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Auditor Report of Overseas Synthetics Ltd.

Mar 31, 2015

1. We have audited the accompanying financial statements of Overseas Synthetics Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statement

2. The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and operating effectively for ensuring the accuracy and completeness of the accounting records, 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 or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and the 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 financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

6. 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 fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2015, and its loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government in terms of sub-section (11)of section 143 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

8. As required by Section 143 (3) of the Act, we report that:

a) We have sought and 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 it appears from our examination 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 aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors as on 31st March, 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

I. The Company does not have any pending litigations which would impact its financial position

II. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

III. The question of delay in transferring amounts to the Investor Education and Protection Fund by the company does not arise as there are no amounts required to be transferred to the said fund.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Annexure referred to in paragraph 7 Our Report of even date to the members of Overseas Company Limited on the accounts of the company for the year ended 31st March, 2015)

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

1. There are no fixed assets as on the balance sheet date except Capital Work in Progress and accordingly the clause relating to maintaining the fixed assets register and physical verification of fixed assets does not apply.

2. As the company has not carried out any commercial activities, this clause relating to physical verification of stock or maintenance of inventory records, in our opinion, does not arise.

3. The company has not granted loan to parties covered in the register maintained under section 189 of the Companies Act, 2013.

4. In our opinion and according to information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the fixed assets. There are no transactions of the purchase of inventory or with regards to the sale of goods & services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

5. The company has not accepted deposits from public and the directives issued by Reserve Bank of India has been followed and Section 73 to 76 of the Companies Act, 2013 and rules framed there under, have been duly complied with.

6. As informed to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of Section 148 of the Companies Act, 2013.

7. The company has been regular in depositing any undisputed statutory dues if any such as Provident Fund, Income Tax, Excise Duty, Custom Duty, Cess and any other statutory dues. However, no statutory dues were payable beyond the due date under respective statutes as at the balance sheet date.

(i) There were no amount payable in respect of undisputed statutory dues, if any such as Provident Fund, Income Tax, Value Added Tax, Service Tax, Custom Duty, cess and other statutory dues in arrears as on 31st March 2015 for the period of more than six months from the date they become payable.

(ii) There are no amounts required to be transferred to the Investor Education and Protection Fund by the company under the relevant provisions of Companies Act, 1956 and rules made there 1under.

8. The Company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The company has incurred cash losses in current financial year and immediately preceding financial year.

9. According to the records of the company examined by us and as per the information and explanations given to us, the company has not defaulted on repayment of dues to any financial institution or banks.

10. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from a bank or financial institution during the year.

11. The company has not taken any term loan from any financial institutions & / or Bank accordingly the clause related to Term Loan is not applicable to the Company.

12. There is no fraud on or by the company has been reported during the year. During the course of examination of books and records of the company, carried out in accordance with the generally accepted auditing standards in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported during the year, nor have we been informed of such case by the management.

For Shah Mehta & Bakshi, Chartered Accountants (Registration No. 103824W)

Sd/- (Kalpit Bhagat) Partner M. No. 142116 Place: Vadodara. Dated: 12th May, 2015


Mar 31, 2014

We have audited the accompanying financial statements of Overseas Synthetics Limited ("the Company"), which comprise the Balance Sheet as at March 31,2014, and 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 Responsibilityforthe Financial Statements

Management is responsible forthe preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 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 or error.

Auditor''s 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 are free from material misstatement.

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, but not for the purpose of expressing an opinion on the effectiveness of Company''s internal control. 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 basisfor our audit opinion. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view 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 at March 31,2014;

b) In the case of the Statement of Profit and Loss Account, of the loss forthe year ended on that date; and

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

Report on Other Legal and Regulatory Requirements ''

1. As required by the Companies (Auditor''s Report) Order, 2003 (as amended) ("the Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. //

2. As required by section 227(3) oftheAct, we report that:/

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary forthe purpose 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, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on March 31,2014, and 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 clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory Requirements'' section of our report of even date of Overseas Synthetics Limited ("the Company") for the year ended March 31,2014)

As required by the Order issued by the Company Law Board in terms of Section 227 (4A) of the Companies Act, 1956, we further report that:

I. In respect of its fixed assets:

(a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. However, no fixed assets exist as on the balance sheet date except Capital Work in Progress.

