OSEASPRE CONSULTANTS LIMITED

Admin Office:

Registered Address: Admin Office: Neville House, J. N. Heredia Marg, C-1, Wadia International Centre, Ballard Estate, Pandurang Budhkar Marg, Worli, Mumbai 400 001 Mumbai 400 025 Telephone No: 91 2261 8071 Telephone No: 91 22 6662 0000 Fax: 02267495200 Website: www.oseaspre.com CIN: L74140MH1982PLC027652 Email id: [email protected]

_____________

Date: 24[th] June, 2021

To, BSE Limited P. J. Towers, Dalal Street, Mumbai – 400 001

Scrip Code: 509782

Dear Sir / Madam,

Sub: Annual Report for the Financial Year Ended 31[st] March, 2021 and Notice convening the 39[th] Annual General Meeting of the Company.

Ref.: Regulation 30 and 34 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

In term of Regulation 30 and 34 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, attached herewith soft copy of the Annual Report for the Financials Year ended 31[st] March, 2021, which comprises of Boards’ Report, Audited Financial Statements, and Auditors’ Report thereon, and the Notice convening the 39[th] Annual General Meeting of the Company scheduled to be held on Tuesday, 20[th] July, 2021 at 11.00 a.m.

In accordance with the Circulars issued by the Ministry of Corporate Affairs (‘MCA’) and Circulars issued by the Securities and Exchange Board of India (‘SEBI’) the Notice convening the AGM and the Annual Report for the Financial Year 2020-2021 has sent through electronic mode to all the Members whose email id are registered with the Company/Registrar/Depository Participant(s).

You are requested to take the same on record.

Yours faithfully,

For Oseaspre Consultants Limited

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Ganesh S. Pardeshi

Company Secretary & Compliance Officer

Enclosed: As above

CC: National Securities Depository Limited Trade World, 4[th] Floor, Kamala Mills Compound, S. Bapat Marg, Lower Parel, Mumbai – 400 013

Central Depository Services (India) Limited Phiroze Jeejeebhoy Towers, 16[th] Floor, Dalal Street, Mumbai – 400 023

KFin Technologoes Private Limited Karvy Selenium Tower B, Plot 31 – 32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032

OSEASPRE CONSULTANTS LIMITED ANNUAL REPORT FINANCIAL YEAR 2020 - 2021

CORPORATE INFORMATION

DIRECTORS

J. C. Bham S. Raja Sanjive Arora Bakhtavar A. Pardiwalla D. S. Gagrat COMPANY SECRETARY & CHIEF FINANCIAL OFFICER Ganesh S. Pardeshi

REGISTERED OFFICE

Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai - 400 001.

CORPORATE OFFICE:

C-1, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai - 400 025. (CIN: L74140MH1982PLC027652) Email: [email protected] Phone: (91) (22) 6662 0000 Fax: (91) (22) 6662 0069 Website: www.oseaspre.com

AUDITORS

M/s. Kalyaniwalla & Mistry LLP

REGISTRAR & TRANSFER AGENT

Corporate Office:

KFin Technologies Private Limited Unit: Oseaspre Consultants Limited Selenium Building, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500 032, India. Telephone number: +91 40 6716 2222 Fax number: +91 40 2342 0814 E-mail: [email protected] Website: www.kfintech.com

Mumbai Office:

KFin Technologies Private Limited Unit: Oseaspre Consultants Limited 24-B, Raja Bahadur Mansion, Ground Floor, Ambalal Doshi Marg, Behind BSE, Fort, Mumbai 400 001 Tel - 022 - 6623 5454/412/427

Corporate Information ........................................................................ 1 AGM Notice ....................................................................................... 2 Directors’ Report ................................................................................ 10 Secretarial Auditor’s Report ............................................................... 19 Auditor’s Report on Financial Statements .......................................... 23 Financial Statements ........................................................................... 31 Notes to Financial Statements ............................................................. 35 Attendance Slip and Proxy Form ........................................................ 55

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OSEASPRE CONSULTANTS LIMITED

Registered Address: Admin Office: Neville House, J. N. Heredia Marg, C-1, Wadia International Centre, Ballard Estate, Pandurang Budhkar Marg, Worli, Mumbai 400 001 Mumbai 400 025 Telephone No: 91 22 2261 8071 Telephone No: 91 22 6662 0000 Fax: 91 22 6749 5200 Fax: 91 22 6662 0069 Website: www.oseaspre.com Email id: [email protected] CIN: L74140MH1982PLC027652

N O T I C E

NOTICE IS HEREBY GIVEN THAT THE THIRTY-NINTH (39[th] ) ANNUAL GENERAL MEETING OF THE MEMBERS OF ÓSEASPRE CONSULTANTS LIMITED WILL BE HELD AT THE ADMINISTRATIVE OFFICE OF THE COMPANY AT C-1, WADIA INTERNATIONAL CENTER, PANDURANG BUDHKAR MARG, WORLI, MUMBAI – 400 025 ON TUESDAY, 20[TH] JULY, 2021 AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESS:

Ordinary Business :

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31[st] March, 2021 together with the Reports of the Board of Directors and the Auditors thereon.

2. To appoint a Director in place of Mr. J.C. Bham (DIN: 02806038), a Non- Executive Director who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 and being eligible, to offer himself for re-appointment.

By Order of the Board of Directors, For Oseaspre Consultants Limited Sd/-

Ganesh S. Pardeshi Company Secretary

Date: 25[th] May, 2021 Place: Mumbai

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

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Notes:

a. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY/PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of a Member upto and not exceeding fifty (50) and holding in the aggregate not more than ten (10) percent of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder. The instrument of proxy in order to be effective, should be lodged / deposited at the registered office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting (Proxy form is attached herewith). Proxies submitted on behalf of the companies, societies, etc., must be supported by an appropriate resolution/ authority, as applicable.
b. Brief resume of the Director proposed to be re-appoint with respect to Item No. 2 nature of his expertise in functional areas, names of the Companies in which he hold Directorships and memberships/Chairmanships of Board Committees and shareholding, is provided in ‘ Annexure - I ’
c. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.
d. Members are requested to immediately notify any change of address:
(i) to their Depositary Participants (DPs) in respect of their electronic share accounts, and
(ii) to the Company’s Registrar & Share Transfer Agents (RTA) in respect of their
physical share folios, if any, quoting their folio numbers, at their address given below:.

KFin Technologies Private Limited (Unit: Oseaspre Consultants Limited)

Karvy Selenium Tower B, Plot 31-32, Gachibowli,

Financial District, Nanakramguda, Hyderabad, Telangana - 500 032, India.

Telephone number: +91 40 6716 2222, Fax number: +91 40 2342 0814 E-mail: [email protected]

Website: www.kfintech.com

e. Members holding shares in physical form may avail the facility of nomination in terms of Section 72 of the Companies Act, 2013 by nominating a person, in the prescribed form, to whom their shares in the Company shall vest in the event of their death. The prescribed form can be obtained from the Company’s Office at C-1, Wadia International Center, Pandurang Budhkar Marg, Worli, Mumbai - 400025 or from its RTA at their aforesaid address.
f. As part of the Company’s Green Initiative, the Company may propose to send documents like Notice convening the General Meetings, Financial Statements, and Directors’ Report etc. to the e-mail address provided by the members.

We request the members to be part of the said ‘Green Initiative’ and to register their names for receiving the said documents by electronic mode by mailing us your Registered Folio Number and/or DP ID/Client ID to the dedicated email address at

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[email protected] or by doing login at the RTA website [email protected] to register their request.

g. Members intending to require information about the Financial Accounts, to be explained at the Meeting are requested to inform the Company at least a week in advance of their intention to do so, so that the papers relating thereto may be made available.
h. Members/proxies should bring the attendance slip duly filled in for attending the Meeting.
i. Voting through electronic means:
I. In compliance with provisions of Section 108 of the Act, Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Amendment Regulations, 2018, the Company provides to its members, the facility to exercise their right to vote on resolutions proposed to be considered at the Thirty Ninth Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services. The facility of casting the votes by the members using an electronic voting system from a place other than venue of the AGM (“remote e-voting”) will be provided by the RTA of the Company.
II. The facility for voting through ballot paper shall also be made available at the AGM and the members attending the meeting shall be able to exercise their right to vote at the meeting through ballot paper in case they have not casted their vote by remote e-voting.
III. The members who have casted their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their votes again .
IV. The remote e-voting period commences on Saturday, 17[th] July, 2021 (9:00 am) and ends on Monday, 19[th] July, 2021 (5:00 pm). During this period, the members of the Company, holding shares either in physical form or in dematerialised form, as on the cut-off date Wednesday, 14[th] July, 2021 may cast their vote by remote e-voting. The remote e-voting module shall be disabled for voting by KFin Technologies Pvt. Ltd. thereafter.
V. Once the vote on a resolution is cast by the member, such member shall not be allowed to change it subsequently.
VI. A person who is not a member as on cut-off date should treat this Notice for information purpose only.
VII. The process and manner for remote e-voting is as under:
A. Member whose email IDs are registered with the Company/DPs will receive an email from KFin Technologies Pvt. Ltd. informing them of their User-ID and Password. Once the Members receives the email, he or she will need to go through the following steps to complete the e-voting process:
- (i) Launch internet browser by typing the URL: https://evoting.karvy.com (KFin Technologies Private Limited Website)
- (ii) Enter the login credentials (i.e. User ID and password) which will be sent separately. However, if you are already registered with KFin Technologies Pvt. Ltd. for e-voting, you can use your existing User ID and password for casting your vote. If required, please visit https://evoting.karvy.com or contact toll free number 1800 309 4001 for your existing password.

