Global Offshore Services Ltd Directors Report.

FOR THE YEAR ENDED 31ST MARCH, 2021 TO,

the members,

Your directors present their report as under:

1] FINANcIAL REsuLTs:

Rs. in Crores

particulars Year ended March 31,2021 Year ended March 31,2020
Income from Operations 61.20 70.80
Other Income 0.49 0.91
Gross Income 61.69 71.71
Expenses for the period 45.83 48.63
Earnings Before Interest, Taxes, depreciation and Amortization (EBITDA). 15.86 23.08
Finance cost 17.94 24.25
Depreciation 26.41 24.32
(Loss) / Profit Before Tax (28.49) (25.49)
Exceptional Items 11.82 (41.23)
(Loss) / Profit Before Tax (16.67) (66.72)
Provision for Taxation
Current Tax 0.55 0.83
Tax for earlier (credit) (written back)/provision - (2.72)
Net (Loss) / Profit After Tax (17.22) (64.83)
Add : Balance of Profit /(loss) brought forward from previous year. (145.06) (80.22)
Balance Carried forward (162.28) (145.06)

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 operations for the year ended 31.03.2021 stood at Rs.61.20 crores, as against Rs.70.80 crores for the previous year (a reduction of approximately 14%). The decrease in the revenue was mainly as a result of one of the vessels lying idle for approximately 6 months, after which she was deployed on "Bareboat Charter" basis - which translates into lower Revenue as also no operating costs. Other Income for the year stood at Rs. 0.49 crore as against Rs. 0.91 crore in the previous year, comprising of interest on Bank deposits and interest on an Income Tax Refund.

The Expenses for the year stood at Rs.45.83 crores as against Rs.48.63 crores (a reduction of approximately 6%). As a result, EBIDTA for the year fell to Rs.15.86 crores from Rs.23.08 crores for the previous year. Financial Charges for the year were Rs.17.94 crores as against Rs.24.25 crores for the previous year (a reduction of approximately 26%) in view of the reduction in utilization of Bank limits, and the reduction in USD Libor. Depreciation for the year stood at Rs. 26.41 crores as against Rs.24.32 crores for previous year. The Exceptional item of Rs. 11.82 crores for the year comprised of Foreign Exchange gain on translation of long term forex loans. The same figure for the previous year was a Loss of Rs. 41.23 crores. As a result, the Net Loss for the year ended 31.03.2021 stood at Rs. 17.22 crores as against Rs.64.83 crores for the previous year.

3] operations:

During the year under review :

i) M.V. Kamet, M.V. Mana and M.V. Mahananda continued to work on term contracts on the West Coast and East Coast of India.

ii) M.V. Poorna continued to work on a term contract till January 2021 and thereafter secured a contract on the West Coast of India.

iii) M.V. Meghna was idle from mid April 2020 to mid October 2020 and thereafter was to be deployed on a bareboat contract for upto one year. However, in view of continuous defaults in obligations by the Charterer, the Company has repossessed the Vessel in June 2021 (after the end of F.Y 2021) and thereafter, immediately deployed her on a time charter contract with a different counter party.

iv) M.V. Lachung was on a long-term contract till July, 2020. Thereafter the Vessel worked on two "back to back" term contracts till April 2021.

The Shareholders are aware that in January 2017, State Bank of India (SBI) - the major term lender - classified the Companys account as a Non Performing Asset (NPA), and converted all the loans outstanding (originally disbursed in US $) into Indian Rupees (INR), which has not been accepted by the Company.

The Company understands that a proposal of Assignment of the outstanding debt payable to State Bank of India (SBI) has been made and is under active consideration. This entire process has taken longer than anticipated especially in view of the Covid 19

pandemic and the effect it has had on the Oil and Gas Industry.

With regard to the Working Capital limits sanctioned by Punjab National Bank (PNB) (the erstwhile United Bank of India), the same were reduced to Rs. 12.19 crores (from Rs. 23.82 crores). In spite of the difficulties faced, the Company has been able to maintain "regularity" of the Account and has repaid the USD based Working Capital limits completely. The total utilization of limits stood as on date of this report at Rs. 7.06 crores.