(b) This clause relating to physically verification of the fixed assets is not applicable since, no fixed assets exist as on the balance sheet date except Capital Work in Progress.

(c) No fixed assets exist as on the balance sheet date except Capital Work in Progress, this factor raise substantial doubt about the company''s ability to continue as a going concern in the foreseeable future. However, as per the information and explanation give to us the company has plan to go in for manufacturing of chemicals, as evidenced from the change in object clause of the company. Also till date an advance of Rs. 281.50 lacs has been given for the purchase of assets to carry out the manufacturing of chemical business. In view of this and as per the explanations given to us by the management we are of the opinion that the company has plan to carry out the manufacturing activity of chemicals.

II. As the company has not carried out any commercial activities, this clause relating to physical verification of stock or maintenance of inventory records, in ouropinion, does not arise.

III. (a) The company has not granted loan to parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) The Company has taken unsecured loan from parties covered in the register under section 301 of the Companies Act, 1956 wherein the balance payableat the end oftheyearisRs.19.61 Lacs(PYRs.8.11 Lacs)

(c) In our Opinion, the terms & conditions of these interest free loans are not prima facie prejudicial to the interest of company. The company is regular in repaying the principal amount as stipulated.

IV. In our opinion and according to information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to the fixed assets. There are no transactions of the purchase of inventory or with regards to the sale of goods & services. During the course of audit, we have not observed any continuing failure to correct major weakness in internal control system.

V. According to information and explanation given to us, there is no contract or arrangement referred to section 301 of the act which is required to be entered in the register maintained under the section.

VI. In our opinion and according to information and explanations given to us, the company has not accepted deposits from the public within the meaning of section 58A and 58AAof the Companies Act, 1956.

VII. In ouropinion, the Company does not have an internal audit system.

VIII. Since there are no transactions of purchase or sales during the year under consideration, this paragraph 4 (viii) of the order relating to maintenance of cost records is not applicable.

IX. (a) The company has been regular in depositing undisputed statutory dues including Provident Fund, Income Tax, Excise Duty, Custom Duty, Cess and any other statutory dues. However, no statutory dues were payable beyond the due date under respective statutes as at the balance sheet date. (b) According to information and explanations given to us, no undisputed amount payable in respect of Income Tax and other statutory dues in arrears as at 31.03.2014 for the period of more than six months from the date they become payable.

X. The Company has accumulated losses at the end of the financial year exceeding fifty percent of its net worth. The company has incurred cash losses in current financial year.

XI. The clause relating to default in repayment of dues in respect of loans from a financial institution or bank or debenture holders does not applies to the company, as the company does not have such liabilities.

XII. According to 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. Therefore, the provision of clause 4(xii) of the Order is not applicable to company.

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

XIV In our opinion and according to information and explanations given to us, the company is not dealing or trading in shares, securities, debentures and other investments. Therefore, the provisions of clause 4 (xiv) of the Order is not applicable to the company.

XV As per information and explanations given to us and as the records examined by us, the company has not given any guarantee for loans taken by others from bank or financial institutions. Therefore, the provisions of clause 4 (xv) of the Order is not applicable to the company.

XVI. The provision of clause 4(xvi) of the Order is not applicable to the company in view of the no new term loans has been taken by the company during the year.

XVII. According to information and explanations given to us and on overall examination of the balance sheet of the company, we report that no funds have been raised on short-term basis that have been used for long-term investment. No long-term funds have been used to finance short-term asset except the working capital.

XVIII. 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. Therefore, the provisions of clause 4 (xviii) of the Order is not applicable to the company.