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(iii) After entering these details appropriately, click on “LOGIN”.
(iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise minimum 8 characters with at least one upper case (A-Z), one lower case (az), one numeric (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update your contact details like mobile number, email address, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
(v) You need to login again with the new credentials.
(vi) On successful login, the system will prompt you to select the E-Voting Event Number for Oseaspre Consultants Limited.
(vii) On the voting page enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/AGAINST” or alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/AGAINST” taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option “ABSTAIN” and the shares held will not be counted under either head.
(viii) Members holding shares under multiple folios/demat accounts shall choose the voting process separately for each of the folios/demat accounts.
(ix) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.
(x) You may then cast your vote by selecting an appropriate option and click on “Submit”.
(xi) A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, members can login any number of times till they have voted on the Resolution(s).
(xii) Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI, etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Power of Attorney / Authority Letter, etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: [email protected] or [email protected] may also upload the same in the e-voting module in their login. The scanned image of the above mentioned documents should be in the naming format “Corporate Name_EVENT NO”
B. In case a member receives physical copy of the Notice of AGM [for members whose email IDs are not registered or have requested the physical copy]:
a) Initial password is provided in below format at the bottom of the Attendance Slip for the AGM :

USER ID

PASSWORD

b) Please follow all steps from Sl. No. (i) to Sl. No. (xii) above to cast vote.

VIII. In case of any query pertaining to e-voting, please visit Help & FAQ’s section available at KFin Technologies Pvt. Ltd. website https://evoting.karvy.com
IX. If the member is already registered with KFin Technologies Pvt. Ltd. e-voting platform then he can use his existing User ID and password for casting the vote through remote e-voting.
X. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future communication.

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XI. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date Wednesday, 14[th] July, 2021.
XII. Any person who becomes a member of the Company after dispatch of the Notice of the Meeting and holding shares as on the cut-off date Wednesday, 14[th] July, 2021 may obtain the User ID and password in the manner as mentioned below:
a) If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS : MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399

Example for NSDL: MYEPWD IN12345612345678 Example for CDSL: MYEPWD 1402345612345678 Example for Physical:

MYEPWD XXXX1234567890

b) If e-mail address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.karvy.com, the member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
c) Member may call KFin Technologies Pvt. Ltd. toll free number 1800 309 4001.
d) Member may send an e-mail request to [email protected]. If the member is already registered with KFin Technologies Pvt. Ltd. e-voting platform then he can use his existing User ID and password for casting the vote through remote e-voting.
XIII. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date, viz., Wednesday, 14[th] July, 2021 only shall be entitled to avail the facility of remote e-voting as well as voting at the AGM through ballot paper.
XIV. Mr. Vaibhav Shah, Company Secretary (Membership No. ACS 26121), Proprietor of Vaibhav Shah and Company, Practicing Company Secretaries - Mumbai, has been appointed as the Scrutinizer of the Company to scrutinize the e-voting process in a fair and transparent manner.
XV. Voting shall be allowed at the end of discussion on the resolutions on which voting is to be held with the assistance of Scrutinizer, by use of ballot paper for all those members who are present at the AGM but have not cast their votes by availing the remote e- voting facility.
XVI. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses who are not in the employment of the Company and shall make, not later than Forty-Eight hours from the conclusion of the AGM, a consolidated Scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairman or to a person authorised by the Chairman in writing, who shall countersign the same and declare the result of the voting forthwith.
XVII. The results declared along with the report of the Scrutiniser shall be placed on the website of the Company www.oseaspre.com and on the website of Karvy E-Voting immediately after the declaration of result by the Chairman or by a person duly authorised. The results shall also be immediately forwarded to the BSE Limited, where the equity shares of the Company are listed.

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Sd/-

XVIII. Subject to receipt of requisite number of votes, the Resolutions shall be deemed to have been passed on the date of the AGM i.e. Tuesday, 20[th] July, 2021.

By Order of the Board of Directors For Oseaspre Consultants Limited

Ganesh S. Pardeshi Company Secretary

Date: 25[th] May, 2021 Place: Mumbai

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

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ANNEXURE – I

Details of the Director seeking re-appointment at the 39[th] Annual General Meeting {In pursuance of Regulation 26(4) & Regulation 36(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings (SS-2)}

Sr. No.	Nature of Information	Item No.2
1	Name of Director	Mr. J. C. Bham
2	Brief Profile	Mr. J.C. Bham is presently working with Wadia Group. He is a member of The Institute of Company Secretaries of India and Institute of Chartered Accountant of India. Mr. Bham has over 50 years of Corporate experience in various areas and majorly including conducting of Board meetings / Committee / Shareholders’ meetings, Fund raising (domestic as well as international), Joint ventures and acquisitions, Meeting the compliance requirements of a listed public company, Property matters (owned & lease), General insurance, and Indirect tax matters. Mr. Bham has been associated with the reputed organizations like The Bombay Dyeing & Mfg. Co. Limited, Tata Steel Limited and Otis Elevator Company India Limited, wherein he held the position of Company Secretary and has contributed tremendously in the business activities of the Company.
3	Date of Birth	20~~th~~January, 1950
4	Nationality	Indian
5	Date of First Appointment	12~~th~~August, 2014
6	Qualification	CS and CA
7	Directorship of other Boards	Public Companies: 8 Private Companies: 7
8	Chairmanship/Membership of Board Committee of the other Companies	Nomination & Remuneration Committee Chairman:1 Audit Committee Member:2 Nomination & Remuneration Committee Member:3 Corporate Social ResponsibilityCommittee: 1
9	Number of meetings of the Board attended during the year	Four
10	Shareholding in the Company	NIL
11	Relationship with other Directors and Key Managerial Personnel of the Company	Not related to any other Directors/ Key Managerial Personnel of the Company.

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ROUTE MAP

Venue - C-1, Wadia International Center, Pandurang Budhkar Marg, Worli,

Mumbai - 400 025

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Landmark : Near Bombay Dyeing

Distance from Elphinstone Road Railway Station is 900m and from Parel Railway station is 1200m.

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OSEASPRE CONSULTANTS LIMITED

Registered Address:

Admin Office:

Neville House, J. N. Heredia Marg, C-1, Wadia International Centre, Ballard Estate, Pandurang Budhkar Marg, Worli, Mumbai 400 001 Mumbai 400 025 Telephone No: 91 22 2261 8071 Telephone No: 91 22 6662 0000 Fax: 91 22 6749 5200 Fax: 91 22 6662 0069 Website: www.oseaspre.com Email id: [email protected] CIN: L74140MH1982PLC027652

__________________

BOARD’S REPORT TO THE MEMBERS

Your Directors present the Thirty Ninth (39[th] ) Annual Report on the business and operations of the Company along with the Audited Financial Statements for the Financial Year (“FY”) ended 31[st] March, 2021.

1. FINANCIAL RESULTS:

(Amounts in ₹)

FINANCIAL RESULTS:		(Amounts in₹)
	For the year ended 31st March, 2021	For the year ended 31st March, 2020
(Loss) / Profit before taxation	(4,00,169)	(5,64,932)
Less: Tax Expense
Current tax	-	-
Deferred Tax	-	-
Income tax ofprioryears	13,794	(190)
(Loss) / Profit after taxation	(4,13,963)	(5,64,742)
Add: Balance brought forward from earlieryear	66,27,127	71,91,869
Balance carried to Balance Sheet	62,13,164	66,27,127

During the year under review, the Company has made Loss before taxation of ₹ 4,00,169/- as against the Loss of ₹ 5,64,742/- in the previous year.

2. DIVIDEND:

Your Directors have not recommended payment of any dividend for the Financial Year 2020-2021.

3. OPERATIONS:

The Company has rented its factory premises located at Valsad, Gujarat.

4. HOLDING AND SUBSIDIARIES:

The Company does not have any holding, subsidiary, joint venture or associate Companies.

5. DEPOSITS:

The Company has not accepted any deposits from the public in the Financial Year 2020-2021.

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

In view of the nature of activities which are being carried out by your Company, the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy and technology absorption, are not applicable to your Company.

There were no Foreign Exchange earnings or outgo during the period.

7. RELATED PARTY TRANSACTIONS:

The provisions of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the Company policy on dealing with Related Party Transactions is not applicable to the Company.

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.

During the year under review, the Company did not enter into any contract / arrangement / transaction with related parties which could be considered material in accordance with the related party transactions. The related party transaction is disclosed under Note No. 25 of the Notes to the Financial Statements for the year 2020-2021.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has no outstanding Loans, Guarantees or Investments pursuant to Section 186 of the Companies Act, 2013.

9. EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

Pursuant to the provisions of Section 134(3)(a) and Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of Annual Return of the Company as at 31[st] March, 2021 is uploaded on the website of the Company at www.oseaspre.com

10. DIRECTORS AND KEY MANGERIAL PERSONNEL:

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as Independent Directors of the Company.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company.

The Company has received declarations from all the Directors of the Company confirming that they are not disqualified under Section 164(2) of the Companies Act,

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2013 from being appointed as the Directors of the Company and have also affirmed compliance with the Wadia Code of Ethics and Business Principles as required under Regulation 26(3) of SEBI (LODR) Regulations, 2015.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31[st] March, 2021 are Mr. Ganesh S. Pardeshi, Company Secretary and Chief Financial Officer and Mr. Ankush M. Shah, Manager.

