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Directors Report of Global Offshore Services Ltd.

Mar 31, 2016

THE MEMBERS,

The Directors are pleased to present their report as under:

1] FINANCIAL RESULTS:

Rs. in Crores

PARTICULARS

Year ended

Year ended

March 31, 2016

March 31, 2015

Income from operations (Net of Service Tax)

158.61

78.89

Other Operating Income

1.18

11.02

Other Income

0.42

1.50

Gross Income

160.21

91.41

Expenses for the year

89.34

46.27

Operating Profit for the year

70.87

45.14

Finance cost

18.26

9.25

Profit Before Depreciation

52.61

35.89

Depreciation

22.39

13.36

Profit Before Tax

30.22

22.53

Provision for Taxation:

Current Tax

0.20

1.85

Tax for earlier (written back)/provision

0.01

---

Net Profit After Tax

30.01

20.68

Add : Balance of Profit brought forward from previous year.

152.27

136.19

Profit available for appropriation.

182.28

156.87

Less : Tonnage Tax Reserves

6.10

4.60

- General Reserves

-

-

- Proposed Dividend

-

-

- Tax on Proposed Dividend

-

-

Balance Carried forward

176.18

152.27

2] FINANCIAL HIGHLIGHTS:

Income from Operations (including Other Operating Income) for the year ended on 31.03.2016 stood at Rs.159.79 crores, as against Rs.89.91 crores for the previous year. Other Income for the year stood at Rs.0.42 crores as against Rs.1.50 crores for the previous year.

The Net Profit for the year ended 31.03.2016 stood at Rs.30.01 crores as against Rs. 20.68 crores for the previous year.

The increase in the Gross Income and the net profit of the Company was attributed to the fact that majority of the Company’s fleet was on long term contract for most of the year, and M.V. Lachung and M.V. Mana which were acquired late in FY 201516, worked on long term contracts for most of the year.

The Company continues to opt for the Tonnage Tax Scheme.

3] OPERATIONS:

a) During the year under review :

- M.V.Garware-III, which was laid up and remained idle was sold.

- M.V.Meghna which worked in the Middle East spot market till May, 2015 was awarded a long term contract w.e.f. June, 2015. However, in March 2016, the Company was compelled to accept a reduction in the Charter rate for the Vessel rather than risk termination of the said Contract.

- M.V.Mana, M.V.Mahananda and M.V.Kamet continued to work on long term contract in the West Coast of India.

- M.V.Lachung was awarded a long term contract w.e.f. Sept 2015, working in the West Coast of India.

- M.V.Poorna was on a long term contract till December’15 and thereafter she has been working intermittently in the Middle East spot market.

- The Company “in chartered” one Vessel for a long term contract in India.

b) After the year under review:

One of the Company’s charterers issued a notice for the termination of three Vessel contracts (including the contract for one “in chartered Vessel”). The said notice was also issued to 24 additional ships owned by others. Ship owners were able to convince the Charterer not to terminate the said contracts but had to accept a reduction of up to 50% in the daily charter rate to ensure that the Vessels stayed on contract. The same may apply to one more vessel on contract.

The Company accepted reduced rates, lest the vessels would have been off-hired and lay idle, as is the case of one other Vessel owned by the Company. Unfortunately, the reduced charter rates are not enough to service the existing repayment profile of debt, payment of opex, overheads and interest and therefore the Company is seeking options for changing the said profile. In the meantime as a measure to reduce costs, all employees have accepted a reduction in their salaries till such time the situation improves.

Credit Analysis & Research Ltd (CARE) has revised its rating to BBB . However, this rating does not take into consideration the reprising of the charter contracts of the Vessels.

4] DIVIDEND:

In an attempt to conserve resources for “contingencies” in the future, your Directors regret their inability to recommend any Dividend.

5] FUTURE EXPANSION AND OUTLOOK:

As per Baker Hughes, World Rig Counts, the number of Oil Rigs (onshore and offshore) has reduced from 3578 in the calendar year 2014 to 2337 in the calendar year 2015 and 1606 in the current calendar year. This is a reduction of 50% compared to the number of Oil Rigs in 2014. The drastic “slide” in the price of oil continued during the year under review. After “bottoming” out at sub $30 levels, oil prices started to climb again and have now reached about $45 per barrel. Unfortunately, this rise of approximately 60% has not been enough for exploration activity to increase much - which would have a positive effect on the demand for Vessels - since there is no confidence as yet that prices will continue rising and the increase in price is “sustaining”. Experts believe exploratory activities would see some increase if crude oil prices cross $60 per barrel and sustains this level for a few months at least. Currently, there are more than 500 vessels laid up in the world. The Company’s subsidiary, too, has “stacked” two of its Vessels in Europe.

There is unlikely to be much improvement in prices in 2016, with oversupply persisting and oil Companies trimming E&P expenditure, particularly on exploration activity, leading to lower requirements of rigs and consequently Offshore Vessels. With the reprising of the charter rates by the Company’s charterers for three of the Company’s vessels, “idling” of one vessel owned by the Company, and the expected termination of one additional contract, the Company has to now ensure that it “rides out this storm” over the next few years. Therefore, Company has no expansion plans in the foreseeable future.

6] SUBSIDIARY / WHOLLY OWNED SUBSIDIARY (WOS):

During the year under review there was no Company which became or ceased to be subsidiary / joint venture or associate Company. The Company has two Subsidiaries as detailed below:

a) Global Offshore Services B.V. - The Netherlands (GOSBV)

Global Offshore Services B.V has gone through an exceptionally challenging phase amidst the oil and gas sector going through price volatility and uncertainty.

The revenue from operations for the year was $ 34.31 Mn (PY $ 44.89 Mn.) and the loss recorded for the year ended 31st March, 2016 was $ 6.7 Mn. (Previous Year profit $ 5.51 Mn)

During the year, two of the vessels were off-hired after successful completion of 4 year contracts. Currently both of them are stacked up in North Sea.

The Company has entered into a term contract, with a renowned Oil Exploration Company in Europe for three of its vessels. However the charter rates at which the Vessels are working is not sufficient to cover opex, interest and service debt repayment.

One of the Company’s Vessel working in Brazil was terminated by the Charterer without any warning whatsoever. The Company is now trying to place this Vessel on a term contract in Brazil itself.

The Company is in an advanced stage of discussions with the lenders to arrive at an agreeable solution to tide over this difficult period.

With regards to qualification in the Auditors Report of GOSBV, the Board clarify that: “GOSBV has sought the balance confirmation from the major creditors but failed to get the response before the completion of the audit.”

b) Garware Offshore International Services Pte Ltd - Singapore (GOISPL)

The Company’s wholly owned subsidiary, GOISPL based in Singapore achieved an operating income of $ 4.93 Mn (previous year $ 11.50 Mn). The Company suffered a loss of $ 1.71 Mn (Previous Year $ 0.12 mn).

