FOR THE YEAR ENDED 31ST MARCH, 2025. TO,
THE MEMBERS,
Your Directors present their report as under:
1] FINANCIAL RESULTS :
PARTICULARS |
Rs. in Crores. |
|
Year ended March
31, 2025. |
Year ended March 31, 2024. |
Income from Operations |
32.75 |
29.96 |
Other Income |
0.46 |
7.69 |
Gross Income |
33.21 |
37.65 |
Expenses for the period |
26.03 |
27.74 |
Earnings Before Interest,
Taxes, Depreciation and Amortization (EBITDA). |
7.18 |
9.91 |
Finance cost |
1.84 |
2.03 |
Depreciation |
13.51 |
12.27 |
(Loss) / Profit Before
Exceptional Items and Tax |
(8.17) |
(4.39) |
Exceptional Items (Debit) |
0.28 |
(114.59) |
(Loss) / Profit Before Tax |
(7.89) |
(118.98) |
Provisbn for Taxation |
|
|
Current Tax |
0.08 |
0.60 |
Tax for earlbr years (Debit) |
· |
1.37 |
Net Profit (Loss) / After
Tax |
(7.97) |
(120.95) |
Add Balance of Profit /(loss)
brought forward from prevfous year |
(173.28) |
(52 33) |
Balance carried forward |
(181.25) |
(173.28) |
2] The Annual Accounts of the Company have been prepared in
accordance with the requirements of the Indian Accounting Standard (IND AS). The impact of
the IND AS is stated in the Notes to the Accounts.
Income from Operatbns for the year ended 31.03.2025 stood at Rs.32.75
crores, as against Rs.30.00 crores for the previous year. The revenue mainly consisted of
earnings of two of the Company's vessels for almost the full year. Other Income for
the year which comprised mainly of Interest, and Exchange Fluctuation - Gain (Net) stood
at Rs.0.46 crores as against Rs.7.69 crores in the previous year. For the previous year
Other Income comprised mainly of Reversal of Interest of Rs.4.97 Crores on account of
write back of unsecured ban and reversal on account of settlement / pre-payment of debt to
the tune of Rs 2 54 crores
The Expenses for the year stood at Rs.26.03 crores as against Rs.27.74
crores, EBIDTAfor the year stood at Rs.7.18 crores as against Rs.9.91 Crores for the
previous year. Finance charges for the year stood at Rs.1.84 crores as against Rs.2.03
crores forthe previous year. Depreciation for the year stood at Rs.13.51 crores as against
Rs.12.27 crores for prevfous year. While the Company was EBIDTA positive, the Loss before
Exceptional items and Tax stood at Rs.8.17 crores, as opposed to a loss of Rs.4.39 crores
for the previous year. However, without the Other Income, the Company's current
year's Loss would have stood at Rs 8 63 crores as opposed to a bss of Rs 12 08 for
the previous year.
Exceptional items stood at Rs.0.28 crores as opposed to Rs. (114.59)
crores. As a result, post taxes, Net Loss for the year stood at Rs.7.97 crores as opposed
to a Loss of Rs.120.95 crores for the previous year.
3] OPERATIONS :
During the year under revbw :
i] The Vessels M.V. Mahananda and M.V. Kamet continued to work on East
Coast of India and West Coast of India respectively.
ii] Post year under review, the Company acquired a second hand Anchor
Handing Tug cum Supply Vessel (AHTSV) viz. M.V.
Mahanadi.
iii] Post the year under review, the Company upgraded one of its
Vessel's M.V. Kamet to DP2 from DP1.
4] DIVIDEND :
In view of the fosses incurred, your Directors regret their inability
to recommend any Dividend.
5] AUTHORISED AND PAID UP SHARE CAPITAL :
Pursuant to the approval granted by the Shareholders of the Company,
the Authorised Share Capital was increased from Rs.30 crores to Rs.50 crores divided into
4,70,00,000 Equity Shares of Rs. 101- each and 1,50,000 Cumulative Convertible
Preference Shares of Rs. 100/-
each and 1,50,000 Cumulative Redeemable Preference shares of Rs. 100/
each.
As on 31s* March, 2025, the paid-up Share Capital stood at
Rs.30.64 Crores consisting of 3,06,38,443 Equity Shares (as against Rs. 24.73 crores
consisting of 2,47,28,793 equity shares of Rs. 10/- each as on 31s* March,
2024.
7] FUTURE EXPANSION AND OUTLOOK :
The offshore industry faces a multitude of challenges, encompassing
operational, environmental, economic, and personnel-related issues. These include
maintaining aging infrastructure, navigating complex regulations, managing high
operational costs, ensuring worker safety and well-being, and adapting to evolving energy
landscapes.
Additionally political and economic uncertainties will have an impact
on demand and therefore extent of exploration and drilling activities in the Oil and Gas
Sector. Potential global “polarization” can also have a deep impact on the
Industry. However, with this “polarization” and the growing uncertainties, also
come opportunities in certain markets and sectors within the Industry.
As indicated your Company has already commenced its expansion plans
with the acquisition of a 19 year 80 Ton BP DP2 AHTSV, post the year under review. The
Vessel has now secured a term contract working in the West Coast of India w.e.f.
September, 2025 for a period of upto one (1) year.
Once all its assets are deployed on term contracts, the Company will
look to expand its fleet further in a prudent and conservative manner.
