Directors Report of GOL Offshore Ltd.

Mar 31, 2016

To the Members,

The Directors take pleasure in presenting the 11^th Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2016.

FINANCIAL SUMMARY

(Rs. in lacs)

Particulars	Standalone		Consolidated
	2015-16	2014-15	2015-16	2014-15
Total Income	97,265	109,851	96,268	126,835
Expenses	72,731	70,854	74,876	81,188
Profit before Interest, Depreciation, Exceptional Items & Tax	24,534	38,997	21,392	45,647
Less: Depreciation	13,684	16,504	18,592	22,411
Less: Interest & Finance cost	22,993	24,140	39,109	39,212
Profit/ (Loss) before Exceptional Items & Tax	(12,143)	(1,647)	(36,309)	(15,976)
Less: Exceptional Items	72,263	-	34,646	-
Profit/ (Loss) before Tax	(84,406)	(1,647)	(70,955)	(15,976)
(Less)/ Add: Tax Expenses
i. Current tax	390	(432)	370	(1,037)
ii. Deferred tax	459	800	1,232	(71)
iii. Prior year tax	-	-	11	(2)
Loss after Tax before Minority Interest	(83,557)	(1,279)	(69,342)	(17,086)
Minority Interest	-	-	-	680
Loss after Tax	(83,557)	(1,279)	(69,342)	(17,766)
Less: Transfer to Tonnage Tax Reserve	750	250	752	252
Add: Surplus brought forward from previous year	49,602	51,131	(7,542)	10,476
Amount available for appropriation	(34,705)	49,602	(77,636)	(7,542)
Appropriations:
Transfer to General Reserve	-	-	-	-
Balance Carried Forward	(34,705)	49,602	(77,636)	(7,542)

FINANCIAL HIGHLIGHTS

During the financial year 2015-16, the Company, on a standalone basis, registered a total income of Rs. 97,265 lacs (Previous Year Rs. 1, 09,851 lacs) and Profit before Interest, Depreciation, and Exceptional Items & Tax of Rs. 24,534 lacs as against Rs. 38,997 lacs during the previous year.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN MARCH 31, 2016 AND DATE OF THIS REPORT

Strategic Debt Restructuring ("SDR")

The Lead Bankers of the Joint Lenders'' Forum had invoked the SDR and decided the Reference Date as January 27, 2016. Pursuant to special resolution passed by the Shareholders of the Company by Postal Ballot on June 20, 2016 and in accordance with applicable provisions of the Companies Act, 2013 (hereinafter referred to "the Act"), guidelines specified by the Reserve Bank of India on Strategic Debt Restructuring scheme ("SDR") and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, the Board of Directors allotted 4,09,87,704 equity shares of face value of Rs. 10/- (Rupees Ten only) each, at an issue price of Rs. 43.81/per share to the consortium of banks and financial institutions, as per SDR. Post-allotment, the paid-up share capital of the Company stands increased to Rs. 78,22,77,650/- consisting of 7,82,27,765 number of equity shares of Rs. 10/- each.

OPERATIONS

The oil industry, with its history of booms and busts, has been in its deepest downturn since the 1990s, if not earlier. Earnings are down for companies that made record profits in recent years, leading them to decommission more than two-thirds of their rigs and sharply cut investment in exploration and production (E&P).

To correlate our business perspective, marine logistic services business is directly proportional to offshore drilling activity by E&P operators and since offshore drilling is experiencing a steep downturn, the implications are on the same line for marine logistic services business. The primary cause is the plunging price of a barrel of oil, which at one point fell more than 70 percent compared with June 2014 levels. Prices have recovered a few times over the last year and lately Brent crude crossed $50-a-barrel threshold for the first time in nearly seven months. But prices are still below what producers need to drill profitable wells.

But over the long term, demand for fuels is recovering in some countries and that could help in the recovery of crude prices in the next year or two. Hence a gradual uptick is expected in the business scenario for Offshore drilling, marine logistics & allied oilfield services in the next two years as oil prices stabilize in the range of USD 60-70 per barrel. As such, the business environment has been quite challenging for past couple of years, the drop in oil price has further aggravated the situation. Nevertheless, your Company has been able to manage its operations efficiently with existing resources. Your Company has ensured that most of the vessels remain available for employment in good sea worthy conditions.

Malaviya Seven, the Platform Support Vessel ("PSV"), continues to remain in spot market in North Sea, at much reduced rates and lesser job opportunities.

Malaviya Nine, the Anchor Handling Tug Supply Vessel ("AHTSV"), continues to be employed with Petrobras, Brazil. The contract, which commenced in July 2012, is for 4 years with the extension option of another 4 years with reduction in charter hire w.e.f. July 19, 2015.

Malaviya Ten, AHTSV, completed her 3 years contract in August 2015. Subsequently, vessel was mobilized for anchor handling, towing and supply duties to East Coast of India for 5 years contract with Oil and Natural Gas Corporation Limited ("ONGC") that commenced in September 2015.

Malaviya Sixteen, PSV, completed her 3 years contract in January 2016 for ONGC (as end client) from Vision Projects Technologies Pvt. Ltd. that commenced in January 2013 for supply duties on the East Coast of India.

PSV Malaviya Eighteen continues to be employed with ONGC for 3 years contract for supply duties on the West Coast of India that commenced in February 2015.

PSV Malaviya Twenty continues to remain in spot market in North Sea, at much reduced rates and lesser job opportunities.

Malaviya Twenty Three, the Fire Fighting Supply Vessel ("FFSV"), continues the operation for ONGC with

3 years contract that commenced in September 2013, carrying out fire fighting, safety standby, riser deck inspection and emergency support duties in West Coast of India.

FFSVs Malaviya Twenty Five and Malaviya Twenty Seven which were employed for operations by Eastern Naval Command, Visakhapatnam, through Shipping Corporation of India completed their 4 years contracts (with extensions) on March 18, 2016 and March 25, 2016 respectively.

Malaviya Twenty Eight, AHTSV, continues the operation for ONGC with 3 years contract that commenced in June 2013 for anchor handling, towing and supply duties on the East Coast of India.

PSV Malaviya Twenty Nine completed its contract with Petrobras on September 16, 2015 which commenced in May 2012.

PSV Malaviya Thirty continues the operation for ONGC with 3 years contract that commenced in May 2013 for supply duties on the West Coast of India.

Malaviya Thirty Six, the Multipurpose Support Vessel (MSV), continues its operation for ONGC under the 5 years term contract which commenced in September 2014 for underwater maintenance of platforms & SPMs, fire fighting, safety standby and emergency support duties in West Coast of India.

Jack-Up Drilling Rig Kedarnath completed her 5 years contract with ONGC in December 2015 on West Coast of India.

Floater Drilling Rig Badrinath hired by Deep Water Services (India) Ltd., the wholly owned subsidiary of the Company, completed her 3 years contract with ONGC on the West Coast of India in May 2015 and has received Letter of Award from ONGC on March 1, 2016 for firm contract period of 3 years. Rig is to be mobilized on or before October 15, 2016 in West Coast for contract commencement.

Construction Barge Gal Installer completed her 6 months contract on May 28, 2015 with Supreme Hydro Engineering Pvt. Ltd. (end client BGEPIL) that commenced its operation in West coast of India in November 2014.

Construction Barge Gal Constructor, Accommodation Vessel Malaviya Thirty Three, Work Boat Malaviya Three, Anchor Handling Tugs Sangita & Bharati S, Offshore Supply Vessels Malaviya One & Malaviya Two were utilized in-house by Engineering Services department for the BPA-BPB project of ONGC.

Remaining 11 Harbour Tugs of the Company remained effectively utilized throughout the year in various ports across the coast of India.

DIVIDEND

In view of the losses incurred during the financial year 2015-16, your Directors have decided not to recommend any dividend on the equity shares for the said year.

LISTING AGREEMENT

During the year, the Securities and Exchange Board of India ("SEBI") notified the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations") and the same were effective December 1, 2015. The Listing Regulations aim to consolidate and streamline the provisions of the erstwhile listing agreement for different segments of capital markets to ensure better enforceability. In terms of the Listing Regulations, all listed entities were required to enter into a new listing agreement with the stock exchanges. In compliance with the requirements, new listing agreement was executed with the BSE Limited and the National Stock Exchange of India Limited in February 2016.

SUBSIDIARY COMPANIES

During the financial year under consideration, DWS Offshore Drilling Limited and DWS Offshore Services Limited were incorporated as wholly-owned subsidiaries of Deep Water Services (India) Limited, a wholly-owned subsidiary of the Company. Accordingly these two companies became step-down subsidiaries of the Company.

As required under Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in the prescribed form AOC-1 is annexed to the Financial Statements.

In accordance with Section 136 of the Act, the separate accounts of the subsidiary companies will be available on the website of the Company and the Members desirous of obtaining the accounts of the Company''s subsidiaries may obtain the same upon request.

The Policy for determining Material Subsidiaries, adopted by your Board, in conformity with the Listing Regulations, can be accessed on the Company''s website at http://goloffshore.com/investors statpol.php.

Highlights of operational and financial performance of direct subsidiaries are given below.

DOMESTIC SUBSIDIARIES

Deep Water Services (India) Limited ("DWS India")

Rig Badrinath continued to work with Oil and Natural Gas Corporation Limited (ONGC) on three year contract, which commenced in April 2012. During the year under review, Rig has successfully completed one well in Mumbai High. Rig was dehired on May 8, 2015. Thereafter ONGC issued Letter of Award (LOA) for Charter Hire of Badrinath for a firm period of 3 years commencing from October 15, 2016.

During the year under consideration, DWS India earned a total income of Rs. 2,353.52 lacs (previous year: Rs. 14,353.12 lacs) with Loss of Rs. 1,628.43 lacs (previous year: Profit Rs. 1,151.07 lacs).

KEI-RSOS Maritime Limited ("KRML")

During financial year 2015-16, KRML has been able to maintain its pace of business, in spite of various challenges faced by the industry and successfully completed the Operation and Maintenance of SPM Contract with Bharat Petroleum Corporation Limited (BPCL), Kochi.

During the reporting year, KRML was awarded a mega project by Mangalore Refinery and Petrochemicals Limited for providing services of Operation, Maintenance, Inspection & Security of SPM facility for period of five years. During financial year 2015-16, KRML managed to clinch both long term and short term contracts from esteemed customers customer like Cairn India Limited for its SPM terminal operation at Ravva Oil Field, contract from Coastal Marine Construction & Engineering Limited for SPM operations at Mangalore and short term contract from Essar Offshore Subsea Limited for providing Transportation services at Mumbai. Benefits of all these contracts will be reflected in the financials of coming years.

During the financial year 2015-16, KRML earned a total revenue of Rs. 3,843.44 lacs (previous year: Rs.4,561.09 lacs). The Company suffered a loss after tax of Rs. 3,853.84 lacs (previous year: Rs. 1,878.37 lacs). The loss was mainly on account of idling of some of the vessels due to overdue repairs and dry docking which could not be undertaken due to paucity of funds.

GOL Salvage Services Limited ("GOSSL")

During the financial year 2015-16, GOSSL entered an agreement with Cairn India Limited for chartering of Tug "Josh" for its SPM at Ravva Field, for a period of 18 months.

During the year under consideration, not many salvage jobs came on the horizon. GOSSL did bid for the ones that were available, but were not successful due to commercial reasons and/ or technical specifications of the job being not suitable for the vessels.

GOSSL disposed off Tug "Noor" with a profit of Rs. 25.62 lacs. GOSSL earned total revenue of Rs. 124.75 lacs, (previous year: Rs. 111.68 lacs). The Company earned profit after tax of Rs. 8.94 lacs (previous year: Loss of Rs. 122.85 lacs).

GOL Ship Repairs Limited ("GOSRL")

During the financial year 2015-16, GOSRL carried out major repair jobs of various nature such as Engine overhaul, Aqua master overhaul, Tail End Shaft repairs and other mechanical repairs. GOSRL carried out 74 jobs as compared to 44 jobs done in previous year. Out of total repairs attended, 51 jobs were carried out in Mumbai and rest 23 jobs were carried out outside Mumbai.

During the year under consideration, GOSRL achieved landmark of major main engine overhauls of three vessels pertaining to the Company and handled two in-house dry docking jobs.

During financial year 2015-16, GOSRL earned total revenue of Rs. 209.75 lacs (previous year Rs. 489.00 lacs) and loss after tax of Rs. 14.30 lacs (previous year profit: Rs. 54.78 lacs).

FOREIGN DIRECT SUBSIDIARIES

Great Offshore (International) Limited, Cayman Islands ("GOIL")

During financial year 2015-16, GOIL earned an income of USD 1,687,711 and suffered a loss of USD 25,657,696 as against the income of USD 2,031,584 and a loss of USD 2,127,503 in the previous year. During the year under consideration, the Company has not carried out any operations. The loss is on account of Impairment and interest.

GOL Offshore Fujairah L.L.C. - FZE ("GOL Fujairah")

During financial year 2015-16, GOL Fujairah incurred a loss of USD 52,531,218 as against loss of USD 18,978,357 in the previous year. The Company has not carried out any operations during the year under consideration. The loss is mainly on account of Impairment and Finance cost.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of the provisions of Section 129(3) of the Act, the Consolidated Financial Statements of the Company and its subsidiaries for the financial year 2015-16, prepared in accordance with Accounting Standard-21 read with Accounting Standard-23, form part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the Public.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT

During the Financial Year 2015-16, no loans were granted, no investments were made and no guarantees were given by the Company in connection with loan granted to any body corporate, as envisaged under Section 186 of the Act.

EXTRACT OF ANNUAL RETURN

As prescribed in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is annexed with this report as Annexure - I.

SECRETARIAL AUDIT REPORT

M/s. Makarand M. Joshi and Co., Practicing Company Secretaries, carried out the Secretarial Audit for financial year 2015-16 under Section 204 of the Act. The Secretarial Audit Report in prescribed Form MR-3 is annexed to this report as Annexure - II. The Secretarial Auditor has made an observation in their report that the Company did not have the Policy for Preservation of Documents during financial year ended on March 31, 2016. In this connection, the Board of Directors would like to state that the Archival Policy on Preservation of documents was adopted by the Board of Directors with effect from September 2, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, as required by the Listing Regulations, is attached hereto as Annexure - III and forms an integral part of this Annual Report.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance along with a certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached as Annexure - IV and forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company, as on the date of this Report, has seven Directors, out of these five are Independent Directors and two are Non-Independent Directors.

1. Independent Directors

Dr. Percy Adi Doctor was appointed as an Additional Independent Director of the Company with effect from May 28, 2015 who was confirmed as a Director at the Annual General Meeting ("AGM") held on September 23, 2015.

All Independent directors have furnished declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

2. Retirement by Rotation

Mr. Vijay Kumar retires by rotation at the ensuing AGM and being eligible, has offered himself for reappointment as the Director of the Company.

3. Meetings of the Board and Committees thereof

The details of the meetings of the Board of Directors and the Committees thereof are included in the Corporate Governance Report which forms part of this Annual Report.

4. Performance Evaluation

The Board has carried out the evaluation of its own performance, its committees and individual directors during the financial year 2015-16.

The Board of Directors evaluated its performance and the performance of its committees on the basis of criteria relating to Board functioning such as optimum composition of the Board & its committees; experience & competencies of the Directors; correctness and completeness of the information submitted; attendance of Board members and Management; freedom of participation and expression of views including recording of dissent, if any; effectiveness of Board processes and recording of decisions in the minutes.

A structured exercise was carried out to evaluate the performance of Directors on the parameters of ethics and values, knowledge and proficiency, diligence, behavioral traits and personal development. Each of these parameters was further sub-divided in to five sub-parameters. Every Director was evaluated on these parameters individually by each of his fellow Directors.

5. Policy on Appointment and Remuneration

The Nomination and Remuneration Committee of the Board formulated Nomination and Remuneration Policy which, inter alia, prescribes criteria for determining remuneration of the Directors, Key Managerial Personnel and other employees of the Company and criteria for determining qualifications, positive attributes and independence of the Directors. The Policy was recommended by the Committee to the Board of Directors and approved by the Board. The Policy is available on the website of the Company www.goloffshore.com and the link for the same is provided below: http://goloffshore.com/investors statpol.php

6. Key Managerial Personnel (KMP)

The Board of Directors at its meeting held on November 6, 2015, appointed Mr. Prakash Chandra Kapoor, Chairman, as the Chief Executive Officer of the Company w.e.f. October 30, 2015. Mr. Kailash Gupta, was appointed as the Chief Financial Officer w.e.f. May 1, 2015.