During the year the Company operated only one vessel as against two vessels in the previous year. The Vessel, M.V. Everest which was on a long term contract in Brazil has been terminated. The loss incurred for the current year is mainly as a result of the substantial reduction in the charter rate which the Company had to accept midway through the year.

The Company has been successful in reaching an agreement for the restructuring of the Bareboat charter payable to the Owner of the vessel, M.V.Everest. The said agreement entails a reduction in daily charter hire, an extension of the charter period and a reduction in the purchase price of the Vessel at the end of the tenure of the charter. However as stated above, the Vessel which was on a long term contract in Brazil, has recently been terminated and is presently unemployed.

With regard to the comment made by the Statutory Auditors, the Board hereby clarify that “It is not possible for the Auditors to physically verify vessel’s inventory, since the vessel was on a time charter with Petrobras in Brazil. As is the normal practice, Directors have certified the level of stock on vessel to the Auditors.

In view of general exemption granted by Ministry of Corporate Affairs vide Circular No.51/12/2007-CL-III dated 8.2.2011, the annual accounts of subsidiary companies and the related information required to be enclosed under the provisions of the Companies Act, 2013 are not enclosed.

The Company undertakes that such information shall be made available to the shareholders of the holding and subsidiary companies and shall also be kept for inspection at the Registered Office of the Company. The Company shall furnish hard copy of the same to any shareholder on demand.

7] LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2016-17 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

8] FIXED DEPOSITS:

During the year under review, no Deposits were accepted, remained unpaid or unclaimed as at the end of year under review pursuant to Chapter V of the Companies Act, 2013 and hence the details relating to deposits and details which are not in compliance under Chapter V of the Act are “NOT APPLICABLE”.

9] RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors’ Report) have been made from the same.

b) That 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 year and the Profit of the Company for that year ended as on 31.03.2016.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 2013, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

e) That the Directors have laid down internal financial controls to be followed and that such financial controls are adequate and were operating effectively.

f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10] INSURANCE:

All the Vessels owned and operated by the Company and its subsidiaries have been insured for Hull & Machinery, War Risks and Protection & Indemnity (P & I) claims. If required, depending upon the Geographical location of the Vessels, necessary Kidnap and Ransom (K&R) Insurance cover is also taken for the Vessels and crew.

11] DIRECTORATE:

Mr. Aditya A. Garware resigned as Managing Director of the Company w.e.f. 10th November, 2015. He continues to be Vice Chairman of the Company. He has been appointed as Consultant by the Company w.e.f. 11th November, 2015 and is paid a Consultancy fee accordingly.

Mrs. Maneesha S. Shah retires by re-election and being eligible offers herself for re-appointment. Members are requested to re-elect her.

Pursuant to the recommendation of Nomination & Remuneration Committee and the authority granted to the Board of Directors by a Special Resolution dated 28.09.2012 to vary the terms of appointment of Mr. Ashok B. Garware - Executive Chairman, reduction in his salary of 35% w.e.f. June 2016 has been accepted by him (from Rs.8.00 Lakhs per month to Rs.5.20 Lakhs per month). The consultancy fees payable to Mr. Aditya . Garware has also been reduced by 35% w.e.f. June 2016 (from Rs.5.50 Lakhs per month to Rs.3.57 Lakhs per month).

The Independent Directors and Non-whole time Director have also volunteered to accept a reduction of 35% in the sitting fees payable to them for attending Board Meetings and Committee Meetings w.e.f. June 2016.

12] AUDITORS:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration. The Company has obtained a Certificate from them under Section 139 of the Companies Act, 2013 certifying that they are eligible for taking up the appointment.

There are no Qualifications in the Auditors’ Report.

13] PERSONNEL:

The downturn in the Oil Industry has adversely affected the Company’s financial position. In order to save costs and sustain operations, the Company was compelled to reduce salaries of the shore staff at all levels, at rates varying from 5% to 30%. This reduction has been graciously accepted by the Employees. The Board appreciates support and co-operation of all the employees.

The relations with all Employees of the Company, both Shore and Floating Staff have been cordial. Your Directors wish to express their appreciation of the services, rendered by the devoted Employees.

14] DEMATERIALISATION OF SHARES:

The Company’s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter / Persons Acting in Concert category are in the Electronic Form.

15] EXTRACTS OF THE ANNUAL RETURN :

The Extracts of the Annual Return as prescribed in Form No.MGT 9 is enclosed as Annexure I.

16] STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

The Independent Directors of the Company viz. Mr. S.S. Aggarwal, Mr. J.C. Chopra, Mr. A.K. Thanavala and Mr. S. Y. Mulani have given a declaration that they meet the criteria of the independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

17] NUMBER OF BOARD MEETINGS:

During the year under review eight Board Meetings were held as detailed below:

(i) 17th April, 2015, (ii) 29th May, 2015 (iii) 11th June, 2015 (iv) 13th August, 2015 (v) 2nd November, 2015 (vi) 10th November, 2015 (vii) 13th February, 2016 & (viii)16th March, 2016

18] BOARD EVALUATION:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 a structured questionnaire was prepared, after taking into consideration various aspects of the Board’s functioning, its composition, culture, performance, and ability to execute specific duties, obligations and its governance, and that of its Committees.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Executive Chairman and Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

19] FAMILARISATION PROGRAMME FOR DIRECTORS:

At the time of appointment on the Board, each Independent Director is issued a formal letter of appointment, which inter alia explains the role, function, duties and responsibilities expected of him as a Director of the Company. The Directors have been provided with a deep insight into the business of the Company including the working of the subsidiaries. Vessel-wise details have also been furnished to them. The Directors have also received a detailed explanation on the Compliances required from him/her under the Companies Act, 2013, SEBI (Listing Obligations of Disclosure Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with respect to the same.

20] DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES PROVIDED UNDER SECTION 186 OF COMPANIES ACT, 2013 :

The details of the aforesaid Loans/Investment/Guarantees, during the year under review are enclosed as Annexure II.

21] PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The required information pursuant to the provisions of Section 188 of the Companies Act, 2013 is enclosed in Annexure III.

22] STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISKS MANAGEMENT POLICY:

Risk Management is a key aspect of the “Corporate Governance Principles and Code of Conduct” which aims to improve the governance practices across all Company activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.

The risk management policy of the Company identifies, evaluates, monitors and minimizes identifiable risks.

23] CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the Company undertook activities as detailed in Annexure IV.

24] SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS :

There was no significant and material order passed by Regulators or Courts or Tribunals impacting the future operations or the “going concern” status of the Company.

