Report on the Financial Statements
We have audited the accompanying financial statements of Overseas
Synthetics Limited (the Company), which comprise the Balance Sheet as
at March 31,2013, and the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
Management''s Responsibility for the Financial Statements
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flqws 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 Forming'' an Qpnion and
Reporting on Financial Statements SA 700 (Revised) of internal control
relevant to the preparatioo 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.
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. 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
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit 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
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2013;
b) In the case of the Profit and Loss Account, of the profit forthe
year ended on that date; and
c) In the case of the Cash Flow Statement, of the cash flows forthe
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
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
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
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
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 31,2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956. - j
Annexure to the Independent Auditors Report
Re: Overseas Synthetics Limited
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. (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.
(b) This clause relating to physically verification of the fixed assets
is not applicable since, no fixed assets exist as on the balance sheet
(c) The company has sold all its fixed assets as at balance sheet date,
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 an advance ofRs. 277 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
explanation given to us by the management we are of the opinion that
the company has the definite 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 our opinion, 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 payable at the end of the year is Rs.8,11,236 ( Maximum Balance
During the year is Rs. 8,11,236) ''.
(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 ofrits 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. In our opinion and according to information and explanations given
to us, the transactions made in pursuance contract and arrangement
entered in registered maintained under section 301 of the Companies
Act, 1956 relating to sale of assets during the year have been made at
prices which are reasonable having regard to the prevailing market
prices at the relevant time.
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 58Aand 58AAof the Companies Act, 1956.
VII. In our opinion, the Company does not have an internal audit
VIII. In our opinion, the Company has not maintained cost records as
prescribed by the Central Government under Section 209(1) (d) of the
Companies Act, 1956. However, there are no transactions of purchase or
sales during the year under consideration.
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 31.03.2013 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. However, the company has not
incurred cash losses in current and previous 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, 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
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 ortrading 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
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 have been used for
long-term investment. No long-term funds have been used to finance
short-term asset except the working capital term loan.
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 debenture''s. Therefore, the
provisions of clause 4 (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 thecompany.
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
For SHAH MEHTA AND BAKSHI
F R No. 103824W
(V K Bakshi)
M. No. 039054
Vadodara, Dated: 29th May, 2013