DIRECTOR RETIRING BY ROTATION

In accordance with the applicable provisions of the Companies Act, 2013, Mr. J.C. Bham (DIN: 02806038), a Non – Executive Director on the Board of the Company, retires by rotation and being eligible to offers himself for re-appointment. Necessary information for the re-appointment of Mr. J.C. Bham has been provided in “Annexure I” of the Notice convening the ensuing AGM. During the year, the Non – Executive Director of the Company had no pecuniary relationship or transactions with the Company.

Your Directors have recommended him reappointment as the Non – Executive Director on the Board of the Company.

11. MEETING OF THE BOARD OF DIRECTORS

During the year under review, total Four (4) Board Meetings were held on 24[th] June ,2020, 18[th] August, 2020, 29[th] October, 2020 and 10[th] February, 2021 respectively. The Company has adhered to the timeline of gap required to be maintained between each of the Board meetings as prescribed under the Companies Act, 2013.

12. BOARD EVALUATION

The Companies Act, 2013, stipulates evaluation of the performance of the Board, its Committees, Individual Directors and the Chairman respectively.

With the objective of enhancing the effectiveness of the Board, the Nomination & Remuneration Committee (NRC) has formulated the methodology and criteria to evaluate the performance of the Board and the individual Directors of the Company.

The evaluation framework for assessing the performance of Directors comprises of various key areas such as attendance at the Board and the Committee Meetings, quality of contribution, strategic insights or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired with regard to the Company’s business/activities, understanding of industry and global trends, etc.

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of Listing Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as of the Committees of the Board.

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. Qualitative comments and suggestions of Directors were taken into consideration by the Chairman of the Board and the Chairman of the Nomination and Remuneration Committee. The Directors have expressed their satisfaction with the evaluation process.

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The Board reviewed the performance of each of the Directors of the Company and expressed its satisfaction on the same.

13. Nomination and Remuneration Policy/ Charter

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Charter has been posted on the website of the Company at www.oseaspre.com

14. Independent Directors Meeting

During the year under review, the Independent Directors met on 9[th] February, 2021, inter alia, to discuss:

Evaluation of the performance of the Board as a whole;
Evaluation of performance of the Non-Independent Non-Executive Directors and
Chairman of the Board;

 To assess the quality, quantity and timelines of the flow of information between the Company and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

15. AUDIT COMMITTEE:

Your Company has constituted the Audit Committee in terms of the requirements of the Companies Act, 2013 and the rules made thereunder comprising of two Independent Directors namely, Mr. Sanjive Arora, Mr. D.S. Gagrat, and one None Independent Director Mr. S. Raja respectively.

During the year under review, total Four (4) Board Meetings were held on 24[th] June ,2020, 18[th] August, 2020, 29[th] October, 2020 and 9[th] February, 2021 respectively.

The Company has established a vigil mechanism through the committee, wherein the genuine concerns are expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and directors who express their concerns. The Company has provided the details of the vigil mechanism in the Whistle Blower Policy and also posted on the website of the Company.

16. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has constituted a Nomination and Remuneration Committee (NRC) in terms of the requirements of the Companies Act, 2013 and the rules made thereunder comprising of two Independent Directors namely, Mr. Sanjive Arora, Mr. D. S. Gagrat, and one None Independent Director Mr. J. C. Bham respectively.. The Company has duly complied with the provisions of Section 178(1) of the Companies Act, 2013 i.e. majority of its members are Independent Directors. During the year under review, the Committee met on 24[th] June, 2020 and 9[th] February, 2021.

The broad terms of reference of the Nomination and Remuneration Committee includes:

Setup and composition of the Board and its committees.
Evaluation of performance of the Board, its committees and Individual Directors.
Remuneration for Directors, KMP and other employees.

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17. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, confirms that:

1) in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there are no material departures;

2) they have selected such accounting policies 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 loss of the Company for that period;

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

4) they have prepared the Annual Accounts on a going concern basis; and
5) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

6) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2020-2021.

18. PARTICULARS OF EMPLOYEES:

The Information as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as “ Annexure A”.

19. AUDITORS:

Statutory Auditors

Pursuant to the provisions of Sections 139, 141, 142 and all other applicable provisions, if any, of the Companies Act, 2013, and the rules made thereunder including any statutory amendment(s) or modification(s) or re-enactment thereof for the time being in force, M/s. Kalyaniwalla & Mistry LLP, Chartered Accountants, Mumbai, (Firm Registration No. 104607W / W100166), re-appointment as the Statutory Auditors of the Company for the second term of 5 (Five) consecutive years to hold office from the conclusion of 38[th] Annual General Meeting (AGM) until the conclusion of the 43[rd] AGM to be held in the year 2025 at a remuneration determined by the Board of Directors of the Company as per the recommendation of the Audit Committee.

The Report given by the auditors on the Financial Statement of the Company for F.Y 2020 – 2021 forms part of the Annual Report.

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Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Parikh & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as “ Annexure B ”.

Internal Auditors

The Internal Auditor of the Company - M/s. K. S. Thar & Co., Chartered Accountants (Registration No. 110959W), have conducted the internal audit of the Company for the F.Y. 2020-2021. The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee.

20. AUDITORS QUALIFICATIONS:

Statutory Auditors’ Report and Secretarial Auditors’ Report do not contain any qualification, reservation or adverse remarks.

21. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There have been no significant and material orders passed by the regulators, courts and tribunals impacting the going concern status and the Company’s operations in future.

22. MATERIAL CHANGES:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial statement relates up to the date of this report.

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Audit plays a key role in providing assurance to the Board of Directors with respect to the Company having adequate Internal Financial Control Systems. The Company has adequate Internal Control System and processes in place with respect to its financial statements which provides reasonable assurance and reliability of financial reporting and preparation of Financial Statements.

The reports and findings of the internal auditor and the internal control system are reviewed periodically by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

24. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Assessment & Management Policy, duly reviewed by the Audit Committee, establishing the philosophy of the Company towards risk identification, analysis and prioritization of risks, development of risk mitigation plans and reporting to the Board periodically. The Policy is applicable to all the functions and departments of the Company. The said Policy is available on the website of the Company at www.oseaspre.com

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25. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has not received any complaint on sexual harassment during the financial year 2020-2021.

26. CODE OF CONDUCT

The Board of Directors has adopted the Code of Ethics and Business Principles for Non-Executive Directors as also for the employees including Whole-Time Directors, Manager and other members of Senior Management. All members of the Board and senior management personnel have affirmed compliance with the Code. The said Code has been communicated to all the Directors and members of the Senior Management. The Code has also been posted on the Company website on www.oseaspre.com.

27. PREVENTION OF INSIDER TRADING CODE:

The Company has adopted a Code of Conduct to regulate, monitor and report trading by Designated Persons and code of practices and procedures for fair disclosures of unpublished price sensitive information (“Code”) in terms of SEBI (Prohibition of Insider Trading) Regulations, 2015 and any statutory amendment (s)/ modification(s) thereof. In compliance with the SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, (“Amendment Regulations”), Company has amended the Code.

The Code is applicable to Directors, Employees, Designated Persons and other Connected Persons of the Company.

28. CORPORATE SOCIAL RESPONSIBILTY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company and hence the Company is not required to spend any Corporate Social Responsibility expenses during the year under review.

29. CORPORATE GOVERNANCE:

The provisions of Regulation 27 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with respect to the Corporate Governance Report is not applicable to the Company.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 with regards to the Management Discussion and Analysis Report is not applicable to the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS .

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings, Committee Meetings and Annual General Meetings.

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32. APPRECIATION:

The Directors express their appreciation to all the employees of the Company for their diligence and contribution of their performance. The Directors also record their appreciation for the support and co-operation received from agents, suppliers, bankers and all other stakeholders. Last but not the least, the Directors wish to thank all shareholders for their continued support.

By Order of the Board of Directors FOR OSEASPRE CONSULTANTS LIMITED

Sd/-

_______ J. C. Bham CHAIRMAN

DIN: 02806038

Place: Mumbai Dated: 25[th] May , 2021

Registered Office:

Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai – 400 001

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ANNEXURE A TO DIRECTORS’ REPORT:

DETAILS OF THE REMUNERATION OF DIRECTORS, KMP’S AND EMPLOYEES

[Pursuant To Section 197(12) of the Companies Act, 2013 read with Rule 5 (1) Of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

a. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2020-2021, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2020-2021 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No.	Name of Director/ KMP and Designation	Remuneration of Director/KMP for Financial Year 2020-2021 (₹ in Lakh)	% increase in Remuneration in the Financial Year 2020-2021	Ratio of remuneration of each Director/to median remuneration of employees
1	Mr. J. C. Bham Non – Executive / Non – Independent Director	-	-	-
2	Mr. S. Raja Non – Executive / Non – Independent Director	-	-	-
3	Mr. Sanjive Arora Non-Executive / Independent Director	-	-	-
4	Mr. D. S. Gagrat Non-Executive / Independent Director	-	-	-
5	Mrs. Bakhtavar A. Pardiwalla, Non – Executive / Non – Independent / Women Director	-	-	-
6	Mr. Ganesh S. Pardeshi Company Secretary & Chief Financial Officer	6.50	-	#
7	Mr. Ankush M. Shah Manager	-	-	-

Since there is no common denomination for the period of 2 years, comparison of remuneration of Directors to Employees and comparison of remuneration of KMP against the performance of the company cannot be provided.

b. The median remuneration of the Company employee during the Financial Year 2020-2021 was ₹ 6.50 lakhs. In the Financial Year 2020-2021, there was no increase in the median remuneration of the employee.
c. There was 1 permanent employee on the Payroll of the Company as on 31[st] March, 2021.
d. It is hereby confirmed that the remuneration is paid as per the Remuneration policy of the Company.