8] WHOLLY OWNED SUBSIDIARY:
Garware Offshore International Services Pte. Ltd. - Singapore (GOISPL)
:
The Company's Wholly Owned Subsidiary GOISPL based in Singapore
had no operating income. Other income during the year was USD 1.79 mn and consisted mainly
of the reversal of impairment of loss on trade receivable and waiver of expenses, as
against USD 0.06 mn for the previous year. The Company has made a net profit of USD 1.40
mn as against a profit of USD 0.05 mn in the previous year.
Though, there was no activity in GOISPL during the year, it is seeking
opportunities of revenue generation and simultaneously settling its debts with its various
Lenders.
Global Offshore Services B.V.
The Management believes that despite holding 28% of Global Offshore
Services B.V., The Netherlands (GOSBV), the Company does not hold significant influence in
the affairs of the erstwhile subsidiary. The Company neither has any participation in the
Board of Directors of GOSBV, nor has any involvement in the Management of the Company.
Furthermore, in the absence of any transactions with GOSBV, consolidation of such an
associate would fall out of the purview of IND AS 110 and IND AS 28.
9] AUDITORS' REPORT:
A STANDALONE ACCOUNTS
There are no Qualifications in the Standalone Auditors' Report.
B CONSOLIDATED ACCOUNTS
No qualifications have been made by the Auditors' in the
Consolidated Auditors' Report to the Shareholders. However, the Auditors have laid
Emphasis of Matter on the following :
a. We draw attention that the net worth in the financial statements of
Garware Offshore International Services Pte. Limited has been eroded and is negative Rs.
934.65 Lakhs (USD 10,93,674), that may cast significant doubt on the company's
ability to continue as a going concern.
Management View :
While the networth of Garware Offshore International Services Re. Ltd.
(GOISPL), had eroded, the Company has limited activity and no recurring costs. In fact for
the year under review, the Company has declared a profit of USD USD 1.40 mn.
b. The Auditors' of the subsidiary Garware Offshore International
Services Pte. Limited have given a qualified opinion on the following points due to lack
of sufficient audit evidence -
• Loan payable to third parties Rs.770.78 Lakhs (USD 901,921).
Management View :
Confirmation of balance has been received from the said party. In any
case, post the year under review, Garware Offshore International Services Re. Ltd.
(GOISPL), has arrived at a settlement with the said party.
10] LISTING FEES TO STOCK EXCHANGE:
The Company has paid the Listing Fees for the year 2025-26 to BSE
Limited.
11] FIXED DEPOSITS:
During the year under review, no Deposits were accepted under Chapter V
of the Companies Act, 2013 and hence the details relating to deposits and details which
are not in compliance under Chapter V of the Act are “NOT APPLICABLE”.
Kindly refer Annexure B to the Directors' Report for details of
other deposits/Loans received by the Company.
12] RESPONSIBILITY STATEMENT:
The Directors confirm:
a) That in the preparation of the Annual Accounts, the applicable
accounting standards have been folbwed and that no material departures (save and except as
stated in the Directors' Report) have been made from the same.
b) That they have selected such Accounting Policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the State of Affairs of the Company at the end of the year
and the Loss of the Company for the year ended on 31.03.2025.
c) That they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with provisions of the Companies Act, 2013,
for safe-guarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d) That they have prepared the Annual Accounts on a going concern
basis.
e) That they have laid down internal financial controls to be folbwed
and that such financial controls are adequate and were operating effectively.
f) That they have devised proper systems to ensure compliance with the
provisions of all applicabb laws and that such systems were adequate and operating
effectively.
13] INSURANCE :
All the Vessels owned and operated by the Company and its subsidiary
have been insured for Hull & Machinery and Protection & Indemnity (P& I)
claims.
14] DIRECTORATE :
• Mrs. Maneesha S. Shah retires by rotation and being eligible,
offers herself for re-appointment. Members are requested to re-elect her as a Director.
• Mr. Mukund M. Honkan - Whole-Time Director' was appointed
by the Shareholders by Postal Ballot dated 27.06.2025 for three (3) years w.e.f.
01.04.2025.
The Company has formulated a Code of Conduct for Directors and Senior
Management Personnel and the same has been complied with.
The Code of Conduct for Directors and Senior Management is available on
the Company's website www.gbbaloffshore.in .
15] PERSONNEL:
The relations with Employees of the Company, have been cordial. Your
Directors wish to express their appreciatbn of the services rendered by devoted employees,
which has helped the Company sustain operations during extremely difficult bmes.
16] DEMATERIALISATION OF SHARES:
The Company's shares continue to be traded in Electronic Form. As
per Securities and Exchange Board of India (SEBI) requirement, as on the date of the
report, 100% of the shares held by the Promoters / Persons Acting in Concert category are
in Electronic Form.
17] ANNUAL RETURN :
Pursuant to the provisions of Section 134(3)(a) of the Companies Act,
2013, the Annual Return has been upbaded on the Company's website: www
alobaloffshore.in .
18] STATEMENT OF DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
The Independent Directors of the Company viz. Mr. Jisupriya
Guhathakurta, Ms. Smita D. Gaurand Mrs. Faisy Viju have given a declaration that they meet
the criteria of independence as provided in Sub-section (6) of Section 149 of the
Companies Act, 2013.