Mr. Navin Joshi ceased to be the Company Secretary and Chief Compliance Officer of the Company w.e.f. April 29, 2016. The Board at its meeting held on May 30, 2016 appointed Mrs. Varika Rastogi as the Company Secretary and Chief Compliance Officer of the Company w.e.f. May 16, 2016.

COMMITTEES OF THE BOARD

Your Company has duly constituted the Committees required under the Act read with applicable Rules made there under and the Listing Regulations.

The Company has an Audit Committee with the constitution, powers and role as are prescribed under Section 177 of the Act and Regulation 18 of the Listing Regulations. The Constitution of the Audit Committee and its powers & role are mentioned in the Report on Corporate Governance which is a part of this Annual Report.

The other statutory committees of the Board are given below:

i) Stakeholders'' Relationship Committee

ii) Nomination and Remuneration Committee

iii) Corporate Social Responsibility Committee

Details with regard to composition, powers, role, meetings held and attendance of members at such meetings of the relevant Committee are provided in the Report on Corporate Governance which forms part of this Annual Report.

Directors'' Responsibility Statement

In compliance of Section 134(5) of the Act, your Directors confirm that:

(a) In preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards have been followed and there is no material departure from the same;

(b) they have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss suffered by the Company for the said year;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) They have laid down internal financial controls which are followed by the Company and such internal financial controls are adequate and operating effectively; and

(f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees are required to be provided in the Directors'' Report. However, having regard to the provisions of Section 136 of the Act, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same, upon receipt of a written request delivered at the Registered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In accordance with Section 135 of the Act, the Board of Directors of the Company has constituted a CSR committee of the Board, composition of which is as follows:

Mr. Prakash Chandra Kapoor - Chairman of the Committee

Mr. Vijay Kumar - Member

Mr. Vinesh Davda - Member

CSR Committee has framed the policy on Corporate Social Responsibility (CSR) which is available on the Company''s website, the link for the same is provided below: http://goloffshore.com/investors_statpol.php

Due to liquidity mismatch the Company is not up to date on its obligations relating to the repayment of loans to the banks, certain statutory and contractual dues etc. This was one of the reasons due to which the Board of Directors has been compelled not to declare any dividend to shareholders for the two previous years. In the light of these facts and also in light of the loss suffered by the Company during the financial year 2015-16, the Board of Directors, after due deliberation, have decided that the Company cannot contribute to the CSR activity and thus no amount has been spent on the CSR activities.

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

The Company''s main business activity is to provide Offshore Oilfield Services. Since, the Company is not engaged in any manufacturing or production activity, information pertaining to energy conservation and technology absorption is not applicable to the Company.

The details of foreign exchange earnings and outgo are as under:

Particulars	FY 2015-16 (Rs. in lacs)	FY 2014-15 (Rs. in lacs)
Foreign Exchange earned (on account of freight, charter hire earnings)	64,464	82,712
Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of vessels and interest payment	37,379	47,684

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered in to by the Company during the financial year 2015-16, were at arm''s length and in the ordinary course of business, accordingly, the disclosure pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable. There were no materially significant related party transactions entered in to by the Company with any Related Parties which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party transaction as approved by the Board is uploaded on the website of the Company www.goloffshore.com and the link for the same is provided below: http://goloffshore.com/investors statpol.php

The details of related parties’ transactions as required under Accounting Standard-18 are set out in the notes to the Financial Statements.

INTERNAL FINANCIAL CONTROLS

Your Company has an established Internal Financial Control System with policies and procedures for operations, accounting and financial reporting and compliances. An effective Internal Audit function adds the element of completeness to the system of Internal Control. The Internal Auditors are an independent firm who present their findings and reports to the Audit Committee. During the year under review, effectiveness of internal financial controls was evaluated. Internal financial controls with reference to the Financial Statements are adequate, in all material respects and commensurate with the size and nature of business of the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism, to enable the Directors and Employees to report their genuine concerns in the manner prescribed. The Whistle Blower policy in this regard is posted on the website of the Company www.goloffshore.com and the link for the same is provided below: http://goloffshore.com/investors statpol.php,

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

The Company has put in place an "Anti Sexual Harassment Policy". Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the financial year 2015-16, there were no complaints of sexual harassment received and/ or disposed off by the Committee.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with relevant rules of the Companies (Audit and Auditors) Rules, 2014, M/s. Varma & Varma, Chartered Accountants (Registration No. 004532S) and M/s. Motilal & Associates, Chartered Accountants (Registration No. 106584W) were appointed as Joint Statutory Auditors of the Company at the AGM held on August 14, 2014. The Statutory Auditors hold office for a period of three years i.e. until the conclusion of the AGM to be held in the year 2017. As per the provisions of the Section 139, the appointment of the Statutory Auditors needs to be ratified by the members at every AGM. Accordingly, a resolution for the ratification of the appointment of Statutory Auditors has been incorporated in the Notice convening the ensuing AGM for the approval of members. Both the auditors have confirmed that the consents given by them at the time of their appointment and the certificates issued by them at that time to the effect that their appointment, if made, will be in accordance with the conditions prescribed under Rule 4 of the Companies (Audit and Auditors) Rules, 2014, are still valid and in effect.

AUDITORS'' REPORT

The Auditors have qualified their report on the annual accounts of the Company for the year ended March 31, 2016. The qualification is with respect to the non-provision in the Financial Statements for the diminution in the value of investments, trade receivables and amount of loans & advances made/ given by the Company to its wholly-owned subsidiary KEI-RSOS Maritime Ltd. ("KRML"). In this regard, the Board of Directors would like to state that the said investment is strategic and long term in nature with a long term outlook. The management is confident of turning around KRML and as such, in the opinion of the management, no provision is considered necessary for diminution, if any, in the value of investments, receivables and loans & advances made/ granted by the Company in/ to KRML.

The Qualified Audit Report Review Committee (QARC) of the SEBI passed an order advising the Company to restate the accounts for certain earlier years, with respect to qualification mentioned above. The Company preferred an appeal to the Securities Appellate Tribunal (SAT) against the order of QARC. The SAT has quashed the order of QARC and set aside with liberty to the SEBI to pass fresh orders on merit. Thereafter, the SEBI has changed the procedure in this regard and consequently pending cases relating to restatement of accounts stands closed.

The Auditors have made observation in their report in the Emphasis of Matter regarding continuing default in repayment of loans to lenders, corporate guarantees invoked/ recovery and winding up petitions initiated by the lenders, the going concern concept and basis for making provisions against investments in & loans to subsidiaries and provision for impairment of fixed assets. The Directors would like to state here that the explanations provided in this regard in Note nos. 34, 36, 38 and 39 to the standalone financial statements are self-explanatory and hence the observation does not require any further clarification.

INTERNAL AUDITOR

As required under Section 138 of the Act and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is carried out by M/s. Ashok Kapadia & Associates, Chartered Accountants. The Internal Auditors present their report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee and the Board of Directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant and material orders passed by the regulators, courts or tribunals, which would impact the going concern status and operations of the Company in future.

RISK MANAGEMENT FRAMEWORK

The Company has in place an Enterprise Risk Management framework, commensurate with the size of its operations. This includes a well documented Enterprise Risk Management Policy and procedures for assessing risks. The risk identification and assessment process is comprehensive, dynamic and pro-active. As per the policy, the functional heads prepare a quarterly report giving the risks perceived in their functions and the response plan to deal with and mitigate the risks. The report, post audit and verification, is presented to the Board of Directors of the Company. The Company has constituted Risk Management Committee.

ACKNOWLEDGEMENTS

Your Directors acknowledge and place on record their sincere appreciation towards the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Mercantile Marine Department, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Indian Navy, International Salvage Union, Ministry of Finance, Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors also recognize and appreciate the efforts and hard work put in by all the employees and value the continued support received from all stakeholders and counterparties, charterers, shareholders, business associates and partners, consultants and advisors, agents, insurance companies and protection and indemnity clubs, surveyors, lawyers and solicitors, banks and financial institutions.

For and on behalf of the Board

Prakash Chandra Kapoor

Chairman

Date: September 2, 2016

Place: Mumbai

---

Mar 31, 2015

To,

The Members,

The Directors are pleased to present the Tenth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2015.

FINANCIAL RESULTS Rs. in Lakhs

Particulars Year 2014-15 Year 2013-14

Total Revenue 1,09,851 1,09,904

Total Expenses 1,11,498 94,163

Profit / (Loss) before tax (1,647) 15,741

(Less) / Add: Tax Expenses

i. Current tax 432 4,487

ii. Deferred tax (800) (915)

Profit / (Loss) after tax (1,279) 12,169

Less: Transfer to Tonnage Tax Reserve 250 500

Add: Surplus brought forward from previous year 51,131 39,962

Amount available for appropriation 49,602 51,631

Appropriations:

Transfer to General Reserve - 500

Balance Carried Forward 49,602 51,131

Total 49,602 51,631

FINANCIAL HIGHLIGHTS

During the financial year 2014-15, the Company, on a standalone basis, earned a total income of Rs.1,09,851 lakhs (Previous Year Rs. 1,09,904 lakhs) and a PBIDT of Rs. 38,997 lakhs as compared to PBIDT of Rs. 55,576 lakhs during the previous year.

OPERATIONS

With oil prices falling by more than half since June 2014, oil companies have been slashing costs and delaying or cancelling projects, cutting down on capital expenditure and reducing spending. These cost reduction efforts by oil companies are adversely affecting the OSV market. There is tremendous pressure on OSV operators to reduce the charter hire of the vessels and yet maintain vessels at their optimum level.

As such, the business environment has been quite challenging for past couple of years. The drop in oil price has further aggravated the situation. Nevertheless, your Company has been able to manage its operations efficiently with existing resources. Your Company has ensured that its vessels remain available for employment in good sea worthy conditions.

Malaviya Seven, the Platform Support Vessel (PSV) of the Company, after completing it's 1 year contract of carrying out supply duties with ADTI in September 2014, is operating in spot market in North Sea.

Malaviya Nine, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, continues to be employed with Petrobras, Brazil. The contract, which commenced in July 2012, is for 4 years with the extension option of another 4 years.

Malaviya Ten, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, continues the operation for ONGC with 3 year contract, that commenced in August 2012, for anchor handling, towing and supply duties on the East Coast of India. The vessel has already been awarded a 5 year contract by ONGC in the recently concluded Tender. This new 5 year contract will commence upon completion of the current contract, in last week of August 2015.

Malaviya Sixteen, the Platform Supply Vessel (PSV) of the Company, continues the operation for ONGC (as end client) on 3 year contract from Vision Projects Technologies Pvt. Ltd. The contract commenced in January 2013 and is for supply duties on the East Coast of India.

Malaviya Eighteen, the Platform Supply Vessel (PSV) of the Company, completed its 1 year 6 months (extension) contract with Vision Projects Technologies Pvt. Ltd (end client ONGC) that commenced in July 2013, for supply duties on the East Coast of India. Thereafter, the vessel was awarded a 3 year contract in a ONGC tender, which commenced from February 2015.

Malaviya Twenty, the Platform Supply Vessel (PSV) of the Company, after completing its 1 year contract for carrying out supply duties with Perenco UK Ltd., in February 2015, has been employed in spot market in North Sea.

Malaviya Twenty Three, the Fire Fighting Supply Vessel (FFSV) of the Company, continues to operate for ONGC with 3 year contract which commenced in September 2013, carrying out fire fighting, safety standby, riser deck inspection and emergency support duties on the West Coast of India.

Malaviya Twenty Four, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, completed its 3 year contract for ONGC on 9th June 2015. Subsequently, the vessel won a 5 year ONGC contract in the recently concluded tender and awaiting Notice of Award (N.O.A) from ONGC and will be mobilized immediately for charter upon receipt of N.O.A.

Malaviya Twenty Five and Malaviya Twenty Seven, the Fire Fighting Supply Vessels (FFSVs) of the Company, continue to be employed for operations by Shipping Corporation of India after extension of their contracts till September 2015. We are awaiting positive confirmation on further extension of contract for the vessels in coming days.

Malaviya Twenty Eight, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company continues to operate for ONGC with 3 year contract, which commenced in June 2013, for anchor handling, towing and supply duties on the East Coast of India.

Malaviya Twenty Nine, the Platform Supply Vessel (PSV) of the Company, continues to be employed with Petrobras, Brazil. The contract, which commenced in May 2012, is for 4 years with the extension option of another 4 years. Positive confirmation on further extension of contract is awaited from Petrobras in coming days.

Malaviya Thirty, the Platform Supply Vessel (PSV) of the Company, continues the operation for ONGC with 3 year contract which commenced in May 2013. The contract is for supply duties on the West Coast of India.

Malaviya Thirty Six, the Multi Support Vessel (MSV) of the Company, commenced its operation for ONGC in September 2014, for a 5 year term contract for underwater maintenance of platforms & SPMs, fire fighting, safety standby and emergency support duties on the West Coast of India.

Kedarnath, the Jack-Up Drilling Rig of the Company, continues on it's 5 year ONGC contract, expiring in November 2015. The contract is for drilling on the West Coast of India. The rig has been bid in the recently concluded ONGC tender for a period of 3 years and the technical evaluation of the bid is in progress.

Badrinath, the Floater Drilling Rig of the Company, hired by Deep Water Services (India) Ltd., the wholly owned subsidiary of the Company, completed it's 3 year contract with ONGC on 8th May 2015. We are bidding the rig in the ONGC tender for a period of 3 years.

Construction Barge Gal Installer completed it's 6 month contract on West Coast of India with Supreme Hydro Engineering Pvt. Ltd. (end client BGEPIL). The Contract commenced in November 2014 and ended on May 28, 2015. The barge has been bid for recently concluded Barge tender (Charter period 426 days) by ONGC, the technical evaluation for which is in progress.

Construction Barge Gal Constructor, Accommodation Vessel Malaviya Thirty Three, Work Boat Malaviya Three, Anchor Handling Tugs Sangita and Bharati S, Offshore Supply Vessels Malaviya One and Malaviya Two were utilized in-house by Engineering Services Department for the BPA-BPB project of ONGC.

In last one year, the Company has sold Harbour Tug Purnima apart from two laid up vessels Malaviya Four and Malaviya Five. Balance 11 Harbour Tugs of the Company, remained effectively utilized throughout the year in various ports across the coast of India.

DIVIDEND

In view of the loss for the Financial Year 2014-15, your Directors have decided not to recommend any dividend on the equity shares for the said year.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance, as stipulated in clause 49 of the Listing Agreement forms part of this Annual Report. The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.The disclosures required under sub clause IV of clause iv of sub-section (A) of Section II of Part II of Schedule V of the Companies Act, 2013 are made in the Coporate Governance report under the heading Nomination and Remuneration Committee.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under clause 49 of the Listing Agreement, Management Discussion and Analysis Report forms part of this Annual Report.

PERFORMANCE OF SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its circular no. 2/2011 dated February 8, 2011, had granted general exemption to the companies with regard to attaching the Annual Accounts i.e. Balance Sheet, Profit and Loss Statement and other related documents of subsidiary companies (financial statements) with the balance sheet of holding Companies, as required under section 212 of the erstwhile Companies Act, 1956 (the Act). Considering the provisions of the said circular and the provisions of section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are not attached to the balance sheet of the Company in this annual report. However, copies of the financial statements of the subsidiaries will be provided to any shareholder of the Company who asks for it and will also be placed on the web site of the Company www.goloffshore.com. A statement giving the details of subsidiary companies is annexed to the Financial Statements in the prescribed form AOC-1.

The highlights of the operational and financial performance of direct subsidiaries are given below:

DOMESTIC SUBSIDIARIES

Deep Water Services (India) Limited (DWS India)

During the financial year 2014 - 15, Rig Badrinath continued to work with Oil & Natural Gas Corporation Limited (ONGC) on it's three year contract, which commenced in April 2012. The Rig has been deployed on the West Coast of India. During the year under consideration, the Rig had a waiting period of 21/2 months during monsoon on account of inclement weather. During the reporting period, Badrinath drilled two challenging deep exploratory wells to the satisfaction of ONGC.

