Omkar Overseas Limited

Ahmedabad

The Directors have pleasure in presenting herewith their 18th Annual Report together with Audited Financial Accounts for the year ended 31st March, 2014:

FINANCIAL RESULTS:                                         Rs in  Lacs)
Financial Results                            Current Year  Previous Year
                                                 2013-14      2012-13

Total Income                                     1300.75       878.23

Total Expenditure                                1295.40       873.57

Profit (Loss) before making provision for 
Interest,                                           5.35         4.65

1. Interest                                         0.00         0.00

2. Depreciation                                     0.00         0.00

3. Income Tax                                       1.25         1.00

Profit for the Year                                 4.10         3.65

In view of the lesser profit in the current year, your Directors do not recommend any dividend. PRESENT OPERATIONS & FUTURE PROSPECTS:

During the year under review the income of company wasRs. 1300.75 Lacs compared to the previous years of Rs. 878.23 Lacs. The Company has made profit ofRs. 4.10 Lacs as compared to Profit of Rs. 3.65 Lacs in previous year. The company is succeeded in increasing its profits during the year under review. Your directors are hopeful to achieve better results in future.

LISTING:

The Shares of the Company are listed at Ahmedabad Stock Exchange Limited and the Bombay Stock Exchange Limited. And pursuant to Clause 38 of the Listing Agreement the Annual Listing fees have been duly paid to the each Stock Exchange(s).

The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2014-15.

During the year under review, as per the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the company has passed special resolution in its Extra Ordinary General Meeting held on 31.03.2014 for voluntary delisting of its Equity Shares from Ahmedabad Stock Exchange Limited, and the said procedure is still under process.

INSURANCE:

All properties and insurable interests of the Company including Stocks, Spares etc. wherever necessary and to the extent required have been adequately insured.

DIRECTORS:

Mr. Harikishan L. Agarwal, Director ofthe Company has resigned as DirectorW.e.f. 31.03.2014. The Board expresses their sincere gratitude towards the services rendered by him during the tenure of his service.

Impending notification of Section 149 and other applicable provisions ofthe Companies Act, 2013 and Clause

49 (ii) of the Listing Agreement appointment of Independent Director are required.

Mr. Niranjan D. Agarwal & Mr. Shivbhagwan R. Bohra, Directors of the Company, are being appointed as Independent Directors forfive consecutive year's upto 31.03.2019 as perthe provisions ofSection 149 and other applicable provisions of the Companies Act, 2013.

All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms ofSection 164 of the Companies Act, 2013.

Your directors recommend their appointment / reappointment.

DIRECTORS RESPONSIBILTYSTATEMENT:

Pursuantto Section 217 (2AA) of Companies Act, 1956, it is hereby confirm:

a) that in the preparation of the annual accounts financial year ended 31st March, 2014, the applicable accounting standards have been followed and there is no material departure from the same;

b) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

The Company has not carried any activities relating to the conservation of energy. The Company has not acquired any technologies during the year under review.

FOREIGN EXCHANGE EARNINGS/OUTGO:

The Company has not made the Foreign Exchange earning during the financial year. There is no foreign exchange expense during the year.

PARTICULARS OF EMPLOYEES:

Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules,1975 are not applicable to the Company, since none of the employees of the Company was in receipt of total remuneration of Rs. 5,00,000/- p.m. orRs. 60,00,000/-p.a. during the financial year under review.

CORPORATE GOVERNANCE:

A separate report on the Corporate Governance as prescribed by the Listing Agreement of the relevant Stock Exchange forms part of the Annual Report 2013-14 along with Auditor1 statement on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

This has been dealt with in the separate annexure to this report.

PUBLIC DEPOSITS:

During the year under report your Company has not accepted deposit from public as envisaged by the provisions of the Companies Act.

COMPLIANCE CERTIFICATE:-

A Certificate pursuant to Section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001 issued by a Practicing Company Secretary is attached hereto.

AUDITORS AND THEIR REPORT:

The Statutory Auditors ofthe Company, M/s. Nahta Jain & Associates, Chartered Accountants, retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommend the re- appointment of M/s. Nahta Jain & Associates, Chartered Accountants, as Statutory Auditors and the Company has received a certificate from the Statutory Auditors to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141 of the Companies Act, 2013.

PERSONNEL:

Relations continued to be cordial and harmonious during the year under review with the staff and officers ofthe Company. Directors wish to place on record their appreciation for the co-operation received from the staff and officers at all levels.

ACKNOWLEDGMENT

Your Directors place on record their sincere thanks for the continuous support of the Financial Institutions, Banks, Central and State Governments, valued Customers and devoted staff for their continuous contribution to the growth of Company.

The Directors also express their gratitude to the shareholders for the confidence reposed in the management.

Registered Office:                               By Order of the Board
212, New Cloth Market,                       OF OMKAR OVERSEAS LIMITED
O/S. Raipur Gate,
Ahmedabad - 380 002

                                                          Ramesh Deora
Dated: 29th May, 2014                                         Chairman
                                                          DIN:01135440