With regard to the unsecured loan availed from Axis bank Limited, the Company is in discussion with the bank to arrive at a settlement on the same.

4] IMPACT OF PANDEMIC COVID 19 ON OFFSHORE INDUSTRY:

The impact of Covid-19 on energy markets during mid 2020 was stark, with oil demand falling a staggering 17m bpd across Q2 and Brent Prices falling below $30/bbl (on one particular day Oil traded at negative values!!). Across 2020, Brent Prices averaged $41.3/bbl, down 36% y-o-y. By end 2020, global oil demand had recovered to 95.1m bpd, with supply estimated at 93.1m bpd and relative stability returned to the oil market. order was restored by a substantial oPEC+ supply cut and falling shale output. However, demand is still down 7% y-o-y and is fragile given Covid 19 restrictions. Oil prices exceeded $60/bbl by early-February, marginally up from a year earlier. However, this is yet to translate into higher charter rates for offshore Support Vessels.

5] DIvIDEND:

In view of the losses incurred for the year, your Directors regret their inability to recommend any Dividend.

6] Future EXpANsION And OuTLOOK:

The OSV sector finds itself in a weakened position following the onset of Covid 19, with demand already close to the lows seen during the last downturn. Although 2021 may eventually offer marginal demand improvement (projected utilization at end 2022 is likely to be 62%), the sector is likely to face continued challenges. Though a slow contraction of the OSV fleet size is likely to continue, it is unlikely that this will be enough to have a significant effect on the supply/demand balance.

7] subsidiary / wholly OWNED subsIDIARY:

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

a) Global Offshore services B.v. - The Netherlands (GOsBv):

GoSBV continues to go through a turbulent phase amidst the falling demand for Assets in the offshore market.

The revenue from operations for the year was USD 2.20 Mn (Previous Year USD 6.79 mn). other Income during year was USD 0.46 mn as against 0.63 mn. Exceptional item stood at USD 50.93 mn as opposed to USD 19.26 mn for the previous year. The profit recorded for the year ended 31st March, 2021 was USD 46.73 mn as against loss of USD 41.09 mn. The profit is due to the exceptional item of write back of loan and interest previously provided.

The restructuring of loan of one of the Vessels was completed. Two (2) Vessels taken on bareboat basis were returned back to their owners. The Subsidiary is in discussions with these owners to absolve themselves of all liabilities.

b) Garware Offshore International services Pte. Ltd. - singapore (GOisPL):

The Companys wholly owned subsidiary GoISPL based in Singapore had Nil operating income. other income during the year was USD 0.078 mn as against 0.133 mn for the previous year, mainly as a result of write back of certain expenses. The Company has made a loss of USD 0.038 mn as against a loss of USD 0.07 mn in the previous year.

There was no activity in GoISPL during the year. The Company is seeking opportunities of revenue generation and aggressively pursuing for recovery of outstanding debts, while at the same time trying to minimize costs.

No qualifications are made by the Auditors in the Consolidated Auditors Report to the shareholders. however, the Auditor has laid Emphasis of Matter on the following ‘:

a] Out of the Foreign Currency Term Loans (FCTL) for Acquisition/ Modification of vessels, an amount of Rs.37,763.93 lakhs are due to State bank of India (SBI). on account of the default in repayment of installment due and interest, SBI has treated the same as a non Performing Assets. Subsequently, the bank converted FCTL into rupee loans and proposes to charge higher interest rate. The Company has not accepted the switchover of the loans into rupees and is continuing to provide interest as per the original terms, the amount of interest on rupee loan is not quantifiable. management view :

The Company has not accepted the switchover of the said loans from USD to INR and continues to provide interest as per original terms inspite of recent judgments at various fora which strengthen the Companys view that the said Loans and Interest are not payable. Furthermore, gain / (loss) in translation due to fluctuation in Forex rate has been provided for.

