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REPORT OF THE AUDITORS TO THE BOARD OF DIRECTORS OF<br />
OPTO CIRCUITS (INDIA) LIMITED<br />
We have audited the attached consolidated balance sheet <strong>of</strong> OPTO CIRCUITS (INDIA) LIMITED and its subsidiaries<br />
(the Group)as at 31st March, 2006, and also the consolidated pr<strong>of</strong>it and loss account and the consolidated cash flow<br />
statement for the year ended on that date,annexed thereto. These consolidated financial statements are the responsibility<br />
<strong>of</strong> OPTO CIRCUITS (INDIA) LIMITED management and have been prepared by the management on the basis <strong>of</strong><br />
separate financial statements and other financial information regarding components. Our responsibility is to express an<br />
opinion on these consolidated financial statements based on our audit.<br />
We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require<br />
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free <strong>of</strong><br />
material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in<br />
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made<br />
by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a<br />
reasonable basis for our opinion.<br />
We did not audit the financial statements <strong>of</strong> Mediaid Inc., the subsidiary, whose financial statements reflect the total<br />
assets <strong>of</strong> Rs. 9.94 crores as against the Consolidated total assets <strong>of</strong> Rs. 161.64 crores as at 31st March, 2006 and the total<br />
revenues <strong>of</strong> Rs. 22.74 crores as against the Consolidated total revenue <strong>of</strong> Rs. 145.45 crores for the year ended on that date,<br />
in the consolidated financial statements.<br />
We report that the consolidated financial statements have been prepared by OPTO CIRCUITS (INDIA) LIMITED's<br />
management in accordance with the requirements <strong>of</strong> Accounting Standard 21, Consolidated Financial Statements, issued<br />
by the Institute <strong>of</strong> Chartered Accountants <strong>of</strong> India, subject to the note on Eurocor GmbH, accounts as on 31.12.05 not<br />
considered for Consolidated Financial Statements.<br />
Based on our audit , in our opinion and to the best <strong>of</strong> our information and according to the explanations given to us, the<br />
attached consolidated financial statements give a true and fair view in conformity with the accounting principles<br />
generally accepted in India:<br />
(a) in the case <strong>of</strong> the consolidated balance sheet, <strong>of</strong> the state <strong>of</strong> affairs <strong>of</strong> OPTO CIRCUITS (INDIA) LIMITED Group as<br />
at 31st March, 2006;<br />
b) in the case <strong>of</strong> the consolidated pr<strong>of</strong>it and loss account, <strong>of</strong> the pr<strong>of</strong>it for the year ended on that date, and<br />
(c) in the case <strong>of</strong> the consolidated cash flow statement, <strong>of</strong> the cash flows for the year ended on that date.<br />
Place: Bangalore<br />
st<br />
Date : 21 August 2006<br />
For<br />
Anand Shenoy & Company<br />
Chartered Accountants<br />
G C Somadas<br />
Partner<br />
M. No.18636<br />
88