OMKAR OVERSEAS LIMITED

COMPLIANCE CERTIFICATE

Company Authorised Regn. No: - 04-23680 Share Capital: - ` 6.00 Crore To, The members OMKAR OVERSEAS LIMITED Ahmedabad : 380 002. We have examined the registers, records, books and papers of M/S. OMKAR OVERSEAS LIMITED as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st March, 2013. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure - A to this certificate, as per the provisions of the

Act and rules made there under and all entries therein have been recorded. 2. The Company has filed the forms and returns as stated in Annexure - B to this certificate, with the Registrar of

Companies, Gujarat. 3. The Company being Limited Listed Company, restriction regarding capital and number of members is not applicable to it. 4. The Board of Directors met 4 (Four) times on 14th May 2012, 13th August 2012, 10th November 2012, and 14th February

2013 in respect of which meetings, proper notice were given and the proceedings were properly recorded and signed in the minutes Book maintained for the purpose. The Company did not pass any circular resolution during the period under review.

5. The Company closed its Register of Members from 26th September 2012 to 29th September 2012 and necessary compliance

of section 154 of the Act has been made. 6. The annual general meeting for the financial year ended on 31st March, 2012 was held on 29th September, 2012 after

giving due notice to the members of the company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra Ordinary General Meeting was held during the financial year under review. 8. The Company has not advanced loan to its Directors, persons, or firms or Companies referred to under section 295 of the Act. 9. During the year under review, the Company has not entered into any contracts falling within the purview of section 297 of

Act. 10. The Company has not made any entry in the register maintained under section 301 of the Act during the year under review. 11. As there were no instances falling within the purview of Section 314 of the Act the Company was not required to obtain any

approvals from the Board of Directors or members 12. The Company has not issued duplicate share certificates during the financial year. 13. The Company: (i) was not required to issue any certificates as there was no allotment, transfer/ transmission of shares during the financial

year. (ii) has not declared any dividend/interim dividend during the financial year under review. (iii) was not required to post warrants to any members of the Company as no dividend was declared during the financial year. (iv) was not required to transfer to Investor Education and Protection Fund the amounts in unpaid dividend account,

application money due for refund, matured deposits, matured debentures and the interest accrued as there was no amount which had remained unclaimed or unpaid for a period of seven years.

(v) has duly complied with the requirements of section 217 of the Act.

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OMKAR OVERSEAS LIMITED

14. The Board of Directors of the Company is duly constituted and there was no appointment of additional directors, alternate

directors and directors to fill casual vacancies during the financial year. 15. The Company has not appointed Managing Director / Whole Time Director/ Manager during the financial year. 16. The Company has not appointed any sole-selling agents during the financial year. 17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional

Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act. 18. The Directors have disclosed their interest in other firms/ companies to the Board of Directors pursuant to the provisions of

the Act and the rules made there under. 19. The Company has not issued any shares, debentures or other securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has no preference share capital or any debentures, and hence the question of redemption of preference shares

or debentures during the financial year, did not arise. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus

shares pending registration of transfer of shares. 23. The Company has not accepted deposits falling within the purview of Section 58A of the Act during the financial year. 24. There are no borrowings made by the Company during the financial year under section 293 (1) (d) of the Act. 25. The company has not made any loans or advances or given guarantees or provided securities to other bodies corporate and

consequently no entries have been made in the register kept for the purpose 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office

from one state to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the Main objects of the Company during the

year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under

scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the

year under scrutiny. 30. The Company has not altered its Articles of Association during the financial year. 31. There was no prosecution initiated against or show cause notices received by the company and no fines or penalties or any

other punishment was imposed on the company during the financial year, for offences under the Act. 32. The Company has not received any money as security from its employees during the year under certification. 33. The Company has not deducted any contribution towards the Provident Fund during the financial year. Umesh Ved Partner

For Kapoor & Ved Place: Ahmedabad Company Secretaries Date: 30.05.2013 C.P. No. 2924

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OMKAR OVERSEAS LIMITED

Annexure A

Registers as maintained by the Company are as follows: 1. Register of Members u/s 150 of the Companies Act, 1956. 2. Register of Director etc. u/s 303 of the Companies Act, 1956. 3. Register of Director Shareholdings u/s 307 of the Companies Act, 1956 4. Register of Charges u/s 143 of the Companies Act, 1956. 5. Minutes Book of the Board Meeting u/s 193(1) of the Companies Act, 1956. 6. Minutes Book of the proceedings of General Meeting u/s 193 of the Companies Act, 1956. 7. Attendance Register of Directors. 8. Attendance Register of Members at General Meeting of the Company. 9. Register of Share Transfer. 10. Register of Fixed Assets. 11. Registers and returns u/s 163 of the Act. 12. Books of Accounts u/s 209.

Umesh Ved Partner

For Kapoor & Ved Place: Ahmedabad Company Secretaries Date: 30.05.2013 C.P. No. 2924

ANNEXURE - B Forms and Returns as filed by the Company with Registrar of Companies, Gujarat during the financial year ending 31st March, 2013.

Sr. No.

Forms/ Returns

Filed u/s Description Date of Filing Whether filed within prescribed time

If delay in filing whether requisite additional fees paid

1. Form No. 23AC and ACA in XBRL

220 and XBRL Rules, 2011

Filing of Annual Accounts by a company having a share capital for the year ended on 31.03.2011 with the Registrar of Companies, Gujarat.

11.09.2012 No Yes

2. Form No. 66 383A Filling of Compliance Certificate for the year ended as on 31.03.2012 with the Registrar of Companies, Gujarat.

26.10.2012 Yes N.A

3. Form No. 20B

159 Filing of Annual Return by a company having a share capital as on 29.09.2012 with the Registrar of Companies, Gujarat.

04.12.2012 No Yes

4. Form No. 23AC and ACA in XBRL

220 and XBRL Rules, 2011.

Filing of Annual Accounts by a company having a share capital for the year ended on 31.03.2012 with the Registrar of Companies, Gujarat.

14.12.2012 Yes* N.A.

* Kindly note that in case of financial year 2011- 2012 (i.e. financial year commencing on or after 01.04.2011) for Form 23AC - XBRL and Form 23ACA- XBRL, no additional fees will be charged in case the filing is done on or before 15th January, 2013 or due date of filing, whichever is later. Umesh Ved Partner

For Kapoor & Ved Place: Ahmedabad Company Secretaries Date: 30.05.2013 C.P. No. 2924

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