b] The net worth in the financial statements of Garware Offshore International Services Pte. Limited has been eroded and is negative Rs. 2,039.71 lakhs, which may cast significant doubt on the companys ability to continue as a going concern.

management view :

Garware offshore International Services Pte. Ltd. (GoISPL) presently has no business activity. Recurring costs have been minimised to the maximum extent possible. GoISPL is pursuing recovery of outstanding debts.

c] The net worth in the financial statements of Global Offshore Services B.V has also been eroded and is negative Rs. 24,565.91 lakhs. As per explanation and information given by the management, there is a restructuring plan initiated with the bank which has not been finalized. On account of this fact, this subsidiary is continued to be treated as going concern.

Management view:

There has been a write back of loan liability and outstanding interest of Global offshore Services B.V. which has effectively reduced the negative net worth from Rs. 603.55 crores in the previous year to Rs.245.66 crores in the current year, which signifies an improvement in Net worth of Rs.357.89 crores. Further write backs of Principal and Interest are also being foreseen. The Company continues to own and operate one Vessel.

d] We draw attention to Note 27(ii) regarding the Companys subsidiary, Global offshore Services BV, has not provided interest on loans to the extent of Rs.1,725.64 lakhs, in view of ongoing discussion with the said Lenders and advice received that these amount may not be payable.

Management view:

In view of the ongoing restructuring exercise in the Company, and in view of the fact that the Company has fully provided interest up to the value of the Guarantee provided to the lenders by GoSL, it has been decided to provide for the interest (if required) as and when the restructuring discussions are over and the amount "crystallised". In any case no action has been taken by the said lenders for over 3 years and the Vessels have since been sold.

8] VOLUNTARY DE-LISTING OF EQUITY SHARES OF THE COMPANY FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NsE):

The board of Directors at its meeting held on 11.11.2020 resolved to Voluntarily delist Equity Shares of the Company from national Stock Exchange of India (NsE).

In compliance of the following requirements viz :

i) Chapter III- Voluntary Delisting Regulations 6(i)(d) of Securities Exchange board of India (Delisting of Equity Shares) Regulations, 2009 as amended from time to time (" Delisting Regulations") ; and

ii) A condition laid down in letter No. NSE/LIST/0197 dated 01.03.2021 of the NsE;

the Company hereby discloses that the Equity Shares of the Company are delisted from the National Stock Exchange (NSE).

NSE vide its aforesaid letter informed that the trading in the Securities (Equity) of the Company would be suspended w.e.f. closing hours of trading on 12.03.2021. Further the dealings in the security would be withdrawn (delisted) w.e.f. march 22, 2021, subject to the following condition:

The Company will redress the Investors Grievances (if any) for a minimum period of one year from the date of delisting.

The Companys Equity Shares continue to be listed on Bombay Stock Exchange limited (BSE limited).

9] LIsTING FEEs TO sTOck EXcHANGE:

The Company has paid the listing Fees for the year 2021-22 to BSE limited.

10] 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".

11] responsibility statement:

The Directors confirm:

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

b) That they have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the State of Affairs of the Company at the end of the year and the Loss of the Company for the year ended on 31.03.2021.

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 followed 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 applicable laws and that such systems were adequate and operating effectively.

12] 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.

13] 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.

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 Companys website www.globaloffshore.in.

14] AUDITORS:

messrs. D. Kothary & Co. were appointed as Statutory Auditors of the Company for a period of 5 years from the conclusion of 39th Annual General meeting held on 28th September, 2017 till the conclusion of 44th Annual General meeting.

There are no Qualifications in the Auditors Report. However, the Auditors have enumerated "Emphasis of Matter" for the attention of the Shareholders which have been dealt with by the management.

As regards observations of the Auditors in the Annexure A to the Auditors Report, the Board of Directors clarify as follows :

1] Clause ii(a) of Annexure A to the Auditors Report regarding verification of the physical inventory:

The Board clarifies that Management representatives on the Vessels have carried out the physical verification of the inventories and the same have been confirmed by them. The Auditors have relied on the report of Management since it is impractical for them to carry out physical verification of the inventory as this would also have led to a substantial loss of charter hire, which is something the Company cannot afford.