Further all Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Companies Act, 2013
19] NUMBER OF BOARD MEETINGS:
During the year under review Nine (9) Board Meetings were held as
detailed below:
(i) 30t” April, 2024, (ii) 29,h May, 2024, (ii)
09,h August, 2024 (iv) 16” October, 2024 (v) 30” October, 2024
(vi) 03rd January, 2025 (vii) 05”'
February, 2025, (viii) 10” February, 2025 and (ix) 27” March,
2025
20] BOARD EVALUATION:
Pursuant to the provisions of Section 178 of the Companies Act, 2013
and provision of SEBI (Listing Obligations and Discbsure Requirements), Regulatbns 2015,
the Company has put in place a framework for the evaluatbn of the Board, its Directors,
the Chairman and all the Committees, with the approval of the Nomination and Remuneration
Committee
The evaluations for the Directors, the Board and the Committees are
carried out through circulation of questbnnaires to the Independent Directors and the
Committees, respectively. The performance of the Board is assessed on select parameters
related to roles, responsibilities and obligations of the Board, rebvance of Board
discussions, attention to strategb issues, performance on key areas, providing feedback to
Executive Management and assessing the quality, quantity and timeliness
of flow of information between the Company Management and the Board. The evaluation
criteria for the Directors are based on their participation, contribution, offering
guidance to and understanding of the areas which were relevant to them in their capacity
as Members of the Board. The evaluation criteria for the Chairman of the Board, besides
the general criteria adopted for assessment of all Directors, focuses on leadership
abilities, effective management of meetings and preservation of the interest of
stakeholders. The evaluation of the Committees is based on the assessment of the clanty
with which the mandate of the Committee is defined, effective discharge of the terms and
reference of the Committees and assessment of effectiveness of contribution of the
Committee's deliberation / recommendations to the functioning / decisions of the
Board. The overall performance evaluation process was completed to the satisfaction of the
Board.
21] FAMILARISATION PROGRAMME FOR DIRECTORS :
At the time of appointment on the Board, each Independent Director is
issued a formal letter of appointment, which inter alia explains the role, function,
duties and responsibilities expected of him/her as a Director of the Company. All the
Directors have been provided with a deep insight into the business of the Company
including the working of the subsidiaries. Vessel-wise details have also been furnished to
them. The Directors have also received a detailed explanation on the Compliances required
from him/ her under the Companies Act, 2013, SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 and other relevant regulations and affirmation taken with
respect to the same.
22] DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES PROVIDED
UNDER SECTION 186 OF COMPANIES ACT 2013 :
The details of the Loans/Investment/Guarantees, during the year under
review is enclosed as Annexure A.
23] PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The details of contracts/arrangement with related parties are enclosed
as Annexure B.
24] STATEMENT ON DEVELOPMENT AND IMPLEMENTATION OF RISKS MANAGEMENT
POLICY:
Risk Management is a key aspect of the “Corporate Governance
Principles and Code of Conducf which aims to improve the governance practices across all
Company activities. Risk Management Policy and processes will enable the Company to
proactively manage uncertainty and changes in both internal and external environments in
an attempt to capitalize on opportunities and limit negative impacts.
The Risk Management Policy of the Company identifies, evaluates,
monitors and minimizes identifiable risks.
25] CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review, the Company did not undertake any CSR
activity. Kindly refer to Annexure C.
26] SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the year under review, there was no significant and material
order passed by Regulators or Courts or Tribunals impacting the future operations or the
“going concern” status of the Company.
After the year under review, the Hon'ble High Court in the U K has
passed an order against the Company concerning the enforcement of invalid and expired
Guarantees issued by the Company. This Order pertains to the Corporate Guarantees to the
tune of $13.50 million plus interest issued by the Company in favour of two (2) Special
Purpose Vehicle (SPVs) owned by a Chinese financial owner.
Despite having agreed to cancel the aforesaid Corporate Guarantees in
writing and absolve the Company of any potential liability, and the Company having filed
the expired Guarantees with the Reserve Bank of India as “null and void” the
Chinese owner through the aforesaid SPVs proceeded against the Company almost 2 years
alter expiry of the Guarantee.
The Company after evaluating various legal remedies available in
response to the Order, has applied for leave to appeal against the Order and is also
considering filing a counterclaim/criminal proceedings against the Chinese Company.
27] INTERNAL FINANCIAL CONTROL:
In the opinion of Board of Directors, there is adequate Internal
Financial Control with respect to the preparation and presentation of the Financial
statements which form a part of this Annual Report.
28] SECRETARIAL AUDITOR:
Pursuant to the Provisions of the Companies Act, 2013, subject to the
approval of the members at the ensuing AGM ,Mr. Rajkumar R Tiwari is appointed as
Secretarial Auditors for a period of five (5) years. Members are requested to appoint him
as Secretarial Auditors of the Company.
The Secretarial Auditor carried out the Secretarial Audit and submitted
his Report pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, enclosed as Annexure
D to the Directors' Report.
The Secretarial Auditor in his Compliance Report has made the following
two (2) observations:
1] The Company has paid fine of Rs.38,000 plus Rs.6,840 GST @18% Total
Rs.44,840 to Bombay Stock Exchange (BSE) for delayed submission of Secretarial Compliance
Report under Regulation 24A(2) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 within the
prescribed time period and also informed Stock Exchange of the corrective action initiated
in this regard.
2] The Company has paid fine of Rs.2,20,000 plus Rs.39,600 GST @18%
Total Rs.2,59,600 to Bombay Stock Exchange (BSE) for Delayed filing of Listing Application
with Exchange forthe allotment made on July 12, 2024 and July 15, 2024 as perthe SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/94 dated August 19, 2019 specifying the fines to
be imposed by the Stock Exchanges for noncompliance with certain provisions of SEBI (Issue
of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations”)
within the prescribed time period and also informed Stock Exchange of the corrective
action initiated in this regard.
