Directors Report of Alsa Marine & Harvests Ltd.

Dec 31, 2009

The Directors have pleasure in presenting herewith the Twentieth Annual Report together with the Audited Accounts for the year ended 31st December 2009.

FINANCIAL PERFORMANCE

The summarized sales and profitability particulars are presented hereunder.

(Rs/OOOs) (Rs/OOOs)

2009 2008

Other Income 19 53305

TOTAL 19 5330

Profit/(Loss) before interest and Depreciation 71 (66040)

Profit/ (Loss) after Tax (438) (66556)

Balance b/f from previous year (929963) (863407)

Profit / (loss) available for appropriation (930401) (929963)

Transfer from General Reserve - - Balance carried to Balance Sheet (930401) (929963)

DIVIDEND

In view of the loss suffered during the year under review, your Directors have decided not to recommend any dividend for the year ended 31st December 2009,

YEAR IN RETROSPECT

During the year under review, your Company did not have any operations as all the revenue generating possibilities were halted due to ICICI Bank having disposed off most of the assets.

BIFR

The BIFR, had issued an order dated 27th August 2003 giving a Show Cause Notice 1br Winding up and also fixed the hearing on 17th November, 2003 to discuss the same. The Company, after filing an appeal against this order with the AIFR, challenged the order in the High Court of Madras and has obtained an Interim stay of this order of the BIFR. The interim after filing an appeal against this order with the AIFR, challenged the order in the High Court of Madras and has obtained an "Interim stay' of this order of the BIFR. The interim stay had been made "absolute' by the High Court of Madras subsequently.

The Madras High Court disposed off the writ petition on I2th September 2006, giving an option to approach AIFR in respect of the show cause notice issued by BIFR in 2003, as the body was very much functional. The Company had since filed a petition before the AIFR and the same has been disposed off by AIFR in Dec 2009.

BIFR has in the meanwhile abated our case on 07.05.2007 pursuant to ICICI having represented that they have taken over the Fixed assets of the Company at Utukur Village Nellore , Bandikavanur near Chennai, Kadapakkam near Chennai, Bheemunipatnam Vishakapatnam and Machilipatnam in the year 2007 by invoking SARFEAST Act,2002.

SUBSIDIARIES

There has been no business in Seal Fisheries Limited during the previous year due to non availability of funds. The Company which had been saddled with huge Income Tax demand had gone on appeal and the same had been decided in favour of the company. The Company subsequently received part of the refund and has not been able to plan any other venture as the amount has not been sufficient. The Audited statements of Seal Fisheries Ltd. Together with Report of the Directors and Auditors for the year ended 31st March 2010 arc attached herewith.

As already stated in our earlier Report, M/S Alsa Europe was declared bankrupt in the year 1998 and the affairs handed over to a curator. Information about the statement of affairs of the Subsidiary including its assets and liabilities was not forthcoming from the Curator. Suitable provision for diminution in the value of Investments have already been made in an earlier year.

As mentioned in our earlier Report, in the proceedings initiated against Alsa Europe and your Company, KBC Bank (formerly Krediet Bank) had got a decision from the Commercial Court, Antwerp, in their favour. KBC Bank has since moved the High Court of Madras for enforcing the decree against the Company. Their plea for attachment before judgement, has been dismissed by the High Court of Madras. The matter is pending trial before the High Court of Madras,

PROSPECTS FOR THE CURRENT YEAR

The Company's plants at Kolkatta and Vishakapatnam (together with Land and Building), uninstalled machinery at Bandikavanoor, Farm at Nellore, Land at Kadapakkam have been sold by ICICI Bank and Land at satyavedu has been taken by IFCI and as such the Company is left with no worthwhile asset to carry on the processing activity. Further the other plants at Kochi, Bhubaneswar and Chennai where the Company was functioning on leased out plants have also been stopped by the Lessors due to non payment of their dues and the labour dues. The machinery which were put in these plants have not been returned to the Company owing to heavy dues at these plants and the state of these assets over a ten year period is unascertainable. Your Board is looking at opportunities for offering Consultancy in the Sea food field.

DEPOSITS

As on 31st December 2009, your Company had deposits of Rs. Nil and there was no deposit matured and unclaimed as on that date.

DIRECTORS

Mr. Mohamed Akbar, Director of the company retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

Venkatesh & Co. Chartered Accountants, Chennai retire at the conclusion of this Annual General Meeting and being eligible and are eligible for appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956, with respect to Directors' responsibility statement, it is hereby confirmed:

1) that in the preparation of Annual accounts for the Financial year ended 31st December 2009, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) That the Directors selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and for detecting fraud and other irregularities;

4) That the Directors had prepared the accounts for the financial year ended 31st December 2009 on a "going concern" basis.

HUMAN RESOURCES

There is no employee to whom provisions of Sec 217(2A) apply and hence no information is furnished.

AUDIT COMM11TEE

The annual accounts for the year ended 31.12.2009 have been reviewed by the Audit Committee and forwarded to the Board for approval.

CORPORATE GOVERNANCE

The Company has not yet instituted compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, so far. No operations were possible and the Company has no staff as of date and hence has not been in a position to adhere to the conditions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

As the company did not have any manufacturing activity the information required under Section 217 (1} (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars of Board of Directors) Rules, 1988 is not applicable.

For and on behalf Board of Directors

Place : Chennai EUSUFAL ELIAS SAITHH

Date : 04/06/11 Chairman cum Managing Director

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Dec 31, 2007

The Directors have pleasure in presenting herewith the Eighteenth Annual Report together with the Audited Accounts for the year ended 31st December 2007.

