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Auditor Report of Omkar Overseas Ltd.

Mar 31, 2014

We have audited the accompanying financial statements of Reliance Industries Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements arefreefrom material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ourauditopinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as atMarch 31,2014;

(b) In the case of the Statementof Profit and Loss, of the profitforthe year ended on that date; and

(c) In the case of the Cash FlowStatement, of the cash flows for the yearended on thatdate.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227(4A) of theAct, we give in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion, proper books of accountas required by law have been kept by the Company so far as appears from ourexamination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211(3C) of theAct;

e. On the basis of the written representations received from the directors as on March 31,2014, taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2014, from being appointed as a director in terms of Section 274(1)(g) of the Act.

The Annexure referred to in paragraph 1 of the Our Report of even date to the members of OMKAR OVERSEAS LIMITED on the accounts of the company for the year ended 31st March, 2014.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

1. (a) The company has maintained proper records showing full particulars including quantitative details

and situation of its fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.

(c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption.

2. (a) As explained to us, inventories have been physically verified during the year by the management at

reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records.

3. (a) According to the information and explanations given to us and on the basis of our examination of the

books of account, 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. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations

provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained underthat section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of transactions does notarises.

6. The Company has not accepted any deposits from the public covered under section 58Aand 58AA of the Companies Act, 1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business.

8. As per information & explanation given by the management, maintenance of cost records has not been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act for the year under review.

9. (a) According to the records of the company, undisputed statutory dues including Provident Fund,

Investor Education and Protection Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other

statutory dues have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2014 fora period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has an accumulated losses of Rs. 9.25 Lac as on 31.03.2014. The Company has not incurred any cash loss during the current financial year covered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to afinancial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor''s Report) Order, 2003 (as amended) is not applicable to the Company.

14. According to information and explanations given to us, the Company is not trading in Shares, Mutual funds & other Investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution.

16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the year hence the provisions of clause 4(xvi) of the Companies (Auditor''s Report) Order, 2003 are not applicable to the Company for the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31st March, 2014, we report that no funds raised on short- term basis have been used for long-term investment by the Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

Place : Ahmedabad FOR AND ON BEHALF OF Dated : 29-05-2014 M/S. NAHTA JAIN & ASSOCIATES CHARTERED ACCOUNTANTS (CA GAURAV NAHTA) PARTNER M.NO.116735 FRN-106801 W


Mar 31, 2011

1. We have audited the attached balance sheet of OMKAR OVERSEAS LTD. as at 31st March, 2011, the Profit and Loss account and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. 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 misstatement. 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.

3. As required by Companies' (Auditor's Report)Order,2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that :

i) We have obtained all the information and explanation, which, to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion proper books of accounts as required by the law have been kept by the company so far as its appears from our examination of the books.

iii) The balance sheet and profit and loss Account dealt with by this report are in agreement with such books of accounts.

iv) In our opinion the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2011, from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts of the company being prepared on "going concern basis", 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 :

(a) In so far as it relates to balance sheet, of the state of affairs of the Company as at 31st March, 2011 and.

(b) In so far as it relates to the profit and loss account, of the LOSS of the company for the year ended on 31st March, 2011.

(c) In the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT OF EVEN DATE OF OMKAR OVERSEAS LTD.

1) The Company does not have any fixed assets, therefore the clause (a), (b), and (c) are not applicable.

2) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) (a) The Company has not taken unsecured loans from any companies, firms or Other parties listed in the register maintained under section 301 of the Companies Act, 1956. The company has not granted unsecured loans to any companies, firms, or other parties listed in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs. NIL (P.Y. Rs. 505.71 Lac) and the year end balance of the loans given to such parties was Rs. NIL(P.Y. Rs. 329.91 Lac)

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

4) (a) 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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts of agreements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices or the price at which the transactions for similar goods or services have been made with other parties.

6) The Company has not accepted any fixed deposits from the public so the question of applicability of the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not arise.

7) The Company has an internal control system, commensurate with the size and nature of the business.

8) We are informed that the maintenance of the cost records u/s. 209(1)(d) of the Companies Act, 1956 are not required for the Company for the year under review.

9) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues towards income tax, sales tax, custom duty, excise duty, service tax, or any other statutory dues/cess applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, service tax, etc., were outstanding as at 31.03.2011 for a period of more than 6 months from the date they become payable.

(b) According to the information & explanation given to us and according to the records of the company examined by us, the following are the particulars of disputed dues on account of Sales Tax, Income Tax, Custom Duty, Excise Duty, service tax, and any other cess or tax that have not been deposited or deposited under protest:-

Sr. No. Name of the Nature of Amt.of Period to Forum Statue dues Dispute which it where (Rs. in Lac) relates it is pending

--------------------N I L ------------------

10) The Company has an accumulated losses of Rs. 595.59 Lac as on 31.03.2011. the company has not incurred any cash losses during the current year as against the cash loss of Rs. 66.52 Lac incurred during the preceding financial year.

11) Based on our audit procedures and on the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, etc.

12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities of a similar nature and hence maintenance of documents and records relating to such items are not applicable.

13) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report)Order, 2003 are not applicable to the company.

15) We are informed that the company has not given any guarantee for loans taken by others from banks or any financial institutions.

16) The company has not taken any term loans during the year covered by our audit and hence the provisions of clause 4(xvi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company for the year.

17) Based on our examinations of the books of account and Balance Sheet of the Company and as explained to us, we are of the opinion that funds raised on short term basis have not been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18) According to the information and explanations given to us, The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the year.

20) The company has not raised any money by public issues during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For AND ON BEHALF OF M/S. NAHTA JAIN & ASSOCIATES Chartered Accountants FRN-106801 W

(CA GAURAV NAHTA) Partner M.NO.116735

Place : Ahmedabad Date : 12-05-2011


Mar 31, 2010

1. We have audited the attached balance sheet of OMKAR OVERSEAS LTD. as at 31st March, 2010, the Profit and Loss account and also the cash flow statement for the year ended on that date annexed thereto. 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.

2. 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 misstatement. 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.

3. As required by Companies (Auditors Report)Order, 2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act,1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that :

i) We have obtained all the information and explanation, which, to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion proper books of accounts as required by the law have been kept by the company so far as its appears from our examination of the books.

iii) The balance sheet and profit and loss Account dealt with by this report are in agreement with such books of accounts.

iv) In our opinion the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2010, from being appointed as a Director in terms of clause

(g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts of the company being prepared on "going concern basis", 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 :

a) In so far as it relates to balance sheet, of the state of affairs of the Company as at 31st March, 2010 and.

b) In so far as it relates to the profit and loss account, of the LOSS of the company for the year ended on 31st March, 2010.

c) In the case of Cash Flow Statement of the Cash Flow for the year ended on that date. ANNEXURE TO THE AUDITORS REPORT OF EVEN DATE OF OMKAR OVERSEAS LTD. Referred to in paragraph 3 of our report of even date,

1) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) Physical Verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of its assets and hence has not affected the going concern status of the company.

2) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) (a) The Company has not taken unsecured loans from any companies, firms or Other parties listed in the register maintained under section 301 of the Companies Act, 1956.

The company has granted unsecured loans to five companies, firms, or or other parties listed in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs.505.71 Lacs(P.Y.Rs.722.05 Lacs) and the year end balance of the loans given to such parties was Rs.329.91Lacs(P.Y.Rs.434.78 Lacs)

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

4) (a) 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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts of agreements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lacs in * respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices or the price at which the transactions for similar goods or services have been made with other parties.

6) The Company has not accepted any fixed deposits from the public so the question of applicability of the provisions of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not arise.

7) The Company has an internal control system, commensurate with the size and nature of the business.

8) We are informed that the maintenance of the cost records u/s. 209(1) (d) of the Companies Act, 1956 are not required for the Company for the year under review.

9) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues towards income tax, sales tax, custom duty, excise duty, service tax, or any other statutory dues/cess applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, service tax, etc., were outstanding as at 31.03.2010 for a period of more than 6 months from the date they become payable.

(b) According to the information & explanation given to us and according to the records of the company examined by us, the following are the particulars of disputed dues on account of Sales Tax, Income Tax, Custom Duty, Excise Duty, service tax, and any other cess or tax that have not been deposited or deposited under protest:-

Sr. No. Name of the Statute Nature of dues Amt.of Period to Forum

Dispute which it where (Rs.in relates it is Lacs) pending

NIL

10) The Company has an accumulated losses of Rs. 596.79 Lacs as on 31.03.2010. Further, the company has incurred cash losses of Rs.66.52 lacs during the current year. The company has not incurred cash losses during the preceding financial year.

11) Based on our audit procedures and on the information and explanations given to us, we are of the opinion that the company has not defaulted in repayment of dues to a financial institution, bank or debenture holders, etc.

12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities of a similar nature and hence maintenance of documents and records relating to such items are not applicable.

13) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report)Order, 2003 are not applicable to the company.

15) We are informed that the company has not given any guarantee for loans taken by others from banks or any financial institutions.

16) The company has not taken any term loans during the year covered by our audit and hence the provisions of clause 4(xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company for the year.

17) Based on our examinations of the books of account and Balance Sheet of the Company and as explained to us, we are of the opinion that funds raised on short term basis have not been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18) According to the information and explanations given to us, The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the year.

20) The company has not raised any money by public issues during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AND ON BEHALF OF PLACE : AHMEDABAD M/S.NAHTA JAIN & ASSOCIATES CHARTERED ACCOUNTANTS DATE : 15-06-2010



(CA GAURAV NAHTA) PARTNER M.NO.116735 FRN-106801 W


Mar 31, 2009

1. We have audited the attached balance sheet of OMKAR OVERSEAS LTD. as at 31st March, 2009, the Profit and Loss account and also the cash flow statement for the year ended on that date annexed thereto. 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.

2. 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 misstatement. 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.