25] INTERNAL FINANCIAL CONTROL:

In the opinion of Board of Directors, there is adequate Internal Financial Control with respect to the preparation and presentation of the Financial statements which form a part of this Annual Report.

26] SECRETARIAL AUDITOR:

The Board has appointed Mr. Rajkumar Tiwari as Secretarial Auditor. His Report is enclosed as Annexure V to the Directors’ Report. There is no qualification in the Secretarial Auditors’ Report.

27] DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place “Prevention of Sexual Harassment Policy” in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary) are covered under the policy.

The number of sexual harassment complaints received and disposed off during the year was Nil.

28] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required details are enclosed as Annexure VI.

29] CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors’ Certificate on its compliance is given in Annexure VII.

30] DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The information required under Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished in Annexure - VIII. As per proviso to Section 136(1) of the said Act, these particulars will be made available to a shareholder on request.

31] DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR:

During the year under review Mr. Aditya Garware resigned as Managing Director w.e.f. 10th November, 2015 and now acts as Consultant to the Company.

Capt. K.P.Kekre, President (Operations) reached age of superannuation and consequently was relieved from the services. Capt. V.Baijal, joined the Company w.e.f. 1st February, 2016 as President - HSSE & Training and is also handling operations of the Company.

32] ACKNOWLEDGEMENT:

The Board wishes to thank the Office of Directorate General of Shipping, Mercantile Marine Department, The office of the Shipping Master, IRS, State Bank of India, State Bank of Travancore, and United Bank of India, for their continued support and co-operation during the year.

On Behalf of the Board

Place : Mumbai ASHOK GARWARE

Dated : 08.08.2016 EXECUTIVE CHAIRMAN


Mar 31, 2014

THE MEMBERS,

The Directors are pleased to present their report as under:

FINANCIAL RESULTS: Rs.in Crores PARTICULARS Year ended Year ended March 31,2014 March 31, 2013

Income from operations 122.22 127.36

Other Operating Income - 38.55

Other Income 3.65 3.10

Gross Income 125.87 169.01

Expenses for the period 63.89 66.07

Operating Profit for the period 61.98 102.94

Finance cost 15.58 21.24

Profit Before Depreciation 46.40 81.70

Depreciation 22.74 23.15

Profit Before Tax 23.66 58.55

Provision for Taxation

Current Tax 0.75 8.35

Tax for earlier (written back)/provision (0.05) 0.06

Net Profit After Tax 22.96 50.14

FINANCIAL HIGHLIGHTS:

Income from Operation for the year ended on 31.03.2014 stood at Rs. 122.22 crores, as against Rs. 127.36 crores for the previous year (excluding other operating income). Other Income for the year stood at Rs. 3.65 crores as against Rs. 3.10 crores for the previous year.

The Net Profit for the year ended 31.03.2014 stood at Rs. 22.96 crores as against Rs. 50.14 crores for the previous year. However, the previous year fi gure included Other Operating Income of Rs. 38.55 crores on account of sale of a vessel. The tax liability was lower during the year at Rs. 70 lacs.

The Tonnage Tax scheme, as opted for by the Company, was available for 10 years from approval and has expired on 31/03/2014. The Company has applied for renewal; which has been approved by the Tax Authorities.

Fleet operating Expenses have increased mainly as a result of the mobilization of one of the Company''s Vessels from India to the Far East and subsequently to the Middle East. However, on the whole expenses have reduced by approximately Rs. 8 crores mainly due to the reduction of financial costs as a result of the regular repayment of Loans.

The Company continues to follow Accounting Standard 30 ''AS-30'' Financial Instrument: (Recognition & Measurement).

OPERATIONS:

M.V.Garware-III, which is now 30 years old remained idle for a major part of the year under review.

M.V.Meghna came off long term contract during the Year and has since been working in the spot markets of the Far East and more recently, the Middle East.

M.V.Poorna and M.V.Mahananda continue to work on long term contract in the West Coast of India as does M.V.Kailash in Brazil.

M.V.Kamet has just completed a long term contract in the West Coast of India and has been bid for another Contract in the same region, the outcome of which is awaited.

DIVIDEND:

Keeping in mind potential growth opportunities and the need to conserve resources as a result, your Directors, subject to the Shareholders approval, are pleased to recommend dividend of 12%, for the year under review (previous year 24%). The

dividend will be paid to the Shareholders, whose names appear on the Register of Members as on 25.09.2014.

The total cash outfl ow on account of Dividend and Tax thereon amounts to Rs 3.47 crores (previous year Rs. 6.94 crores).

EXPANSION AND FUTURE OUTLOOK:

The Company will continue to place all its Vessels on Long term Contract in various World Markets. As indicated in the Management Discussion and Analysis, the Indian market is yet to see an increase in Charter rates and this "pushes" the Company and its Management to seek employment for its Vessels internationally. The Company is also constantly looking for opportunities to acquire additional Vessels keeping the "target market" in mind.

The Company''s Subsidiary in The Netherlands continues to grow. All four of the Vessels owned by this Subsidiary are on long term contracts with well recognized E&P Companies. The induction of a new equity partner in 2012 has helped this Subsidiary grow from $ 10.10 million of Gross Income to $28.47 million in a span of less than 2 years.

REGISTERED OFFICE:

The Company''s Registered Offi ce was shifted from Chander Mukhi, Nariman Point, Mumbai – 400 021 w.e.f. 1st March, 2014 to 101, Swapnabhoomi, Rs.A'' Wing, S.K. Bole Road, Dadar (W), Mumbai-400028. The erstwhile premises which housed the Registered Offi ce has been handed over to the Landlord.

SUBSIDIARY / WHOLLY OWNED SUBSIDIARY (WOS):

a) Global Offshore Services B.V. - The Netherlands (GOSBV)

During the year under review, GOSBV achieved an income from operations of $28.47 million (previous year $10.10 million) with a net Profit of $4.25 million (previous year $0.34 million).

GOSBV has placed an order for the construction of one Platform Supply Vessel (PSV) scheduled for delivery in October, 2014. The existing vessels owned by the Company – M.V.Cristal, M.V.Shergar, M.V.Ben Nevis and M. V. Makalu, continue to work on long term contracts.

b) Garware Offshore International Services Pte. Ltd – Singapore (GOISPL)

The Company''s Wholly Owned Subsidiary, GOISPL based in Singapore achieved an operating income of $11.72 million (previous year $10.04 million). However, in view of certain provisioning of Bad Debts the Company incurred a Net Loss of $0.41 million as against Profit of $0.11 million for the previous year. GOISPL now has two vessels on bare boat viz, 1 Platform Supply Vessel and 1 Anchor Handing Tug Cum Supply Vessel.