FINANCIAL PERFORMANCE

The summarized sales and profitability particulars are presented hereunder.

(Rs'OOOs) (Rs'OOOs) 2007 2006

Other Income 0 0

TOTAL 0 0

Profit/(Loss) before interest and Depreciation (49406) (46407)

Profit/ (Loss) after Tax (51009) (55773)

Balance b/f from previous year (812398) (756625)

Profit / (loss) available for appropriation (863407) (812398)

Transfer from General Reserve - - Balance carried to Balance Sheet (863407) (812398)

DIVIDEND

In view of the loss suffered during the year under review, your Directors have decided not to recommend any dividend for the year ended 31st December 2007,

YEAR IN RETROSPECT

During the year under review, none of the plants were operations. The sale of vishakapatnam plant was completed by ICICI Bank during the year.

The plant at Chennai also could not be put up as there were no investors forthcoming to advance monies. This plant, the farm at Nellore and the land at Kadappakkam were subsequently sold in 2008 by ICICI Bank.

BIFR

The BIFR, had issued an order dated 27th August 2003 giving a Show Cause Notice for Winding up and also fixed the hearing on 17th November, 2003 to discuss the same. The Company, after filing an appeal against this order with the AIFR, challenged the order in the High Court of Madras and has obtained an Interim stay of this order of the BIFR. The interim stay had been made "absolute' by the High Court of Madras subsequently.

The Madras High Court disposed off the writ petition on 12th September 2006, giving an option to approach AIFR in respect of the show cause notice issued by BIFR in 2003, as the body was very much functional. The Company had since filed a petition before the AIFR and the same has been disposed off by AIFR in Dec 2009.

BIFR has in the meanwhile abated our case on 07.05.2007 pursuant to ICICI having represented that they have taken over the Fixed assets of the Company at Utukur Village Nellore , Bandikavanur near Chennai, Kadapakkam near Chennai, Bheemunipatnam Vishakapatnam and Machilipatnam in the year 2007 by invoking SARFEAST Act,2002.

SUBSIDIARIES

There has been no business in Seal Fisheries Limited during the previous year due to non availability of funds. The Company which had been saddled with huge Income Tax demand had gone on appeal and the same had been decided in favour of the company. The Company subsequently received part of the refund and has not been able to plan any other venture as the amount has not been sufficient. The Audited statements of Seal Fisheries Ltd. Together with Report of the Directors and Auditors for the year ended 31st December, 2007 are attached herewith.

As already stated in our earlier Report, M/S Alsa Europe was declared bankrupt in the year 1998 and the affairs handed over to a curator. Information about the statement of affairs of the Subsidiary including its assets and liabilities was not forthcoming from the Curator. Suitable provision for diminution in the value of Investments have already been made in an earlier year.

As mentioned in our earlier Report, in the proceedings initiated against Alsa Europe and your Company, KBC Bank (formerly Krediet Bank) had got a decision from the Commercial Court, Antwerp, in their favour. KBC Bank has since moved the High Court of Madras for enforcing the decree against the Company. Their plea for attachment before judgement, has been dismissed by the High Court of Madras. The matter is pending trial before the High Court of Madras,

PROSPECTS FOR THE CURRENT YEAR

The Company's plants at Kolkatta and Vishakapatnam (together with Land and Building), uninstalled machinery at Bandikavanoor, Farm at Nellore, Land at Kadapakkam have been sold by ICICI Bank and Land at satyavedu has been taken by IFCI and as such the Company is left with no worthwhile asset to carry on the processing activity. Further the other plants at Kochi, Bhubaneswar and Chennai where the Company was functioning on leased out plants have also been stopped by the Lessors due to non payment of their dues and the labour dues. The machinery which were put in these plants have not been returned to the Company owing to heavy dues at these plants and the state of these assets over a ten year period is unascertainable. Your Board is looking at opportunities for offering Consultancy in the Sea food field.

DEPOSITS

As on 31st December 2006, your Company had deposits of Rs. Nil and there was no deposit matured and unclaimed as on that date.

DIRECTORS

Mr. Md Akbar, Director of the company retires by rotation and being eligible offers himself for re-appointment.

AUDITORS

Venkatesh & Co. Chartered Accountants, Chennai retire at the conclusion of this Annual General Meeting and being eligible and are eligible for appointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956, with respect to Directors' responsibility statement, it is hereby confirmed:

1) that in the preparation of Annual accounts for the Financial year ended 31st December 2007, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2) That the Directors selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year under review;

3) That the directors had taken proper and sufficient care for the maintenance of adequate accounting standards in accordance with the provisions of the Companies Act,1956, for safeguarding the assets of the Company and for preventing and for detecting fraud and other irregularities;

4) That the Directors had prepared the accounts for the financial year ended 31st December 2007 on a "going concern" basis.

HUMAN RESOURCES

There is no employee to whom provisions of Sec 217(2A) apply and hence no information is furnished.

AUDIT COMMIITEE

The half yearly and annual accounts for the year ended 31.12.2007 have been reviewed by the Audit Committee and forwarded to the Board for approval.

CORPORATE GOVERNANCE

The Company has not yet instituted compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement, so far. No operations were possible and the Company has no staff as of date and hence has not been in a position to adhere to the conditions.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO

As the company did not have any manufacturing activity the information required under Section 217 (1} (e) of the Companies Act,1956 read with the Companies (Disclosure of Particulars of Board of Directors) Rules, 1988 is not applicable.

For and on behalf Board of Directors

Place : Chennai EUSUFAL ELIAS SAITHH

Date : 04/06/11 Chairman cum Managing Director