1. I have audited the accompanying Ind AS standalone financial statements of OMKAR OVERSEAS
LIMITED ("the Company”), which comprise the Balance Sheet as at 31st March 2024, and the
Statement of Profit and Loss (including other comprehensive income), Statement of Changes in
Equity and Statement of Cash Flows for the year then ended, and notes to the standalone
financial statements, including a summary of significant accounting policies and other
explanatory information ("the Financial Statements”).
2. In my opinion and to the best of my information and according to the explanations given to
me, the aforesaid Financial Statements give the information required by the Companies Act,
2013 ("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 2024, and its loss and other comprehensive income, changes in equity and its cash
flows for the year then ended.
Basis for Opinion
3. I conducted my audit in accordance with the Standards on Auditing ("SAs”) specified under section
143(10) of the Act. My responsibilities under those SAs are further described in the Auditor's
Responsibilities for the Audit of the Financial Statements section of my report. I am independent
of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI”) together with the ethical requirements that are relevant to my audit
of the Financial Statements under the provisions of the Act, and the rules thereunder, and I have
fulfilled my other ethical responsibilities in accordance with these requirements and the Code of
Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a
basis for my opinion on the Financial Statements.
Key Audit Matters
4. Key audit matters are those matters that, in my professional judgment, were of most significance
in my audit of the Financial Statements of the current year. These matters were addressed in the
context of my audit of the Financial Statements as a whole, and in forming my opinion thereon,
and I do not provide a separate opinion on these matters.
a) Investment Loss
During the year company has written off its investment worth Rs. 70,00,045/- made in ENERGY
PRODUCTS (INDIA) LIMITED. Company has purchased equity shares of ENERGY PRODUCTS
(INDIA) LIMITED from S. J. Infratech Private Limited in the month of July 2024. The
consideration was discharged by way of an adjustment against liability of company worth Rs.
46,28,656 due to S. J. Infratech Private Limited and payment though banking channel of Rs.
23,85,000/- the balance amount remains outstanding. The management has is of the opinion
that as company is unable to realise any amount from its investment in ENERGY PRODUCTS
(INDIA) LIMITED, it has no realisable value. Thus, it has written off this loss as extra-ordinary
item. This transaction has direct impact on financial statement of the company and thus it is
considered as key audit matter.
Auditor's Response:
Audit procedure in this regard included and were not limited to following:
a) Obtain supportive evidence from management with regards to investment decision and
written confirmation from transferee about dischargement of liability.
b) Obtain supportive evidence from management with regards to their assumption of nil
realisation from investment.
Please refer notes to standalone financial statement.
b) Loss of Land Investment
During the year company has written off its land worth Rs. 20,25,050/-. The title of the said
land is disputed and matter is pending before judicial Authority and management is of the
opinion that there is less probability of decision in favour of company. Thus, it has no
realisable value. Management has written off loss to make financial statement fair and true.
This transaction has direct impact on financial statement of the company and thus it is
considered as key audit matter
Auditor's Response:
Audit procedure in this regard included and were not limited to following:
a) Obtain supportive evidence from management with regards title deed of document,
pending litigation and justification for this decision.
b) Obtain expert opinion to justify the management decision.
Please refer notes to standalone financial statement
Other Information
5. The Company's Board of Directors are responsible for the other information. The other
information comprises the information included in the Company's annual report, but does not
include the Financial Statements and my auditors' report thereon.
6. My opinion on the Financial Statements does not cover the other information and I do not express
any form of assurance conclusion thereon.
7. In connection with my audit of the Financial Statements, my responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the Financial Statements or my knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work I have performed, I conclude that there is a material
misstatement of this other information; I am required to report that fact. I have nothing to report
in this regard.
Management's responsibility for the Financial Statements
8. The Company's Board of Directors is responsible for the matters stated in section 134(5) of the
Act, with respect to the preparation of these Financial Statements that give a true and fair view of
the state of affairs, profit and other comprehensive income, changes in equity and cash flows of
the Company in accordance with the accounting principles generally accepted in India, including
the Indian accounting standards ("Ind AS”) specified under section 133 of the Act. 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 design,
implementation and maintenance of adequate internal financial controls, that were 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.
9. In preparing the Financial Statements, the management is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do
so.
10. The Board of Directors are also responsible for overseeing the Company's financial reporting
process.
Auditor's responsibilities for the audit of the Financial Statements
11. My objectives are to obtain reasonable assurance about whether the Financial Statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes my opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Financial Statements.
12. As part of an audit in accordance with SAs, I exercise professional judgment and maintain
professional scepticism throughout the audit. I also:
12.1. Identify and assess the risks of material misstatement of the Financial Statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for my opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
12.2. Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) the Act, I am
also responsible for expressing my opinion on whether the Company has adequate internal
financial controls with reference to Financial Statements in place and the operating
effectiveness of such controls.
12.3. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by themanagement.