During the year under consideration, DWS India earned a total income of Rs. 14,353.12 lakhs (previous year: Rs. 14,024.58 lakhs) with Profit After Tax of Rs.1,151.07 lakhs (previous year: Loss of Rs.80.18 lakhs).

KEI-RSOS Maritime Limited (KEI-RSOS)

In the Financial Year 2014-15, the industry faced tough challenges. Despite the adversities, KEI – RSOS maintained its pace of business by adding five new customers to its client list. The Company also managed to clinch both Long term and Short term contracts. These include contracts from esteemed customers like M/s. Cairn India Limited for its SPM terminal operation at Ravva Oil Field, Transportation support services from M/s. Jindal ITF at Kolkatta and a contract from M/s. Coastal Marine Construction & Engineering Ltd. for SPM operations at Mangalore.

During the year under consideration, KEI-RSOS rendered a gamut of services to its clients including Offshore Platform Supply, Blasting & Painting Support and Offshore Erection & Commissioning Support. These services are in addition to the core competencies of the Company which include SPM, Port Management, Towing Jobs, Survey Support and Diving Support.

During the year under consideration, KEI-RSOS rendered bi-directional PIGGING service to BPCL, which is first of its kind in India. The Company was lauded by BPCL, for successfully completing the PIGGING Project. The management of KEI-RSOS is seriously considering to render more services like PIGGING in the coming years to expand its line of activities.

During the Finacial Year 2014-15, KEI-RSOS earned a total revenue of Rs.4,561.09 lakhs (previous year: Rs.. 5,363.41 lakhs). The Company suffered a loss after tax of Rs.. 1,891.95 lakhs (previous year: Rs.. 1,713.06 lakhs). The loss was mainly on account of idling of some of the vessels due to overdue repairs and dry docking which could not be undertaken due to paucity of funds.

GOL Salvage Services Limited (GOL Salvage)

During the financial year 2014-15, GOL Salvage successfully completed the painting contract assigned by Cairn India Limited.

During the year Tug "Josh" was operated for Cairn SPM at Ravva Field, assisting the pullback Tug.

During the year under consideration, not many salvage jobs came on the horizon. GOL Salvage did bid for the ones that were available, but were not successful due to the technical specifications of the jobs being not suitable for Company's vessels.

During the financial year 2014-15, GOL Salvage earned a total revenue of Rs. 111.68 lakhs, (previous year: Rs. 291.61 lakhs). The Company suffered a loss of Rs. 122.85 lakhs (previous year: Loss of Rs. 315.44 lakhs).

GOL Ship Repairs Limited (GOL Ship Repairs)

During the Financial Year 2014-15, GOL Ship Repairs carried out major repair jobs of various nature such as Engine overhaul, Schottel overhaul, Z-Peller overhaul, Shafting and other mechanical repairs.

During the year under consideration, GOL Ship Repairs carried out 44 repair jobs. Out of total repairs attended, 22 jobs were carried out in Mumbai and rest 22 jobs were carried out outside Mumbai.

During the year under consideration, GOL Ship Repairs achieved land mark of attending the 50th vessel for dry docking since the start of the dry docking activity by the Company. The Company handled 12 dry docking jobs, which include five in house vessels and seven external customer vessels. The increasing number of external customer vessels is heartening and is highest since the year 2010.

During the Financial Year 2014-15, GOL Ship Repairs earned a total revenue of Rs. 489 lakhs (previous year: Rs. 290.24 Lakhs) and earned a Profit After Tax of Rs. 54.78 lakhs (previous year: Profit Rs. 2.16 Lakhs).

FOREIGN DIRECT SUBSIDIARIES

Great Offshore (International) Limited (GOIL)

During the Finacial Year 2014-15, GOIL earned an income of USD 20,31,584 and suffered a loss of USD 21,27,503 as against the income of USD 25,886 and a loss of USD 1,55,104 in the previous year. During the year under consideration, the Company has not carried out any operations. The Loss is on account of administrative overheads and interest on working capital loan

GOL Offshore Fujairah L.L.C. – FZE (GOL Fujairah)

During the Financial Year 2014-15 GOL Fujairah incurred a loss of USD 1,89,78,357 as against loss of USD 3,03,424 in the previous Financial Year. The Company has not carried out any operations during the year under consideration. The loss is mainly on account of Finance cost.

Deep Water Services (International) Limited (DWSIL)

During the year under consideration, the shares held by the Company in DWSIL were acquired by Deep Water Services (India) Limited, the Wholly Owned Indian Subsidiary of the Company and consequently, DWSIL has now become the step down subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of the provisions of Accounting Standards 21, 23 and 27 and pursuant to the relevant provisions of the Listing Agreement, your Directors have presented the Consolidated Financial Statements for the Financial Year 2014-15 which form part of this Annual Report.

Consolidated income from operations during the Financial Year 2014-15 was Rs. 1,24,931 lakhs as compared to Rs. 1,12,490 lakhs in the previous Financial Year. Consolidated loss (after tax) was Rs. 17,766 lakhs (previous year Loss Rs. 6763 lakhs).

FIXED DEPOSITS

During the year under consideration, your Company has not accepted any deposits from Public.

PARTICUALRS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the Financial Year 2014-15, no loans were granted and no guarantees were given by the Company in connection with loan granted to any body corporate, as envisaged under section 186 of the Companies Act, 2013.

The Company subscribed to the rights issue {which is exempt under section 186(11)(b)(iii)} of shares made by two of its Wholly Owned Subsidiaries, of which details are mentioned below:

a) KEI-RSOS Maritime Limited : 2,51,10,000 equity shares of Rs. 10/- each for cash at par aggregating to Rs. 25,11,00,000/-.

b) Deep Water Services (India) Limited : 50,000 equity shares of Rs. 10/- each for cash at a premium of Rs. 7,990/- per share aggregating to Rs. 40,00,00,000/-.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company, as on the date of this Report, has seven Directors. Out of these five are Independent Directors and two are Non – Independent Directors.

Shri Prabhakar Dalal, the Nominee of Export-Import Bank of India (EXIM Bank) ceased to be the Director of the Company with effect from December 09, 2014, upon withdrawal of his nomination by EXIM Bank. The Board of Directors place on record their sincere appreciation for the contribution of Shri Prabhakar Dalal during his tenure as the Nominee Director of the Company.

1. Independent Directors

All Independent directors have furnished declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013.

Smt. Mamta Puri and Dr. Percy Adi Dotor were appointed as Additional Independent Directors with effect from February 12, 2015 and May 28, 2015, respectievely, under Section 149 of the Companies Act, 2013 read with Section 161 of the said Act and both of them hold office till the ensuing Annual General Meeting.

Notices proposing the candidatures of Smt. Mamta Puri and Dr. Percy Adi Doctor as the Directors of the Company have been received from members along with the necessary deposit as prescribed u/s 160 of the Companies Act, 2013.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, resolution proposing the appointment of Smt. Mamta Puri and Dr. Percy Adi Doctor as Independent Directors, for a period of five years have been included in the notice of the ensuing Annual General Meeting for the approval of shareholders.

2. Retirement by Rotation

Shri Prakash Chandra Kapoor retires by rotation at the ensuing Annual General Meeting. Shri Prakash Chandra Kapoor, being eligible, has offered himself for re-appointment as the Director of the Company.

3. Meetings of The Board and Committees thereof

The details of the meetings of the Board of Directors and the Committees thereof have been provided in the Corporate Governance Report which forms part of this Annual Report.

4. Performance Evaluation

The Board has carried out the evaluation of its own performance, its committees and individual directors during the Financial Year 2014-15.

The Board of Directors evaluated it's performance and the performance of its committees on the basis of criteria relating to Board functioning such as optimum composition of the Board & its committees; experience & competencies of the Directors; correctness and completeness of the information submitted; attendance of Board members and Management; freedom of participation and expression of views including recording of dissent, if any; effectiveness of Board processes and recording of decisions in the minutes.

A structured exercise was carried out to evaluate the performance of Directors on the parameters of ethics and values, knowledge and proficiency, diligence, behavioural traits and personal development. Each of these parameters were further sub-divided in to five sub-parameters. Every Director was evaluated on these parameters individually by each of his fellow Directors.

5. Policy on Directors' Appointment, Remuneration etc.

The Nomination and Remuneration Committee of the Board formulated a Policy relating to the remuneraton of Directors, Key Managerial Personnel and other Employees which, inter alia, prescribes criteria for determining qualifications, positive attributes and independence of Directors. The Policy was recommended by the Committee to the Board of Directors and approved by the Board. The Policy is available on the web site of the Company www.goloffshore.com and the link for the same is provided below: http://goloffshore.com/investors_statpol.php

6. Key Managerial Personnel (KMP)

The Board of Directors at their Meeting held on February 12, 2015, appointed Shri Prakash Chandra Kapoor, Chairman and Executive Director and Shri Navin Joshi, Company Secretary and Chief Compliance Officer as KMPs of the Company. Shri Kailash Gupta, was appointed as the KMP (Chief Financial Officer) with effect from May 01, 2015.

The tenure of Shri Prakash Chandra Kapoor and Shri Vijay Kumar as the Executive Directors of the Company ended on April 30, 2015. However, Shri Prakash Chandra Kapoor and Shri Vijay Kumar continue to be the Directors of the Company. Shri Prakash Chandra Kapoor ceased to be the KMP with effect from April 30, 2015, upon the cessation of his tennure as the Executive Director of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) of the Companies Act, 2013, your Directors confirm that:-

(a) in preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed and there is no material departure from the same.

(b) they have selected 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 as at the end of the financial year and of the loss suffered by the Company for the said year.

(c) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the annual accounts have been prepared on a going concern basis.

(e) they have laid down internal financial controls which are followed by the Company and such internal financial controls are adequate and operating effectievely.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectievely.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, particulars of employees are required to be provided in the Directors' Report. However, having regard to the provisions of section 136 of the Companies Act, 2013, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place a policy on Corporate Social Responsibility (CSR) which is available on the Company's website, the link for the same is provided below: http://goloffshore.com/investors_statpol.php

The CSR committee of the Board comprises of the followign three Directors:

Shri Prakash Chandra Kapoor – Chairman;

Shri Vijay Kumar – Member;

Shri Vinesh Davda – Member.

Due to liquidity mismatch the Company is not upto date on its obligations relating to the repayment of loans to the banks, certain statutory and contractual dues etc. This was one of the reasons due to which the Board of Directors have been compelled not to declare any dividend to shareholders for the two previous years. In the light of these facts and also in light of the loss suffered by the Company during the Financial Year 2014-15, the Board of Directors, after due deliberation, have decided that the Company cannot contribute to the CSR activity and thus no amount has been spent on the CSR activities.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's main business activity is to provide Offshore Oilfield Services. Since, the Company is not engaged in any manufacturing or production activity, information pertaining to energy conservation and technology absorbtion is not applicable to the Company.

EXTRACT OF THE ANNUAL RETURN

As prescribed in Section 92 (3) of Companies Act, 2013 read with Rule 12 of The Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is annexed with this report as Annexure - I.

AUDIT COMMITTEE

The Company has an Audit Committee with the constitution, powers and role as are prescribed under Section 177 of the Companies Act, 2013 and clause 49 of the Listing Agreement. The Constitution of the Audit Committee it's powers and role are mentioned in the Report on Corporate Governance which is a part of this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2014-15, all Related Party Transactions entered in to by the Company were at arm's length and were in the ordinary course of the business, except for the an agreement of deputation, of which details are mentioned in Form AOC-2 which is annexed with this report as Annexure - II. There were no materially significant related party transactions entered in to by the Company with any Related Parties which may have a potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for approval. The Policy on Related Party transaction as approved by the Board is uploaded on the website of the Company www.goloffshore.com and the link for the same is provided below: http://goloffshore.com/investors_statpol.php

The particulars of contracts or arrangements with related parties forms part of the notes to the Financial Statements.

INTERNAL FINANCIAL CONTROLS

Your Company has an established Internal Control System with policies and procedures for operations, accounting and financial reporting and compliances. An effective Internal Audit function adds the element of completeness to the system of Internal Control. The Internal Auditors are an independent firm who present their findings and reports to the Audit Committee.

VIGIL MECHANISM

The Company has a vigil mechanism in place to enable the Directors and Employees to report genuine concerns in the manner prescribed. The policy in this regard is posted on the website of the Company www.goloffshore.com and the link for the same is provided below: http://goloffshore.com/investors statpol.php

SECRETARIAL AUDIT REPORT

M/s. Makarand M. Joshi and Co., Company Secretaries, were appointed by the Board of Directors to carry out the Secretarial Audit for F.Y 2014-15 under Section 204 of the Companies Act, 2013. The report of the Secretarial Auditor is annexed to this report as Annexure - III.

The Secretarial Auditor has made an observation in their report, that the Company had no Chief Financial Officer, during the financial year ended on March 31, 2015. In this connection the Board of Directors would like to state that, the General Manager - Finance & Accounts of the Company, being competent, handled effectively the functions of Chief Financial Officer as envisaged under the Act during the said Financial Year. Chief Financial Officer was appointed with effect from May 1, 2015.

MATERIAL ORDERS PASSED BY REGULATORS ETC.

There were no significant and material orders passed by any regulator(s), court(s) or tribunal(s), which may impact the going concern status and Company's operations in future.

AUDITORS' REPORT

The Auditors have qualified their report on the annual accounts of the Company for the year ended March 31, 2015. The qualification is with respect to the non-provision in the Financial Statements for the depletion in the value of investment and loans & advances made / given by the Company to its Wholly Owned Subsidiary KEI-RSOS Maritime Limited. In this connection the Board of Directors would like to state that, the said investment is strategic and long term in nature. The management is confident of turning around KEI-RSOS Maritime Limited and as such, in the opinion of the management, no provision is considered necessary for depletion, if any, in the value of investments and loans & advances made / granted by the Company in / to KEI-RSOS Maritime Limited.

The QARC of SEBI has passed an order advising the Company to restate the accounts for the Financial Year 2012-13 with respect to qualification mentioned above. The Company has preferred an appeal to Securities Appellate Tribunal against the order of QARC. The hearing is awaited as on the date of this report.

The Auditors have made observation in their report in the emphasis of the matter regarding continuing default in repayment of dues to lenders, no progress / delays in construction of vessels carried under Capital Work in Progress and the going concern concept. The Directors would like to state here that the explanations provided in this regard in Note no. 38 and Note no. 39 to the standalone accounts are self-explanatory and hence the observation does not require any further clarification.

AUDITORS

Pursuant to the provisions of section 139 read with relevant rules of the Companies (Audit and Auditors) Rules, 2014, M/s. Varma & Varma, Chartered Accountants (Registration No. FRN 004532S) and M/s. Motilal & Associates, Chartered Accountants (Registration No. 106584W) were appointed as Joint Statutory Auditors of the Company at the Annual General Meeting held on August 14, 2014. The Statutory Auditors hold office for a period of three years i.e. until the conclusion of the Annual General Meeting to be held in the year 2017. As per the provisions of the said section 139, the appointment of the Statutory Auditors needs to be reatified by members at every Annual General Meeting. Accordingly, a Resolution for the ratification of the appointment of Statutory Auditors has been incorporated in the Notice calling the ensuing Annual General Meeting for the approval of members. Both the auditors have confirmed that the consents given by them at the time of their appointment and the certificates issued by them at that time to the effect that their appointment, if made, will be in accordance with the conditions prescribed under rule 4 of the Companies (Audit and Auditors) Rules, 2014, are still valid and in effect.

INTERNAL AUDITOR

As required under Section 138 of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Internal Audit function is carried out by Ashok Kapadia & Associates, Chartered Accountants. The Internal Auditors present their report to the Audit Committee. The scope, functioning, periodicity and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee and the Board of Directors.

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

The Company has in place an Anti Sexual Harassment Policy. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints of sexual harassment were received and / or disposed off during the Financial Year 2014-15. No complaints are pending disposal as at the date of this Report.