The Board of Directors hereby clarifies that in the first instance,
though the Company had filed the PDF version of the Secretarial Compliance Report in time,
through oversight there was a slight delay in filing the XBRL version of the Secretarial
Compliance Report. In the second instance, there was a delay in filing the listing
application for listing of Equity Shares issued in the first preferential allotment of the
Company through oversight.
29] DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMENAT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been
set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary) are covered under the policy.
No sexual harassment complaint was received during the year.
30] VIGIL MECHANISM:
Pursuant to provisions of Section 173(10) of the Companies Act, 2013,
the Company has established Vigil Mechanism. The Vigil Mechanism Policy is posted at the
Company's website www.globabffshre.in
31] CORPORATE GOVERNANCE:
A separate report on Corporate Governance along with the Auditors'
Certificate on its compliance is given separately in the Annual Report.
32] CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO :
The required details are enclosed as Annexure E.
33] SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES :
During the year under review, there were no Companies which became a
subsidiary, joint venture or an associate Company.
34] DETAILS RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND EMPLOYEES:
The informatbn required under Section 197 read with Rub 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rubs, 2014 in respect of
empbyees of the Company and Directors is furnished as Annexure - F.
35] DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL / SR. MANAGEMENT
APPOINTED OR RESIGNED DURING THE YEAR:
There was no change in Key Managerial Personnel / Sr. Management during
the year.
36] STATUTORY INFORMATION AND OTHER DISCLOSURES:
No applicatbn has been made under the Insolvency and Bankruptcy Code.
The requirement to disclose the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with
their status as at the end of the financial year is “Not Applicable”;
The requirement to disclose the details of difference between amount of
the valuatbn done at the time of one-time settlement and the valuatbn done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is “Not
Applicabb".
37] ACKNOWLEDGEMENT:
The Board wishes to thank the Office of Directorate General of
Shipping, Mercantile Marine Department, Shipping Master, and The Indian Register of
Shipping, for their continued support and co-operation during the year.
ANNEXURE-A
Particulars of I oans, Guarantees and Investments made in Equity Shares
under Section 186 of Companies Act, 2013 during the Financial Year 01st April, 2024 to
31st March, 2025.
SR NO. |
DATE |
NAME OF PARTY |
LOAN |
GUARANTEE |
INVESTMENT IN EQUITY |
NIL |
ANNEXURE - B TO DIRECTORS' REPORT
FORM NO. AOC.2
Form for disclosure of particulars of contracts / arrangements entered
into by the Company with related parties referred to in sub- section(1) of section 188 of
the Companies Act, 2013 including certain arms length transactions under third proviso
thereto.
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act
and Rule 8(2) of the Companies (Accounts) Rules, 2014).
Sr.
No. |
Name of Related Party. |
Nature of Contract /
Arrangement/ Transaction. |
Am ount |
Salient Features. |
Date of Board approved. |
Amount paid as advance. |
Remarks. |
1 |
Garware Marine Industries Ltd. |
Availing of Ship Repair
Services |
Upto Rs. 3 00 cto res |
Ongoing Contract |
13.02.2024 |
NIL |
|
2 |
AdityaA. Garware. |
Receipt of Unsecured Loan by
the Company. |
Upto Rs.8.25 Crores. |
Interest rate payable by the
Company and the Repayment terms of loan shall be based on fund availability and mutual
aqreement. |
30.05.2023 |
NIL |
|
3 |
Garware Marine Industries Ltd. |
Receipt of Rent for Office
premises. |
Rs.20,000/- per month. |
¦ Area: 200 sq.ft.
• Rent: 1st year Rs.20,000/-. Thereafter increase in proportion of
rent payable under the said agreement.
• Du ration : 5 years with lock-i n period of 3 years
• Electricity and outgoing to be shared proportionately |
10.08.2023 |
NIL |
|
4 |
Universal Investment Services
Pvt. Ltd. |
Availing of Inter Corporate
Deposit. |
Upto Rs.5 Crores. |
• Rate of Interest at
prevailing market rate not exceeding 14% p.a.
• Duration 12 months; which may be extended mutually.
• Repayment by way of mufual convenience.
• First ranking pari passu charge on vessel M.V. kamet |
13.08.2021 |
NIL |
|
5 |
Mauve Trading and Investment Co.
Pvt. Ltd. |
-do - |
Upto Rs.5 Crores. |
Same as above. |
13.08.2021 |
NIL |
· |
6 |
Adsu Trading and Investment Co.
Pvt. Ltd. |
-do - |
Upto Rs.50 Lakhs. |
Same as above. |
13.08.2021 |
NIL |
· |
7 |
Faisy Viju. |
Consultancy Services related to
HR matters. |
Rs.3,000/- per hour. |
Payable as and when services
availed. |
14.02.2022 |
NIL |
Only enabling Resolution
taken. No services availed yet. |
Sr.
No. |
Name of Related Party. |
Nature of Contract /
Arrangement/ Transaction. |
Amount |
Salient Features. |
Date of Board approved. |
Amount paid as advance. |
Remarks. |
8 |
Garware Children Trust |
Deposit on call. |
1,61,50,000 |
• Rate of Interest at
prevailing market rate not exceeding 14% p.a.
• Duration 12 months; which may be extended mutually.
