Directors Report of Oseaspre Consultants Ltd.

Mar 31, 2014

Dear Members,

The Directors hereby present their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2014:

1. FINANCIAL RESULTS:

For the year For the year ended 31st ended 31st March, 2014 March, 2013

Profit before taxation 17,419 227,230

Less: Provision for taxation

Current tax 3,500 17,000

Profit after taxation 13,919 2,10,230

Add: Balance brought forward from earlier year 49,72,590 47,62,360

Balance carried to Balance Sheet 49,86,509 49,72,590

2. DIVIDEND:

The Directors do not recommend any dividend for the financial year ended 31st March, 2014.

3. OPERATIONS:

The Company has stopped carrying on the work of converting Digital Electronics Products and has rented out the factory premises.

4. DEPOSITS:

The Company has not accepted any Deposits from the Public.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

There is no information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for disclosure as the company is an Investment Company.

6. DIRECTORS:

In accordance with the provisions of the Act and the Company''s Articles of Association, Mrs. Maureen Wadia (DIN: 01354046) retires by rotation and is eligible for re-appointment.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations.

ii) they have, in selection of accounting policies consulted the Statutory Auditors and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis.

8. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

9. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is given in Annexure ''A'' to this Report. A separate report on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of the condition of Corporate Governance are annexed to this Report as Annexure ''B''

10. SECRETARIAL COMPLANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) rules, 2001, the Company has obtained a certificate from a Secretary in whole-time practice confirming that the Company has complied with all the provisions of the Act.

11. AUDITORS

M/s. D. R. Kothari & Co, Chartered Accountants, who are the Statutory Auditors of the Company, hold office upto the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of Section 139 of the Companies Act, 2013 ("the Act") and the rules made thereunder, the Board recommends the re-appointment of M/s. D. R. Kothari & Co as auditors of the Company. If reappointed, they will hold office from the conclusion of the current AGM to the conclusion of the following AGM.

11. SHAREHOLDING PATTERN AS ON 31st MARCH, 2014.

No. of Shares %

Promoter Group * 146,843 73.42

Others 53,157 26.58

Total 2,00,000 100

* Promoter Group Companies

Mr. Jehangir N. Wadia, Sunflower Investments & Textiles Private Limited, Tristar Charitable Foundation, Wadia Investments Limited, M. S. I. L. Investments Private Limited, Varnilam Investments & Trading Co. Limited and N. W. Export Limited.

By Order of the Board of Directors For OSEASPRE CONSULTANTS LIMITED

) D. S. Gagrat ) 00017082 ) DIRECTORS ) R. E. Vandrewala ) 00017178 ) Mumbai, Dated: 26th May, 2014

Registered Office: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001

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Mar 31, 2012

The Directors hereby present their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2012:

1. FINANCIAL RESULTS:

(Rupees) (Rupees)

Profit before taxation 258,320 190,990

Less: Provision for taxation

Current tax 37,000 -

Deferred tax - -

Short provision of tax for earlier years 9,639 -

46,639 -

Profit after taxation 211,681 190,990

Add: Balance brought forward from earlier year 4,550,679 4,359,689

Balance carried to Balance Sheet 4,762,360 4,550,679

2. DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2012.

3. OPERATIONS:

The Company has stopped carrying on the work of converting Digital Electronics Products and has rented out the factory premises.

4. DEPOSITS:

The Company has not accepted any Deposits from the Public.

5. DIRECTORS:

Mr. D. S. Gagrat retires by rotation, and is eligible, for reappointment.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO:

There is no information as per Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for disclosure as the company is an Investment Company.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations from the Operating Management, confirm that:

i) in the preparation of the Annual Accounts, the applicable accounting standards have been followed.

ii) they have, in selection of accounting policies consulted the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii) they have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the Annual Accounts on a going concern basis.

8. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

9. SECRETARIAL COMPLANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) rules, 2001, the Company has obtained a certificate from a Secretary in whole-time practice confirming that the Company has complied with all the provisions of the Act.

10. AUDITORS:

You are required to appoint Auditors for the current year and fix their remuneration. The retiring Auditors M/s. D. R. Kothari & Co., offer themselves for re- appointment.