Place: Mumbai FOR OSEASPRE CONSULTANTS LIMITED Date: 25[th] May, 2021 Sd/-

_______ J. C. Bham Chairman DIN: 02806038

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PARIKH & ASSOCIATES Office

COMPANY SECRETARIES 111, 11[th ] Floor, Sai-Dwar CHS Ltd

Sab TV Lane, Opp Laxmi Industrial Estate, Off Link Road, Above Shabari Restaurant, Andheri (W), Mumbai : 400053 Tel No 26301232 / 26301233 / 26301240

Email : [email protected]

[email protected]

ANNEXURE B TO BOARD’S REPORT

FORM No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31[ST ] MARCH, 2021

(Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014)

To, The Members,

OSEASPRE CONSULTANTS LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Oseaspre Consultants Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company, the information to the extent provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by The Ministry of Corporate Affairs warranted due to the spread of the COVID-19 pandemic, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31[st ] March, 2021, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31[st] March, 2021 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

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Continuation Sheet

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

(a)The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments from time to time;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008; (Not applicable to the Company during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period)

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (Not applicable to the Company during the audit period) and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 and amendments from time to time; (Not applicable to the Company during the audit period)

(vi) As represented by the Management there are no sector specific laws applicable to the Company.

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Continuation Sheet

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings are generally complied with.

(ii) The Listing Agreements entered into by the Company with BSE Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which are generally complied.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, standards etc. mentioned above.

We further report that:

The Board of Directors of the Company is constituted with Non-Executive Directors and Independent Directors.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that there are systems and processes in the Company and are required to be strengthened to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period no events occurred which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

For Parikh & Associates Company Secretaries

Place: Mumbai Date: May 25, 2021 UDIN: F008102C000366801 Sd/Signature: J. U. Poojari Partner FCS No: 8102 CP No: 8187

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of this report.

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Continuation Sheet

‘Annexure A’

To, The Members OSEASPRE CONSULTANTS LIMITED

Our report of even date is to be read along with this letter.

Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.
We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.
The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For Parikh & Associates Company Secretaries

Place: Mumbai Date: May 25, 2021 UDIN: F008102C000366801 Sd/Signature: J. U. Poojari Partner FCS No: 8102 CP No: 8187

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C H A R T E R E D A C C O U N T A N T S

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF OSEASPRE CONSULTANTS LIMITED

Report on the Audit of the Ind AS Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of Oseaspre Consultants Limited (“the Company”), which comprise the Balance Sheet as at 31st March, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as ‘Ind AS financial statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (India Accounting Standard) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31[st] March, 2021, the loss and total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ‘Auditor’s Responsibilities for the Audit of the Ind AS Financial Statements’ section of our report. We are 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 our audit of the Ind AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the Ind AS financial statements

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Ind AS financial statements of the current period. We have determined that there are no key audit matters to communicate in our report.

Information Other than the Ind AS Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors report, but does not include the Ind AS financial statements and our auditor’s report thereon. The Director’s report is expected to be made available to us after the date of this auditor’s report.

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Our opinion on the Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

When we read the other information as specified above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Management’s Responsibility for the Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters in Section 134(5) of the Act with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the Ind AS financial statements, 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.

The Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS 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 our 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 Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the Ind AS 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 our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error,

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as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place with respect to Ind AS financial statements and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of 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 we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern
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.

We 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 we identify during our audit.

We also provide those charged with governance with a statement that we 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 our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A , a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.
As required by Section 143 (3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit .
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.

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d) In our opinion, the aforesaid Ind AS financial statements comply with the Ind AS prescribed under section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the directors as on 31[st] March, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on 31[st] March, 2021 from being appointed as a director in terms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls over Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B . Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over Ind AS financial statements
g) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, there is no remuneration paid / provided by the Company during the year. So the provisions of section 197 of the Act, do not apply.
h) 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 our opinion and to the best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financial position.
ii. The Company did not have any material foreseeable losses on long term contracts including derivative contracts requiring provision under the applicable law or accounting standards.
iii. There were no amounts which were required to be transferred, to the Investor Education and Protection Fund by the Company.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants Firm Registration No. 104607W/W100166

Sd/-

Jamshed K. Udwadia

Partner Membership No.: 124658 UDIN No.: 21124658AAAADN4474 Mumbai; 25[th] May, 2021.

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Annexure A to the Independent Auditor’s Report

Referred to in Para 1 ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditors’ Report to the members of the Company on the Ind AS financial statements for the year ended 31[st] March, 2021.

Statement on Matters specified in paragraphs 3 & 4 of the Companies (Auditor’s Report) Order, 2016:

i) a) The Company has generally maintained proper records showing particulars, including quantitative details and situation of fixed assets.
b) As explained to us, the Company has a program for physical verification of fixed assets at periodic intervals. In our opinion, the period of verification is reasonable having regard to the size of the Company and the nature of its assets. There are no discrepancies reported on such verification.
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii) The Company being a service company does not have any inventory and hence provision of paragraph 3 (ii) of the Order is not applicable to the Company.
iii) The Company has not granted any loans, secured or unsecured, to companies, firms, limited liability partnerships or other parties listed in the register maintained under section 189 of the Companies Act. Accordingly, the provisions of sub-clause (a), (b) and (c) of paragraph 3 (iii) of the Order are not applicable, to the Company.
iv) The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186. Therefore, provisions of Clause 3(iv) of the said Order are not applicable to the Company.
v) According to the information and explanations given to us, the Company has not accepted any deposits, from the public as per the directives issued by the Reserve Bank of India, to which the provisions of sections 73 to 76, or any other relevant provisions of the Companies Act and the rules framed there under apply. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi) We are informed that the maintenance of cost records has not been prescribed by the Central Government of India under section 148(1) of the Act, for any of the services rendered by the Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company.
vii) a) According to the information and explanation given to us and the records examined by us, the Company is generally regular in depositing undisputed statutory dues, including dues pertaining to provident fund, employees’ state insurance, income-tax, goods and service tax, profession tax, cess and any other statutory dues with the appropriate authorities, wherever applicable and there are no such outstanding dues as at 31[st] March, 2021, for a period of more than six months from the date they became payable.

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b) According to the information and explanations given to us there are no dues of Income tax, goods and service tax, or duty of customs or duty of excise or value added tax which have not been deposited on account of any dispute.
viii) According to the information and explanations given to us the Company did not have any loans or borrowings to financial institutions, banks or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable to the Company.
ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
x) Based upon the audit procedures performed by us, to the best of our knowledge and belief and according to the information and explanations given to us by the Management, no material fraud on, or by the Company, has been noticed or reported during the year.
xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not paid/provided any managerial remuneration during the year. Accordingly, paragraph 3(xi) of the Order is not applicable to the Company.
xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.
xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and hence the provisions of paragraph 3(xvi) of the Order is not applicable.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants Firm Registration No. 104607W /W100166

Sd/-

Jamshed K. Udwadia

Partner Membership No.: 124658 UDIN No.: 21124658AAAADN4474 Mumbai; 25[th] May, 2021.

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Annexure B to the Independent Auditor’s Report

Referred to in Para 2 (f) ‘Report on Other Legal and Regulatory Requirements’ in our Independent Auditor’s Report to the members of the Company on the Ind AS financial statements for the year ended 31[st] March, 2021.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over Ind AS financial statements of Oseaspre Consultants Limited (“the Company”) as of 31[st] March, 2021 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over Ind AS financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of internal financial controls over financial reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over Ind AS financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over Ind AS financial statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over Ind AS financial statements and their operating effectiveness.

Our audit of internal financial controls system over Ind AS financial statements included obtaining an understanding of internal financial controls over Ind AS financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over Ind AS financial statements.

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KALYANIWALLA & MISTRY LLP

Meaning of Internal Financial Controls over Ind AS financial statements

A Company's internal financial control over Ind AS financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over Ind AS financial statements include those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the Ind AS financial statements.

Inherent Limitations of Internal Financial Controls over Ind AS financial statements

Because of the inherent limitations of internal financial controls over Ind AS financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over Ind AS financial statements to future periods are subject to the risk that the internal financial control over Ind AS financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over Ind AS financial statements and such internal financial controls over Ind AS financial statements were operating effectively as at 31[st] March, 2021, based on the internal control over Ind AS financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KALYANIWALLA & MISTRY LLP

Chartered Accountants Firm Registration No. 104607W/W100166

Sd/-

Jamshed K. Udwadia

Partner Membership No.: 124658 UDIN No.: 21124658AAAADN4474 Mumbai; 25[th] May, 2021.

