Directors Report of Teledata Marine Solutions Ltd.

Mar 31, 2009

To The Members Teledata Marine Solutions Ltd. Chennai 600042

The Directors have pleasure in presenting the Third Annual Report of the company along with the Audited statement of Accounts for the year ended March 31, 2009.

The financial performance of the Company for the year ended 31st March 2009 is highlighted below:

(Rs.in lacs)

Particulars Period Ended Period Ended

31.March, 2008 31 March, 2009

Income 58,910.15 50506.90

Total Revenue 58,910.15 50506.90

Total Expenditure 52472.16 48470.71

Operating Profit/(Loss) PBIDT 6437.99 2036.99

Interest 1618.95 1298.9

Depreciation/Amortization 2,970.92 23.14

Profit Before Tax (PBT) 1848.12 714.15

Provision for Tax 216,29 33.36

Profit after Tax (PAT) 1631.83 680.80

REVIEW OF OPERATIONS

The Company total turnover aggregated to Rs 50,506.90 lacs for the period under review as against Rs 58,910.15 lacs during. the year 2007-08.

In view of continued global recession and gloom in the markets coupled with the ongoing crisis in shipping markets, the Company's performance has not been to its expectations during the period under review. But with markets improving and continued stability witnessed in the markets, the Company is of the firm belief that the Company operations and profitability will improve by leaps and bounds in the near future.

The Company in anticipation of-the gloom, disposed off two of its Dry Bulk Carriers vessels MV SKALA and MV SKALA1 owned by .its subsidiaries during the months of May and June 2008. The same is duly accounted and reflected in the books of accounts.

INDUSTRY OUTLOOK:

Shipping is a cyclical business and depends amongst other factors, ship manufacturing activity around the world. Similar to other business, its performance is directly linked to the state of the world economy.

By the first quarter of year 2008, global recession had set in and BALTIC Dry index, an indicator of health of shipping markets fell abnormally to its lowest level ever witnessed in recent years. The year 2008 can be described as one of the worst years in shipping markets with ship manufacturing activity and trading (purchase & sale of vessels) coming to an abrupt stop. There is some positive developments in the industry and it is expected to retain its vigor , by the financial year 2011-12, but the road to recovery has already started.

The Company also sees this as an opportunity to re-enter into Ship Owning business in view of availability of vessels at attractive levels.

DIRECTORS

During the year ended 31st March, 2009, Mr K Padmanabhan and Mr N Sakthivel, Directors, who retires by rotation and being eligible, offers themselves for re-appointment.

During the year Mr M S Nagarajan who was associated with the Company as Whole time Director, resigned from the services of the Company in the month of June 2009. The Board accords its deep-appreciation for the services rendered by Mr M S Nagarajan.

SUBSIDIARY OPERATIONS:

The Company has applied for exemption from the Central Government under Section 212(8) of the Companies Act, . 1956 with regard to attaching the Balance Sheet, Profit and loss, account, and other documents of the subsidiaries for the financial year 20C8 -09 The summary of the key financials of the company's subsidiaries is included in this Annual Report.

STATUTORY DISCLOSURES

The Company has published the statutory advertisement as per Clause 8.3.5.4 of SEBI (DIP) Guidelines 2000 in the newspapers on 26th August 2009 and the same has been sent to the statutory authorities to enable listing of 9,08,34,540 equity shares of the Company at Bombay Stock Exchange and National Stock Exchange.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures,

That the Directors had 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 profit of the Company for that period.

That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records, in accordance with the provisions of this Act, for safeguarding the assets of the company and for preventing and ' detecting fraud and other irregularities.

That the Directors had prepared the annual accounts on a going concern basis.

DIVIDEND

The Board has decided not. to declare dividend for the financial year ended 31s: March 2009.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits during the year under review.

PARTICULARS OF EMPLOYEES

The particulars prescribed under Section 217(2A) of the Companies Act 1956, are set out separately in the Annexure to Directors Report, which forms a part of this report.

AUDITORS

The auditors M/s. Lodha & Co, Chartered Accountants, Chesney Town House, 28 (Old 72-0) Ethiraj Salai, Egmore, Chennai, retire at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

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

The Company being in the business of manning and maintenance of offshore vessels, the provisions of Section 217 (1) (e) read with the (Disclosures of particulars in report of Board of Directors)'rules,1988 is not applicable. Nevertheless, a separate report is annexed to the Directors Report stating. the requisite particulars. The details of Foreign Exchange Earnings and outgo have been separately stated under Annexure to Directors Report.

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT

This is to confirm that the Company has adopted a Code of Conduct for its employees including the Managing Director and Non Executive Directors. In addition, the Code of Conduct is also applicable to senior management personnel i.e. Members of the Management one level below the Executive Directors with effect from 11"April 2008.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express its sincere appreciation for the continued support and confidence received from Bankers, Customers, Suppliers, Distributors, Shareholders and other, business associates.

Your Directors place on record their deep appreciation of the dedicated efforts of the Employees at all levels and look forward to even further significant contributions in future as well.

Your Directors look. forward to the future with confidence. For and on behalf of the Board of Directors

-sd- -sd-

Place: Chennai K Padmanabhan N Sakthivel

Date: 03/09/2009 Managing Director Director