The Company recently acquired and subsequently sold the Accommodation Work Barge, viz., Beau Geste which was on a Bareboat charter with the Company since 2009.

In view of general exemption granted by Ministry of Corporate Affairs vide Circular No.51/12/2007-CL-III dated 8.2.2011, the annual accounts of subsidiary companies and the related information required to be enclosed under the provisions of the Companies Act, 2013 are not enclosed.

The Company undertakes that such information shall be made available to the shareholders of the holding and subsidiary companies and shall also be kept for inspection at the Registered Offi ce of the Company. The Company shall furnish hard copy of the same to any shareholder on demand.

LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2014-15 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

Constitution of Committees:

In compliance of the Companies Act, 2013, the following Committees were constituted:

1) Nomination and Remuneration Committee.

2) Corporate Social Responsibility Committee.

3) Stakeholders Committee.

RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, the directors confi rm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors'' Report) have been made from the same.

b) That 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 year and the Profit of the Company for that year ended as on 31.03.2014.

c) That they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

INSURANCE:

All the Vessels owned and operated by the Company and its subsidiaries have been insured for Hull & Machinery, War Risks and Protection & Indemnity (P & I) claims. If required, depending upon the Geographical location of the Vessels, necessary Kidnap and Ransom (K&R) Insurance cover is also taken for the Vessels and crew. The crew on all the vessels are also covered under (P & I) insurance.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposits from the Public and Shareholders.

DIRECTORATE:

The Company is saddened to announce the unfortunate demise of Dr.B.S.Cooper, Director, on 3rd March, 2014. The Board would like to place on record its appreciation for the valuable contribution made by him to the Company''s progress during his tenure.

Mr. Aditya A. Garware has been re-appointed as Vice Chairman & Managing Director, subject to the approval of the Shareholders.

Mrs. Maneesha S. Shah, Director, retires by rotation and being eligible offer herself for re-appointment.

Pursuant to the provisions of the Companies Act, 2013, all the Independent Directors need to be appointed in Annual General Meeting for a maximum period of 5 years. It is proposed that Mr. J.C. Chopra, Mr. S.S. Aggarwal, Mr. A. K. Thanavala and Mr. S.Y.Mulani be appointed as Independent Director for a period of 5 years.

Members are requested to appoint them accordingly.

AUDITORS:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fi x their remuneration.

PERSONNEL:

The relations with all Employees of the Company, both Shore and Floating Staff have been cordial. Your Directors wish to express their appreciation of the services, rendered by the devoted Employees.

PARTICULARS OF EMPLOYEES:

Statement of Particulars of Employees as required by the Provisions of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors'' Report is annexed here to as Annexure ''I''.

DEMATERIALISATION OF SHARES:

The Company''s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter / Persons Acting in Concert category are in the Electronic Form.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors'' Certifi cate on its compliance is given in a separate Annexure.

ACKNOWLEDGEMENT:

The Board wishes to thank the Offi ce of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, MPA, MI Registry, Cyprus Registry, IRS, DNV, ABS, Axis Bank, Exim Bank, ICICI Bank, DVB Bank, DnB, Nord LB, State Bank of India, State Bank of Travancore, and United Bank of India for their continued support and co-operation during the year.

On Behalf of the Board

Place : Mumbai ASHOK GARWARE Dated : 29.05.2014 CHAIRMAN


Mar 31, 2013

TO, THE MEMBERS,

The Directors are pleased to present their report as under:

FINANCIAL RESULTS:

Rs. in Crores

Year ended Year ended March 31, 2013 March 31, 2012

Income from operations 127.36 153.15

Other Operating Income 38.55

Other Income 3.10 1.50

Gross Income 169.01 15465

Expenses for the period 66.08 68.22

Operating Profi t for the period 102.93 86.43

Finance cost 21.24 2321

Profi t Before Depreciation 81.69 63.22

Depreciation 23.14 29.93

Profi t Before Tax 58.55 33.29

Provision for Taxation

Current Tax 8.35 0.42

Tax for earlier (Period) writtn back 0.06 (0.01)

Net Profi t After Tax 50.14 32.88

Cash Profit 73.28 62.81

FINANCIAL HIGHLIGHTS:

Income from Operation (including other operating income) for the year ended on 31.03.2013 stood at Rs.165.91 crores, as against Rs. 153.15 crores for the previous year, an increase of 8.3%. Other Income for the year stood at Rs.3.10 crores taking the Gross Income to Rs.169.01 crores.

The Net Profi t for the year ended 31.03.2013 stood at Rs. 50.14 crores as against Rs. 32.88 crores for the previous year, an increase of 52.5%.

The other operating Income consists of the profi t on the sale of the Company''s Platform Supply Vessel, M. V. Makalu. The Vessel was sold in May 2012.

The Company continues to follow Accounting Standard 30 ‘AS-30'' Financial Instrument: (Recognition & Measurement).

OPERATIONS:

During the year under review, three of the Company''s Vessels completed long term contracts. One of them commenced short term jobs, albeit at a lower rate, almost immediately. The 2nd Vessel commenced a 6 month fi rm job at the end of the year under review.

The third of these Vessels, M.V. Garware III, which is 27 years old concluded her long term contract during the year. The Vessel has been idling since.

All other Vessels continued on long term contract.

DIVIDEND:

During the year under review, the Company has declared two Interim Dividends aggregating to 16%.

Your Directors, subject to the Shareholders approval, are pleased to recommend a fi nal dividend of 8%, for the year under review. Thus, the total Dividend for the year under review is 24% (previous year 24%). The fi nal dividend will be paid to the Shareholders, whose names appear on the Register of Members as on 02.09.2013.

The total cash outfl ow on account of Dividend and Tax thereon (including Interim Dividends) amounts to Rs. 6.94 crores (previous year Rs. 6.86 crores).

EXPANSION AND FUTURE OUTLOOK:

The Company continues to endeavour to place all its Vessels on long term contract. Presently, except for 2 Vessels, all Vessels are on long term contracts.

The Company''s subsidiaries in Singapore and Netherland continue to grow. The Singapore subsidiary now operates 3 Vessels on Bareboat Charter. The Netherland subsidiary presently owns and operates 3 Vessels as well. Out of the 6 Vessels controlled by the Company''s subsidiaries – 4 Vessels are on long term contracts, one Vessel is awaiting award of a contract and one is plying in the North Sea spot market and has been awarded a medium term contract w.e.f. mid June 2013.

POSTAL BALLOT :

Your approval was sought by way of Postal Ballot for investment in securities / granting loans and issue of Guarantee in excess of the limits prescribed under Section 372 A of the Companies Act upto Rs.2,500/- crores in the subsidiary of the Company. The said resolution was passed by vast majority of 99.98% of the total votes casted.