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OSEASPRE CONSULTANTS LIMITED

Balance Sheet as at 31st March, 2021

		(Amount in INR)	(Amount in INR)
Particulars	Note No.	As at 31st March, 2021	As at 31st March, 2020
ASSETS Non-current assets (a) Property, Plant and Equipment (b) Investment Property (c) Financial Assets (i) Investments (d) Deferred Tax Assets (Net) Total Non-Current assets Current assets (a) Financial Assets (i) Cash and cash equivalents (ii) Bank balances other than (i) above (b) Other Current Tax Assets (Net) (c) Other current assets Total Current assets TOTAL ASSETS EQUITY AND LIABILITIES Equity (a) Equity Share capital (b) Other Equity Total Equity Liabilities Current liabilities (a) Other current liabilities Total Current liabilities TOTAL EQUITY AND LIABILITIES	3 4 5 6 7 8 9 10 11 12 13	- 53,608 - 3,508	1 54,283 - 3,508
		57,116	57,792
		500,688 8,641,612 51,371 29,420	85,466 9,444,437 129,344 12,031
		9,223,090	9,671,277

		9,280,206	9,729,069
		2,000,000 7,225,306	2,000,000 7,639,269
		9,225,306	9,639,269
		54,900	89,800
		54,900	89,800

		9,280,206	9,729,069

The accompanying notes are an integral part of the financial statements - 1 to 30

As per our report attached For KALYANIWALLA & MISTRY LLP Chartered Accountants Firm Regn No. 104607W/W100166

For and on behalf of the Board of Directors Oseaspre Consultants Limited CIN: L74140MH1982PLC027652

Sd/-

Sd/Sd/-

Jamshed K. Udwadia Partner M.No. 124658 Date: 25th May, 2021 Place: Mumbai

Mr. J. C. Bham Mr. S. Raja Director Director DIN : 02806038 DIN : 03149272

Sd/-

Mr. Ganesh S. Pardeshi

Company Secretary / Chief Financial Officer Date: 25th May, 2021 Place: Mumbai

31 | Page

OSEASPRE CONSULTANTS LIMITED

Statement of Profit and Loss for the year ended 31st March, 2021

		(Amount in INR)	(Amount in INR)
Particulars	Note No.	Year Ended 31st March, 2021	Year Ended 31st March, 2020
INCOME I Other Income II Total Income III EXPENSES Employee benefits expense Depreciation and amortisation expenses Other expenses Total Expenses (III) IV (Loss) / Profit before exceptional items and tax (II - III) V Exceptional items VI (Loss) / Profit Before Tax (IV - V) VII Tax expense: Current tax Prior year tax adjustments Total Tax Expenditure (VII) VIII(Loss) / Profit for the year (VI - VII) IX Other comprehensive income (i) Items that will not be reclassified to profit or loss - Change in fair value of equity investments (ii) Income tax relating to items that will not be reclassified to profit or loss X Total comprehensive income for the year (VIII + IX) XI Earnings per equity share of nominal value of INR 10/- each (i) Basic (in INR) (ii)Diluted(in INR)	14 15 16 17 18 19	773,014	1,025,779
		773,014	1,025,779
		650,388 675 522,119	650,388 675 939,648
		1,173,182	1,590,711
		(400,169) -	(564,932) -
		(400,169) - 13,794	(564,932) - (190)
		13,794	(190)
		(413,963)	(564,742)
		- -	(723,196) 150,425
		-	(572,771)

		(413,963)	(1,137,513)
		(2.07) (2.07)	(2.82) (2.82)

The accompanying notes are an integral part of the financial statements - 1 to 30

As per our report attached For KALYANIWALLA & MISTRY LLP Chartered Accountants Firm Regn No. 104607W/W100166

For and on behalf of the Board of Directors Oseaspre Consultants Limited CIN: L74140MH1982PLC027652

Sd/-

Sd/-

Jamshed K. Udwadia Partner M.No. 124658 Date: 25th May, 2021 Place: Mumbai

Mr. J. C. Bham Mr. S. Raja Director Director DIN : 02806038 DIN : 03149272

Sd/-

Mr. Ganesh S. Pardeshi

Company Secretary / Chief Financial Officer Date: 25th May, 2021 Place: Mumbai

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OSEASPRE CONSULTANTS LIMITED

Statement of Cash Flow for the year ended 31st March, 2021

		(Amount in INR)	(Amount in INR)
	Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
A B C	CASH FLOW FROM OPERATING ACTIVITIES (Loss) / Profit before Exceptional Items and Tax *Adjustments for :* Depreciation and amortisation expense Profit on sale of mutual funds Interest income Adjustments for changes in working capital Other current assets Other current liabilities Direct taxes paid (Net) NET CASH (USED IN) OPERATING ACTIVITIES (A) CASH FLOW FROM INVESTING ACTIVITIES Term Deposit placed with bank Term Deposit with bank-matured Purchase of investments Proceeds from sale of mutual funds Interest received NET CASH FROM INVESTING ACTIVITIES (B) CASH FLOW FROM FINANCING ACTIVITIES (C) NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) CASH AND CASH EQUIVALENTS AT THE COMMENCEMENT OF THE YEAR CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR	(400,169) 675 (206,902) (74,218)	(564,932) 675 (499,334) (46,445)
		(680,614) (17,389) (34,900)	(1,110,036) (3,522) 19,608
		(732,903) 64,180	(1,093,950) 28,893
		(668,723)	(1,065,057)
		(36,500,000) 37,300,000 (8,800,000) 9,006,902 77,043	(9,400,000) 9,500,000 (28,900,000) 29,399,334 50,668
		1,083,945	650,002

		-	-
		415,222 85,466	(415,055) 500,520
		500,688	85,466

Notes:

1	Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
	Cash and cash equivalents comprises of : Balances with banks in current accounts Cash on hand	495,344 5,344	79,721 5,745
		500,688	85,466

2 The above Statement of cash flow has been prepared under the 'Indirect Method' as set out in Ind AS 7, 'Statement of Cash Flows'.

3 Figures in brackets are outflows / deductions. Previous years figures have been regrouped wherever necessary.

As per our report attached For KALYANIWALLA & MISTRY LLP Chartered Accountants Firm Regn No. 104607W/W100166

For and on behalf of the Board of Directors Oseaspre Consultants Limited CIN: L74140MH1982PLC027652

Sd/-

Jamshed K. Udwadia Partner M.No. 124658 Date: 25th May, 2021 Place: Mumbai

Sd/Sd/Mr. J. C. Bham Mr. S. Raja Director Director DIN : 02806038 DIN : 03149272

Sd/-

Mr. Ganesh S. Pardeshi

Company Secretary / Chief Financial Officer Date: 25th May, 2021 Place: Mumbai

33 | Page

OSEASPRE CONSULTANTS LIMITED

Statement of changes in equity for the year ended 31st March, 2021

(A) EQUITY SHARE CAPITAL

(A) EQUITY SHARE CAPITAL
	(Amount in INR)
Particulars	Note No.	Balance
As at March 31, 2019 Changes in equity share capital during the year As at March 31, 2020 Changes in equity share capital during the year As at March 31, 2021	11	2,000,000 -
	11	2,000,000 -
	11	2,000,000

(B) OTHER EQUITY (Refer Note No. 12)

(B) OTHER EQUITY (Refer Note No. 12)
	(Amount in INR)
Particulars	Reserves & Surplus		Items of Other Comprehensive income	Total
	General Reserve	Retained Earnings	Equity Instruments through Other Comprehensive Income
Balance as at March 31, 2019 Profit for the year Other comprehensive income for the year, net of income tax Total comprehensive income for the year Balance as at March 31, 2020 Loss for the year Other comprehensive income for the year, net of income tax Total comprehensive income for the year	1,018,674 - -	7,191,869 (564,742) -	566,239 - (572,771)	8,776,782 (564,742) (572,771)
	-	(564,742)	(572,771)	(1,137,513)

	1,018,674	6,627,127	(6,532)	7,639,269
	-	(413,963) -	- -	(413,963) -
	-	(413,963)	-	(413,963)

Balance as at March 31, 2021	1,018,674	6,213,164	(6,532)	7,225,306

The accompanying notes are an integral part of the financial statements - 1 to 30

As per our report attached For KALYANIWALLA & MISTRY LLP Chartered Accountants Firm Regn No. 104607W/W100166

For and on behalf of the Board of Directors Oseaspre Consultants Limited CIN: L74140MH1982PLC027652

Sd/-

Sd/Sd/-

Jamshed K. Udwadia Partner M.No. 124658

Mr. J. C. Bham Mr. S. Raja Director Director DIN : 02806038 DIN : 03149272

Date: 25th May, 2021 Place: Mumbai

Sd/-

Mr. Ganesh S. Pardeshi

Company Secretary / Chief Financial Officer Date: 25th May, 2021 Place: Mumbai

34 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

1. GENERAL INFORMATION ABOUT THE COMPANY

Oseaspre Consultants Limited (the Company) was incorporated on June 28, 1982. It is engaged in the business of provision of technical know-how or rendering of services in connection with the provision of technical know-how. The Company is a public company limited by shares, incorporated and domiciled in India and is listed on the Bombay Stock Exchange (BSE). The Company’s registered office is at Neville House, J.N. Heredia Marg, Ballard Estate, Mumbai – 400 001.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Statement of compliance

These Financial Statements have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 (‘Act’) read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 as amended and other relevant provisions of the Act.

The accounting policies are applied consistently to all the years presented in the financial statements.

