OCEAN INFRASTRUCTURE LIMITED
ANNUAL REPORT 2006-2007
The Members of
Ocean Infrastructure Ltd
1. We have audited the attached Balance sheet of M/s Ocean Infrastructure
Ltd as at 31st March, 2007 and also the Profit and Loss account for the
year ended on that date annexed thereto. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally
accepted in India. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement(s). An audit includes examining, on test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principals used
and significant estimates made by the management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis of our opinion.
3. As required by the Companies (Auditor's Report) order, 2003, issued by
the Central Government in terms of section 227(4A) of the Companies Act,
1956, we enclose in the Annexure a statement of the matters specified in
the said order to the extent applicable to the company.
4. Further to our comments as per annexure referred in paragraph (3) above,
we state 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 audit.
(b) In our opinion proper books of accounts, as required by law have been
kept by the company as appears from our examination of those books.
(c) The Balance sheet and profit and loss account dealt with by this report
are in agreement with the books of accounts.
(d) In our opinion, the Profit & Loss account and the Balance Sheet comply
with the Accounting Standards referred to in sub-section (3C) if Section
211 of the Companies Act, 1956
(e) On the basis of information made available to us, we are of the opinion
that none of the directors of the company are disqualified as on 31.03.2007
from being appointed as directors in term of clause (g) of sub-section (1)
of section 274 of the Companies Act, 1956.
In our opinion and to the best of our information and according to
explanations given to us, the said accounts read with accounting policies
and notes thereon, give the information required by the Companies Act, 1956
in the manner so required and gives a true and fair view in conformity with
the accounting principals generally accepted in India :
(i) In the case of the Balance sheet, of the state of affairs of the
company as at 31st March, 2007 and
(ii) In the case of Profit and Loss account, of the Loss of the company for
the year ended on that date.
Place : For Gupta & Agrawal
Date : 01.09.2007
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF THE AUDITOR'S REPORT OF EVEN DATE IN
THE ACCOUNTS FOR THE YEAR ENDED ON 31.3.2007
i.) The company has not any fixed assets during the year as such the
provisions of Para 1 (a), (b), (c) of the Auditors' Report Orders are not
applicable to this Company.
ii) There was no inventory at the beginning and at end of the year the
provisions of para ii-(a),(b),(c) are not applicable.
iii) (a) The Company has neither taken nor granted any loans, secured or
unsecured to / from Companies, Firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956.
(b) The company has not taken any loans during the year from outside
parties therefore the issue of rate of interest and the other terms and
conditions on loan taken are not applicable. How ever a sum of
Rs.67,76,499/- given as loan to a party is outstanding from a long time on
which no interest has been charged for the year.
(c) The company has not given and taken any loans during the year except a
sum of Rs. 67,76,499/- given in earlier years is outstanding from a long
time on which neither the principle amount nor the interest is given by the
(d) As explained to us steps are being taken for realization of principle
amount and interest on overdue loan of Rs. 67,76,499/-.
(iv) In our opinion and according to the information and explanations given
to us, there are adequate internal control procedures commensurate with the
size of the company and the nature of the business for the purchase of
inventory and fixed assets and for the sale of goods.
(v) (a) Based on the audit procedure applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the transactions that need to be entered into the register
maintained under Section 301 has been so entered.
(b) In our opinion and according to the information and explanations give
to us, there is no transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 and
exceeding the value of Five lakh rupees in respect of any party during the
(vi) The company has not accepted any deposit during the year from the
public with in the meaning of provisions of Section u/s 58 A and 58 AA of
the Companies Act 1956 and the rules made there under. Hence, this clause
is not applicable to the company.
(vii) In our opinion, the company has an internal audit system commensurate
with its size and the nature of its business.
(viii) As informed to us, the Central Government has not prescribed the
maintenance of cost records under section 209(1)(d) of the companies Act,
(ix) (a) According to the information and explanations given to us, the
company is regular in depositing undisputed statutory dues, including
Provident Fund, Investor Education and Protection Fund, Employees' State
Insurance, Income-tax, Sales tax, Wealth Tax, Custom Duty, Excise Duty,
cess and any other statutory dues as applicable with appropriate
authorities during the year. As at 31.3.2007 there are no undisputed dues
payable for a period of more than six months from the date they became
(b) According to the information and explanation given to us there are no
dues in respect of Sales Tax / income tax/ custom duty / wealth tax / cess
that have not been deposited with the appropriate authorities on account of
(x) The Company has not any accumulated losses at the end of the year and
has not incurred any cash losses during the current year and immediately
preceding financial year.
(xi) No comments required since there are no loan from Banks/ financial
(xii) The company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities.
(xiii) The provisions of any special statute applicable to chit fund /
nidhi / mutual benefit fund / societies are not applicable to the company.
(xiv) In our opinion the company is not dealing in shares, securities,
debentures and other investments.
(xv) According to the information and explanation given to us, the company
has not given any guarantee for the loans taken by others from banks and
(xvi) The company has not taken any term loan during the year.
(xvii) In our opinion and according to the information and explanations
given to us and as shown by the records examined by us no funds raised on
short term basis have been used for long term investment and vice versa.
xviii) The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained u/s 301 of the
Companies Act, 1956 during the year.
(xix) The company has not issued any debenture, therefore the clause is not
(xx) The company has not raised any money by public issues during the year.
(xxi) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company was
noticed or reported during the year.
Place: Kolkata For Gupta & Agrawal
Date : 1.09.2007.
Auditors' Certificate on compliance of conditions of Corporate Governance
under Clause 49 of the Listing Agreement
THE MEMBERS OF
OCEAN INFRASTRUCTURE LIMITED
We have examined the compliance of conditions of Corporate Governance by
Ocean Infrastructure Ltd. for the year ended 31st March 2007, as stipulated
in Clause 49 of the Listing Agreement of the said Company with stock
The compliance of conditions of Corporate Governance is the responsibility
of the management. Our examination was limited to procedures and
implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance it is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the
explanations given to us, and the representations made by the Directors and
the Management, we certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above mentioned
We state that in respect of investor grievances received during the year
ended 31st March 2007, the Registrars of the Company have certified that as
at 31st March 2007, there were no investor grievances remaining
unattended/pending for more than 30days.
We further state that such compliance is neither an assurance as to the
future viability of the Company nor the efficiency with which the
management has conducted the affairs of the Company.
For Gupta & Agarwal