Repayment by way of mutual
convenience
• First ranking pari passu charge on the vessel M.V. kamet. |
05.02.2024 |
NIL |
NIL |
9 |
Arena Ship Management Re. Ltd. |
Availing of professional
service. |
Upto
USD1,50,000 |
As and when services are
availed. |
05.02.2024 |
NIL |
NIL |
10 |
Sitting Fees |
Amount Rs. in Lakhs |
|
Aditya A. Garware |
237 |
|
Maneesh Shah |
2.24 |
|
Faisy Viju |
1 99 |
|
J. Guhathakurta |
2.98 |
|
Smita D Gaur |
2.92 |
11 |
Consultancy Fees |
|
|
Aditya A. Garware |
100 20 |
12 |
Interest Charged |
|
|
Universal Investment Services
Pvt Ltd |
10.52 |
|
Mauve Trading Company Pvt Ltd |
37.50 |
|
Adsu Trading & Investment Co
Pvt Ltd |
3 58 |
ANNEXURE “C” TO DIRECTORS' REPORT.
REPORT ON CSR ACTIVITIES.
1 Brief outline on CSR Policy
of the Company |
The Company strives to
actively contribute to the Social and Economic development of the community in which it
operates. |
|
The Company will undertake
all or any of the activities specified in Schedule VII to the Companies Act, 2013 as
amended from time to time & other activities enumerated in its CSR policy. Kindly
refer CSR policy of the Company at www. gbbabffehore in |
2. Composition of CSR Committee:
Sr. No. Name
of Director |
Designation / Nature of
Directorship |
Number of meetings of CSR
Committee held during the year |
Number of meetings of CSR
Committee attended during the year |
i) Mr. M.M. Honkan |
Whole-Time Director |
NIL |
NIL |
ii) Mr. Jisupriya
Guhathakurta. |
Independent Director |
NIL |
NIL |
iii) Mrs. Faisy Viju |
Independent Director |
NIL |
NIL |
3 Provide the web-link where
Composition of CSR committee, CSR Policy and CSR projects approved by the board are
disclosed on the website of the company. |
www.globaloffshore.in |
4 Provide the details of Impact
assessment of CSR projects carried out in pursuance of subrule (3) of rule 8 of the
Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable (attach the
report). |
N.A. |
5 Details of the amount available
for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year,
if any. |
N.A |
Sr. No. Financial
Year Amount available for set-off from preceding financial years (in Rs) |
Amount required to be
set-off for the financial year, if any (in Rs). |
N.A. |
|
6. Average net profit
of the Company as per section 135(5). |
Rs. (366.72) Lakhs |
7. (a) Two
percent of average net loss of the company as per sectbn 135(5) |
Rs. (7.33) Lakhs |
(b) Surplus arising out of
the CSR projects or programmes or activities of the previous financial years. |
N.A. |
(c) Amount required to be
set off for the financial year, if any. |
N.A. |
(d) Total CSR obligation
forthe financial year (7a+7b-7c). |
N.A. |
8.(a) CSR amount spent or unspent for the financial year: Not
Applicable.
Total Amount
Spent for the Financial Year, (in Rs.) |
Amount Unspent
(in Rs.) |
Total Amount
transferred to Unspent CSR Account as per section 135(6). |
Amount
transferred to any fund specified under Schedule VII as per second proviso to section
135(5). |
| Amount. |
Date of transfer. |
Name of the Fund |
Amount. |
Date of transfer. |
Details of CSR amount spent against ongoing projects for the financial
year Not Applicable.
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
(10) |
(11) |
Sr. No. Name of the
project |
Item from the list of
activities in
schedule VII to theAct. |
Local
area
(Yes / No.). |
Location of the
project. |
Project
duration. |
Amount allocated for
the project (in Rs.). |
Amount spent in t h e
current financial Year (in Rs.). |
A Amount transferred
to unspent CSR account for the project as per section 135(6) (in Rs.). |
Mode of
implementation direct (Yes/No). |
Mode of
implementation through implementing agency |
| State. |
District |
Name |
CSR
Registration
Number. |
|
Details of CSR amount spent against other than ongoing projects
for the financial year Not Applicable.
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
Sr. No.
Name of the Project |
Item from the
list of activities in schedule VII to the Act. |
Local area (YesJ
No). |
Location of the project. |
Amount spent for
the project (in Rs.). |
Mode of
implementation Direct (Yes/No). |
Mode of implementation
-Through implementing agency. |
| State. District. |
Name. CSR registration
number. |
|
(d) Amount spent in Administrative Overheads . ·
(e) Amount spent on Impact Assessment, if applicable: ·
(f) Total amount spent for the Financial Year: · (8b+8c+8d+8e)
(g) Excess amount for set off, if any : Not Applicable
Sr. No. Particular |
Amount (in Rs.) |
(i) Two percent of average net
profit of the company as per section 135(5) |
· |
(ii) Total amount spent for
the Financial Year. |
· |
(iii) Excess amount spent for
the financial year [(ii)-(i)]. |
· |
(iv) Surplus arising out of
the CSR projects or programms or activities of the previous financial years, if any. |
· |
(v) Amount available for set
off in succeeding financial years [(iii)-(iv)] |
· |
(a) Details of Unspent CSR amount for the preceding three financial
years: Not Applicable.
Sr. No.
Preceding Financial Year. |
Amount
transferred to Unspent CSR Account under Section 135(6)
(in Rs.) |
Amount spent
in the Reporting Financial Year (in Rs.). |
Amount
transferred to any fund specified under schedule vii as per section 135(6), if any. |
Amount
remaining to be spent in succeeding financial years, (in Rs.) |
| Name of the Fund |
Amount (in Rs). |
Date of transfer. |
|
(b) Details of CSR amount spent in the financial year for ongoing
projects of the preceding financial year(s): Not Applicable.