RISK MANAGEMENT

The Company has in place an Enterprise Risk Management framework, commensurate with the size of its operations. This includes a well documented Enterprise Risk Management Policy and procedures for assessing risks. The risk identification and assessment process is comprehensive, dynamic and pro-active. As per the policy, the functional heads prepare a quarterly report giving the risks perceived in their functions and the response plan to deal with and mitigate the risks. The report, post audit and verification, is presented to the Board of Directors. As per the revised clause 49 of the Listing Agreement, the Company has constituted Risk Management Committee.

ACKNOWLEDGEMENTS

Your Directors acknowledge and place on record their sincere appreciation towards the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Mercantile Marine Department, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Indian Navy, International Salvage Union, Ministry of Finance, Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors also recognize and appreciate the efforts and hard work put in by all the employees and value the continued support received from all stakeholders and counterparties, charterers, shareholders, business associates and partners, consultants and advisors, agents, insurance companies and protection and indemnity clubs, surveyors, lawyers and solicitors, banks and financial institutions.

Registered Office For and on behalf of the Board of Directors

Energy House,

81, Dr. D. N. Road,

Mumbai – 400 001

CIN:L11200MH2005PLC154793

e-mail : [email protected]

Website: www.goloffshore.com Prakash Chandra Kapoor

Chairman

August 14, 2015

---

Mar 31, 2014

To the Members,

The Directors are pleased to present the Ninth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS (Rs in Lakhs)

Particulars Year 2013-14 Year 2012-13 Total Revenue 1,09,904 1,02,828 Total Expenses 94,163 92,083 Profit before tax 15,741 10,745 (Less) / Add: Tax Expenses i. Current tax 4,487 3,768 ii. Deferred tax (915) 830 iii. Prior year tax - 80 Profit after tax 12,169 6,067 Less: Transfer to Tonnage Tax Reserve 500 500 Add: Surplus brought forward from previous year 39,962 34,895 Amount available for appropriation 51,631 40,462 Appropriations: i. Transfer to General Reserve 500 500 ii. Proposed Dividend on Equity Shares - - iii. Corporate Dividend Tax - - Balance Carried Forward 51,131 39,962 Total 51,631 40,462

FINANCIAL HIGHLIGHTS

During the financial year 2013-14, the Company, on a standalone basis, earned a total income of Rs. 1,09,904 lakhs (Previous Year Rs 1,02,828 lakhs), and a PBIDT of Rs 55,576 lakhs as compared to PBIDT of Rs. 50,168 lakhs during the previous year.

The Company has, in May 2014, repaid the principal amount of USD 40,000,000 due on the Foreign Currency Convertible Bonds (CCBs) along with the interest thereon in accordance with the permission granted by the Reserve Bank of India vide their letter dated 26th February 2014.

OPERATIONS

During the year under consideration, the business environment remained challenging. with existing resources on land and in shallow waters being depleted and new discoveries being made in hitherto unexplored territories like Brazil, West and East Africa, and South-East Asian regions. Consequently, the demand for specialized and high end offshore vessels has shot up dramatically in last couple of years. Strong global focus on environmental protection as well as binding requirements on emissions & discharge from vessels have further increased the demand of high specification and more advanced vessels to support safe and pollution free operations.

In the face of all these odds, your Company has managed to take timely corrective actions on its existing fleet and ensured that most of the vessels remain in good sea worthy condition.

On 7th October 2013, the Company signed a contract with Oil & Natural Gas Corporation Limited (ONGC) for the reconstruction of the gas processing platforms (BPA-BPB) of ONGC on the West Coast of India. The contract is for a period of two years having a contract value of approximately Rs 690 crores.

Malaviya Seven, the Platform Supply Vessel (PSV) of the Company, received in June 2013 a term contract from ADTI, for 4 wells firm with additional 3 x 1 well options, for supply duties in North Sea.

Malaviya Nine, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, continues to be employed with Petrobras, Brazil. The contract, which commenced in July 2012, is for 4 years with the extension option of another 4 years.

Malaviya Ten, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, continues the operation for ONGC with 3 years contract that commenced in August 2012 for anchor handling, towing and supply duties on the East Coast of India.

Malaviya Sixteen, the Platform Supply Vessel (PSV) of the Company, continues the operation for ONGC (as end client) on 3 years contract from Vision Projects Technologies Pvt. Ltd. that commenced in January 2013 for supply duties on the East Coast of India.

Malaviya Eighteen, the Platform Supply Vessel (PSV) of the Company, received a 1 year contract (extendable) from Vision Projects Technologies Pvt. Ltd. in July 2013 for supply duties on the East Coast of India for the end client ONGC.

Malaviya Twenty, the Platform Supply Vessel (PSV) of the Company, received a term contract in February 2014, from Perenco UK Ltd for 1 year with additional 6 x 1 month options, for supply duties in North Sea. Malaviya Twenty Three was upgraded as Fire Fighting Supply Vessel (FFSV) upon receiving 3 year contract from ONGC that commenced in September 2013 for fire fighting, safety standby, riser deck inspection and emergency support duties on West Coast of India.

Malaviya Twenty Four, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, continues the operation for ONGC with 3 three year contract that commenced in June 2012 for anchor handling, towing and supply duties on the West Coast of India.

Malaviya Twenty Five and Malaviya Twenty Seven, the Fire Fighting Supply Vessels (FFSVs) of the Company, continue to be employed for operations by Eastern Naval Command, Visakhapatnam, through SCI after renewal of contract for one year which will now expire in March / April 2015.

Malaviya Twenty Eight, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, received 3 year contract from ONGC in June 2013 for anchor handling, towing and supply duties on the East Coast of India. Malaviya Twenty Nine, the Platform Supply Vessel (PSV) of the Company, continues to be employed with Petrobras, Brazil. The contract, which commenced in May 2012, is for 4 years with the extension option of another 4 years.

Malaviya Thirty, the Platform Supply Vessel (PSV) of the Company, received 3 year contract from ONGC in May 2013 for supply duties on the West Coast of India.

Malaviya Thirty Six, the Multi Support Vessel (MSV) of the Company continued its operation with ONGC for 6 years, till the expiry of contract in October 2013. Vessel has now received Notification of Award (NOA) for another 5 years contract from ONGC on 19th March 2014. Vessel has to be mobilized to ONGC within 150 days from the date of NOA.

Kedarnath, the Jack-Up Drilling Rig of the Company, continues on its 5 year ONGC contract, expiring in November 2015, for drilling on West Coast of India.

Badrinath, the floater Drilling Rig of the Company, hired by Deep Water Services (India) Ltd., the wholly owned subsidiary of the Company, continues on 3 year contract with ONGC for drilling on the West Coast of India, expiring in April 2015.

Malaviya One, Malaviya Three, Gal Constructor and Bharati S, were utilized in-house by Engineering Services department for the BPA-BPB project of ONGC.

During the year under consideration the Company transferred by way of sale, vessel Malaviya Twenty One to Great Offshore International (Malaysia) Ltd., a step down subsidiary of the Company. This was done to comply with change of flag requirements of the charter and considering the financial significance of the contract.

Harbour Tugs of the Company remained effectively utilized throughout the year in various ports across the coast of India.

APPROPRIATIONS

An amount of Rs 500 Lakhs (Previous Year: Mrs 500 Lakhs) has been transferred to the General Reserve during the year under review. Rs 51,131 Lakhs (Previous Year: Rs 39,962 Lakhs) is proposed to be retained in the Profit and Loss Account. Rs 500 Lakhs (Previous Year Rs 500 Lakhs) were transferred to the Tonnage Tax Reserve pursuant to the provisions of section 115VT of the Income Tax Act, 1961.

DIVIDEND

Considering the liquidity position and the necessity to match current cash inflows with foreseeable outflows, your Directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2014.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance, as stipulated in clause 49 of the Listing Agreement, forms part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

As required under clause 49 of the Listing Agreement, Management Discussion and Analysis Report forms part of this Annual Report.

PERFORMANCE OF SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its circular no. 2/2011 dated February 8, 2011, has granted general exemption to the companies with regard to attaching the Annual Accounts i.e. Balance Sheet, Profit and Loss Statement and other related documents of subsidiary companies with the balance sheet of holding Companies, as required under section 212 of the erstwhile Companies Act, 1956 (the Act). Accordingly, the said documents of the subsidiaries are not attached to the balance sheet of the Company in this annual report. These documents of the subsidiaries will be made available to any member upon request and will be open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements of the Company include the financial results and necessary details of all its subsidiary companies including a statement containing the list of subsidiaries with necessary financials. The highlights of the operational and financial performance of direct subsidiaries are given below. DOMESTIC SUBSIDIARIES Deep Water Services (India) Limited

During the financial year 2013 - 14, Rig Badrinath continued to work with ONGC (Oil & Natural Gas Corporation Limited) in accordance with its 3 year contract effective from April 2012. The Rig has been deployed on the West Coast of India. During the year under consideration the Rig had a waiting period of 2-1/2 months during monsoon on account of inclement weather. During the reporting period, Badrinath drilled two challenging deep exploratory wells to the satisfaction of ONGC and the drilling of the third well is in progress.

During the financial year 2013-14, Deep Water Services (India) Ltd. earned a total income of Rs 14,024.58 lakhs (previous year: Rs 13,260.55 lakhs) with Net Loss of Rs 80.18 lakhs (previous year: Profit Mrs 260.09 lakhs). DEI-CSOS Maritime Limited

During the financial year 2013-14, DEI-CSOS Maritime Limited (DEI-CSOS) supplied its vessels for Towing Jobs, Survey support, Diving support, Offshore platform Blasting & Painting support, Offshore erection and commissioning support etc. In addition to servicing the existing contracts, the Company has also added six new customers to its esteemed clientele.

During the year under consideration, the Company has received 18 Months contract from M/s. Bharat Petroleum Corporation Limited, Kochi, for Operations and Maintenance of their SPY at Kochi Port. The Company was awarded a 9 month contract by M/s Suva Shipping & Logistics Private Limited, in October 2013 for deployment of vessel AT four for support services and transportation of crew at Halida Port.

During the financial year 2013-14, DEI-CSOS earned a total revenue of Rs 5,363.41 lakhs (previous year: '' 6,513.15 lakhs) and incurred a net loss of Rs 1,713.06 lakhs (previous year: net loss Rs 831.99 lakhs). The loss was mainly on account of financial and administrative costs.

GOL Salvage Services Limited

During the year under consideration, not many salvage jobs came on the horizon. GOL Salvage did bid for the ones that were available, but were not successful due to either being out priced or very high expenditure involved or because the technical specifications of the job were not suitable for Company''s vessels.

During the financial year 2013-14, GOL Salvage earned a total revenue of Mrs 291.61 lakhs (previous year: ''

1,060.00 lakhs), this was on account of painting project of Cairn India Ltd (previous year: Rs 1,060.00 lakhs) and incurred a net loss of Mrs 315.44 lakhs (previous year: profit Rs 99.79 lakhs).

GOL Ship Repairs Limited

During the financial year 2013-14, GOL Ship Repairs Limited carried out 50 repair jobs. Out of the total vessels attended, 20 were attended out of Mumbai. The company also handled 6 Dry Docking jobs.

During the year under consideration, the Company undertook and executed various jobs involving digitalization of Control panel of Ballast System, Extension of Bilge & Ballast system, Inspection & overhauling of sea chest valves & ballast system valves, steel Renewals (70 Ton) and fabrications, new piping (800 meters), K Tek Pipe line (450 meters), Motor overhauls, engine overhauls, Schottel overhaul, shafting and other mechanical repairs. The Company completed Special Survey & dry docking of two vessels of external customers in record time of 14 days, a first, for the Company.

During the financial year 2013-14, GOL Ship Repairs earned a total revenue of Mrs 290.24 lakhs (previous year: Rs 579.06 Lakhs) and earned a profit after tax of Mrs 2.16 lakhs (previous year: Profit Rs 4.40 Lakhs).

FOREIGN DIRECT SUBSIDIARIES Great Offshore (International) Limited

During the financial year 2013-14, Great Offshore (International) Limited earned an income of USD 25,886 and incurred a loss of USD 1,55,104 as against the income of USD 1,45,62,493 and a profit of USD 14,068,149 of the previous year. The Loss is on account of administrative overheads and interest on working capital loan. GOL Offshore Fujairah L.L.C. FZE

The Company, in April 2014, entered in to a transaction for bridge finance against the Rig Somnath by way of sale and lease back of the Rig with Tulshyan Drillships Ltd. for a total consideration of USD 200 million less sellers'' credit of USD 100 million. USD 100 million received by the Company under the transaction was used towards part repayment of the loan granted by the Holding Company.

During the year under consideration, the Company incorporated a wholly owned subsidiary in Republic of Marshall Islands called GOL Offshore Marshall Islands Limited.

During the financial year 2013-14 GOL Offshore Fujairah L.L.C. FZE incurred a loss of USD 3,03,424 as against loss of USD 2,00,791 of previous year. The Company has not commenced operations during the year under consideration. The loss is mainly on account of professional fees and administrative overheads.

Deep Water Services (International) Limited

During the financial year 2013-14 Deep Water Services (International) Limited has not commenced any operations.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of the provisions of Accounting Standards 21, 23 and 27 and pursuant to the relevant provisions of the Listing Agreement, your Directors have presented the Consolidated Financial Statements for the financial year 2013-14 which form part of this Annual Report.

Consolidated income from operations during the financial year 2013-14 was Mrs 1,12,490 lakhs as compared to Rs 99,265 lakhs in the previous year. Consolidated loss (after tax) was Mrs 6763 lakhs (previous year Loss Rs 2,607 lakhs)

FIXED DEPOSITS

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

DIRECTORS

The Company, at the date of the report, has six directors. Out of these three are independent directors, one is a Nominee Director of EXIM Bank and two are Executive Directors. Pursuant to the provisions of section 149 of the Companies Act, 2013, the independent directors are now not liable to retire by rotation. The Nominee Director is not liable to retire by rotation pursuant to the provisions of Export-Import Bank of India Act, 1981. However, Section 152 of the Companies Act, 2013 also prescribes that 2/3rd of the total number of directors (excluding the independent directors) shall be liable to retire by rotation and out of these at least 1/3rd shall retire at every Annual General Meeting.

In compliance of the provisions of the said section 152 of the Companies Act, 2013, Company''s Executive Directors are now liable to retire by rotation as the Directors. By an agreement between the Executive Directors it has been decided that Shri Vijay Kumar will retire by rotation as the Director at the ensuing Annual General Meeting. Shri Vijay Kumar, being eligible, has offered himself for re-appointment as the Director of the Company.

Shri Mahesh Prasad Mehrotra was appointed as an Additional Director with effect from February 12, 2014 and, u/s 161 of the Companies Act, 2013, holds office till the ensuing Annual General Meeting. A notice proposing the candidature of Shri Mahesh Prasad Mehrotra as the Director of the Company, has been received by the Company from a member along with the necessary deposit as prescribed u/s 160 of the Companies Act,

2013. Shri Mahesh Prasad Mehrotra being an independent director, a resolution proposing the appointment of Shri Mehrotra, as an Independent Director, for a period of five years with effect from 12th February 2014, pursuant to the provisions of section 149 of the Companies Act, 2013, has been included in notice of the ensuing Annual General Meeting, for the approval of shareholders.

Shri Soli Engineer ceased to be the Director w.e.f. September 30, 2013, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri Soli Engineer during his tenure as the Director of the Company.

Shri Chandan Bhattacharya ceased to be the Director w.e.f. December 05, 2013, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri Chandan Bhattacharya during his tenure as the Director of the Company.

Lt. Gen. Deepak Summanwar ceased to be the Director w.e.f. March 28, 2014, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Lt. Gen. Deepak Summanwar during his tenure as the Director of the Company.

Shri Kaushal Raj Sachar ceased to be the Director w.e.f. May 09, 2014, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri Kaushal Raj Sachar during his tenure as the Director of the Company.