(b) Basis of Preparation and Presentation

The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability, if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, Level 2 or Level 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

All assets and liabilities have been classified as Current and Non-Current as per the Company's normal operating cycle and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of services rendered and the time between the rendering of the services and their realisation in cash and cash equivalent, the Company has ascertained its operating cycle as twelve months for the purpose of Current and Non-Current classification of assets and liabilities.

All the Indian Accounting Standards (“Ind AS”) issued and notified by the Ministry of Corporate Affairs are effective and considered for the significant accounting policies to the extent relevant and applicable for the Company.

The financial statements are presented in Indian Rupees.

(c) Use of estimates and judgments

In the course of applying the policies outlined in all notes under Note 2 above, the Company is required to make judgments, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future period, if the revision affects current and future period.

(d) Property, Plant and Equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Cost includes purchase price, taxes and duties and other direct costs incurred for bringing the asset to the condition of its intended use. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. All other repair and maintenance costs are recognized in statement of profit and loss as incurred. Borrowing costs attributable to the acquisition or construction of a qualifying asset is also capitalised as part of the cost of the asset.

Depreciation on property, plant and equipment, is provided on the straight-line method, prorata to the period of use, over their useful life. The estimated useful lives and residual values are as prescribed in Schedule II to the Companies Act, 2013.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Estimated useful lives of the assets are as follows:

Asset	Useful Life
Electrical Installation	10years

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in statement of profit and loss.

The Company had elected to measure all its property, plant and equipment at the previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e. April 01, 2016.

(e) Investment Property

Investment properties are properties held to earn rentals and/or for capital appreciation. Investment properties are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Depreciation on investment property is provided on the straight-line method, pro-rata to the period of use, over the useful life as prescribed in Schedule II to the Companies Act, 2013

An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in statement of profit and loss in the period in which the property is derecognized.

The Company had elected to measure all its investment property at the previous GAAP carrying amount as its deemed cost on the date of transition to Ind AS i.e. April 1, 2016.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

(f) Impairment of tangible assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cashgenerating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in statement of profit and loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cashgenerating unit) is increased to the revised estimate of its recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash- generating unit) in prior years. A reversal of an impairment loss is recognized immediately in statement of profit and loss.

(g) Cash and Cash equivalents

Cash and cash equivalents includes cash in hand, demand deposits with banks and other short term highly liquid investments, which are readily convertible into cash and which are subject to an insignificant risk of change in value and have original maturities of three months or less.

(h) Financials Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

liabilities {other than financial assets and financial liabilities at fair value through profit or loss (‘FVTPL”)} are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in statement of profit and loss.

Financial assets:

On initial recognition, a financial asset is recognised at fair value. All recognized financial assets are subsequently measured in their entirety at either amortized cost or fair value through profit or loss (FVTPL) or fair value through other comprehensive income (FVOCI) depending on the classification of the financial assets.

Financial assets are not reclassified subsequent to their recognition, except if and in the period the Company changes its business model for managing financial assets.

Investment in Equity Instruments:

All investments in equity instruments classified under financial assets are initially measured at fair value. The Company may, on initial recognition, irrevocably elect to measure the same either at FVOCI or FVTPL.

The Company makes such election on an instrument-by-instrument basis. Fair value change on an equity instrument is recognised in the Statement of Profit and Loss unless the Company has elected to measure such instrument at FVOCI. Fair value changes excluding dividends, on an equity instrument measured at FVOCI are recognised in OCI. Amounts recognised in OCI are not subsequently reclassified to the Statement of Profit and Loss. Dividend income on the investments in equity instruments are recognised in the Statement of Profit and Loss.

Investment in mutual funds:

All investments in mutual funds are measured at fair value through profit and loss (FVTPL)

Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the contractual rights to receive the cash flows from the asset.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

Impairment of Financial Asset

Expected credit losses are recognized for all financial assets subsequent to initial recognition other than financials assets in FVTPL category.

ECL is the weighted-average of difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate, with the respective risks of default occurring as the weights. When estimating the cash flows, the Company is required to consider:

All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets.
Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

For financial assets the Company recognizes 12 month expected credit losses for all originated or acquired financial assets if at the reporting date the credit risk of the financial asset has not increased significantly since its initial recognition. The expected credit losses are measured as lifetime expected credit losses if the credit risk on financial asset increases significantly since its initial recognition. The Company assumes that the credit risk on a financial asset has not increased significantly since initial recognition if the financial asset is determined to have low credit risk at the balance sheet date.

Financial liabilities and equity instruments Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in statement of profit and loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

Financial liabilities

Financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial liabilities are initially measured at the amortised cost unless at initial recognition, they are classified as fair value through profit or loss.

All financial liabilities are subsequently measured at amortized cost using the effective interest method. Financial liabilities carried at fair value through profit or loss are measured at fair value with all changes in fair value recognised in the Statement of Profit and Loss. Interest expense are included in the ‘Finance costs’ line item.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired.

(i) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). When discounting is used, the increase in provision due to the passage of time is recognised as a finance cost.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

(j) Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated rebates and similar allowances.

Dividend and interest income

Dividend income from investments is recognized when the Company's right to receive payment has been established.

Interest income from a financial asset is recognized using the effective interest rate (EIR), which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset's net carrying amount on initial recognition.

(k) Cost recognition

Costs and expenses are recognized when incurred and are classified according to their nature.

(l) Employee Benefits

Short-term employee benefits are recognized as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered.

Post-employment and other long term benefits

The provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 and Payment of Gratuity Act, 1972 are not applicable to the Company.

(m) Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in statement of profit and loss in the period in which they are incurred.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing costs also include exchange differences to the extent regarded as an adjustment to the borrowing costs.

(n) Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

The Company as Lessor

Rental income from operating leases is generally recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The Company as Lessee

Rental expense from operating leases is generally recognised on a straight-line basis over the term of the relevant lease. Where the rentals are structured solely to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases, such increases are recognised in the year in which such benefits accrue. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

(o) Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to the equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus issue, bonus element in a rights issue and shares split that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating Diluted Earnings per share, the net profit or loss for the period attributable to the equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31[st] March, 2021

(p) Taxation

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against those deductible temporary differences which can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwiil.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognised in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

3 Property, Plant and Equipment

Property, Plant and Equipment
	(Amount in INR)
Description of Assets	Electrical Installation	Total
I. Gross Block Balance as at March 31, 2019 Additions Disposals Balance as at March 31, 2020 Additions Disposals Balance as at March 31, 2021 II. Accumulated depreciation and impairment Balance as at March 31, 2019 Depreciation expense for the year Balance as at March 31, 2020 Depreciation expense for the year Balance as at March 31, 2021 III. Net block (I-II) Balance as at March 31, 2021 Balance as at March 31, 2020	1 - -	1 - -
	1 - -	1 - -
	1 - -	1 - -
	- 1	- 1
	1 - 1	1 - 1

4 Investment Property

Investment Property
	(Amount in INR)
Description of Assets	Leasehold Land	Factory Building	Total
I. Gross Block Balance as at March 31, 2019 Additions Disposals Balance as at March 31, 2020 Additions Disposals Balance as at March 31, 2021 II. Accumulated depreciation Balance as at March 31, 2019 Depreciation expense for the year Balance as at March 31, 2020 Depreciation expense for the year Balance as at March 31, 2021 III. Net block (I-II) Balance as at March 31, 2021 Balance as at March 31, 2020	66,785 - -	11,610 - -	78,395 - -
	66,785 - -	11,610 - -	78,395 - -
	66,785 23,437 675	11,610 - -	78,395 23,437 675 24,112 675 24,787 53,608 54,283
	24,112 675	- -
	24,787 41,998 42,673	- 11,610 11,610

a) The Company has given land and building on operating lease admeasuring approximately 2500 sq. feet situated at C-1B / 517 G. I. D. C., Gundlav, Valsad.

b) The Company is unable to determine fair value of the said property reliably since comparable market transactions are infrequent and alternative reliable measurements of fair value are not available.

c) There is no direct operating expense that generates rental income.

45 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

5 INVESTMENTS - NON CURRENT

INVESTMENTS - NON CURRENT
		(Amount in INR)
Particulars	Paid up Value / Face	As at		As at
		31st March, 2021		31st March, 2020
Investment in Equity Instruments At fair value through Other Comprehensive Income Unquoted, fully paid - up Equity Shares INOR Medical Products Limited *	INR 10 each	No. of Shares 48,000	(INR) -	No. of Shares 48,000	(INR) -
TOTAL			-		-

Aggregate carrying value of unquoted investments			-		-
Aggregate amount of impairment in the value of investment			-		723,196

Net Worth of INOR Medical Products Limited as on 31st March, 2021 was NIL. Subsequently value of INOR Medical Products Limited 48,000 Equity Shares of INR 10 each held by the Company was NIL as on 31st March, 2021. Valuation of these shares calculated by Net Asset Value method as per the requirement of Ind AS.

6 DEFERRED TAX ASSETS

DEFERRED TAX ASSETS
	(Amount in INR)
Particulars	As at	As at
	31st March, 2021	31st March, 2020
Deferred tax on account of equity shares through other	3,508	3,508
TOTAL	3,508	3,508

46 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

7 CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS	CASH AND CASH EQUIVALENTS
(Amount in INR)
Particulars	As at 31st March, 2021	As at 31st March, 2020
Balances with banks in current accounts Cash on hand	495,344 5,344	79,721 5,745
TOTAL	500,688	85,466

8 OTHER BANK BALANCES

OTHER BANK BALANCES	OTHER BANK BALANCES	OTHER BANK BALANCES
(Amount in INR)
Particulars	As at 31st March, 2021	As at 31st March, 2020
Bank Deposit with maturity less than twelve months Deposit under Escrow Accounts (Refer Note below)	36,381 8,605,231	35,191 9,409,246
TOTAL	8,641,612	9,444,437

Note: The deposit under the Investment Deposit Scheme,1986 is a designated account under the scheme to be operated only for the purpose of acquisition of assets or repayment of term loans.