11. SHAREHOLDING PATTERN AS ON 31st MARCH, 2012.

No. of Shares %

Promoter Group * 147,043 73.52

Others 52,957 26.48

TOTAL 2,00,000 100

* Promoter Group Companies

Mr. Nusli N. Wadia and his relatives in terms of Section 6 of the Companies Act, 1956, Ms. Dina N Wadia, Ms. Diana Claire Wadia, Ms. Elizabeth Anne Guhl, Ms. Bachoobai W. Daschkow, Jer Mavis Settlement No. II, Diana Claire Wadia Trust, Nusli Neville Wadia Trust, N. N. Wadia - Administrator of Estate of Late E. F. Dinshaw, Nowrosjee Wadia & Sons Limited, N. W. Exports Limited, Damascus Investments & Trading Co. Ltd., Archway Investments Co. Ltd., Jehreen Investments Pvt. Ltd., Lochness Investments Pvt. Ltd., Gherzi Eastern Investments Ltd., Nessville Trading Pvt. Ltd., Pointers Export Pvt. Ltd., Sunflower Investments & Textiles Pvt. Ltd., Go Investments & Trading Pvt. Ltd., The Bombay Burmah Trading Corporation Ltd., National Peroxide Ltd., Naperol Investments Ltd., Vamilam Investments & Trading Co. Ltd., Gherzi Eastern Ltd., Ben Nevis Investments Ltd., New Point Enterprises Ltd., Macrofil Investments Ltd., Lotus Viniyog Private Ltd., Botanium Ltd., Go Airlines (India) Ltd., Nidhivan Investments & Trading Co. Pvt. Ltd., Heera Holdings & Leasing Pvt. Ltd., Sahara Investments Pvt. Ltd., and their holding companies, subsidiary companies and associates.

By Order of the Board of Directors

For OSEASPRE CONSULTANTS LIMITED

DIRECTORS

Place: Mumbai.

Date: 31 MAY 2012

Registered Office:

Neville House,

J. N. Heredia Marg,

Ballard Estate,

Mumbai 400 001

---

Mar 31, 2011

The Directors hereby present their Report on the business and operations of the Company and the Financial Accounts for the year ended 31st March, 2011:

1. FINANCIAL RESULTS:

For the year For the year ended 31st ended 31st March, 2011 March, 2010 (Rupees) (Rupees)

Profit before taxation 190,990 25,551

Less: Provision for taxation

Current tax - -

Deferred tax - -

Profit after taxation 190,990 25,551

Add: Balance brought forward from earlier year 4,359,689 4,334,138

Balance carried to Balance Sheet 4,550,679 4,359,689

2. DIVIDEND:

The Directors do not recommend any dividend for the year ended 31st March, 2011.

3. OPERATIONS:

The Company is carrying on the work of converting Digital Electronics Products.

4. DEPOSITS:

The Company has not accepted any Deposits from the Public.

5. DIRECTORS:

Mrs. M.N. Wadia retires by rotation, and is eligible, for reappointment.

6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE, EARNINGS AND OUTGO:

There is no information as per Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo for disclosure as the company is an Investment Company.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, which was introduced by the Companies (Amendment) Act, 2000 (53 of 2000), the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed.

ii) They had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2011 and of the Profit of the Company for the year ended 31st March, 2011.

iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going-concern basis.

8. DISCLOSURE UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956:

The Company has no employees covered under Section 217(2A) of the Companies Act, 1956.

9. SECRETARIAL COMPLANCE CERTIFICATE

In accordance with Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) rules, 2001, the Company has obtained a certificate from a Secretary in whole-time practice confirming that the Company has complied with all the provisions of the Act.

10. AUDITORS:

The Members are requested to appoint Messrs. D. R. Kothari & Co., Chartered Accountants as Auditor of the Company at a remuneration to be fixed by the Board of Directors.

11. SHAREHOLDING PATTERN AS ON 31st MARCH, 2011.

No. of Shares %

Promoter Group * 147,043 73.52

Others 52,957 26.48

OSEASPRE CONSULTANTS LIMITED

* Promoter Group Companies

Mr. Nusli N. Wadia and his relatives in terms of Section 6 of the Companies Act, 1956, Ms.Dina N Wadia, Ms. Diana Claire Wadia, Ms Elizabeth Anne Guhl, Ms. Bachoobai W. Daschkow, Jer Mavis Settlement No. II, Diana Claire Wadia Trust, Nusli Neville Wadia trust, N.N. Wadia - Administrator of Estate of Late E.F. Dinshaw, Nowrosjee Wadia & Sons Limited, N.W. Exports Limited, Damascus Investments & Trading Co. Ltd., Archway Investments Co. Ltd., Jehreen Investments Pvt. Ltd., Lochness Investments Pvt. Ltd., Gherzi Eastern Investments Ltd., Nessville Trading Pvt. Ltd., Pointers Export Pvt. Ltd., Sunflower Investments & Textiles Pvt. Ltd., Go Investments & Trading Pvt. Ltd., The Bombay Burmah Trading Corporation Ltd., National Peroxide Ltd., Naperol Investments Ltd., Varnilam Investments & Trading Co. Ltd., Gherzi Eastern Ltd., Ben Nevis Investments Ltd., New Point Enterprises Ltd., Macrofil Investments Ltd., Lotus Viniyog Private Ltd., Botanium Ltd., Go Airlines (India) Ltd., Nidhivan Investments & Trading Co. Pvt. Ltd., Heera Holdings & Leasing Pvt. Ltd., Sahara Investments Pvt. Ltd., and their holding companies, subsidiary companies and associates.

By Order of the Board of Directors

For OSEASPRE CONSULTANTS LIMITED



Sd/-

Mr.D.S. Gagrat DIRECTORS

Sd/-

Mrs.R.E.Vandrewala

Mumbai, 31st May, 2011.

Registered Office:

Neville House,

J.N.Heredia Marg, Ballard Estate,

Mumbai 400 001