(1) (2) |
(3) |
(4) |
(5) |
(6) |
(7) |
(8) |
(9) |
Sr. No. Project Id. |
Name of the project. |
Rnancial Year in which the
project was commenced. |
Project duration. |
Total amount allocated for
the project (in Rs.). |
Amount spent on the project
in the reporting financial Year (in Rs). |
Cumulative amount spent at
the end of reporting financial Year, (in Rs.) |
Status of the project
completed / ongoing. |
|
10. In case of creation or acquisition of capital asset, furnish the
details relating to the asset so created or acquired through CSR spent in the financial
year
(asset-wise details).
(a) Date of creation or
acquisition of the capital asset(s). |
N A |
(b) Amount of CSR spent for
creation or acquisition of capital asset |
N A |
(c) Details of the entity or
public authority or beneficiary under whose name such capital asset is registered, their
address etc. |
N A |
(d) Provide details of the
capital asset(s) created pr acquired (including complete address and location of the
capital asset). |
N A |
11. Specify the reason(s), if the company has failed to spend two
percent of the average net profit as per section 135(5): In view of losses incurred by the
Company, the Company did not spend on CSR.
ANNEXURE- DTP DIRECTORS' REPORT FORM NO. MR-3 SECRETARIAL
AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 * March, 2025
(Pursuant to Section 204(1) of the Companies Act, 2013 and rule No. 9
of the Companies Appointment and Remuneration of Managerial Personnel Rules, 2014)
To,
The Members,
Global Offshore Services Limited
3rd Floor, Prospect Chambers,
D N Road, Fort,
Mumbai- 400001.
I have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Global Offshore
Services Limited (CIN:L61100MH1976PLC019229) (hereinafter called “the
Company”). Secretarial Audit was conducted in a manner that provided me a reasonable
basis for evaluating the corporate conduct/statutory compliances and expressing my opinion
thereon.
Based on my verification of the Company's books, papers, minute books,
forms and returns filed and other records maintained by the company and also the
information provided by the Company, its officers, agents and authorized representatives
during the conduct of secretarial audit, I hereby report that in my opinion, the company
has, during the audit period covering the financial year ended on 31s*
March, 2025 complied with the statutory provisions listed hereunder and also that the
Company has proper Board-Processes and compliances- mechanism in place to the extent, in
the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns
filed and other records maintained by the Company for the financial year ended on 31st
March, 2025 according to the provisions of:
(i) The Companies Act, 2013 (“the Act”) including amendments
thereof and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (“SCRA'j and
the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the rules and
regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct
Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (“SEBI Act”):-
a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulatbns, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
d) The Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (Not Applicable to the Company during the
Audit period);
e) The Securities and Exchange Board of India (Issue and Listing of
Non- Convertible Securities) Regulations, 2021 (Not Applicable to the Company during
the Audit period);
f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client (Not Applicable to the Company during the Audit period);
g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021; (Not Applicable to the Company during the Audit period);
h) The Securities and Exchange Board of India (Buyback of Securities)
Regulatbns, 2018; (Not Applicable to the Company during the Audit period);
i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
(vi) Specific laws applicable as mentioned hereunder:
a) The Merchant Shipping Act, 1958;
I have also examined compliance with the applicable clauses of
Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India
with respect to Board and General Meetings under the provisbns of the Companies Act, 2013.
During the year under review the Company has complied with the
provisbns of the Act, Rubs, Regulations, Guidelines, Standards, etc. mentioned above
except for the folbwing observations:
The Company has paid fine of Rs.38,000 plus Rs.6,840 GST @18% Total Rs.
44,840 to Bombay Stock Exchange (BSE) for delayed submission of Secretarial Compliance
Report under Regulation 24A(2) of the Securities and Exchange Board of India (Listing
Obligations and Discbsure Requirements) Regulations, 2015 within the prescribed time
period and also informed Stock Exchange of the corrective actbn initiated in this regard.
The Company has paid fine of Rs.2,20,000 plus Rs. 39,600 GST @18% Total
Rs. 2,59,600 to Bombay Stock Exchange (BSE) for Delayed filing of Listing Application with
Exchange for the allotment made on July 12,2024 and July 15, 2024 as per the SEBI Circular
no. SEBI/HO/CFD/DIL2/ CIR/P/2019/94 dated August 19, 2019 specifying the fines to be
imposed by the Stock Exchanges for non-compliance with certain provisions of SEBI of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR
Regulations”) within the prescribed time period and also informed Stock Exchange of
the corrective action initiated in this regard.
I further report that
The Board of Directors of the Company is duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. The
Changes in the composition of the Board of Directors that took place during the year under
review were earned out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance,
and a system exists for seeking and obtaining further information and clarifications on
the agenda items before the meeting and for meaningful participation at the meeting.