9 CURRENT TAX ASSETS

CURRENT TAX ASSETS	CURRENT TAX ASSETS	CURRENT TAX ASSETS
(Amount in INR)
Particulars	As at 31st March, 2021	As at 31st March, 2020
Advance income tax (Net of provision for tax Rs. 645,000/- previous year Rs. 685,500/-)	51,371	129,344
TOTAL	51,371	129,344

10 OTHER CURRENT ASSETS

OTHER CURRENT ASSETS	OTHER CURRENT ASSETS	OTHER CURRENT ASSETS
(Amount in INR)
Particulars	As at 31st March, 2021	As at 31st March, 2020
Prepaid expenses Input Goods & Service Tax (GST) Credit	7,344 22,076	8,485 3,546
TOTAL	29,420	12,031

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

11 EQUITY SHARE CAPITAL Authorised 200,000 Equity Shares of INR 10 each Issued , Subscribed and Paid Up 200,000 Equity Shares of INR 10 each fully paid up TOTAL
	Number of Shares		Amount in INR
	As at 31st March, 2021	As at 31st March, 2020	As at 31st March, 2021	As at 31st March, 2020
Authorised 200,000 Equity Shares of INR 10 each Issued , Subscribed and Paid Up 200,000 Equity Shares of INR 10 each fully paid up	200,000 200,000	200,000 200,000	2,000,000 2,000,000	2,000,000 2,000,000
TOTAL	200,000	200,000	2,000,000	2,000,000

a) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Equity Shares	Number of Shares	Number of Shares	Amount in INR	Amount in INR
	As at 31st March, 2021	As at 31st March, 2020	As at 31st March, 2021	As at 31st March, 2020
Add: Shares issued during the year At the beginning of the year	200,000 -	200,000 -	2,000,000 -	2,000,000 -

Outstanding at the end of theyear	200,000	200,000	2,000,000	2,000,000

b) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of INR 10/- per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

c) The details of shareholders holding more than 5% shares in the Company

	Number of Shares	Number of Shares	% Holding	% Holding
	As at 31st March, 2021	As at 31st March, 2020	As at 31st March, 2021	As at 31st March, 2020
Jehangir Nusli Wadia	14,450	14,450	7.22	7.22
Nowrosjee Wadia & Sons Ltd.	87,243	86,943	43.62	43.47
Tristar Charitable Foundation	38,450	38,450	19.23	19.23

d) Information regarding issue of shares during last five years

i) No shares were alloted pursuant to contracts without payment being received in cash. ii) No bonus shares have been issued. iii) No shares have been bought back.

48 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

12 OTHER EQUITY

OTHER EQUITY	OTHER EQUITY	OTHER EQUITY
(Amount in INR)
Particulars	As at 31st March, 2021	As at 31st March, 2020
General Reserve Surplus in the statement of profit and loss Items of Other Comprehensive Income: - Equity instruments through other comprehensive income	1,018,674 6,213,164 (6,532)	1,018,674 6,627,127 (6,532)
TOTAL	7,225,306	7,639,269

Nature and purpose of reserves

a) General Reserve

Mandatory transfer to general reserve is not required under the Companies Act, 2013. There is no movement in General Reserve during the current and previous year.

b) Surplus in the statement of Profit and loss

This represents the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.

c) Equity instruments through other comprehensive income

The fair value change of the equity instruments measured at fair value through other comprehensive income is recognised in equity instruments through other omprehensive income. On disposal, the cumulative fair value changes on the said instruments will be reclassified to free reserves.

13 OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES	OTHER CURRENT LIABILITIES	OTHER CURRENT LIABILITIES
(Amount in INR)
Particulars	As at 31st March, 2021	As at 31st March, 2020
Statutory dues Other Liabilities	5,975 48,925	34,000 55,800
TOTAL	54,900	89,800

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OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

14 OTHER INCOME

OTHER INCOME	OTHER INCOME	OTHER INCOME
(Amount in INR)
Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
Rent Interest income - on term deposit - on Income tax refund Profit on sale of mutual funds Unclaimed balances / excess provisions written back	480,000 74,218 4,894 206,902 7,000	480,000 40,368 6,077 499,334 -
TOTAL	773,014	1,025,779

15 EMPLOYEE BENEFIT EXPENSE

EMPLOYEE BENEFIT EXPENSE	EMPLOYEE BENEFIT EXPENSE	EMPLOYEE BENEFIT EXPENSE
(Amount in INR)
Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
Salaries, wages and bonus	650,388	650,388
TOTAL	650,388	650,388

16 DEPRECIATION AND AMORTISATION EXPENSES

DEPRECIATION AND AMORTISATION EXPENSES	DEPRECIATION AND AMORTISATION EXPENSES	DEPRECIATION AND AMORTISATION EXPENSES
(Amount in INR)
Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
Depreciation on investment property	675	675
TOTAL	675	675

17 OTHER EXPENSES

OTHER EXPENSES	OTHER EXPENSES	OTHER EXPENSES
(Amount in INR)
Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
Professional fees Advertisement expense Listing fees Custodian fees Auditor's Remuneration - Audit fees (Exclusive of taxes) Other expenses	53,100 35,882 300,000 24,000 75,000 34,137	352,908 73,473 354,000 28,320 83,730 47,217
TOTAL	522,119	939,648

50 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

18 Tax Expense and Deferred Tax

(Amount in INR)

A Tax expense from continuing operations
Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
Current tax Prior year tax adjustments	- 13,794	- (190)
Total	13,794	(190)
Effective tax rate reconciliation
Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
(Loss) / Profit before tax Company's domestic tax rate: Tax using the Company’s domestic tax rate	(400,169) 19.24% -	(534,932) 19.24% -
B Deferred tax liabilities(net)
Particulars	Year Ended 31st March, 2021	As at 31st March, 2020
Tax effect on change in fair value of equity investments	-	-
	-	-
Reconciliation
Particulars	Year Ended 31st March, 2021	As at 31st March, 2020
Opening Balance of Deferred tax Recognised in/ reclassified from other comprehensive income Closing balance of Deferred tax	- -	146,916 (146,916)
	-	-
C Deferred tax assets(net)
Particulars	Year Ended 31st March, 2021	As at 31st March, 2020
Tax effect on change in fair value of equity investments	3,508	3,508
	3,508	3,508
Reconciliation
Particulars	Year Ended 31st March, 2021	As at 31st March, 2020
Opening Balance of Deferred tax Recognised in/ reclassified from other comprehensive income Closing balance of Deferred tax	- 3,508	- 3,508
	3,508	3,508

Particulars	Year Ended 31st March, 2021	Year Ended 31st March, 2020
(Loss) / Profit attributable to equity shareholders (in INR) Weighted average number of equity shares outstanding during the year Earnings per equity share of nominal value INR 10/- each Basic (in INR) Diluted(in INR)	(413,963) 200,000 (2.07) (2.07)	(564,742) 200,000 (2.82) (2.82)

51 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

20 Financial Instruments

A Accounting classification and fair values

Carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy, are presented below. Financial assets and financial liabilities such as cash and cash equivalents and other bank balances of which the carrying amount is a reasonable approximation of fair value due to their short term nature, are disclosed at carrying value.

	(Amount in INR)	(Amount in INR)	(Amount in INR)	(Amount in INR)
Particulars		As at 31st March, 2021	As at 31st March, 2020	Fair Value Hierarchy
Financial assets Non-current Measured at fair value through other comprehensive income (FVOCI) – Investment in equity shares Current Measured at Amortised Cost – Investment in preference shares – Cash and cash equivalents – Other bank balances Measured at fair value through profit and loss (FVTPL) Financial liabilities		- - 500,688 8,641,612 - -	- - 85,466 9,444,437 - -	Level 3

B Fair Value Hierarchy

The fair value of financial instruments as referred to in note (A) above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

Level1 : quoted prices (unadjusted) in active market for identical assets or liabilities Level2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices ) or indirectly (i.e. derived from prices)

Level3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs)

C Measurement of Fair Values

Valuation techniques and significant unobservable inputs

The following tables show the valuation technique used in measuring Level 3 items for the year ended March 31, 2021 and March 31, 2020 using significant unobservable inputs used.

Type	Valuation Technique
Investments in equityshares	Net worth of the Company

52 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

21 Financial risk management

The Company is only exposed to credit risk. Company has limited type of financial instruments and therefore is not exposed much to the risks attached to the financial instruments. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the financial statements.

i) Market Risk

Company does not deal in transactions in currency other than its functional currency therefore it is not exposed to foreign currency exchange risk. Additionally, Company does not have exposures to interest bearing securities.

ii) Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company's credit risk arises principally from cash & cash equivalents. The credit risk on liquid funds/ balances with banks is limited because the counterparties are banks or financial institutions with high credit-ratings assigned by credit-rating agencies. As at balance sheet date, the Company does not have significant concentration of credit risk.

iii) Liquidity risk management

The Company does not have any borrowings, hence it is not exposed to liquidity risk.