In compliance of the provisions of section 149 of the Companies Act, 2013, the Board of Directors, at their meeting held on 28th May 2014, have fixed the term of appointment of all existing independent directors for a period of five years, subject to the approval of shareholders. The five year term for all existing independent directors will be effective from the date of the ensuing Annual General Meeting, except Shri Mahesh Prasad Mehrotra who was appointed as an Additional Director on 12th February 2014. As mentioned earlier, the term of five years in case of Shri Mehrotra will commence from the date of his appointment i.e. 12th February 2014. The resolutions with regard to appointment of Dr. Ram Nath Sharma and Shri Vinesh Davda, independent directors, for a period of five years, are included for the approval of shareholders in the notice calling the ensuing Annual General Meeting. The Company has received from a member a notice proposing the candidatures of Dr. Ram Nath Sharma and Shri Vinesh Davda as the independent directors along with the necessary deposit as prescribed under section 160 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA) of the Companies Act, 1956, your Directors confirm that:-

(a) In preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed and there is no material departure from the same.

(b) The Directors have selected 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 as at the end of the financial year and of the profit of the company for the said year.

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

1. Particulars of Employees

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are required to be provided as an annexure to the Directors'' Report. However, having regard to the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Office of the Company.

2. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

Information regarding conservation of energy and technology absorption is not required to be furnished as the Offshore Oilfield services industry is not covered by the schedule to the said Rules.

The details of Foreign Exchange Earnings and Outgo are as under:

Particulars FY 2013-14 FY 2012-13 (Rs In Lakhs) (Rs In Lakhs) Foreign Exchange earned (on account of freight, charter hire earnings, Interest, sale of vessels.). 91,337 77,225

Foreign Exchange used including operating expenses, capital repayment, down payments for acquisition of vessels, and interest payment. 27,743 24,719

AUDITOR''S REPORT

The Auditors have qualified their report on the annual accounts of the Company for the year ended March 31, 2014 stating that the depletion in the value of investment and loans & advances made / given by the Company to its wholly owned subsidiary KEI-RSOS Maritime Limited, is not provided for in the financial statements. In this connection the Board of Directors would like to state that the said investment is strategic and long term in nature. The management is confident of turning around KEI-RSOS Maritime Limited and as such, in the opinion of the management, no provision is considered necessary for depletion, if any, in the value of investments and loans & advances made / granted by the Company in / to KEI-RSOS Maritime Limited.

The Auditors have also made an observation in their report (Standalone and Consolidated) regarding the going concern concept, in the section on emphasis of the matter. Note no.39 to the standalone accounts and Note no. 38 to the consolidated accounts, in this regard, are self-explanatory and hence the observation does not require any further clarification.

AUDITORS

Messrs Varma & Varma, Chartered Accountants (Registration No. FRN 004532S) and Messrs Motilal & Associates, Chartered Accountants (Registration No. 106584W), Joint Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, upon the recommendation of the Audit Committee, recommend the appointment of joint statutory auditors for a further term of 3 years, that is till the conclusion of the Annual General Meeting for the year 2017. A resolution to this effect is included for the approval of shareholders in the notice calling the ensuing Annual General Meeting.

Both the auditors have given consents for the appointment and also issued certificates to the effect that their appointment, if made, will be in accordance with the conditions prescribed under rule 4 of the Companies (Audit and Auditors) Rules, 2014.

INTERNAL AUDITOR

As required under section 138 of the Companies Act 2013 and rule 13 of the Companies (Accounts) Rules,

2014, the Internal Audit function is carried out by Ashok Kapadia & Associates, Chartered Accoutants. The Internal auditors present their report to the Audit Committee. The Scope, functioning, periodicity, and methodology for conducting the internal audit has been formulated in consultation with the Audit Committee and the Board of Directors.

STATUTORY COMMITTEES OF THE BOARD

Audit Committee

The Company has an Audit Committee with the constitution, powers and roles as is prescribed u/s 177 of the Companies Act, 2013 and the revised clause 49 of the listing agreement. The Constitution of the Audit Committee, it''s powers and role are mentioned in the Report on Corporate Governance which is a part of this Annual Report.

The Company has in place vigil mechanism, as envisaged under section 177 of the Companies Act, 2013, for Directors and employes for reporting their genuine concerns.

Stakeholders Relationship Committee

The Shareholders'' / Investors'' Grievance Committee of the Board has been re-named as ''Stakeholders Relationship Committee and re-constituted to bring it in line with the provisions of section 178 of the Companies Act, 2013. The Committee now comprises of one Executive Director and two Independent Directors. The Chairman of the Committee is a Non-Executive Independent Director. The detailed information about the committee, its members, the meetings attended by them during the year under consideration etc. is mentioned in the Corporate Governance Report, which is a part of this Annual Report.

Nomination and Remuneration Committee

The Remuneration Committee of the Board has been re-named as ''Nomination and Remuneration Committee''. The Committee has been re-constituted and the terms of reference of the Committee have been re-framed to bring them in line with the provisions of section 178 of the Companies Act, 2013 and the relevant provisions of clause 49 of the Listing Agreement. The Committee now comprises of one Executive Director, one Nominee Director and two Independent Directors. The Chairman of the Committee is an Independent Director. The details of the constitution of the Committee its role, member and attendance during the year etc. are given in the Corporate Governance Report, which is a part of this Annual Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee has been formed as required under the provisions of section 135 of the Companies Act, 2013. The Committee comprises of two Executive Directors (including the Chairman of the Board) and one Independent Director. The Chairman of the Committee is the Chairman of the Board. The role and responsibilities of the Committee are as envisaged under the said section 135 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.

RISK MANAGEMENT

The Company has in place an Enterprise Risk Management framework, commensurate with the size of its operations. This includes a well documented Enterprise Risk Management Policy and procedures for assessing risks. The risk identification and assessment process is comprehensive, dynamic and pro-active. As per the policy, the functional heads prepare a quarterly report giving the risks perceived in their functions and the response plan to deal with and mitigate the risks. The report, post audit and verification, is presented to the Board of Directors. As per the revised clause 49 of the listing agreement, the Company has constituted Risk Management Committee.

ACKNOWLEDGEMENTS

Your Directors acknowledge and place on record their sincere appreciation towards the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Mercantile Marine Department, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Indian Navy, International Salvage Union, Ministry of Finance, Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors also recognize and appreciate the efforts and hard work put in by all the employees and value the continued support received from all stakeholders and counterparties, charterers, shareholders, business associates, partners, consultants, advisors, agents, insurance companies and protection and indemnity clubs, surveyors, lawyers, solicitors, banks and financial institutions.

Registered Office For and on behalf of the Board of Directors

Energy House, 81, Dr. D. N. Road, Mumbai - 400 001. BIN :L11200MH2005PLC154793 e-mail : [email protected] Prankish Chandra Kapoor Website: www.goloffshore.com Chairman & Executive Director

May 28, 2014

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Mar 31, 2013

To, The Members,

The Directors are pleased to present the Eighth Annual Report and Audited Accounts of the Company for the fnancial year ended March 31, 2013.

FINANCIAL RESuLTS

Rs. in Lakhs

Particulars Year 2012-13 Year 2011-12

Total Revenue 1,02,828 89,445

Total Expenses 92,083 77,819

Proft before tax 10,745 11,626 (Less) / Add: Tax Expenses

i. Current tax 3,768 2,400

ii. Deferred tax 830 1,860

iii. Prior year tax 80 (68)

Proft after tax 6,067 7,434

Less: Transfer to Tonnage Tax Reserve 500 500

Add: Surplus brought forward from previous year 34,895 29,929

Amount available for appropriation 40,462 36,863

Appropriations:

i. Transfer to General Reserve 500 1,000

ii. Proposed Dividend on Equity Shares 931

iii. Corporate Dividend Tax 37

Balance Carried Forward 39,962 34,895

Total 40,462 36,863

FINANCIAL HIGHLIGHTS

During the fnancial year 2012-13, the Company, on a standalone basis, recorded a total income of Rs.1,02,828 lakhs (Previous Year Rs. 89,445 lakhs), and earned a PBIDT of Rs. 49,563 lakhs as compared to PBIDT of Rs. 46,498 lakhs during the previous year.

OPERATIONS

The problems plaguing the Offshore industry continued to hold sway during the year under consideration. The uncertainty of oil prices and competition posed by newer vessels entering the market every day were major source of concern. However, the management focus on the renovation and upgradation of its existing feet ensured that all the vessels of the Company remain in top sea worthy condition and could withstand the competition from the newer vessels.

Malaviya Ten, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, received a three year contract from ONGC in August 2012 for anchor handling, towing and supply duties on the East Coast of India.

Malaviya Sixteen, the Platform Supply Vessel (PSV) of the Company, received a three year contract from Vision Projects Technologies Pvt. Ltd. in January 2013 for supply duties on the East Coast of India for the end client ONGC.

Malaviya Twenty Four, the Anchor Handling Tug Supply Vessel (AHTSV) of the Company, received a three year contract from ONGC in June 2012 for anchor handling, towing and supply duties on the West Coast of India.

Malaviya Twenty One, the Anchor Handling Tug Sypply Vessel (AHTSV) of the Company, was hired in December 2012 by Cakara Martime Malaysia for a three year lucrative contract for the end client Carigali Hess. This entailed anchor handling, towing and supply duties in the waters of Malaysia and Thailand. This is the second major foray of the Company in international waters, after the Petrobras venture reported last year.

Malaviya Nine was hired in July 2012 for a four year contract by Petrobras, Brazil. The Company will continue to explore such overseas opportunities with serious intent in the current year too.

Malaviya Twenty Five and Malaviya Twenty Seven, the Fire Fighting Supply Vessels (FFSVs) of the Company, continue to be employed for DRDO operations by Eastern Naval Command, Visakhapatnam, through SCI for one year contract each, expiring in March / April 2014. These contracts are renewable for further periods with mutual consent.

Malaviya Thirty Six, the Multi Support Vessel (MSV) continues on its six year contract with ONGC on the West Coast of India. The contract expires in October 2013.

Malaviya Nineteen, the Platform Supply Vessel (PSV) of the Company was sold during the year under consideration at a proft, upon receipt of a one off attractive sale offer.

Three residential properties belonging to the Company were sold during the year under consideration to bridge temporary mismatch in the cash fows.

Kedarnath, the Jack Up Drilling Rig of the Company, continues on it''s fve year ONGC contract, expiring in November 2015, for drilling on West Coast of India.

Badrinath, the other foater Drilling Rig of the Company, after the upgradation in the year 2011-12, was hired by Deep Water Services (India) Ltd., the wholly owned subsidiary of the Company, for a three year contract with ONGC for drilling on the West Coast of India. The contract expires in April 2015.

Somnath (also known by its hull no. as V-351), a Jack up Drilling Rig, was ordered by the Company from Bharati Shipyard Limited. During the year under consideration, it was decided to acquire the Rig in GOL Offshore Fujairah LLC – FZE, the wholly owned subsidiary, to facilitate international fnancing, marketing and crewing.

During the year under consideration, two of the vessels of the Company, Gal Ross Sea and Malaviya 21, were hired by GOL Salvage Services Limited, the wholly owned subsidiary company, in two prestigious rescue operations i.e. high sea rescue operation of ‘M. V. Socol 6'', a cargo vessel carrying Class 1 IMO (explosives) project cargo and M T Pratibha Cauvery, an oil tanker which had run aground on the Chennai beach, respectively. The operations were completed successfully.

CHANGE OF NAME

Pursuant to the resolution passed by the Shareholders of the Company at the 7th Annual General Meeting held on September 24, 2012 and after obtaining necessary approval from the Central Government, the name of the Company has been changed from GREAT OFFSHORE LIMITED to GOL OFFSHORE LIMITED with effect from November 20, 2012.

ALLOTMENT OF 8,100 EQuITY SHARES, EARLIER KEPT IN ABEYANCE.

Pursuant to the order of the Special Court (trial of offences relating to transactions in securities) Act, 1992, the Company has allotted 8,100 Equity shares of Rs.10/- each to The Peerless General Finance & Investment Company Limited. These shares, which were issued as right shares, were earlier kept in abeyance, since the original shares against which these right shares are issued, were returned under objection as the transferor was a notifed person under the Special Court (trial of offences relating to transactions in securities) Act, 1992.

Prior to the allotment of the said 8,100 equity shares the paid up equity share capital of the Company was 3,72,31,961 Equity shares of Rs. 10/- aggregating to Rs. 37,23,11,738/-(Excluding calls in Arrears). Consequent upon the allotment of the said 8,100 Equity shares the paid up equity share capital of the Company now stands at 3,72,40,061 Equity shares of Rs.10/- each aggregating to Rs. 37,23,92,738/- (Excluding calls in Arrears).

APPROPRIATIONS

Your Company has transferred Rs. 500 Lakhs (Previous Year: Rs. 1,000 Lakhs) to the General Reserve during the year under review. An amount of Rs.39,962 Lakhs (Previous Year: Rs. 34,895 Lakhs) is proposed to be retained in the Proft and Loss Statement. An ammount of Rs. 500 Lakhs (Previous Year Rs. 500 Lakhs) was transfered to the Tonnage Tax Reserve pursuant to the provisions of section 115VT of the Income Tax Act, 1961.

DIVIDEND

Considering the liquidity position and the necessity to match current cash infows with foreseeable outfows in the immediate future, your Directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2013.

CORPORATE GOVERNANCE REPORT

Your Company believes in following good corporate practices. Transparency, integrity, fairness of dealings and accountability are the four corners of Corporate Governance which we sincerely endeavour to stay within.

A detailed report on Corporate Governance, as stipulated in clause 49 of the Listing Agreement forms part of this Annual Report. The requisite Certifcate from the Auditors of the Company confrming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

MANAGEMENT DISCuSSION AND ANALYSIS

As required under clause 49 of the Listing Agreement, Management Discussion and Analysis Report forms part of this Annual Report.

PERFORMANCE OF SuBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its circular no. 2/2011 dated February 8, 2011, has granted general exemption to the companies with regard to attaching the Annual Accounts i.e. Balance Sheet, Proft and Loss Statement and other related documents of subsidiary companies with the balance sheet of holding Companies, as required under section 212 of the Companies Act 1956 (the Act). Accordingly, the said documents of the subsidiaries are not attached to the balance sheet of the Company in this annual report. These documents of the subsidiaries will be made available to any member upon request and will be open for inspection at the Registered Offce of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements of the Company include the fnancial results and necessary details of all its subsidiary companies including a statement containing the list of all subsidiaries with their fnancials in brief.

The highlights of the performance of major subsidiaries are given below.

DOMESTIC SuBSIDIARIES

Deep Water Services (India) Limited

During the the begining of the fnancial Year 2012-13, Rig Badrinath has been deployed on west coast of India and has been operating at its third designated location in accordance with the new three year contract with Oil and Natural Gas Corporation Ltd. (ONGC). During the year under consideration, Badrinath has drilled two challenging deep exploratory wells to the satisfaction of ONGC.

During the year under consideration, Oil Industry Safety Directory (OISD) carried out an audit of the Rig during operations to check on the Health, Safety & Environment standards (HSE), operating parameters, operating procedures and found them to be in line with the standards laid down in this regard.

During the fnancial year 2012-13, Deep Water Services (India) Ltd. earned a total income of Rs. 13,260.55 lakhs (previous year: Rs. 4,449.04 lakhs) with proft after tax of Rs. 260.09 lakhs (previous year: Proft Rs. 1,040.85 lakhs).

KEI-RSOS Maritime Limited

During the fnancial year 2012-13, KEI-RSOS Maritime Ltd. (KEI-RSOS) supplied vessels for Towing Jobs, Survey support, Diving support, Offshore platform Blasting & Painting support, Offshore erection and commissioning support etc. In addition to servicing the existing contracts, the Company has also added fve new customers to its esteemed clientele.

During the year under consideration, KEI-RSOS commenced overseas operations by entering into a new contract for the supply of an OSV to M/s. HBK Power Cleaning W.L.L., Qatar. This is a three year contract for Qatar Petroleum Oil Field.

During the fnancial year 2012-13, KEI-RSOS provided the marine spread to M/s. Hal Offshore Limited, Mumbai for a period of four months for their offshore erection and commissioning jobs at Cairn offshore feld. The Company was also re-awarded the contract by M/s. Cairn India Limited for Single Point Mooring (SPM) operations at Ravva Oil Field.

KEI-RSOS is planning for the acquisition of assets in the coming year for upcoming contracts on the East and West coast of India and also for entering into Joint Ventures to expand overseas operations.

