We have audited the attached Balance Sheet of RayBan Sun Optics India
 Limited as at December 31, 2009 and the annexed Profit and Loss Account
 and Cash Flow Statement for the year then ended. These financial
 statements are the responsibility of the Companys management. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 We conducted our audit in accordance with auditing standards generally
 accepted in India. Those standards require that we plan and perform the
 audit to obtain reasonable assurance about whether the financial
 statements are free of material misstatements. An audit includes
 examining, on a test basis, evidence supporting the amounts and
 disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 As required by the Companies (Auditors Report) Order, 2003 issued by
 the Central Government of India in terms of Section 227 (4A) of the
 Companies Act, 1956, and on the basis of such examination of the books
 and records of the Company as we considered appropriate and the
 information and explanations given to us during the course of the
 audit, we report that:
 
 1.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 2.  The fixed assets of the Company have been physically verified by
 the management during the year ended December 31, 2009 and
 discrepancies noted on such verification were not significant and have
 been properly dealt with in the books of account.
 
 3.  The fixed assets disposed off during the year are not substantial
 and such disposal has not affected the ability of the Company to
 continue as a going concern.
 
 4.  The stocks of raw materials, components & other materials, stores &
 spares except materials in transit, work-in- progress and finished
 goods have been physically verified by the management during the year
 ended December 31, 2009. In our opinion, the frequency of such
 verification is reasonable and adequate in relation to the size of the
 Company and nature of its business.
 
 5.  The procedures of physical verification of stocks followed by the
 management are reasonable and adequate in relation to the size of the
 Company and nature of its business.
 
 6.  The Company has maintained proper records of its inventories. The
 discrepancies between the physical stocks and book stocks were not
 material and have been properly dealt with in the books of account.
 
 7.  The Company has not granted any loans, secured or unsecured to
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Accordingly clauses
 (iii)(b), (iii)(c) and (iii)(d) of paragraph 4 of the Order are not
 applicable to the Company.
 
 8.  The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties listed in the register maintained
 under Section 301 of the Companies Act, 1956. Accordingly clauses
 (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable to
 the Company.
 
 9.  In our opinion and according to the information and explanations
 given to us, there are adequate internal control procedures
 commensurate with the size of the Company and nature of its business
 for purchase of inventories, fixed assets and for sale of goods. There
 are no transactions with respect to sale of services.
 
 10.  In our opinion and according to the information and explanations
 given to us, there are no transactions made in pursuance of contracts
 and arrangements the particulars of which need to be entered in the
 register required to be maintained under Section 301 of the Companies
 Act, 1956. Accordingly clause (v)(b) of paragraph 4 of the Order is not
 applicable to the Company.
 
 11.  The Company has not accepted any deposits from the public, within
 the meaning of Sections 58A and 58AA or any other relevant provisions
 of the Companies Act, 1956 and the Companies (Acceptance of Deposits)
 Rules, 1975.
 
 12.  In our opinion and according to the information and explanations
 given to us, the Company has an internal audit system commensurate with
 the size and nature if its business.
 
 13.  According to the information and explanations given to us, the
 Central Government has not prescribed the maintenance of cost records
 under Section 209(1 )(d) of the Companies Act, 1956, for the business
 activities of the Company.
 
 14.  According to the records of the Company, except for delays in
 respect of taxes deducted at source and work contract tax, the Company
 is generally regular in depositing other undisputed statutory dues
 payable in respect of income tax, sales tax, provident fund,
 professional tax, service tax, wealth tax, employees state insurance
 dues, customs duty and cess with the appropriate authorities and there
 are no arrears as at December 31, 2009 which were due for more than six
 months from the date they became payable.
 
 15.  According to the information and explanations given to us, there
 are no dues of service tax, customs duty, wealth tax and cess that have
 not been deposited on account of any dispute.
 
 According to the information and explanations given to us, disputed
 income tax, sales tax and excise duty dues that have not been deposited
 are as follows:
 
 Name of the 
 Statute           Nature of      Amount      Period to which
                      Dues           Rs.    the amount relates
 
 Central Excise 
 Act, 1944        Excise Duty    27,310,456      1992-93 to
                                                 1995-96
 
 Central Excise 
 Act, 1944        Excise Duty     2,061,660      1996-97 and
                                                 1997-98
 
 Central Excise 
 Act, 1944        Excise Duty     1,689,669      2000-01
 
 Income Tax 
 Act, 1961        Income Tax     29,369,704      2000-01
 
 Delhi Sales 
 Tax Act, 1975    Sales Tax         428,429      1992-93
 
 Delhi Sales 
 Tax Act, 1975    Sales Tax       1,446,119      1998-99
 
 Delhi Sales 
 Tax Act, 1975    Sales Tax         854,958    1999-2000
 
 Bengal Finance   Sales Tax         996,311      1996-97
 (Sales Tax) 
 Act, 1941
 
 Bengal Finance   Sales Tax       2,721,837      1998-99
 (Sales Tax) 
 Act, 1941
 
 Bengal Finance   Sales Tax         167,741      1993-94
 (Sales Tax) 
 Act, 1941
 
 
 