12.4. Conclude on the appropriateness of the management's use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company's
ability to continue as a going concern. If I conclude that a material uncertainty exists, I am
required to draw attention in my auditor's report to the related disclosures in the Financial
Statements or, if such disclosures are inadequate, to modify my opinion. Company has
booked loss from extra ordinary items worth rupee 90.25 lakhs. This has resulted into Erison
of entire capital. Further company has discontinued business operation during current year.
The accumulated losses exceeds its paid up capital and free reserves and which results into
negative net worth of company. The paid-up capital of the company as on 31st March, 2024
was Rs. 4,92,35,750/- and security premium balance was Rs. 5,69,43,000/- against which the
accumulated losses were Rs. 10,67,58,585/-. This resulted into negative net worth of Rs.
5,79,835/-. Further there is no business activity during the year under consideration. Thus, on
the basis of both operational and financial parameters, there exits significant doubt on
ability of entity to continue as going concern. The management has proposed capital
reduction scheme in this regard. The same has been approved by the directors in their
meeting dated February 26,2024. Since this is the first year after Erison of capital and
considering the steps taken by management to overcome with the situation. I am of the
opinion that for the current reporting year company is justified in their assessment of its
ability to continue as going concern. My conclusions are based on the audit evidence
obtained up to the date of my auditor's report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
12.5. Evaluate the overall presentation, structure and content of the Financial Statements,
including the disclosures, and whether the Financial Statements represent the underlying
transactions and events in a manner that achieves fair presentation.
13. I communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that I identify during my audit.
14. I also provide those charged with governance with a statement that I have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships
and other matters that may reasonably be thought to bear on my independence, and where
applicable, related safeguards.
15. From the matters communicated with those charged with governance, I determine those matters
that were of most significance in the audit of the Financial Statements of the current year and are
therefore the key audit matters. I describe these matters in my auditor's report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances,
I determine that a matter should not be communicated in my report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on Other Legal and Regulatory Requirements
16. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, I give in the "Annexure
A"a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
17. As required by Section 143(3) of the Act, I report that:
17.1. I have sought and obtained all the information and explanations which to the best of my
knowledge and belief were necessary for the purposes of my audit.
17.2. In my opinion, proper books of account as required by law have been kept by the Company
so far as it appears from my examination of those books except for the matters stated in the
paragraph 18.8 below, on reporting under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014.
17.3. The balance sheet, the statement of profit and loss including other comprehensive income,
the statement of changes in equity and the cash flow statement dealt with by this Report
are in agreement with the books of account.
17.4. In my opinion, the aforesaid Financial Statements comply with the Ind AS specified under
Section 133 of the Act.
17.5. On the basis of the written representations received from the directors as on 31 March
2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31
March 2024 from being appointed as a director in terms of Section 164(2) of the Act.
17.6. With respect to the adequacy of the internal financial controls with reference to Financial
Statements of the Company and the operating effectiveness of such controls, refer to my
separate Report on internal financials control over financials reporting as per Annexure-2;
and
17.7. In my opinion and according to the information and explanations given to me, Company has
not paid remuneration to directors.
17.8. The modifications relating to the maintenance of accounts and other matters connected
therewith are as stated in the paragraph 17.2 above on reporting under section 143(3)(b) of
the Act and paragraph 18.8 below on reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.
18. 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 my opinion and to the best of my
information and according to the explanations given to me:
18.1. There is dispute relating to title of immovable property. The dispute is pending before
Hon'ble City Civil Court, Ahmedabad. The value at which the disputed property was
recorded in the financial statement was Rs. 20,25,050/-. The adverse decision in this matter
may impact financial position significantly. During current year company has written off
property under dispute and booked loss on account of extra ordinary items worth Rs. Rs.
20,25,050/-.
18.2. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
18.3. There were no amounts which were required to be transferred to the Investor Education
and Protection Fund by the Company.
18.4. The management has represented that no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other person(s) or entity(ies), including foreign entities
("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries. Based on reasonable audit procedures adopted by me, nothing has come to
my notice that such representation contains any material misstatement.
18.5. The management has represented that no funds have been received by the Company from
any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries. Based on reasonable
audit procedures adopted by me, nothing has come to my notice that such representation
contains any material misstatement.
18.6. Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to my notice that has caused me to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)
above, contain any material misstatement.
18.7. In my opinion and according to the information and explanations given to me, no dividend
has been declared and / or paid during the year by the Company.
18.8. Based on my examination which included test checks and information given to me, the
Company has used accounting software for maintaining its books of account, which did not
have a feature of recording audit trail (edit log) facility throughout the year for all relevant
transactions recorded in the respective softwares, hence I am unable to comment on audit
trail feature of the said software.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,
2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on
preservation of audit trail as per the statutory requirements for record retention is not
applicable for the financial year ended March 31, 2024
For N.S. NANAVATI & CO.
Chartered Accountants
FRN: 134235W
(CA NITESH SHIRISHCHANDRA NANAVATI)
Proprietor
Membership No.: 143769
UDIN: 24143769BKFPBU4647
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