22 Capital Risk Management

The Company manages its capital to ensure that Company will be able to continue as going concern while maximizing the return through the optimization of the debt and equity balance.

The Company's capital requirement is mainly to fund its working capital requirements. The principal source of funding for the Company was internal accounts fund operations. The Company is not subject to any externally imposed capital requirements.

23 Assets given on Lease :

The Company has given factory building on lease. The total rent receipts recognized in the statement of profit and loss is INR 480,000 (previous year INR 480,000). The total future minimum lease receipts is given below:

(Amount in INR)	(Amount in INR)	(Amount in INR)
	As at 31st March, 2021	As at 31st March, 2020
In less than a year In 1 year to 5 years In more than 5years	480,000 520,000 -	480,000 520,000 -

53 | Page

OSEASPRE CONSULTANTS LIMITED

Notes to financial statements for the year ended 31st March, 2021

24 There were no transactions with Micro, Small and Medium Enterprises during the year as per the information provided by the management.

25 Related Party Disclosures:

a) List of related parties and relationships:

i) Key Managerial Personnel

Mr. J.C. Bham - Director

Mr. S. Raja - Director

Mr. Ganesh S. Pardeshi - Company Secretary / Chief Financial Officer

b) Details of transaction with related parties

Details of transaction with relatedparties	(Amount in INR)	(Amount in INR)
Nature of Transactions	Key Managerial Personnel
	Year Ended 31st March, 2021	Year Ended 31st March, 2020
Salary to Mr Ganesh Pardeshi	650,388	650,388
Total	650,388	650,388

c) There is no outstanding balance payable or receivable from related parties.

26 The Company has a single segment and hence there are no separate reportable segments under Indian Accounting Standard (Ind AS) 108 'Operating Segments'.

27 Dividend

The Board of Directors of the Company have not recommended any dividend for the financial year ended March 31,2021.

28 Subsequent Events

There are no significant subsequent events that would require adjustments or disclosures in the financial statements as on the balance sheet date.

29 The financial statements were authorised for issue by the Board of Directors on 25th May, 2021.

30 Figures for the previous year have been regrouped / restated wherever necessary.

As per our report attached

For KALYANIWALLA & MISTRY LLP

Chartered Accountants Firm Regn No. 104607W/W100166

For and on behalf of the Board of Directors Oseaspre Consultants Limited CIN: L74140MH1982PLC027652

Sd/-

Sd/Sd/-

Jamshed K. Udwadia

Partner M.No. 124658

Mr. J. C. Bham Mr. S. Raja Director Director DIN : 02806038 DIN : 03149272

Date: 25th May, 2021 Place: Mumbai

Sd/-

Mr. Ganesh S. Pardeshi

Company Secretary / Chief Financial Officer Date: 25th May, 2021 Place: Mumbai

54 | Page

OSEASPRE CONSULTANTS LIMITED

Registered Off: Neville House, J. N. Heredia Marg, Ballard Estate, Mumbai 400 001 Admin Off: C-1, Wadia International Centre, P. Budhkar Marg, Worli, Mumbai - 400 025 [ CIN: L74140MH1982PLC027652 ] [Email:[email protected]] [Website: www.oseaspre.com] [Tel Nos: 022 66620000] [Fax Nos: 022 67495200]

ATTENDANCE SLIP

ANNUAL GENERAL MEETING – Tuesday, 20[th] July, 2021

Name and Address of the : Shareholder

Email Id Registered Folio No./DP ID & : Client ID No. of Shares held :

Name of the Proxy :

____________ (To be filled-in if the Proxy Form has been duly deposited with the Company)

I certify that I am a registered Member/Proxy for the registered Member of the Company. I hereby record my presence at the Annual General Meeting of the Company to be held at the Administrative Office of the Company at C-1, Wadia International Centre, P. Budhkar Marg, Worli, Mumbai - 400 025 on Tuesday, 20[th] July, 2021 at 11.00 a.m.

Name of the Member/Proxy Signature of Member/Proxy

____ ________ Name of the Member/Proxy Signature of the Member/Proxy

NOTE :

1) Members/Proxy holders are requested to bring this Attendance Slip to the Meeting and hand over the same at the entrance duly signed.
2) Shareholder / Proxy holder desiring to attend the meeting may bring his / her copy of the Notice of the Annual General Meeting for reference at the meeting.
3) Kindly refer to the e-voting instructions in 39[th] AGM Notice.

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OSEASPRE CONSULTANTS LIMITED

PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies [Management and Administration] Rules, 2014]

Name and Address of the : Shareholder

Email Id :

Registered Folio No./DP ID & : Client ID

I/We, being the member(s) of __________ shares of the above named Company, hereby appoint:

Name: ______ resident of _____ Email: ____Signature __ or failing him/her, 2. Name: _____ resident of ____ Email: ____Signature __ or failing him/her, 3. Name: _____ resident of ____ Email: ____Signature ______

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at the Administrative Office of the Company at C-1, Wadia International Centre, P. Budhkar Marg, Worli, Mumbai - 400 025 on Tuesday, 20[th] July, 2021 at 11.00 a.m. and at any adjournment thereof in respect of such resolutions as are indicated on the reverse of this page.

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Resolution No.	Resolutions	For
	Ordinary Business
1	To receive, consider and adopt the Audited Balance Sheet as at 31stMarch, 2021 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Directors andAuditors thereon.
2	To consider re-appointment of Mr. J.C. Bham (DIN: 02806038), who retires by rotation in terms of Section 152 (6) of the CompaniesAct,2013.
Signed this ___ day of ___ 2021 Member’s Folio/DP ID-Client ID No. _______		Affix Re. 1/- Revenue Stamp

____ ______ Signature of the Member Signature of Proxy

Notes:

(1) The Proxy form in order to be effective should be duly completed and deposited at the Registered Office of the Company not less than 48 hours before the commencement of the meeting.
(2) For the Resolution please refer to the Notice of the 39[th] Annual General Meeting.
(3) Please put a ‘X’ in the appropriate column against the resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.
(4) Please complete all details including details of member(s) in above box before submission.

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AI assistant

Oseaspre Consultants Ltd. — Annual Report 2021

64089_rns_2021-06-24_8464c7cd-fc35-4d17-8483-2b13116293eb.pdf

OSEASPRE CONSULTANTS LIMITED

Scrip Code: 509782

For Oseaspre Consultants Limited

Ganesh S. Pardeshi

Enclosed: As above

OSEASPRE CONSULTANTS LIMITED ANNUAL REPORT FINANCIAL YEAR 2020 - 2021

CORPORATE INFORMATION

DIRECTORS

REGISTERED OFFICE

CORPORATE OFFICE:

AUDITORS

REGISTRAR & TRANSFER AGENT

Corporate Office:

Mumbai Office:

CONTENTS

OSEASPRE CONSULTANTS LIMITED

N O T I C E

Ordinary Business :

Date: 25[th] May, 2021 Place: Mumbai

Notes:

USER ID

PASSWORD

By Order of the Board of Directors For Oseaspre Consultants Limited

Ganesh S. Pardeshi Company Secretary

Date: 25[th] May, 2021 Place: Mumbai

ANNEXURE – I

ROUTE MAP

Venue - C-1, Wadia International Center, Pandurang Budhkar Marg, Worli,

Mumbai - 400 025

OSEASPRE CONSULTANTS LIMITED

BOARD’S REPORT TO THE MEMBERS

1. FINANCIAL RESULTS:

2. DIVIDEND:

3. OPERATIONS:

4. HOLDING AND SUBSIDIARIES:

5.

DEPOSITS:

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

7. RELATED PARTY TRANSACTIONS:

8.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

9. EXTRACT OF ANNUAL RETURN AS REQUIRED AND PRESCRIBED UNDER SECTION 92(3) OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

10. DIRECTORS AND KEY MANGERIAL PERSONNEL:

DIRECTOR RETIRING BY ROTATION

11. MEETING OF THE BOARD OF DIRECTORS

12. BOARD EVALUATION

13. Nomination and Remuneration Policy/ Charter

14. Independent Directors Meeting

15. AUDIT COMMITTEE:

16. NOMINATION AND REMUNERATION COMMITTEE:

18. PARTICULARS OF EMPLOYEES:

19. AUDITORS:

Statutory Auditors

Secretarial Auditors

Internal Auditors

20. AUDITORS QUALIFICATIONS:

21. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

22. MATERIAL CHANGES:

23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

24. RISK MANAGEMENT POLICY:

26. CODE OF CONDUCT

27. PREVENTION OF INSIDER TRADING CODE:

28. CORPORATE SOCIAL RESPONSIBILTY:

29. CORPORATE GOVERNANCE:

30.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS .

32. APPRECIATION:

By Order of the Board of Directors FOR OSEASPRE CONSULTANTS LIMITED

Registered Office:

DETAILS OF THE REMUNERATION OF DIRECTORS, KMP’S AND EMPLOYEES

Since there is no common denomination for the period of 2 years, comparison of remuneration of Directors to Employees and comparison of remuneration of KMP against the performance of the company cannot be provided.

ANNEXURE B TO BOARD’S REPORT

FORM No. MR-3

OSEASPRE CONSULTANTS LIMITED

‘Annexure A’

To, The Members OSEASPRE CONSULTANTS LIMITED

Oseaspre Consultants Ltd. Annual Report 2021