XIX. The company has not issued any debentures. Therefore, the provisions of clause4(xix) of the Order is not applicable to the company.

XX. The company has not raised money by public issue during the year covered under audit. Therefore, the provisions of clause 4 (xx) of the Order is not applicable to the company.

XXI. As per information and explanations given to us, no fraud on or by the company has been noticed or reported during the year under report.

For SHAH MEHTA AND BAKSHI Chartered Accountants FRNo. 103824W

Sd/- (Kalpit Bhagat) Partner M. No.142116 Vadodara, Dated: 29th May, 2014


Mar 31, 2010

We have audited the attached Balance Sheet of OVERSEAS SYNTHETICS LIMITED, SURAT as at 31st MARCH, 2010, Profit and Loss Account and the Cash Flow statement of the Company for the year ended on that date annexed hereto. 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.

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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors'' Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amended) Order, 2004 (together the "Order"), issued by the Department of Company Law Affairs in terms of sub-section (4A) of section 227 of the Companies Act, , we annex hereto Annexure ''A'' on the matters specified in paragraph 4 and 5 of the said order.

2. Further to our remark in 1 above, we report as under:

(i) 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.

(ii) 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 such books;

(iii) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of accounts;

(iv) In our opinion, the Profit and Loss account and Balance sheet comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956, except as stated in Annexure "B".

(v) In our opinion and to the best of our information and according to the explanations given to us, the accounts give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view in accordance with accounting principles generally accepted in India except as stated in Annexure "B".

I. In the case of the Balance Sheet of the Company of the state of affairs of the Company as at 31st MARCH, 2010.

II. In the case of the Profit and Loss account of the Profit of the company for the year ended on that date.

III. In the case of the Cash Flow statement, of the cash flows for the year ended on that date.

(vi) On fhe basis of written representation received from the Director of the company as at 31st March, 2010 and taken on record by the Board of Directors, we report that no director is disqualified from being appointed as director of the company under clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956.

(1) (a) The Company has maintained records showing particulars including quantitative details and situation of fixed assets.

(b) As informed to us, the assets have been physically verified by the management during the period covered by the audit report.

(c) The company has disposed of substantial part of fixed assets. However going concern status has not been affected as in the view of the management of the company there is no intension to discontinue business or any substantial activity.

(2) (a) As informed to us, the inventory has been physically verified during the period by the management at reasonable intervals.

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

(c) The company is compiling proper records of inventory. As informed, the discrepancies noticed on verification between the physical stock and the book records were not material and have been properly dealt within the books of accounts.

(3) (a) 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) (a), (b), (c) and (d) of the Order are not applicable.

(b) The Company has not taken loan from any party covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses (e), (f) & (g) of clause (iii) of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

(4) In our opinion and according to the information and explanations given to us, internal control procedures requires reinforcement to enable it to be commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed asset and for sale of goods. During the course of our assessment, no major weakness in internal control has come to our notice. However some minor irregularities were noticed.

(5) In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

(a) Based on the audit procedures applied by us and the information and explanations provided by the management, we are of the opinion that there were no transactions, exceeding the value of rupees five lakhs in respect of any party during the year that need to be entered in the register maintained under section 301 of the Companies Act,1956 and therefore sub-clause (b) of clause (5) of this statement is not applicable to the company.

(6) During the year the Company has not accepted any deposit from the public within the meaning of the provisions of Section 58A and 58AA of the Companies Act, 1956 and rules made there under. Hence clause 6 of the order is not applicable to the company.

(7) In our opinion, the Company does not have an internal audit system commensurate with its size and nature of the business.

(8) According to information and explanations given to us, the Company has not made and maintained cost records prescribed by the Central Government under Section 209 (1) (d) of the Companies Act, 1956.

(9) (a) The Company is generally regular in depositing undisputed statutory dues including income tax, sales tax, wealth tax, custom duty, excise duty, cess and any other statutory dues within the prescribed time limits with the appropriate authorities during the year except, the following dues which have been outstanding for more than six months as on 31st March, 2010.

