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