During the fnancial year 2012-13, KEI-RSOS earned a total revenue of Rs. 6,513.15 lakhs (previous year: Rs.5,441.91 lakhs) and incurred a net loss of Rs. 831.99 lakhs (previous year: net loss Rs. 2,968.73 lakhs). The loss was mainly on account of fnancial and administrative costs. However, during the year under consideration, for the frst time, KEI-RSOS posted operating proft of Rs. 518.69 Lakhs.

GOL Salvage Services Limited (formerly known as Great Offshore Salvage Services Limited)

Pursuant to the resolution passed by the Shareholders of the Company at the Annual General Meeting held on September 22, 2012 and after obtaining necessary approval from the central Government, the name of the Company has been changed from GREAT OFFSHORE SALVAGE SERVICES LIMITED to GOL SALVAGE SERVICES LIMITED with effect from November 05, 2012.

During the fnancial year 2012-13, GOL Salvage Services Ltd. (GOL Salvage) successfully undertook two Salvage operations. The frst was in July, 2012 when the company was contracted to mobilize it''s Emergency Towing vessel Gal Ross Sea, to carry out high sea Rescue operation of ‘M. V. Socol 6'', a cargo vessel carrying Class 1 IMO (explosives) project cargo and 21 seafarers on board, while the vessel had lost her propulsion off Marmugao port. GOL Salvage successfully towed the vessel in the face of rough seas and prevented a Maritime Disaster.

The second operation which was in October, 2012 was for Refoating of M T Pratibha Cauvery, an oil tanker which had run aground on the Chennai beach under the impact of strong winds and swell created by cyclone Neelam. With the innovative technical methodology combined with precision, M T Pratibha Cauvery was successfully refoated using Malaviya Twenty One, on 12th November 2012.

During the fnancial year 2012-13, GOL Salvage earned a total revenue of Rs. 1,060.00 lakhs (previous year: Rs.326.21 lakhs) and earned a proft after tax of Rs. 99.79 lakhs (previous year: net loss Rs. 170.92 lakhs).

GOL Ship Repairs Limited (formerly known as Great Offshore Ship Repairs Limited)

Pursuant to the resolution passed by the Shareholders of the Company at the Annual General Meeting held on September 21, 2012 and after obtaining necessary approval from the central Government, the name of the Company has been changed from GREAT OFFSHORE SHIP REPAIRS LIMITED to GOL SHIP REPAIRS LIMITED with effect from October 18, 2012.

During the fnancial year 2012-13, GOL Ship Repairs Limited (GOL Ship Repairs) carried out 29 repairs jobs and 3 Dry Docking jobs.

The Jobs undertaken include Digitalization of Control panel of Ballast System, Extension of Bilge & Ballast system, Inspection & overhauling of sea chest valves & ballast system valves, steel Renewals (70 Ton) and fabrications, new piping (800 meters), K Tek Pipe line (450 meters), Motor overhauls, engine overhauls, Schottel overhaul, shafting and other mechanical repairs. A total of six emergencies were attended successfully without any of the attended vessels going off-hire.

During the fnancial year 2012-13, GOL Ship Repairs earned a total revenue of Rs.579.06 lakhs (previous year: Rs. 811.81 Lakhs) and earned a proft after tax of Rs. 4.40 lakhs (previous year: Proft Rs. 102.76 Lakhs).

FOREIGN DIRECT SuBSIDIARIES

Great Offshore (International) Limited

During the fnancial year 2012-13, Great Offshore (International) Limited earned a proft of USD 14,068,149 as against the loss of USD 1,549,485 of the previous year.

GOL Offshore Fujairah LLC – FZE (formerly known as Great Offshore Fujairah LLC – FZC)

During the year under consideration, the name of the Company was changed from GREAT OFFSHORE FUJAIRAH L.L.C. - FZC to GOL OFFSHORE FUJAIRAH L.L.C. – FZE.

During the fnancial year 2012-13 GOL Offshore Fujairah incurred a loss of USD 2,00,791 as against loss of USD 14,305 of previous year. The Company has not commenced operations during the year under consideration. The loss is mainly on account of offce rental charges.

Deep Water Services (International) Limited

During the fnancial year 2012-13 your Company has incorporated a wholly owned subsidiary named Deep Water Services (International) Limited (DWSIL), in Cayman Islands.

During the year under consideration, DWISL has not commenced any operations.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of the provisions of Accounting Standards 21, 23 and 27 and pursuant to the relevant provisions of the Listing Agreement, your Directors have presented the Consolidated Financial Statements for the fnancial year 2012-13 which form part of this Annual Report.

Consolidated income from operations during the fnancial year 2012-13 was Rs. 99,265 lakhs as compared to Rs. 88,281 lakhs in the previous year. Consolidated loss was Rs. 2,607 lakhs (previous year Loss Rs. 3,728 lakhs)

FIxED DEPOSITS

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

DIRECTORS

Shri Kaushal Raj Sachar and Shri Chandan Bhattacharya retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

Shri Prabhakar Dalal, a Nominee of Export-Import Bank of India was appointed as the Director of the Company with effect from August 07, 2012. Mr. Prabhakar Dalal is not liable to retire by rotation.

DIRECTORS'' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA), your Directors confrm that:- (a) In preparation of the annual accounts for the fnancial year ended March 31, 2013, the applicable accounting standards have been followed and there is no material departure from the same.

(b) The Directors have selected 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 as at the end of the fnancial year and of the proft of the company for the said year.

(c) The Directors have taken proper and suffcient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

STATuTORY INFORMATION

1. Particulars of Employees

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are required to be provided as an annexure to the Directors'' Report. However, having regard to the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request delivered at the Registered Offce of the Company.

2. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

Information regarding conservation of energy and technology absorption is not required to be furnished as the Offshore Oilfeld services industry is not covered by the schedule to the said Rules.

The details of Foreign Exchange Earnings and Outgo are as under:

Particulars FY 2012-13 FY 2011-12

(Rs. In Lakhs) (Rs. In Lakhs) Foreign Exchange earned (on account of freight, charter hire earnings). 74,061 79,775

Foreign Exchange used including operating expenses, capital repayment, 24,719 46,774

down payments for acquisition of vessels, and interest payment.

AuDITOR''S REPORT

The Auditors have qualifed their report on the annual accounts of the Company for the year ended March 31, 2013 stating that the depletion in the value of investment and loans & advances made / given by the Company to its wholly owned subsidiary KEI-RSOS Maritime Limited, is not provided for in the fnancial statements. In this connection the Board of Directors would like to state that the said investment is strategic and long term in nature. The management is confdent of turning around KEI-RSOS Maritime Limited and as such, in the opinion of the management, no provision is considered necessary for depletion, if any, in the value of investments and loans & advances made / granted by the Company in / to KEI-RSOS Maritime Limited. KEI- RSOS has, for the frst time, posted an operating proft of Rs. 518.69 lakhs during the year under consideration which gives credence to the judgement of the management in this regard.

The Auditors have also made an observation in their auditor''s report regarding the going concern concept in the section on emphasis of the matter. Note no.37 to the accounts, in this regard, is self-explanatory and does not require any further clarifcation.

AuDITORS

Messrs Varma & Varma, Chartered Accountants (Registration No. FRN 004532S) and Messrs Motilal & Associates, Chartered Accountants (Registration No. 106584W), Joint Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have confrmed their eligibility under section 224(1B) and 226 of the Companies Act, 1956, for re-appointment as Joint Statutory Auditors vide their letters dated 15th May 2013 and 10th May 2013, respectively.

AuDIT COMMITTEE

An Audit Committee of the Board has been constituted in terms of the relevant provisions of the Listing Agreement and Section 292A of the Companies Act, 1956. Constitution and other details of the Audit Committee are given in Report on Corporate Governance which is a part of this Annual Report.

RISK MANAGEMENT

Your Company recognizes the importance of risk analysis as a key managerial tool in risk management. The Company has in place an Enterprise Risk Management framework, commensurate with the size of its operations. This includes a well documented Enterprise Risk Management Policy and procedures for assessing risks. The risk identifcation and assessment process is comprehensive, dynamic and pro-active. As per the policy, the functional heads prepare a quarterly report giving the risks perceived in their functions and the response plan to deal with and mitigate the risks. The report, post audit and verifcation, is presented to the Board of Directors.

ACKNOWLEDGEMENTS

Your Directors acknowledge and place on record their sincere appreciation towards the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Mercantile Marine Department, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Indian Navy, International Salvage Union, Ministry of Finance, Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors also recognize and appreciate the efforts and hard work put in by all the employees and value the continued support received from all stakeholders and counterparties, charterers, shareholders, business associates and partners, consultants and advisors, agents, insurance companies and protection and indemnity clubs, surveyors, lawyers and solicitors, banks and fnancial institutions.

Registered Offce

Energy House,

81, Dr. D. N. Road,

Mumbai – 400 001 For and on behalf of the Board of Directors

Kaushal Raj Sachar

Deputy Chairman

Vijay Kumar

Executive Director

Chandan Bhattacharya

Director

Vinesh Davda

May 23, 2013 Director

---

Mar 31, 2012

The Directors are pleased to present the Seventh Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2012.

FINANCIAL RESULTS Rs. in Lakhs

Particulars Year 2011-12 Year 2010-11

Total Revenue 89,445 86,267

Total Expenses 78,019 80,926

Profit before exceptional item and tax 11,426 5,341

Add: exceptional item - 5,580

Profit before tax and after exceptional item 11,426 10,921

(Less) / Add: Tax Expense

i. Current tax 2,200 95

ii. Deferred tax 1,860 656

iii. Prior year tax (68) -

Profit after tax 7,434 10,170

Less: Transfer to Tonnage Tax Reserve Account under section 115VT 500 2,500 of the Income Tax Act, 1961

Add: Surplus brought forward from previous year 29,929 24,291

Amount available for appropriation 36,863 31,961

Appropriations:

i. Transfer to General Reserve 1,000 1,100

ii. Proposed Dividend on Equity Shares 931 931

iii. Corporate Dividend Tax 37 -

Balance Carried Forward 34,895 29,930

Total 36,863 31,961

FINANCIAL HIGHLIGHTS

During the financial year 2011-12, the Company, on a standalone basis, recorded a total income of Rs. 89,445 lakhs (Previous Year 86,267 lakhs), and earned a PBIDT of Rs. 46,298 lakhs as compared to PBIDT of Rs.42,350 lakhs during the previous year.

OPERATIONS

During the year under consideration, the business environment remained challenging. The uncertainty of oil prices forced many E & P companies to put their new projects on hold thereby affecting the revenues of Engineering Services of the Company.

The Company remained focused on the renovation and upgradation of its existing fleet. Keeping this in view the Company phased out its old vessels Malaviya-6, Malaviya-12 and Malaviya-34. Company had purchased a Jack up Rig Amarnath, converted the same in to drilling mode and, during the year, sold the same at a profit of forty percent.

Three assets of the Company were under modification / up gradation for long term charter with ONGC and Petrobras, Brazil. This resulted in a certain liquidity stress in the Company. In Q1 of 2012-13 Badrinath has gone on 3 year charter with ONGC at contract value of USD 80 million. Your Company has also made its first foray into the Brazilian market with Malaviya-29 going on contract with Petrobras for 4 years for a contract value of USD 38 million. Malaviya-9 is also likely to follow suit in June 2012 with a charter of 4 years and contract value of USD 51 million.

During the year under consideration the company successfully completed two challenging and complex salvage operations. One that of re-floating capsized Naval Frigate "INS Vindhyagiri" and the other being re- floating of the broadly beached 999 tonne product tanker "MT PAVIT" stranded on Mumbai's Juhu beach.

Great Offshore Salvage Team received high level commendation from the "Chief Staff Officer - Western Naval Command" for successful re-floating of Indian Navy Warship - INS Vindhyagiri.

APPROPRIATIONS

Your Company has transferred Rs.1,000 Lakhs (Previous Year: 1,100 Lakhs) to the General Reserve during the year under review. An amount of Rs. 34,895 Lakhs (Previous Year: 29,930 Lakhs) is proposed to be retained in the Profit & Loss Account.

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 2.50 per equity share of Rs. 10/- each for the financial year 2011-12, aggregating to an outflow of Rs. 968 Lakhs, including dividend distribution tax. The Dividend is subject to the declaration by the shareholders at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE REPORT

Your Company has always sincerely endeavored to follow and maintain high standards of corporate governance practices aimed at building trust among all Stakeholders. The four pillars supporting our superstructure of Corporate Governance are transparency, fairness of dealings, Integrity and accountability. A detailed report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement, forms part of this Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is annexed to the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report forms part of this Annual Report, as required under clause 49 of the Listing Agreement.

PERFORMANCE OF SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs vide its circular no. 2/2011 dated February 8, 2011, has granted general exemption to the companies with regard to attaching the Annual Accounts i.e. Balance Sheet, Profit and Loss Account and other related documents of subsidiary companies as is required under section 212 of the Companies Act 1956 (the Act). Accordingly, the said documents of the subsidiaries are not attached to the balance sheet of the Company in this annual report. These documents of the subsidiaries will be made available to any member upon request and will be open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements of the Company include the financial results and necessary details of all its subsidiary companies including a statement containing the list of all subsidiaries with their brief financial details.

The highlights of the performance of major subsidiaries are given below.

DOMESTIC SUBSIDIARIES

Deep Water Services (India) Limited

During the financial year 2011-12, Rig "Badrinath" completed the ONGC Contract. The Rig was then towed to Sembawang Shipyard, Singapore for carrying out special survey and upgradation job to meet the contractual requirements. The special survey concluded on 14th March, 2012 to the satisfaction of American Bureau of Shipping and Indian Register of Shipping. Badrinath has now commenced operations on ONGC's new three year Contract.

During the financial year 2011-12, the Company earned a total income of Rs. 4,449.04 lakhs (previous year: Rs.11,252.49 lakhs) and profit after tax of Rs. 1,040.85 lakhs (previous year: Profit Rs. 2,732.76 lakhs).

KEI-RSOS Maritime Limited

During the financial year 2011-12, the Company has introduced service offerings for many new segments viz. Port Operations, Towing Jobs, Offshore Security, Survey support, Diving support etc. apart from consolidating its expertise in Single Point Mooring (SPM) operations and maintenance. In addition to the on-going contracts, the Company has added eight new customers during the year 2011-12. The company has, during the year under consideration, entered into a new contract with Kolkata Port Trust for a period of five years for their port operations / services at Kolkata.

During the financial year 2011-12, the Company earned a total revenue of Rs. 5,441.91 lakhs (previous year: Rs.5,668.17 lakhs) and incurred a loss of Rs. 2,968.73 lakhs (previous year: Loss Rs.3,497.44 lakhs). The loss was mainly on account of financial and administrative costs.

Great Offshore Salvage Services Limited (formerly known as Rajamahendri Shipping and Oil Field Services Limited)

The Company's name was changed with effect from 21st September 2011 to Great Offshore Salvage Services Ltd. (formerly Rajamahendri Shipping and Oil Field Services Ltd.). The financial year 2011-12 was the first year of the company as a salvage outfit. The company has become full member of International Salvage union (ISu) w.e.f 1st March 2012. Tug "JOSH" was operated for the Floating Production, Storage & Offloading operations of Reliance Industries Ltd. assisting the pull back tug. Tug "NOOR" was operated for Cairn Energy India Pty Ltd for their SPM Operations at Ravva field as a line boat. The company has also entered into a new contract with Cairn Energy Pty Ltd. for Blasting & Painting of Two offshore platforms at Ravva Field. During the year under consideration, the company has been conferred with "Salvage Company of the Year" award.

During the financial year 2011-12, the Company earned a total revenue of Rs. 326.21 lakhs (previous year: Rs.79.04 lakhs) and incurred a loss of Rs.170.92 lakhs (previous year: Loss Rs. 135.25 lakhs). The loss is on account of ship hire charges and other operational expenses.

Great Offshore Ship Repairs Limited

During the financial year 2011-12, the Company has carried out repairs for vessels of Great Offshore Limited as well as third party (external) vessels. A total of 56 Vessels were attended. Out of the total vessels attended, six were attended out of Mumbai and one vessel was attended out of India. During the year under consideration the Company undertook specialized work related with Major Steel Renewals & fabrications, piping, motor overhauls, engine overhauls, thruster overhauls, shafting and other mechanical repairs. A total of five emergencies were attended successfully without any of the attended vessels going off-hire.

