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Directors Report of Global Offshore Services Ltd.

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, 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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