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.
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
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
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
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
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
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
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,
(Registration No. 103824W)
M. No. 142116
Dated: 12th May, 2015