PREFERENTIAL ALLOTMENT :

Pursuant to the Shareholders'' Approval at Extra Ordinary General Meeting and In-Principle Approvals received from Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd., the Company allotted 4,40,000 Equity Shares and 4,69,700 Share Warrants of Rs.10/- each (to be converted into 4,69,700 shares) at a premium of Rs.111/- per share.

All the outstanding Warrants were converted into Equity Shares during the year. Consequent to the allotments the Equity Share capital of the Company stands at 2,47,28,793 Equity Sharers of Rs.10/- each aggregating to Rs.24,72,87,930 /-.

SUBSIDIARY / WHOLLY OWNED SUBSIDIARY (WOS):

a) Global Offshore Services B.V. - The Netherlands (GOSBV)

During the year under review, GOSBV achieved an income from operations of USD 15.98 million (previous year USD 8.8 million) with a net profi t of USD 0.34 million (previous net loss of USD 0.63 million). The cash profi t stood at USD 3.95 million (previous year USD 1.95 million).

GOSBV acquired 3 Vessels viz M. V. Shergar, M.V. Everest and M.V. Ben Nevis during the year. M.V. Shergar was awarded a 4 year fi rm contract in Brazil w.e.f. September 2012. M.V. Ben Nevis has been awarded a Contract for a fi rm period of 1 year with 4 x 1 year extension options for operation in North Sea / West Africa. M. V. Everest was sold recently.

GOSBV will take delivery of a 4000 DWT, DP1, PSV in August 2013.

b) Garware Offshore International Services Pte. Ltd – Singapore (GOISPL)

The Company''s Wholly Owned Subsidiary, GOISPL based in Singapore achieved an operating income of USD 9.7 million (previous year USD 11.8 million) and net profi t of USD 0.113 million (previous year net loss of USD 1.16 million). GOISPL now has three vessels on bare boat viz 1 Accommodation Barge, 1 Platform Supply Vessel and 1 Anchor Handing Tug Cum Supply Vessel, all of which have been awarded long term contracts.

In view of general exemption granted by Ministry of Corporate Affairs vide Circular No.51/12/2007-CL-III dated 8.2.2011, the annual accounts of subsidiary companies and the related information required to be enclosed under the provisions of Section 212 of the Companies Act are not enclosed.

The Company undertakes that such information shall be made available to the shareholders of the holding and subsidiary companies and shall also be kept for inspection at the Registered Offi ce of the Company. The Company shall furnish hard copy of the same to any shareholder on demand.

LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2013-14 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

RESPONSIBILITY STATEMENT:

The Directors confi rm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors'' Report) have been made from the same.

b) That 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 year and the Profi t of the Company for that year ended as on 31.03.2012.

c) That they have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

INSURANCE :

All the Vessels owned and operated by the Company and its subsidiaries have been insured for Hull & Machinery, War Risks and Protection & Indemnity (P & I) claims. If required, depending upon the Geographical location of the Vessels, necessary Kidnap and Ransom (K&R) Insurance cover is also taken for the Vessels and crew. The crew on all the vessels are also covered under (P & I) insurance.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposits from the Public and Shareholders.

DIRECTORATE:

Dr. B. S. Cooper and Mr. S. S. Aggarwal, Directors of the Company retire by rotation and being eligible, offers themselves for re-appointment. Members are also requested to re-elect them.

AUDITORS:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fi x their remuneration.

The Company has obtained a Certifi cate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

The relations with all Employees of the Company, both Shore and Floating Staff have been cordial. Your Directors wish to express their appreciation of the services, rendered by the devoted Employees.

PARTICULARS OF EMPLOYEES:

Statement of Particulars of Employees as required by the Provisions of Section 217(2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors'' Report is annexed here to as Annexure ‘I''.

DEMATERIALISATION OF SHARES:

The Company''s shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter / Persons Acting in Concert category are in the Electronic Form.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors'' Certifi cate on its compliance is given in a separate Annexure.

ACKNOWLEDGEMENT:

The Board wishes to thank the Offi ce of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, MPA, MI Registry, IRS, DNV, ABS, Axis Bank, DVB Bank, DnB, State Bank of India, State Bank of Travancore, United Bank of India for their continued support and co-operation during the year.

On Behalf of the Board

ASHOK GARWARE CHAIRMAN

Place : Mumbai

Dated : 30.05.2013


Mar 31, 2012

The Directors are pleased to present their report as under:

FINANCIAL RESULTS:

Rs. in Crores

Year ended Year ended March 31,2012 March 31,2011

Income from operations 153.15 166.49

Other Operating Income - 3.68

Other Income 1.50 2.43

Gross Income 154.65 172.60

Expenses for the period 68.22 74.28

Operating Profit for the period 86.43 98.32

Finance cost 23.21 24.56

Profit Before Depreciation 63.22 73.76

Depreciation 29.93 34.33

Profit Before Tax 33.29 39.43

Provision for Taxation

-Current Tax 0.42 0.46

-Tax for earlier written back (0.01) (1.09)

Net Profit After Tax 32.88 40.06

Cash Profit 62.81 74.39

FINANCIAL HIGHLIGHTS:

Income from Operation for the year ended on 31.03.2012 stood at Rs. 153.15 crores, as against Rs. 166.49 crores for the previous year. Other Income for the year stood at Rs. 1.50 crores aggregating Total Income to Rs. 154.65 crores as against Rs. 172.60 crores. The reduction in operational income was on account of sale of two old vessels, viz., M.V.Garware-I & M.V.Garware-V during the year and the sale of M.V.Mana at the end of March, 2011. In addition, the Company's vessel, M.V.Kailash did not earn for four months since the vessel had to be modified and mobilized for a long term contract with Petrobras in Brazil, which commenced in September, 2011.

The Net Profit for the year ended 31.03.2012 stood at Rs. 32.88 crores as against Rs. 40.06 crores for the previous year; the Cash Profit for the year was Rs.62.81 crores as opposed to Rs.74.39 crores in the previous year.

The Company continues its efforts to reduce its interest burden by replacing its existing debt with lower cost debt.

The Company continues to follow Accounting Standard 30 'AS-30' Financial Instrument: (Recognition & Measurement).

OPERATIONS:

During the year under review, the Company endeavoured to make sure that all its vessels continued to be deployed on long term contracts. Two of the Company's Anchor Handling Tug cum Supply Vessels (AHTSVs) viz., M.V.Poorna & M.V.Mahananda commenced 3 year contracts with BG Exploration and Production India Limited and one Platform Supply Vessel (PSV) viz., M.V.Kailash - which came off contract in India, was awarded a 4 year contract in Brazil.

DIVIDEND:

During the year under review, the Company has declared and paid three Interim Dividends aggregating to 17%.