During the financial year 2011-12, the Company earned a total revenue of Rs. 811.81 lakhs (previous year: Rs.NIL) and earned a profit of Rs. 102.78 lakhs (previous year: Loss Rs. 73.58 Lakhs).

FOREIGN SUBSIDIARIES

Great Offshore (International) Limited

During the financial year 2011-12, Great Offshore (International) Limited acquired 100% equity interest in two companies in Cyprus i.e. Norwegian Shipping I Limited and Norwegian Shipping II Limited. These companies were acquired to facilitate carrying out of business operations in the international markets and also in furtherance of the Company's objective of investing in assets / companies globally.

During the financial year 2011-12, Great Offshore (International) Limited incurred a loss of USD 1,549,485 as against the loss of USD 1,959,706 of the previous year. The loss is mainly on account of financial costs.

Great Offshore Fujairah LLC - FZC

During the financial year 2011-12 the Company incurred a loss of USD 14,305 as against loss of USD 14,123 of previous year. The Company has not commenced operations during the year under consideration. The loss is mainly on account of office rental charges.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance of the provisions of Accounting Standards 21, 23 and 27 and pursuant to the relevant provisions of the Listing Agreement, your Directors have presented the Consolidated Financial Statements for the financial year 2011-12 which form part of this Annual Report.

Consolidated income from operations during the financial year 2011-12 was Rs. 88,281 lakhs as compared to Rs.94,683 lakhs in the previous year. Consolidated loss was Rs. 3,728 lakhs (previous year profit Rs. 2,625 lakhs) on a total income of Rs.98,444 lakhs. (Previous year Rs. 95,598 lakhs).

FIXED DEPOSITS

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

DIRECTORS

Shri Soli C. Engineer and Shri Vinesh N. Davda retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment.

In consequence of the resignation of Shri Keki M. Elavia as the Chairman of the Board, Shri Prakash Chandra Kapoor was appointed as the Chairman of the Board of Directors with effect from September 2, 2011.

Shri Keki M. Elavia, ceased to be the Director of the Company with effect from November 09, 2011, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri Keki M. Elavia as the Director and Chairman of the Board.

Shri Chetan D. Mehra was appointed as the Executive Director with effect from September 2, 2011. Shri Chetan Mehra, upon resignation, ceased to be the Executive Director with effect from November 19, 2011. However Shri Mehra continued to be a Non-Executive Director up to December 22, 2011and ceased to be the Director with effect from December 22, 2011, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri Mehra during his tenure as Executive / Non-Executive Director of the Company.

Shri Kaiwan Kalyaniwalla, ceased to be the Director with effect from January 09, 2012, upon resignation. The Board of Directors place on record their sincere appreciation for the contribution of Shri Kaiwan Kalyaniwalla during his tenure as the Director of the Company.

Shri Soli C. Engineer ceased to be the Executive Director with effect from March 30, 2012, upon resignation. However he continues to be the Non-Executive Director. The Board of Directors place on record their sincere appreciation for the contribution of Shri Soli Engineer during his tenure as the Executive Director of the Company.

ACCOLADES, AWARDS AND RECOGNITIONS

At the 40th Chemtech Foundation - Shipping Marine & Ports Valedictory Awards Function 2012, held at Mumbai, Your Company has been bestowed with the SMP 2012 - "Leadership & Excellence Award" for the category "Outstanding Achievement in Innovation" "Salvage" in recognition of the emphasis the company lays on new innovations in maritime industry.

Shri Soli Engineer, Director of your Company, received the "Lifetime Achievement Award" at Samudra Manthan Awards 2011, for excellent contribution to the offshore industry.

Your Company has been bestowed with the "Most Diversified Offshore Company" award at the International Maritime & Offshore Logistics conference held at Mumbai on 7th Dec'2011.

Great Offshore Salvage Services Limited (GOSSL) - A wholly owned subsidiary of Great Offshore Limited- was conferred with "Salvage Company of the Year" award at the International Maritime & Offshore Logistics conference held at Mumbai on 7th Dec'2011.

GOSSL became "Full member of International Salvage Union" in March 2012 which will make the Company eligible to bid for Salvage tenders worldwide.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance of section 217(2AA), your Directors confirm that:-

(a) In preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed and there is no material departure from the same.

(b) The Directors have selected 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 as at the end of the financial year and of the profit of the company for the said year.

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

1. Particulars of Employees

Pursuant to the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, particulars of employees are required to be provided as an annexure to the Directors' Report. However, having regard to the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining these particulars will be provided with the same upon receipt of a written request in this regard addressed to the Company Secretary and delivered at Registered Office of the Company.

2. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988 Information regarding conservation of energy and technology absorption is not required to be furnished as the Offshore Oilfield services industry is not covered by the schedule to the said Rules.

The details of Foreign Exchange Earnings and Outgo are as under:

Particulars FY 2011-12 FY 2010-11 (Rs.In Lakhs) (Rs.In Lakhs)

Foreign Exchange earned (on account of freight, charter hire earnings). 79,775 65,592

Foreign Exchange used including operating expenses, capital repayment, 46,774 40,081 down payments for acquisition of vessels, and interest payment.

AUDITORS' REPORT

The Auditors have qualified their report on the annual accounts of the Company for the year ended March 31, 2012 stating that the depletion in the value of investment and loans & advances made / given by the Company to its wholly owned subsidiary KEI-RSOS Maritime Limited, is not provided for in the financial statements. In this connection the Board of Directors would like to state that the said investment is strategic and long term in nature. The management is confident of turning around KEI-RSOS Maritime Limited and as such, in the opinion of the management, no provision is considered necessary for depletion, if any, in the value of investments and loans & advances made / granted by the Company in / to KEI-RSOS Maritime Limited.

The Auditors have also made an observation regarding the change in accounting policy of the Company for recognition and measurement of Mark to Market losses in respect of derivative instruments like interest rate swaps. The information provided in this regard in note 32 to the accounts read with the Auditors' observation is self explanatory and does not require any further explanation.

AUDITORS

M/s. Kalyaniwalla & Mistry, Chartered Accountants (Registration No. 104607W), Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility under section 224(1B) and 226 of the Companies Act, 1956, for the re-appointment as the Statutory Auditors vide the letter dated May 21, 2012.

AUDIT COMMITTEE

An Audit Committee of the Board has been constituted in terms of the relevant provisions of the Listing Agreement and Section 292A of the Companies Act, 1956. Constitution and other details of the Audit Committee are given in "Report on Corporate Governance" which is a part of this Annual Report.

RISK MANAGEMENT

Your Company recognizes that management of risks and their analysis is a key managerial tool available for informed decision making. The Company has an Enterprise Risk Management framework in place, commensurate with the size of its operations, including a well documented Enterprise Risk Management Policy and procedures for assessing risks. The risk identification and assessment process is comprehensive, dynamic and pro-active. As per the policy the functional heads prepare a quarterly report detailing risks associated with their functions and the response plan to deal with and mitigate the risks. The report, post audit and verification, is presented to the Board of Directors.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation for the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Mercantile Marine Department, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Indian Navy, International Salvage Union, Ministry of Finance, Reserve Bank of India, Securities and Exchange Board of India, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors recognize and appreciate the efforts and hard work put in by all the employees and value the continued support received from all stakeholders and counterparties, charterers, shareholders, business associates and partners, consultants and advisors, agents, insurance companies and protection and indemnity clubs, surveyors, lawyers and solicitors, banks and financial institutions.

Registered Office For and on behalf of the Board of Directors

Energy House,

81, Dr. D. N. Road,

Mumbai - 400 001 Prakash Chandra Kapoor

Chairman

May 25, 2012

---

Mar 31, 2011

To the Members,

The Directors have pleasure in presenting herewith the Sixth Annual Report and Audited Accounts of the Company for the financial year ended March 31, 2011.

FINANCIAL RESULTS Rs. in Lakhs

Particulars Year 2010-11 Year 2009-10

Total Income 86,267 1,01,349

Total Expenditure 80,926 82,127

Profit before tax exceptional item 5,341 19,222

Add: exceptional item 5,580 -

Profit before tax and afiter exceptional item 10,921 19222

Less / Add:Provision for Tax

i. Current 95 760

ii. Deferred 656 940

iii. Prior years - 60

Profit for the year afiter tax 10,170 17,462

Less: Transfer to Tonnage Tax Reserve Account under section 115VT of the 2,500 4,000

Income Tax Act, 1961

Add: Surplus brought forward from previous year 24,291 13,760

Amount available for appropriation 31,961 27,222

Appropriation:

i. Transfer to General Reserve 1,100 2,000

ii. Proposed Dividend on Equity Shares 931 931

Balance Carried Forward 29,930 24,291

During the financial year 2010-11, the Company (on a standalone basis) recorded a total income of Rs. 86,267 lakhs, and earned a PBIDT of Rs. 42,350 lakhs.

The financial year has been extremely challenging with two major assets - the rigs being non operational for part of the financial year under review. Apart from this few older vessels in the offshore logistic feet suffered reduced utilisation coupled with sofit freight rates of the spot markets.

While Kedarnath was under refurbishment prior to its commencement of the new charter, Badrinath worked for a part of Q3 FY 2010-11 on completion of its earlier charter. Few of the offshore logistics feet witnessed a sofit spot market due to global overhang in vessel supply. However, though there was a comparative increase in revenues from execution of Engineering Projects, it was unable to supplement the drop in charter revenues from asset deployments.

This lead to a decline in total income of around 15% apart from a decline in Profit Afiter Tax by around 42%. While the Operating Profit at Rs. 35,056 lakhs showed a decline of around 18% from the earlier levels of Rs. 42,719 lakhs, the operating margin declined partially from around 42% in previous year to around 41% in the year under review.

With increase in feet size, in the year under review employee cost increased around 10% but subdued charter rates did not refect in rise in earnings. This has also refected in increase in depreciation by around 39% and also rise in interest costs due to increase in the outstanding loans availed for financing capex, investments as well as drydocking expenses and for routine capex.

APPROPRIATIONS

Your Company has transferred Rs. 1,100 lakhs to the General Reserve during the year under review. An amount of Rs. 29,930 lakhs is proposed to be retained in the Profit & Loss Account

DIVIDEND

Your Directors are pleased to recommend a Dividend of Rs. 2.50/- per equity share of face value of Rs. 10 each for the financial year 2010-11 aggregating to an outfow of Rs. 931 lakhs, subject to the approval of the shareholders at the ensuing Annual General Meeting.

CORPORATE GOVERNANCE REPORT

Your Company has vigorously striven to follow and maintain high standards of corporate governance practices aimed at building trust among all stakeholders, shareholders, employees, customers, suppliers and vendors on four key areas viz. – transparency, fairness of dealings, disclosures and accountability. A detailed report on Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Bombay Stock Exchange and National Stock Exchange of India ("Stock Exchanges") are annexed and forms a part of this Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49, is annexed to this Report.

MANAGEMENT DISCUSSIONS AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate section forming a part of this Annual Report.

SUBSIDIARIES' OPERATIONS

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, Annual Accounts viz. Balance Sheet, Profit and Loss Account and other related detailed information of all subsidiary companies are not being attached with the Balance Sheet of your Company. Your Company will make available the Annual Accounts of all its subsidiary companies and related detailed information to any member of your Company who may be interested in obtaining the same. The Annual Accounts of all subsidiary companies will also be open for inspection at the Registered Office of your Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by your Company include the financial results and necessary details of all its subsidiary companies including statement containing the list of all subsidiaries alongwith their brief financial details.

Your Company has afiter active consideration and due deliberation decided to evaluate growing Great Offshore (International) Limited, Cayman Islands. The objective of being able to operate in international territories with immense fexibility are few of the criterias which led to this informed decision. Apart from the above, manning, and funding fexibility have been also prime considerations.

The financial performance highlights of major subsidiaries of your Company are enumerated below.

Domestic Subsidiaries

Deep Water Services (India) Limited

During the financial year 2010-11, Rig 'Badrinath' owned by your company was chartered out to ONGC and is under

completion of its earlier 3 year charter operating on the west coast of India. During the financial year 2010-11, the Company earned a total income of Rs.11,252.49 lakhs (previous year: Rs.14,079.53 lakhs) and profit afiter tax Rs.2,732.76 lakhs (previous year: Rs.5,409.47 lakhs).

KEI-RSOS Maritime Limited

The Company owns diverse assets and has been serving customers primarily on the East coast of India. The financial year 2010-11 has been a challenging year with respect to restricted oil cargo movement and hence reduced SPM/Terminal calls impacting the revenues. The Company took a conscious decision to critically focus on operational aspects while evaluating opportunities. During the financial year new service offerings commenced viz. Offshore security, survey support and FPSO offitake. During the financial year 2010-11, the Company earned a total revenue of Rs.5,668.17 lakhs (previous year: Rs.6,367.04 lakhs) but incurred a loss of Rs.3,497.44 lakhs (previous year: Loss Rs.1,645.50 lakhs).

Rajamahendri Shipping & Oil Field Services Limited

Tug Josh operated for RIL FPSO operations assisting the pull back Tug. During the financial year 2010-11, the Company earned a total revenue of Rs. 79.04 lakhs (previous year: Rs.235.61 lakhs) and incurred a loss of Rs. 135.25 lakhs (previous year profit: Rs.58.82 lakhs).

Great Offshore Ship Repairs Limited

The Company was incorporated on June 10, 2010 with the objective of carrying out in–house repairs and to support the operations of Great Offshore Limited. This being the first financial year since incorporation, it has incurred a loss of Rs. 73.57 lakhs for the period ended March 31, 2011.

Foreign Subsidiaries

Great Offshore (International) Limited

During the year, Great Offshore (International) Limited, a wholly owned subsidiary of your Company, acquired 100% equity interest in Glory Shipping Private Limited , UAE through a cash out deal at par. This company was acquired with the purpose of carrying out business operations in the Middle East region as also with the idea of investing in assets / companies globally.

Glory Shipping Private Limited, UAE incorporated a wholly owned subsidiary, Great Offshore Germany GmbH, Germany to carry out business and invest in operating companies for pursuing growth opportunities in the maritime business through joint ventures and partnerships in Germany as domestic presence criteria is preferred by charterers. Great Offshore Germany GmbH entered into 3 limited liability partnerships during the year viz SGB Emssun GmbH & Co. KG, SGB Emssky GmbH & Co. KG, and SGB Emsstar GmbH & Co. KG.

Your Company has been evaluating various business opportunities in the South East Asia region and accordingly had active dialogue with prospective charters in the region. With a view to have a presence in the region, it is necessary to have a domestic corporate entity and for this reason, during the year under review, Great Offshore (International) Limited incorporated two wholly owned subsidiaries viz Great Offshore International (Malaysia) Limited and Great Offshore International Manning & Ship Management (Labuan) Limited.

During the financial year 2010-11, the Company incurred a loss of USD 1,959,706 against loss of USD 2,691,148 of previous year. The loss was mainly due to the administration and other expenses.

Great Offshore Fujairah LLC - FZC

During the financial year 2010-11, the Company incurred a loss of USD 14,123 against loss of USD 13,440 of previous year. The loss was mainly due to the administration and other expenses.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Accounting Standards 21, 23 and 27 of Companies (Accounting Standards) Rules, 2006 and pursuant to the Listing Agreement with Stock Exchanges, your Directors present herewith the Consolidated Financial Statements for the financial year 2010-11 which forms a part of this Annual Report.

Consolidated income from operations was Rs. 94,683 lakhs as compared to Rs. 1,16,564 lakhs in the previous year. The financial year ended March 31, 2011 registered a consolidated profit afiter tax of Rs. 2,625 lakhs (previous year Rs. 20,103 lakhs) on a total income of Rs. 95,599 lakhs. (Previous year Rs.1,17,265 lakhs).

DIRECTORS

Dr. Ram Nath Sharma, Lt. Gen. Deepak Summanwar and Shri Chandan Bhattacharya are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Shri Prakash Chandra Kapoor and Shri Vijay Kumar were appointed as Executive Directors of the Company with effect from May 1, 2010 pursuant to Special Resolution passed by the members through Postal Ballot, the result of which was declared by the Chairman on April 29, 2010.

ACCOLADES, AWARDS AND RECOGNITION

The year marked your Company's accomplishments in various felds which has been encouraging and possible only with the support of all stakeholders.