Resolutions have been approved by majority while the dissenting
members', if any, views are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in
the company commensurate with the size and operations of the company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
I further report that during the year under review the Members of
the Company have approved following events:
a) Mr. Jisupriya Guhathakurta (DIN: 10306595) who was appointed as an
Additional Director in the capacity of an Independent Director with effect from 5th
February, 2024 was appointed as a Non-Executive Independent Director of the Company for a
period of five consecutive years till 4th February, 2029, and that he shall not be liable
to retire by rotation by passing Special Resolution dtd. 3rd May, 2024 by Postal Ballot
process conducted through remote e-voting.
b) Ms. Smita D. Gaur(DIN: 10564597) who was appointed as an Additional
Director in the capacity of an Independent Director with effect from 29th
March, 2024 was appointed as a Non-Executive Independent Director of the Company for a
period of five consecutive years till 28”' March, 2029, and that she shall not
be liable to retire by rotation by passing Special Resolution dtd. 3rd May, 2024 by Postal
Ballot process conducted through remote e-voting.
c) Issue of 6,69,660 Warrants, each convertible into an equivalent
number of Equity Shares of the Company of face value of Rs.10/-] each
(‘¦Warrants") [at a price of Rs.56/- (Rupees Fifty Six Only) per Warrant
('WARRANTS ISSUE PRICE”), aggregating to Rs.3,75,00,960 (Rupees Three Crores Seventy
Five Lakhs Nine Hundred Sixty only), which may be exercised in one or more tranches during
the period commencing from the date of Allotment of the Warrants until the expiry of 18
(Eighteen) Months to Promoters and their relatives and all eligible Allottee(s)]
(“PROPOSED PROMOTER ALLOTTES/ PROMOTER WARRANT HOLDERS”), by way of a
Preferential Issue by passing Special Resolution in the Extra-Ordinary General Meeting of
the Members of the Company held on Thursday, 30th May, 2024.
d) Issue 8,92,840 Warrants, each convertible into an equivalent number
of Equity Shares of the Company of face value of Rs.10/-j each (“Warrants") [at
a price of Rs.56/- (Rupees Fifty Six Only) per Warrant (‘WARRANTS ISSUE PRICE”),
aggregating to Rs.4,99,99,040 (Rupees Four Crores Ninety Nine Lakhs Ninety Nine Thousand
Forty only), which may be exercised in one or more tranches during the period commencing
from the date of Allotment of the Warrants until the expiry of 18 (Eighteen) Months to the
Non Promoters and all eligible Allottee(s)] (“PROPOSED NON-PROMOTER ALLOTTES/
NON-PROMOTER WARRANT HOLDERS”), by way of a Preferential Issue by passing Special
Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on
Thursday, 30th May, 2024.
e) Increase in the Authorised Share capital from INR 35,00,00,000/-
(Indian Rupees Thirty Five Crores Only) divided into 3,20,00,000 (Three Crores Twenty
Lakhs) equity shares of INR 10/- (Indian Rupees Ten Only), 1,50,000 (One Lakh Fifty
Thousand) cumulative convertible preference shares of Rs.100/- (Rupees Hundred Each) and
1,50,000 (One Lakh Fifty Thousand) cumulative Redeemable Preference Shares of Rs
100/-(Rupees Hundred Each) each to INR 50,00,00,000/- (Indian Rupees Fifty Crores Only)
divided into 4,70,00,000 (Four Crore Seventy Lakhs) equity shares of INR 10/- (Indian
Rupees Ten Only) each, 1,50,000 (One Lakh Fifty Thousand) cumulative convertible
preference shares of Rs 100/-(Rupees Hundred Each) and 1,50,000 (One Lakh Fifty Thousand)
cumulative Redeemable Preference Shares of Rs 100/-(Rupees Hundred Each) each by creation
and addition of additional 1,50,00,000 (One Crore Fifty Lakh) equity shares of INR 10/-
(Indian Rupees Ten Only) each and consequently the existing Capital Clause IV(a) of the
Memorandum of Association of the Company was altered and substituted with new Clause IV(a)
by passing Ordinary Resolution in the Extra-Ordinary General Meeting of the Members of the
Company held on Monday, 11th November, 2024.
f) Issue of 4,30,000 Warrants, each convertible into an equivalent
number of Equity Shares of the Company of face value of Rs.10/- each
(‘Warrants") [at a price of Rs.92/- (Rupees Ninety Two Only) per Warrant
(“WARRANTS ISSUE PRICE"), aggregating to Rs.3,95,60,000/- (Rupees Three Crore
Ninety Five Sixty Thousand), warrants may be exercised in one or more tranches during the
period commencing from the date of Allotment of the Warrants until the expiry of 18
(Eighteen) Months to Promoters and all eligible Allottee(s)] ('PROPOSED PROMOTER ALLOTTES
/ PROMOTER WARRANT HOLDERS”), by way of a Preferential Issue by passing Special
Resolution in the Extra-Ordinary General Meeting of the Members of the Company held on
Monday, 11th November, 2024.
g) Issue of 69,29,750 Equity Shares of Rs. 10/- each and 3,39,500
Warrants, each convertible into an equivalent number of Equity Shares of the Company of
face value of Rs 10/-] each (“Warrants”) [at a price of Rs 92/- (Rupees Ninety
Two Only) per Share and per Wanant (SHARE AND WARRANTS ISSUE PRICE”), aggregating to
Rs. 66,87,71,000 (Sixty Six crores eighty seven lakhs seventy one thousand ), which may be
exercised in one or more tranches during the period commencing from the date of Allotment
of the Warrants until the expiry of 18 (Eighteen) Months to Non Promoters and all eligible
Allottee(s)] (“PROPOSED NON-PROMOTER ALLOTTES/ NON-PROMOTER SHARES AND WARRANT
HOLDERS”), by way of a Preferential Issue by passing Special Resolution in the
Extra-Ordinary General Meeting of the Members of the Company held on Monday, 11th
November, 2024.