Your Directors, subject to the Shareholders approval, are pleased to recommend a final dividend of 7%, for the year under review. Thus, the total Dividend for the year under review is 24% (previous year 24%). The final dividend will be paid to the Shareholders, whose names appear on the Register of Members as on 28th September, 2012.

The total cash outflow on account of Dividend and Tax thereon (including Interim Dividends) amounts to Rs. 6.86 crores (previous year Rs. 6.66 crores).

EXPANSION AND FUTURE OUTLOOK:

As a part of the Company's strategy to modernize its fleet, the Company has sold two of its old AHTSVs (27 years old).

The Company also recently sold one of its PSV's after the vessel completed a 3 year contract in India. However, out of the proceeds of the said sale, the Company has recently placed an order for a Larger PSV, scheduled for delivery in July, 2013.

Price of oil remained volatile during the year under review. In spite of this, demand for Offshore Vessels as oppsed to Cargo Ships, remains to be strong. The view for the future, on the price of oil, continues to be "bullish". Consequently, demand for OSV's will continue to remain strong.

PREFERENTIAL ALLOTMENT:

Pursuant to the Shareholders' Approval at Extra Ordinary General Meeting and In-Principle Approvals received from Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd., the Company allotted 4,40,000 Equity Shares and 4,69,700 Share Warrants of Rs. 10/ - each (to be converted into 4,69,700 shares) at a premium of Rs. 111/ - per share.

4,51,000 Warrants have been converted into Equity Shares till date of the Report. Consequent to the allotments the Equity Share Capital of the Company stands at 2,47,10,093 Equity Sharers of Rs. 10/ - each aggregating to Rs. 24,71,00,930/-.

WHOLLY OWNED SUBSIDIARIES (WOS):

Global Offshore Services B.V. - The Netherlands

The Company's Wholly Owned Subsidiary, viz., Global Offshore Services B.V. in The Netherlands, (GOSBV) has recently diluted its equity by issuing and allotting 5,573,834 Equity Shares for a consideration of USD.13.87 million to S1 Offshore Pte. Ltd., owned by DVB Group Merchant Bank (Asia) Ltd. Consequent to the investment by S1 Offshore Pte. Ltd., in GOSBV, the Company now holds 69% of the equity stake in GOSBV.

GOSBV presently owns one Large Platform Supply Vessel (PSV), which is working on a 4 year 4 year option contract with Petrobras. GOSBV has recently acquired M.V. Shergar, an AHTSV, which was on bare boat charter to Garware Offshore International Services Pte. Ltd., the Company's Wholly Owned Subsidiary based in Singapore. This vessel too has been awarded a contract by Petrobras and will commence operations by the end of September.

GOSBV has also placed an order for one PSV for delivery in the 1st quarter of 2013.

During the year under review, GOSBV achieved an income from operations of USD.8.8 million with a cash profit of USD.1.95 million. GOSBV's net loss during the year stood at USD.0.63 million. The net loss was attributed to the fact that the large PSV , owned by GOSBV commenced operations with Petrobras only in the 2nd quarter of C.Y 2011.

Garware Offshore International Services Pte. Ltd - Singapore

The Company's Wholly Owned Subsidiary, Garware Offshore International Services Pte. Ltd., (GOISPL) based in Singapore achieved an operating income of USD.11.8 million and net loss of USD.1.16 million. Barring unforeseen events, the Company expects to make a profit from the current year onwards. This loss was as a result of the fact that one of the vessels on bare boat charter to GOISPL did not earn revenue for part of the year and therefore was unable to "cover" the high bare boat charter rate that was paid to the owners of the vessels. However this vessel has now been sold and is no longer a part of fleet of GOISPL. GOISPL now has two vessels on bare boat charter (one Accommodation Barge and one Platform Supply Vessel), which are on long term contracts with E & P Companies.

In view of general exemption granted by Ministry of Corporate Affairs vide Circular No.51/12/2007-CL-III dated 8.2.2011, the annual accounts of subsidiary companies and the related information required to be enclosed under the provisions of Section 212 of the Companies Act are not enclosed.

The Company undertakes that such information shall be made available to the shareholders of the holding and subsidiary companies and shall also be kept for inspection at the Registered Office of the Company. The Company shall furnish hard copy of the same to any shareholder on demand.

LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2012-13 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors' Report) have been made from the same.

b) That 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 year and the Profit of the Company for that year ended as on 31.03.2012.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

INSURANCE :

All the Vessels owned and operated by the Company have been insured for Hull & Machinery, War Risks and Protection & Indemnity (P & I) claims. The vessels that transit through the Gulf of Suez and Malacca Straits are also insured for piracy, kidnapping and ransom. The crew on all the vessels are also covered under (P & I) insurance.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposits from the Public and Shareholders.

DIRECTORATE:

Mr.A.B.Garware has been re-appointed as Executive Chairman for a period of 5 years w.e.f. 1st July, 2012. Members are requested to re-appoint Mr.A.B.Garware and also approve the terms of the remuneration payable to him.

Mr.S.Y.Mulani has been appointed as an Additional Director of the Company and holds Office till the date of the ensuing Annual General Meeting. A member of the Company has, in accordance of provisions of Companies Act, 1956, proposed his candidature for the Office of Director. Members are requested to appoint him as Director of the Company.

Mrs. Maneesha S. Shah and Mr.A.K.Thanavala, Directors of the Company retire by rotation and being eligible, offers themselves for re-appointment. Members are also requested to re-elect them.

AUDITORS:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

The relations with all Employees of the Company, both Shore and Floating Staff have been extremely cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees.

PARTICULARS OF EMPLOYEES AND STATEMENT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Statement of Particulars of Employees as required by the Provisions of Section 217(2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and Statement of Conservation of Energy, Technology Absorption And Foreign Exchange Earnings & Outgo, forming part of the Directors' Report are annexed here to as Annexure 'I' and Annexure 'II' respectively.

DEMATERIALISATION OF SHARES:

The Company's shares continue to be traded in Electronic Form. As per Securities and Exchange Board of India (SEBI) requirement, 100% of the shares held by the Promoter / Persons Acting in Concert category are in the Electronic Form.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is given in a separate Annexure.

ACKNOWLEDGEMENT:

The Board wishes to thank the Office of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, MPA, MI Registry, IRS, DNV, ABS, State Bank of India, DVB Bank, DnB Nor Bank, State Bank of Travancore, United Bank of India, Axis Bank Limited and ICICI Bank Limited for their continued support and co-operation during the year.