Your Company has been bestowed with the Seatrade Award for a highly commended contribution to "Investment in People". Guest of honour, Her Royal Highness, The Princess Royal presented the Award at a ceremonial Dinner at Guildhall, City of London on April 4, 2011, in the presence of IMO Secretary General, Efithimios Mitropoulos, Chairman of the panel of judges of the Seatrade Awards.

On April 5, 2011, during the 48th Maritime Day Celebrations at Mumbai, Shri Soli C. Engineer, Executive Director of your Company received the NMDCC Award of Excellence from Hon'ble Shri K Mohandas, Secretary to the Govt. of India, Ministry of Shipping.

Your Company has been bestowed with the Award & Citation of "Safest & Most Environmentally Conscious Indian Shipping Company", by Shri K. Mohandas, Hon'able Secretary to Govt. of India, Ministry of Shipping at the World Maritime Day Celebrations, held on 21st September 2010.

Your Company has been a proud recipient of EPC Award for "Outstanding Contribution in Oil & Gas sector" at the EPC World Awards 2010 ceremony instituted jointly by EPC World and PWC on December 22, 2010 at Mumbai.

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance with Section 217(2AA), as incorporated by the Companies (Amendment) Act, 2000 in the Companies Act, 1956, your Directors confirm that:- (a) In preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed and there is no material departure from the same.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for the aforesaid period.

(c) The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

1. Particulars of Employees

As required under the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of employees shall be provided as an annexure to Directors' Report. However, having regard to the provisions of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars shall be provided on receipt of written request to the Secretarial Department addressed to the Company Secretary at the registered office of the Company.

2. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988

Information as per Notification No. GSR 1029 dated 31.12.1988 regarding conservation of energy and technology absorption is not required to be furnished as the Offshore Oilfeld services industry is not covered by the schedule to the said rules.

The details of Foreign Exchange Earnings and Outgo are as under:

Particulars FY 2010-11 FY 2009-10 (Rs. In Lakhs) (Rs. In Lakhs)

Foreign Exchange earned and saved (on account of freight, charter hireearnings). 65,592 81,359

Foreign Exchange used including operating expenses, capital repayment,down 40,081 52,973 payments for acquisition of vessels, and interest payment.

3. The Company has been exempted by the Central Government vide their letter F.No.46/45/2011-CL-III dated January 24, 2011, under Section 211(4) of the Companies Act, 1956, from disclosing quantitative details in compliance with paras 4D (a), (b), (c) and (e) of Part-II, Schedule – VI to the Companies Act, 1956 as amended vide Notification No.GSR 494(E), dated 30th October, 1973.

AUDITORS' REPORT

As per the Auditors' Report there has been noting with regard to maintenance of inventory records and its frequency of physical verification. Your Company will take necessary steps to institute proper procedures in this regard.

AUDITORS

Kalyaniwalla & Mistry, Chartered Accountants (Registration No. 104607W), Statutory Auditors retire at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Company has received requisite certificate from Kalyaniwalla & Mistry to the effect that their re-appointment, if made, would be within the limits specifed under section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for such re-appointment within the meaning of section 226 of the said Act. Your Board recommends their re-appointment.

AUDIT COMMITTEE

Audit Committee of the Board has been constituted in terms of Listing Agreement with the Stock Exchanges and Section 292A of the Companies Act, 1956. Constitution and other details of the Audit Committee are given in "Report on Corporate Governance" in this Annual Report.

RISK MANAGEMENT

Your Company recoginses that Management of Risks and its Analysis is a key managerial tool available for informed decision making. The Company has an Enterprise Risk Management framework in place, commensurate to its size and operations.

In line with the same, your Company has a well documented Enterprise Risk Management Policy highlighting the framework, policies and procedures of accessing risks. The risk identification and assessment process is comprehensive, dynamic and pro-active. As per the Policy every quarter all the functional heads report to the Risk Committee, enumerating risks associated with their functions and the strategies and actions taken to deal with and mitigate the same in future.

The report post audit and verification is periodically presented to the Board of Directors for their noting and necessary action.

ACKNOWLEDGEMENTS

Your Directors would like to acknowledge and place on record their sincere appreciation for the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Mercantile Marine Department, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Ministry of Finance, RBI, SEBI, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors recognize and appreciate the efforts and hard work of all the employees of your Company and value the continued support received from all stakeholders and counterparties of your Company viz., charterers, shareholders, business associates and partners, consultants and advisors, agents, insurance companies and protection and indemnity clubs, surveyors, lawyers and solicitors, banks and financial institutions.

For and on behalf of the Board of Directors

June 21, 2011 Keki M. Elavia Mumbai Chairman

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Mar 31, 2010

The Directors have pleasure in presenting herewith the Fifth Annual Report and Audited Accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS Rs. in Lakhs Particulars 2009-10 2008-09 Total Income 1,01,349 95,282 Total Expenditure 82,127 71,692

Proft before tax 19,222 23,590 Less / Add: Provision for Tax i. Current 760 2,459

ii. Deferred 940 (129)

iii. Fringe Beneft Tax - 150

iv. Prior years 60 -

Proft for the year after tax 17,462 21,110

Add: Write back of Proposed dividend on bought back - 44

Less: Transfer to Tonnage Tax Reserve Account under section 115VT of the 4,000 4,000

Income Tax Act, 1961

Add: Surplus brought forward from previous year 13,760 16,868

Amount available for appropriation 27,222 34,022 Appropriation

i. Transfer to Capital Redemption Reserve - 15,098

ii. Transfer to General Reserve 2,000 2,500

iii. Preference Share Dividend - 1,349

iv. Proposed Dividend on Equity Shares 931 928

vi. Tax on Dividend - 387

Balance Carried Forward 24,291 13,760

During the fnancial year 2009-10, the Company (on a standalone basis) recorded a total income of Rs. 101,349 lakhs, a rise of 6.37% and earned a PBIDT of Rs.43,262 lakhs.

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2.50 per equity share for the fnancial year 2009-10 aggregating an outfow of Rs. 931 lakhs, subject to the approval of the shareholders at the ensuing Annual General Meeting.

SHARE CAPITAL

During the year under review, the Company on October 31, 2009 issued and allotted 91,017 equity shares on part conversion of 7.25% Foreign Currency Convertible Bonds aggregating to USD 2,000,000 at pre-determined fxed conversion price of Rs.875/- per share.

FINANCE & ACCOUNTS

The observations made by the Auditors in their Report have been clarifed in the relevant notes forming part of the Accounts, which are self explanatory.

CORPORATE DEVELOPMENT

During the year under review, SBI Capital Markets Ltd. on behalf of Natural Power Ventures Pvt. Ltd. (the Acquirer) alongwith Bharati Shipyard Ltd. and Dhanshree Properties Pvt. Ltd. (together referred to as the Persons Acting in Concert with the Acquirer) (collectively hereinafter referred to as “BSL Group”) and Kotak Mahindra Capital Company Ltd. on behalf of Eleventh Land Developers Pvt. Ltd. (Acquirer) alongwith ABG Shipyard Ltd (referred to as the Person Acting in Concert with the Acquirer) (collectively hereinafter referred to as “ABG Group”) made a public announcements (the open offers) for acquisition of equity shares of your Company and fnal offer price was Rs.590/- per share (BSL Group) and Rs.520/- per share (ABG Group).

Both the aforesaid offers opened on December 3, 2009 and closed on December 22, 2009. BSL Group acquired 78,26,788 equity shares (21.02% of paid up capital) and ABG Group acquired 56,54,889 equity shares (15.19% of paid-up share capital) under their respective Open Offers.

As on March 31, 2010, BSL Group holds 1,83,14,352 equity shares (49.19% of paid-up share capital) and as on date of approving this Report BSL Group holds 1,85,14,352 equity shares (49.73% of paid-up share capital).

PERFORMANCE OF SUBSIDIARY COMPANIES

Domestic

Deep Water Services (India) Limited

During the fnancial year 2009-10, the Company earned a total income of Rs.14,079.53 lakhs (previous year: Rs. 13,357.16 lakhs) and proft after tax Rs.5,409.47 lakhs (previous year: Rs.4,700.34 lakhs).

During the year, the rig ‘Badrinath’ was in operation and successfully drilled two wells namely, “D-18-G” and “D-18-I” in Mumbai High. Presently, the rig is operating at location “B-100-D” in Mumbai High.

KEI-RSOS Maritime Limited

During the fnancial year 2009-10, the Company earned a total income of Rs.6,367.04 lakhs (previous year: Rs.6,013.86 lakhs) and incurred a loss of Rs.1,645.73 lakhs (previous year: proft after tax Rs.678.91 lakhs).

Year 2009-10 had been an encouraging year for KEI-RSOS Maritime Limited (KEI-RSOS). KEI-RSOS has continued its effort to drive its growth and added new area of business such as offshore security etc. apart from the consolidation of its expertise in Single Point Mooring (SPM) operations and maintainance. The Company has served two new customers, namely Simplex Infrastructure Ltd. and Geostar Surveys India Ltd.

KEI-RSOS has been effectively carrying out the on-going contracts, namely, marine operations at the Gangavaram port of Gangavaram Port Ltd.; Marine terminal at Cuddalore port of Chemplast Sanmar Ltd. and SPM Terminal Operations at the Tirrukadaiyur of PPN Power Generating Co. Pvt. Ltd. In addition, the on-going contract for SPM Terminal Operation at Ravva Oil & Gas Field of Cairn Energy Pte. Ltd. has been renewed for a period of 3 years and SPM Terminal Operations at Kochi of Bharat Petroleum Corporation Ltd. (BPCL) has been renewed for a period of 5 years. KEI-RSOS has effectively operating the two existing contracts i.e. River Security Patrolling Boat and Offshore Security Patrolling Boat with Reliance Industries Ltd. The said contracts are for a period of next three years.

Rajamahendri Shipping and Oil Field Services Limited

During the fnancial year 2009-10, the Company earned a total income of Rs.235.61 lakhs (previous year: Rs.491.26 lakhs) and proft after tax Rs.58.82 lakhs (previous year: Rs.215.50 lakhs).

During the fnancial year 2009-10, the Company has completed the painting contract assigned by the Reliance Industries Ltd. (RIL) of Rs.275 lakhs. The Company bagged the contract of storage of the Single Point Mooring buoy from Cairn Energy Pte. Ltd. at Pondicherry.

The vessels, “Noor” and “Josh” were under charter with KEI-RSOS Maritime Ltd. on contract based need of KEI-RSOS Maritime Ltd.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in presenting herewith the Consolidated Financial Statements in accordance with the Accounting Standards issued by the Institute of Chartered Accountants of India, which forms part of the Annual Report and Accounts.

The Audited Consolidated Financial Statements together with the Auditors’ Report thereon forms part of the Annual Report for the fnancial year 2009-10. Consolidated income from operations at Rs.1,16,564 lakhs a growth of 7.82% as compared to Rs.1,08,105 lakhs of previous year. The fnancial year ended March 31, 2010 registered a consolidated proft after tax of Rs. 20,103 lakhs (previous year Rs.27,507 lakhs) on a total income of Rs.1,17,265 lakhs. (previous year Rs.1,14,141 lakhs)

DIRECTORS

Shri Keki M. Elavia, Shri Kaushal Raj Sachar, Shri Kaiwan Kalyaniwalla and Shri Percy A. Doctor were appointed on September 15, 2009 in the casual vacancy caused by resignation of Shri Rajiv K. Luthra on November 20, 2008, Shri Shailesh V. Haribhakti on May 4, 2009, Shri Vijay Kantilal Sheth on May 30, 2009 and Shri Suresh Balasubramaniam on May 4, 2009 respectively. Shri Percy A. Doctor ceased as Director with effect from September 24, 2009.

Shri Keki M. Elavia, Shri Kaushal Raj Sachar and Shri Kaiwan Kalyaniwalla are due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

Shri Prakash Chandra Kapoor, Shri Vijay Kumar and Shri Chetan D. Mehra were appointed as Additional Directors of your Company with effect from February 2, 2010. Further, Shri Prakash Chandra Kapoor and Shri Vijay Kumar were appointed as Executive Directors of the Company with effect from May 1, 2010 pursuant to Special Resolution passed by the members through Postal Ballot, result of which was declared by the Chairman on April 29, 2010.

As provided under Section 260 of the Companies Act, 1956, Shri Chetan D. Mehra holds offce up to the date of the ensuing Annual General Meeting of the Company. Notice under Section 257 of the Companies Act, 1956 has been received in respect of his appointment as a Director not liable to determination by retirement of Directors by rotation on the Board of your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state that:

i. in preparation of the annual accounts, the applicable accounting standards have been followed (along with proper

explanation relating to material departures) and that there are no material departures; ii. they have selected the 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 fnancial

year and of the proft of the Company for that period; iii. they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the

provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud

and other irregularities; iv. they have prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

1. Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, particulars of the employees shall be provided as annexure to Directors’ Report. However, as provided under Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report, excluding the aforesaid particulars, is being sent to all the members of the Company and others entitled thereto. Members desirous to receive the statement pursuant to Section 217 (2A), will be provided on receipt of written request from them.

2. Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

Information as per Notifcation No. GSR 1029 dated 31.12.1988 regarding conservation of energy and technology absorption is not required to furnish as the Offshore Oilfeld services industry is not covered by the schedule to the said rules.

The details of Foreign Exchange Earnings and Outgo are as under:

(a) Foreign Exchange earned and saved (on account of freight, charter hire earnings). : Rs.81,359 Lakhs

(b) Foreign Exchange used including operating expenses, capital repayment,

down payments for acquisition of vessels, interest payment. : Rs.52,973 Lakhs

3. The Company has been exempted by the Central Government vide their letter No.47/24/2010-CL-III dated February 24, 2010 under Section 212(8) of the Companies Act, 1956, from attaching a copy of the Balance Sheet, Proft and Loss Account, Report of the Board of Directors and the Report of the Auditors of the subsidiary companies. However, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes the fnancial information of the subsidiaries. A statement containing brief details of the subsidiaries is included in this Annual Report.

The Annual Accounts and other related information of the subsidiary companies are available for inspection at the Registered Offce of the Company and that of said subsidiary companies on any working day between 11.00 a.m. to 2.00 p.m.

4. The Company has also been exempted by the Central Government vide their letter No.46/45/2010-CL-III dated April 15, 2010 under sub-section (4) of Section 211 of the Companies Act, 1956, from disclosing quantitative details in compliance of paras 4D (a),(b),(c) and (e) of Part-II, Schedule - VI to the Companies Act, 1956, as amended vide Notifcation No.GSR 494(E), dated 30th October, 1973.

Auditors

Kalyaniwalla & Mistry (Registration No. 104607W), the Statutory Auditors will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a Certifcate from the Auditors to the effect that their re-appointment, if made, would be within the limits specifed under section 224(1B) of the Companies Act, 1956 (‘the Act’) and that they are not disqualifed for such re-appointment within the meaning of Section 226 of the Act. Your Board recommends their re-appointment.

Corporate Governance Report and Management Discussion & Analysis Report

Your Company continues to be committed to good Corporate Governance aligned with the best practices. A separate Report on Corporate Governance alongwith the Auditors’ Certifcate on compliance with the Corporate Governance and Management Discussion & Analysis Report as stipulated in Clause 49 of the Listing Agreement executed with Stock Exchanges are annexed with this Annual Report.

Acknowledgements

Your Directors gratefully acknowledge the guidance and continued support received from the Government of India and its various agencies, including Ministry of Petroleum and Natural Gas, Ministry of Shipping, Directorate General of Shipping, Directorate General of Hydrocarbons, Directorate General of Civil Aviation, Port Trusts and Port authorities, Ministry of Finance, RBI, SEBI, Ministry of Corporate Affairs, Registrar of Companies, the Stock Exchanges and the Depositories.

Your Directors also wish to record their appreciation for their support and cooperation received from all stakeholders and counterparties of the Company, shareholders, business associates, agents, banks and fnancial institutions for their continued patronage.

Your Directors express their warm appreciation to all the employees for their dedicated services and contribution in achieving consistent growth for the Company.

For and on behalf of the Board of Directors Mumbai June 23, 2010 Keki M. Elavia Chairman