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five consecutive years till 9th January, 2030 not be liable to retire
by rotation by passing Special Resolution in the Extra-Ordinary General Meeting of the
Members of the Company held on Wednesday, 05th March, 2025.
i) Approval of Variation in terms of the objects of the Preferential
Issue (i.e. issue of 69,29,750 equity shares to non-promoters and 7,69,500 warrants
convertible into equity shares of the Company on preferential basis to certain identified
promoters and non-promoters) as duly approved by the members by way of Special resolution
dated November 11,2024, by passing Special Resolution in the Extra Ordinary General
Meeting of the Members of the Company held on Wednesday, 05th March, 2025.
I further report that during the audit period there were no
instances of (i) Public/ Rights issue of Shares/Debentures / Sweat Equity, (ii) Buy-back
of securities, (iii) Redemption of Preference shares/ Debentures, (iv)
Merger/Amalgamation/ reconstruction etc.(v) Foreign technical collaborations.
Annexure-A
To,
The Members,
Global Offshore Services Limited
3rd Floor, Prospect Chambers,
D N Road, Fort,
Mumbai- 400001.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. My responsibility is to express an opinion on these secretarial
records based on my audit.
2. I have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test bases to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3. I have not verified the correctness and appropriateness of financial
records and Books of Accounts of the Company.
4. Where ever required, I have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The Compliance of the Provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. My examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the Company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
ANNEXURE - E TO DIRECTORS' REPORT
STATEMENT REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO AS REQUIRED UNDER CLAUSE (M) OF SUB-SECTION (1) OF
SECTION 134 OF THE COMPANIES ACT, 2013INTHECOMPANIES (ACCOUNTS) RULES, 2014.
Item No. Particulars |
Remark / Amount |
A CONSERVATION OF
ENERGY |
|
(a) Steps taken and impact on
conservation of Energy. |
Being a Shipping Company,
taking of energy conservation steps does not arise and the impact is not Applicable. |
(b) Steps taken by the
Company for utilizing alternate sources of energy. |
NIL |
(c) The capital investment on
energy conservation on equipment's. |
NIL |
B TECHNOLOGY ABSORPTION |
|
(i) Efforts made towards
technobgy absorption. |
NIL |
(ii) Benefits derived like
Product improvement, cost reduction, product development or import substitution etc. |
NIL |
(iii) In case of imported
technobgy (imported during the last 5 years reckoned from the beginning of the financial
year) following information may be furnished. |
NIL |
a) Technology Imported. |
- |
b) Year of Import. |
- |
c) Has technobgy been fully
absorbed? |
- |
d) If not fully absorbed, Areas
where absorptbn has not taken place and reasons thereof. |
- |
(iv) Expenditure on R
& D |
NIL |
C FOREIGN EXCHANGE EARNINGS
AND OUTGO |
|
(a) Foreign exchange earned in
terms of actual inflow (on account of charter hire earnings and interest etc.). |
Rs. 1,849.62 Lakhs |
(b) Foreign exchange outgo
in terms of actual outflow. Operating expenses and interest payment etc. |
Rs 423 84 Lakhs |
ANNEXURE - FTP DIRECTORS' REPORT
Information pursuant to Section 197 of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.
i] The ratio of the remuneration of each Director to the median
remuneration of the empbyees of the Company for the financial year 2024
2025:
Name of Director. |
Ratio of remuneration to
median remuneration of Employees. |
Mr. M. M. Honkan - Whole Time
Director |
4 87:1 |
The percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary in the financial year
2024-2025:
Name of Key Managerial
Personnel: |
% increase in remuneration
in the financial year. |
Mr. M. M. Honkan - Whole Time
Director |
0% |
Mr. A. C. Chandarana - Company
Secretary, President - Legal & Admin. |
0% |
Mr. P. S. Shah - Chief
Financial Officer. |
0% |
The percentage increase in the median remuneration of employees in the
financial year: On an annualized basis is 15%.
iv] The number of permanent employees on the rolls of Company : 16 (as
on 31 st March, 2025).
v] Average percentile increase already made in the salaries of
employees other than the Managerial personnel in the last financial year and its
comparison with the percentile increase in the Managerial remuneration and justification
thereof and any exceptional circumstances if any, for increase in the managerial
remuneration : Average increase : 6%.
vi] Affirmation that the remuneration is as per the Remuneration Policy
of the Company.
The Company affirms that remuneration is as per the Remuneration Policy
of the Company.
vii] Details of top ten (10) empbyees in terms of remuneration drawn
during the financial year 2024-25.
Sr.
No. |
Name of Employee & Designation. |
Salary drawn during the
year Rs. in lakhs |
Remarks |
1. |
Mr. V.P. Mohile - President
-Technical - (Part of the year). |
24 02 |
Mr Mohile resigned during the
year. |
2. |
Mr. K. S. Dave - President
(Commercial) |
53.83 |
|
3 |
Mr. M. M. Honkan - Whole-Time
Director |
5262 |
|
4 |
Mr. A. C. Chandarana -
Company Secretary - President - Legal & Admin. |
48.63 |
|
5 |
Mr. S. Kanwar - President -
Operations & HSSE |
45.14 |
|
6. |
Mr. P. S. Shah - Chief
Financial Officer. |
45.57 |
|
7. |
Mr. P. T. Malap - General
Manager - Accounts |
15.65 |
|
8. |
Mr. M. S. Kudalkar - Senior
Manager-HR & Admin. |
11.90 |
· |
9 |
Ms. Sarita Desa - Manager -
Business Development. |
10.62 |
· |
10 |
Mr A U More - Manager
Technical |
16 15 |
· |
Statement of particulars of empbyees pursuant to the provisions of
Section 197(12) of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
There is no empbyee whose salary exceeded Rs.8.50 Lakhs per month or
Rs.1.02 Crore p.a.