3. As required by Companies (Auditors Report)Order,2003, issued by the Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that :

i) We have obtained all the information and explanation, which, to the best of our knowledge and belief were necessary for the purpose of our audit.

ii) In our opinion proper books of accounts as required by the law have been kept by the company so far as its appears from our examination of the books.

iii) The balance sheet and profit and loss Account dealt with by this report are in agreement with such books of accounts.

iv) In our opinion the Profit and Loss Account and the Balance Sheet comply with the accounting standards referred to in Section 211(3C) of the Companies Act, 1956.

v) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the Directors is disqualified as on 31st March 2006, from being appointed as a Director in terms of clause (g) of sub section (1) of section 274 of the Companies Act, 1956.

vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts of the company being prepared on "going concern basis", 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 :

a) In so far as it relates to balance sheet, of the state of affairs of the Company as at 31st March, 2009 and.

b) In so far as it relates to the profit and loss account, of the LOSS of the company for the year ended on 31st March, 2009.

c) In the case of Cash Flow Statement of the Cash Flow for the year ended on that date.

ANNEXCJRE TO THE AUDITORS REPORT OF EVEN DATE OF OMKAR OVERSEAS LTD.

Referred to in paragraph 3 of our report of even date,

1} (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets.

(b) Physical Verification of major assets was conducted by the Management during the year, which in our opinion is reasonable having regard to the size of the company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) During the year, the company has not disposed off substantial part of its assets and hence has not affected the going concern status of the company.

2) (a) The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material.

3) (a) The Company has taken unsecured loans from one companies,firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs.5.90 Lacs(P.Y.Rs.412.30 Lacs) and the year end balance of the loans given to such parties was Rs.5.90 Lacs (P.Y. Rs.NIL). The company has granted unsecured loans to one companies, firms, or or other parties listed in the register maintained under section 301 of the Companies Act,1956. The maximum amount involved during the year was Rs.722.05 Lacs(P.Y.Rs.696.28 Lacs) and the year end balance of the loans given to such parties was Rs.434.78Lacs(P.Y.Rs.678.78 Lacs)

(b) In our opinion, the rate of interest wherever applicable and other terms and conditions on which loans have been taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956 are not, prima facie, prejudicial to the interest of the company.

(c) There is no overdue amount of loans taken from companies, firms or other parties listed in the register maintained under section 301 of the Companies Act,1956.

4) (a) 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 with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

5) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) In our option and according to the information and explanations given to us, the transactions made in pursuance of contracts of agreements entered in the register maintained under section 3010of the Companies Act, 1956 and exceeding market prices or the price at which the transactions for similar goods or services have been made with other parties.

(6) The Company has not accepted any fixed deposits from the piblic so the question of applicability of the provision of section 58A and 58AA of the Companies Act, 1956 and the Companies (Acceptances of Deposits) Rules, 1975 with regard to the deposits accepted from the public does not arise.

<7> The Company has an internet control system, commensurate with the size and nature of the business.

(8) We are informed taht the maintenance of the cost records u/s. 209(1)(d) of the Companies Act, 1956 are not required for the company for the year under review.

(9) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues towards income tax, sales tax, custom duty, excise duty, service tax, or any other statutory dues.cess applicable to it.

According to the information and explanations given to us, no undisputed amounts payable in respect of Income-Tax, service tax, etc., were outstanding as at 31.03.2009 for a period of more tahn 6 months from the date they become payable.

(b) According to the information & experience given to us and according to the records of the company examined by us, the following are the particulars dues on account of Sales Tax, Income Tax, Custom duty, Excise Duty, service tax, and any other cess or tax that have not been or deposited under protect:-

Sr.No Name of the Stateue Nature of Amt.of Period to Forum dues Dispute which it where (Rs. in relates it is Lacs) pending

--------------- NIL -----------------



10) The company has an accumalted loans of Rs. 230.91 Lacs as on 31.03.2009 . Further, the company has not incurred cash losses during the financial year covered by our audit and also in the immediately preceding financial year.

11> Based on our audit procedures and on the information and explanations given to us, we are of the opinion that the company has not defaulated in repayment of dues to a financial institution, bank or debentures holders etc. ;.?/ -ll*

12) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities of a similar nature and hence maintenance of documents and records relating to such items are not applicable.

13) In our opinion, the company is not a chit fund or a nidhi/mutual benefit fund/ society. Therefore, the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

14) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report)Order, 2003 are not applicable to the company.

15) We are informed that the company has not given any guarantee for loans taken by others from banks or any financial institutions.

16) The company has not taken any term loans during the year covered by our audit and hence the provisions of clause 4(xvi) of the Companies (Auditors Report) Order, 2003 are not applicable to the company for the year.

17) Based on our examinations of the books of account and Balance Sheet of the Company and as explained to us, we are of the opinion that funds raised on short term basis have not been used for long term investments. No long-term funds have been used to finance short-term assets except permanent working capital.

18) According to the information and explanations given to us. The company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act.

19) The company has not issued any debentures during the year.

20) The company has not raised any money by public issues during the year.

21) Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

FOR AMD OH BEHALF OF

PLACE : AHMEEABAD M/S.NAHTA JAIN - ASSOCIATES

CHARTERED ACCOUNTANTS

DATE : 25-06-2009

(CA-GAURAV NAHTA) PARTNER

M.NO. 116735

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