 Name of the Statue              Forum where dispute
                                     is pending
 
 Central Excise Act, 1944          Supreme Court
 
 Central Excise Act, 1944          Assessment order
                                   remanded to Assistant
                                   Commissioner,
                                  Central Excise, Bhiwadi
 
 Central Excise Act, 1944          Customs Excise and
                                   Service Tax Appellate
                                   Tribunal
 
 Income Tax Act, 1961              Income Tax Appelate
                                     Tribunal
 
 Delhi Sales Tax Act, 1975         Deputy Commissioner
                                      (Appeals)
 
 Delhi Sales Tax Act, 1975         Sales Tax Officer
 
 Delhi Sales Tax Act, 1975         Sales Tax Officer
 
 Bengal Finance
 (Sales Tax) Act, 1941             Deputy Commissioner
                                   (Commercial Taxes)
 
 Bengal Finance
 (Sales Tax) Act, 1941             Deputy Commissioner
                                   (Commercial Taxes)
 
 Bengal Finance
 (Sales Tax) Act, 1941             Deputy Commissioner
                                   (Commercial Taxes)
 
 Name of the 
 Statute             Nature of         Amount     Period to which
                         Dues            Rs.   the amount relates
 
 Bengal Finance       Sales Tax       323,064       1994-95
 (Sales Tax) Act, 1941
 
 Bengal Finance       Sales Tax       737,199       2000-01
 (Sales Tax) Act, 1941
 
 Rajasthan Sales      Sales Tax       357,685       1995-96 and
 Tax Act, 1994                                      1996-97
 
 Kerala General Sales  Sales Tax      387,706       1997-98 and
 Tax Act, 1963                                      1998-99
 
 Rajasthan Sales       Sales Tax   22,873,384       2005-06 to
 Tax Act, 1994                                      2007-08
 
 
 
 Name of the Statue            Forum where dispute
                                   is pending
 
 Bengal Finance
 (Sales Tax) Act, 1941        Deputy Commissioner
                              (Commercial Taxes)
 
 Bengal Finance
 (Sales Tax) Act, 1941        Assistant Commissioner
                              (Commercial Taxes)
 
 Rajasthan Sales
 Tax Act, 1994                Amnesty Scheme
 
 Kerala General Sales
 Tax Act, 1963                Commercial Tax Officer
 
 Rajasthan Sales
 Tax Act, 1994                Tax Board, Ajmer
 
 16.  The Company does not have any accumulated losses at the end of the
 financial year and has not incurred cash losses in the financial year
 and in the immediately preceding financial year.
 
 17.  According to the records of the Company and the information and
 explanations given to us, there are no dues to banks, financial
 institutions or debenture holders outstanding during the year.
 
 18.  According to the information and explanations given to us, the
 Company has not granted any loans and advances on the basis of security
 by way of pledge of shares, debentures and other securities.
 
 19.  In our opinion and according to the information and explanations
 given to us, the Company is not a chit fund or a nidhi/mutual benefit
 fund/society.
 
 20.  According to the information and explanations given to us, the
 Company is not dealing or trading in shares, securities, debentures and
 other investments.
 
 21.  According to the information and explanations given to us, the
 Company has not given any guarantee for loans taken by others from
 banks or financial institutions.
 
 22.  According to the information and explanations given to us, the
 Company did not have any term loans outstanding during the year.
 
 23.  According to the information and explanations given to us, the
 Company has not raised any funds on short-term basis.
 
 24.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 25.  The Company has not issued any debentures during the year.
 
 26.  The Company has not raised any money by way of public issues
 during the year.
 
 27.  According to the information and explanations given to us, no
 fraud on or by the Company has been noticed or reported during the
 year.
 
 Further to the above, we state that:
 
 a) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of those
 books;
 
 c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report, are in agreement with the books of account;
 
 d) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report comply with the accounting standards referred
 to in sub-section (3C) of Section 211 of the Companies Act, 1956;
 
 e) On the basis of written representations received from the directors
 as on December31, 2009 and taken on record by the Board of Directors,
 we report that they are not disqualified as on December 31, 2009 from
 being appointed as a director in terms of clause (g) of sub-section (1)
 of section 274 of the Companies Act, 1956.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read together with the
 notes thereon, give the information required by the Companies Act, 1956
 in the manner so required and give a true and fair view in conformity
 with the accounting principles generally accepted in India:
 
 (i) in the case of the BaJance Sheet, of the state of affairs of the
 Company as at December 31, 2009 and
 
 (ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended December 31, 2009.
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended December 31, 2009.
 
                                     For Deloitte Haskins & Sells
 
                                            Chartered Accountants
                                     Registration Number: 0I5I25N
 
                                                           sd/-
 
                                                     (Deepak Roy)
 
 Gurgaon                                                 Partner
 
 March 4, 2010                               Membership No.53091