On Behalf of the Board

Sd/-

Place : Mumbai ASHOK GARWARE

Date : 8th August, 2012 CHAIRMAN


Mar 31, 2011

THE MEMBERS,

The Directors are pleased to present their report as under:

FINANCIAL RESULTS:

(Rs. in Crores)

Year ended Year ended

March 31, 2011 March 31, 2010

Income from operations 166.49 181.48

Other Operating Income 3.68 —

Other Income 2.52 7.19

Gross Income 172.69 188.67

Expenses for the period 74.37 80.40

Operating Profit for the year 98.32 108.27

Interest & Finance charges 24.56 30.89

Profit Before Depreciation 73.76 77.38

Depreciation 34.33 34.09

Profit Before Tax 39.43 43.29

Provision for Taxation

- Current Tax 0.46 2.38

Tax for earlier year written back (1.09) (0.08)

Net Profit After Tax 40.06 40.99

Cash Profit 74.39 75.08

FINANCIAL HIGHLIGHTS:

Income from Operation (including other operating income) for the year ended on 31.03.2011 stood at Rs. 170.17 crores, as against Rs. 181.48 crores for the previous year. The other Income for the year stood at Rs. 2.52 crores aggregating the total income to Rs. 172.69 crores. The reduced operational income was on account of sale of vessel, M.V.Everest in the last quarter of the previous year. Hence, there were no earnings from her for the entire year.

The Net Profit for the year ended 31.03.2011 stood at Rs. 40.06 crores as against Rs. 40.99 crores for the previous year in spite of a reduction of operating income of approx. 5%.

The Company continues its efforts to reduce its interest burden by replacing high cost debt with lower cost debt. As a result of this and the regular pay back of debt, interest and finance charges have reduced by approx. 20%.

The Company continues to follow Accounting Standard 30 'AS-30 Financial Instrument: (Recognition & Measurement)'.

OPERATIONS:

During the year under review, the Company sold its second hand Platform Supply Vessel 'M.V. Mana'. Further the Board of Directors have resolved to sell two of the Company's AHTSVs., viz., 'M.V.Garware-l' & 'M.V. Garware-V, in view of their age and since employment prospects for these vessels are reducing.

The Company's wholly owned subsidiary in The Netherlands took delivery of one Large Platform Supply Vessel, 'M.V.Beaucephalus' in December, 2010. The vessel has been awarded a contract for 4 year 4 year (option) in Brazil in May, 2011.

The Company's Platform Supply Vessel, 'M.V.Kailash' has recently been awarded a 4 year contract by Petrobras (Brazil). The vessel should commence contract in the latter part of August/early September, 2011, after the required modification as per needs of Petrobras and mobilization is completed.

DIVIDEND:

During the year under review, the Company has declared and paid three Interim Dividends aggregating to 19%.

Your Directors, subject to the Shareholders' approval, are pleased to recommend a final dividend of 5%, for the year under review. Thus, the total Dividend for the year under review is 24%, as against 23% for the previous year. The final dividend will be paid to the Shareholders, whose names appear on the Register of Members as on 27th September, 2011.

The total cash outflow on account of Dividend and Tax thereon (including Interim Dividends) amounts to Rs. 6.66 crores (previous year Rs. 6.40 crores).

FUTURE OUTLOOK:

Price of oil has increased and stabilized during the year under review. This has led to an increase in E & P activities (with oil at around $85 - $100) and the outlook appears bright on a global basis - in spite of economic problems in Europe & USA.

Presently most of the Company's new vessels (owned & Bareboat) are on long term contracts and we hope that those vessels come off contract in the next 12 months will be redeployed on long term jobs. The Company is actively looking to expanding its fleet in India as well as in The Netherlands subsidiary.

CHANGE OF NAME OF THE COMPANY:

Pursuant to the Shareholders approval and approval by the Registrar of Companies, Maharashtra, the Company's name was changed from 'Garware Offshore Services Limited' to 'Global Offshore Services Limited' w.e.f. 11.01.2011. However, duly signed and sealed fresh incorporation of Certificate upon change of name of the Company was received by the Company on 3,d March, 2011.

WHOLLY OWNED SUBSIDIARIES (WOS):

During the year under review, the Company established a Wholly Owned Subsidiary in The Netherlands, viz., Global Offshore Services B.V., (GOSBV). GOSBV has taken delivery of 'M.V. Beaucephalus'. The vessel is presently working in Brazil with Petrobras, on a 4 year firm contract. Since the vessel commenced this contract only in June, 2011, its performance will only be reflected in the current year.

The Company's subsidiary, viz., Garware Offshore International Services Pte Ltd., (GOISPL) in Singapore made a loss during the year under review, in view of the fact that the Accommodation Work Barge remained unemployed for several months. However, in November, 2010, the Barge has gone on a 5 year contract with Singapore based charterers and is presently located in Nigeria.

GOISPL added a Platform Supply Vessel on a Bare Boat basis to its fleet. This Platform Supply Vessel is presently working on a long term contract in the North Sea.

The Accounts of the WOS based in Singapore and The Netherlands are prepared in accordance with the respective local regulations.

In view of general exemption granted by Ministry of Corporate Affairs vide Circular No.51/12/2007-CL-lll dated 8.2.2011, the annual accounts of subsidiary companies and the related information required to be enclosed under the provisions of Section 212 of the Companies Act are not enclosed.

The Company undertakes that such information shall be made available to the shareholders of the holding and subsidiary companies and shall also be kept for inspection at the Registered Office of the Company. The Company shall furnish free of cost hard copy of the same to any shareholder on demand.

LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2011-12 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors' Report) have been made from the same.

b) That 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 year and the Profit of the Company for that year ended as on 31.03.2011.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

INSURANCE :

All the Vessels owned and operated by the Company have been insured for Hull & Machinery, War Risks and Protection & Indemnity (P & I) claims. The vessels that transit through the Gulf of Suez and Malacca Straits are also insured for piracy, kidnapping and ransom. The crew on all the vessels are also covered under (P & I) insurance.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposits from the Public and Shareholders.

DIRECTORATE:

Mr. S.S.Aggarwal & Mr.J.C.Chopra, Directors of the Company retire by rotation and being eligible, offers themselves for re- appointment. Members are requested to re-elect them.

Members are also requested to approve revision in the salary of Mr. A.B. Garware and Mr. A.A.Garware Directors.

AUDITORS:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

The relations with all Employees of the Company, both Shore and Floating Staff have been extremely cordial. Your Directors wish to express their appreciation of the services, rendered by the devoted Employees.

PARTICULARS OF EMPLOYEES:

Statement of Particulars of Employees as required by the Provisions of Section 217(2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors' Report is annexed here to as Annexure 'I'.

DEMATERIALISATION OF SHARES:

The Company's shares continue to be traded in Electronic Form.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors' Certificate on its compliance is given in a separate Annexure.