Name of the Nature of Amount Due Date Date of Statute Dues Rs. payment

Employees'' Employees'' 310,675/- 31.03.2000 - Provident Fund Provident 200,909/- 31.03.2001 Act Fund Act Dues

Employees'' Employees'' 42,447/- 31.03.2000 - State Insurance State 61,285/- 31.03.2001 Act Insurance Act Dues

(b) According to Information and explanation provided to us, there are no dues in respect of income tax, sales tax, wealth tax, custom duty, excise duty, cess which have not been deposited, on account of any dispute except the following:

Name of the Nature of Amount Period to Forum where Statute Dues Rs. which dispute is amount pending relates

Central Excise Central 339,426/- 02.02.1998 High Court Act, 1944. Excise Duty

(10) The Company has accumulated losses at the end of the financial year which are exceeding fifty percent of its net worth. The company has not incurred cash losses during the current year. It has incurred cash losses during in the immediately preceding financial year.

(11) According to records of the company, the company has neither borrowed from financial institutions or banks nor issued debentures. Hence, in -our opinion, the question of reporting on defaults in repayment of dues to financial institutions or banks or debenture does not arise.

(12) The Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or any other securities.

(13) According to the information given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(14) No new term loan has been taken by the Company during the year.

(15) According to the records examined, on an overall basis, funds raised on short term basis, have prima facie not been used for financing long term investments.

(16) According to the information and explanations given to us, the Company is not a dealer or trader in securities, and dealing and trading thereto is not their principal business. However, in our opinion the Company has dealt into in marketable securities. According to the information and explanations given to us, proper records have been maintained of the transactions and contracts and timely entries have been made therein. All investments in marketable securities and mutual funds have been held by the Company in its own name.

(17) 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.

(18) No debentures have been issued by the Company.

(19) The Company has not raised any money by public issue, during the year.

(20) According to the information received by us, no fraud on or by the Company, has been noticed or reported by the Company during the year. Considering the nature of the present activities carried out, Clause

(xx) of paragraph 4 of the Companies (Auditors'' Report) Order, 2003 is not applicable to the Company.

ANNEXURE ''B'' TO AUDITORS'' REPORT YEAR ENDED: 31-3-2010.

(1) The method of accounting for gratuity continues to be on cash basis, which is not in accordance with Revised AS-15 "Employee Benefits", issued by the ICAI.

(2) Balances of sundry debtors, sundry creditors, unsecured loans, loans and advances are subject to confirmation and reconciliation if any.

(3) During the year company has not provided depreciation to the extent of Rs. 1,054/- in tune with the company''s policy of not providing depreciation on unused assets in the preceding years. As a result profit for the year is overstated to that extent. Also, the company has disposed of part of such unused assets during the current year

(4) During the year under the review, the company has not determined and considered the impact of Deferred Taxation as specified in AS - 22, "Accounting for Taxes on Income", issued by the ICAI.

(5) No working has been produced before us for Impairment of Assets, in absence of which we are not in position to comment on impact of AS - 28, "Impairment of Assets", issued by the ICAI.

(6) The company had sold residential quarters in the current year 2009-10 and all of the plant and machineries in the accounting year 2008-09; the company had not provided depreciation on some portion of such assets in earlier years which is not quantifiable. Hence effect of profit/loss on sale of such assets recognized in the books of accounts does not reflect the actual profit/loss.

(7) The company has not made provision to recognize diminution in the value of investments amounting to Rs.0.66 Lacs, which is contrary to the accounting practice recommended in Accounting Standard-13 issued by the Institute of Chartered Accountants of India. Consequently, Net worth is overstated to that extent.

Further, we report that for item numbers 1, 5, & 6 above, in absence of availability of required details/ stipulations, effect of the same on the financial result could not be quantified.

For Natvarlal Vepari & Co.,

Charted Accountants

Firm Registration No. 123626W

Surat, Date : Partner.

 
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