1.  We have audited the attached balance sheet of OMKAR OVERSEAS LTD.
 as at 31st March'' 2012'' 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 ouraudit.
 
 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
 ouropinion.
 
 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 2012'' from being appointed
 as a Director in terms of clause (g) of sub section (1) of section 274
 of the Companies Act'' 11956.
 
 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'' 2012and.
 
 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'' 2012.
 
 c) In the case of Cash Flow Statement of the Cash Flow for the year
 ended on that date.
 
 
 ANNNEXURE 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
 offsubstantialpartofitsassetsand 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 adequatein
 relationtothesizeofthecompanyandthenatureofitsbusiness.
 
 (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. 1.00 Lac (P.Y. Rs. NIL) and the year end balance of the loans given
 to such parties was Rs. 1.00 Lac (P.YRs. NIL).
 
 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
 yearwasRs.NIL(PYRs.NIL)andthe yearend balance ofthe loans given to such
 parties wasRs. NIL (P.YRs. NIL)
 
 (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 ofthe 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 undersection 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
 commensuratewiththesizeofthecompanyandnatureofits 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 undersection 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 58Aand
 58AAof 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 ofthe business.
 
 8) We are informed that the maintenance ofthe cost records u/s. 209(1
 )(d) ofthe 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
 
 16 31.03.2012 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-
 
 
 10) The Company has an accumulated losses of Rs.17.01 Lac as on
 31.03.2012. The company has not incurred any cash losses during the
 current year as well as 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
 theAct.
 
 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 ouraudit.
 
 Place : Ahmedabad                     FOR AND ON BEHALF OF
 
                                       M/S.NAHTA JAIN & ASSOCIATES 
 
 Dated : 14th May'' 2012                CHARTERED ACCOUNTANTS
 
                                      (CAGAURAVNATHA)
 
                                       PARTNER
 
                                       M.NO.116735
 
                                       FRN-106801 W