ACKNOWLEDGEMENT:

The Board wish to thank the Office of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, IRS, DNV, ABS, State Bank of India, DVB Bank, DnB Nor Bank, State Bank of Travancore, United Bank of India and INSA for their continued support and co-operation during the year.

On Behalf of the Board

Place : Mumbai ASHOK GARWARE

Date : 30,th July, 2011 CHAIRMAN


Mar 31, 2010

The Directors are pleased to present their report as under:

FINANCIAL RESULTS :

(Rs. in Crores)

Year ended Year ended March 31, 2010 March 31, 2009

Income from Operations 181.48 162.24

Other Income 7.19 3.30

Gross Income 188.67 165.54

Expenses for the year 80.40 76.34

Operating Profit 108.27 89.20

Interest & Finance charges 30.89 25.49

Profit Before Depreciation 77.38 63.71

Depreciation 34.09 22.90

Profit Before Tax 43.29 40.81

Provision for Taxation

- Current Tax 2.38 0.30

- Fringe Benefit Tax - 0.20

- Tax for earlier years written back (0.08) (0.06)

Net Profit After Tax 40.99 40.37

Cash Profit 75.08 63.27

FINANCIAL HIGHLIGHTS:

Income from Operations for the year ended on 31.03.2010 stood at Rs. 181.48 crores, as against Rs. 162.24 crores for the previous year, an increase of 11.86%

The Net Profit for the year ended 31.03.2010 stood at Rs. 40.99 crores as against Rs. 40.37 crores for the previous year.

The Company continues to follow Accounting Standard 30 (AS-30 Financial Instrument: Recognition & Measurement).

OPERATIONS:

During the year under review, the Company sold its second hand Platform Supply Vessel M.V. Everest in January, 2010. Presently Eight Vessels are on long term contract in India and the North Sea. Two Vessels are on a short term contract in the Far East.

The Curative Petition filed by the Company before the Honble Supreme Court against Oil & Natural Gas Corporation Limited was dismissed, in spite of using the best legal talent in the Country.

DIVIDEND:

During the year under review, the Company has declared and paid two Interim Dividends @ 8% each aggregating to 16%.

Your Directors subject to the Shareholders approval, are pleased to recommend a Final Dividend of 7 %, for the year under review. Thus, the total Dividend for the year under review is 23%, as against 21 % for the previous year. The Final Dividend will be paid to the Shareholders, whose names appear on the Register of Members as on 28.06.2010.

The total cash outflow on account of Dividend and Tax thereon (including Interim Dividends) amounts to Rs.6.40 crores (previous year Rs 5.85 crores).

EXPANSION / DIVERSIFICATION:

The delivery of the Companys latest acquisition- a "State of the Art", Large Platform Supply Vessel having a dead weight of 4315 tons is expected to be delivered in the month of December 2010/January, 2011.

FUTURE OUTLOOK:

Even though the price of Oil appeared to have stabilized during the last quarter of the year under review, the very recent global adverse conditions resulted in downfall of the Oil prices owing to which the Offshore Supply Vessel market continues to experience some wild fluctuations in charter rates. The vessels in the spot markets of North Sea and Singapore have been faced with idle time and on certain occasions, low charter rates. However, since the majority of the Companys vessels are on long term contracts, these fluctuations do not greatly affect your Company. The Company is hopeful that the situation for the vessels in the Spot Market (two AHTSVs in the Far East) will improve as the world sees more and more exploration efforts by Exploration & Production (E&P) companies in view of rise in the price of Oil. The Company will continue to look at the possibility of acquiring additional vessels / assets within the Offshore Sector.

WHOLLY OWNED SUBSIDIARY (WOS) AT SINGAPORE:

The Wholly Owned Subsidiary of the Company viz., Garware Offshore International Services Pte. Ltd., (GOISPL) has made a Profit of USD 0.106 million during the year under review.

GOISPL has taken the delivery of M.V. Shergar (an Anchor Handling Tug cum Supply Vessel) and M.V. Beau Geste(an Accommodation Work Barge) on a long term "Bare boat, Charter basis". These assets were delivered to the Company in August 2009, and are presently working in the Middle East and India respectively, (as on 31.03.2010)

The Directors Report, Auditors Report and Audited Accounts of GOISPL for the year ended 31.03.2010 are enclosed pursuant to provisions of Section 212 of the Companies Act, 1956.

LISTING FEES TO STOCK EXCHANGES:

The Company has paid the Listing Fees for the year 2010-11 to Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

RESPONSIBILITY STATEMENT:

The Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures (save and except as stated in the Directors Report) have been made from the same.

b) That 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 year and the Profit of the Company for that year ended as on 31.03.2010.

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the Companies Act, 1956, for safe-guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

INSURANCE :

All the Vessels owned and operated by the Company have been insured for Hull & Machinery, War Risks and Protection & Indemnity (P & I) claims. The vessels that transit through the Gulf of Suez and Malacca Straits are also insured for piracy, kidnapping and ransom. The crew on all the vessels are also covered under (P & I) insurance.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposits from the Public and Shareholders.

DIRECTORATE:

Mr. D.J. Thakkar and Dr. B.S. Cooper, Directors of the Company retire by rotation Dr. B.S. Cooper offers himself for re-election. Members are requested to re-elect him. Mr. D.J. Thakkar, retires by rotation and is not standing for re-election.

AUDITORS:

You are requested to re-appoint Statutory Auditors, Messrs. Raman S. Shah & Associates, Chartered Accountants for the current year and to fix their remuneration.

The Company has obtained a Certificate from Auditors certifying that their re-appointment, if made at the ensuing Annual General Meeting shall be within the limits prescribed under Section 224 (1-B) of the Companies Act, 1956.

PERSONNEL:

The relations with all Employees of the Company, both Shore and Floating Staff have been extremely cordial. Your Directors wish to express their appreciation of the services rendered by the devoted Employees.

PARTICULARS OF EMPLOYEES:

Statement of Particulars of Employees as required by the Provisions of Section 217(2A) of The Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended and forming part of the Directors Report is annexed here to as Annexure I.

DEMATERIALISATION OF SHARES:

The Companys shares continue to be traded in Electronic Form.

CORPORATE GOVERNANCE:

A separate report on Corporate Governance along with the Auditors Certificate on its compliance is given in a separate Annexure.

ACKNOWLEDGEMENT:

The Board wish to thank the Office of Directorate General of Shipping, Mercantile Marine Department, Shipping Master, Indian Register of Shipping, DNV, ABS, State Bank of India, DVB Group Merchant Bank (Asia) Ltd., Singapore, State Bank of Travancore, United Bank of India and State Bank of Hyderabad for their continued support and co-operation during the year.

On Behalf of the Board

Place : Mumbai ASHOK GARWARE

Dated : 21st May, 2010 CHAIRMAN

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