15] PERSONNEL:

The relations with Employees of the Company, both on-Shore and Floating Staff have been cordial. Your Directors wish to express their appreciation of the services rendered by the devoted employees, which has helped the Company to continue operations during these extremely difficult times.

16] DEMATERIALISATION OF SHARES:

The Companys shares continue to be traded in Electronic Form. As per Securities and Exchange board of India (SEBI) requirement, 100% of the shares held by the 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 uploaded on the Companys website: www.globaloffshore.in .

18] statement of declaration given by independent directors:

The Independent Directors of the Company viz. Mt A.K. Thanavala, Mt S. Y mulani and 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. Mr. S.Y. Mulani and Mrs. Faisy Viju also appeared for and passed the online proficiency self assessment test for independent directors data bank.

19] number of board MEETINGS:

During the year under review, 6 Board meetings were held as detailed below:

(i) 30th June, 2020,

(ii) 11th August, 2020,

(iii) 14th September, 2020

(iv)11th November, 2020

(v) 16th December, 2020 and

(vi) 09th February, 2021.

20] BoARD EvALuATioN:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and provision of SEBI (Listing obligations and Disclosure Requirements), Regulations 2015, the Company has put in place a framework for the evaluation 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 is carried out through circulation of questionnaires for the Directors, for the Board, for the Chairman of the Board and the Committees, respectively. The performance of the Board is assessed on select parameters related to roles, responsibilities and obligations of the board, relevance of board discussions, attention to strategic 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 is 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 clarity 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 Committees 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 is 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 Conduct" which aims to improve the governance practices across all Company activities. Risk management policy and processes will enable the Company to proactively manage uncertainty and changes in both internal and external environments in an attempt to capitalize on opportunities and limit negative impacts.

The risk management policy of the Company identifies, evaluates, monitors and minimises 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:

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.

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:

The board has appointed Mt Rajkumar Tiwari, FCS as Secretarial Auditor.

The Secretarial Auditor carried out 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.

In his Report, the Secretarial Auditor has given the following observation:

1) On verification of Corporate Governance Report submitted by the company for the quarter ended March 31, 2020 it was observed that the company had not complied with regulation 19(1)/(2) of Listing Obligations and Disclosure Requirements Regulations, 2015 for which National Stock Exchange of India Limited (NSE) Levied a fine of Rs. 21,240/- vide e-mail dated 03rd July, 2020.

Further the Company had paid the fine within the prescribed time period and also informed Stock Exchange of the corrective action initiated in this regard.

The Board clarifies that :

Upon the resignation of Mt J. C. Chopra, member of Nomination & Remuneration Committee (N & R Comm), the Company was in the process of appointing another member to the N & R Comm by 10th january, 2021. However, in view of the latest requirement of the Companies Act, 2013 and rules made thereunder which mandates registration of Independent Director as also passing of the Exam for qualifying as Independent Director, it became extremely difficult for Company to appoint another member within the required time. however, after rigorous search, the Company appointed mrs. Faisy Viju as member of N & R Comm w.e.f. 10/01/2020.

29] 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 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 complaints were received during the year.

30] corporate governance:

A separate report on Corporate Governance along with the Auditors Certificate on its compliance is given separately in the Annual Report.

31] conservation OF ENERGY, technology absorption, FOREIGN exchange EARNINGS AND outgo:

The required details are enclosed as Annexure E.

32] subsidiaries, JOINT venture OR associate companies :

During the year under review, there were no Companies which became or ceased to be a subsidiary, joint venture or an associate Company.

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

The information required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished as Annexure - F.

34] DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL / SR. MANAGEMENT APPOINTED OR RESIGNED DURING THE YEAR:

There was no change in Directors and Key Managerial Personnel during the year.

35] ACKNOWLEDGEMENT:

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

By order of the Board
Sd/-
Place : mumbai ADITYA A. GARWARE
Dated : 13th August, 2021. CHAIRMAN
DIN: 00019816