FOR THE YEAR ENDED 31ST MARCH 2021 TO
Your directors present their report as under:
1] FINANcIAL REsuLTs:
| || |
Rs. in Crores
|particulars ||Year ended March 312021 ||Year ended March 312020 |
|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 therequirements of the Indian Accounting Standard (IND AS). The impact of the IND AS isstated in the Notes to the Accounts.
Income from operations for the year ended 31.03.2021 stood at Rs.61.20 crores asagainst Rs.70.80 crores for the previous year (a reduction of approximately 14%). Thedecrease in the revenue was mainly as a result of one of the vessel's lying idle forapproximately 6 months after which she was deployed on "Bareboat Charter" basis- which translates into lower Revenue as also no operating costs. Other Income for theyear stood at Rs. 0.49 crore as against Rs. 0.91 crore in the previous year comprising ofinterest 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 (areduction of approximately 6%). As a result EBIDTA for the year fell to Rs.15.86 croresfrom Rs.23.08 crores for the previous year. Financial Charges for the year were Rs.17.94crores 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 forprevious year. The Exceptional item of Rs. 11.82 crores for the year comprised of ForeignExchange gain on translation of long term forex loans. The same figure for the previousyear was a Loss of Rs. 41.23 crores. As a result the Net Loss for the year ended31.03.2021 stood at Rs. 17.22 crores as against Rs.64.83 crores for the previous year.
During the year under review :
i) M.V. Kamet M.V. Mana and M.V. Mahananda continued to work on term contracts on theWest Coast and East Coast of India.
ii) M.V. Poorna continued to work on a term contract till January 2021 and thereaftersecured 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 tobe deployed on a bareboat contract for upto one year. However in view of continuousdefaults in obligations by the Charterer the Company has repossessed the Vessel in June2021 (after the end of F.Y 2021) and thereafter immediately deployed her on a timecharter contract with a different counter party.
iv) M.V. Lachung was on a long-term contract till July 2020. Thereafter the Vesselworked on two "back to back" term contracts till April 2021.
The Shareholders are aware that in January 2017 State Bank of India (SBI) - the majorterm lender - classified the Company's account as a Non Performing Asset (NPA) andconverted 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 payableto State Bank of India (SBI) has been made and is under active consideration. This entireprocess 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) (theerstwhile United Bank of India) the same were reduced to Rs. 12.19 crores (from Rs. 23.82crores). 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 limitscompletely. The total utilization of limits stood as on date of this report at Rs. 7.06crores.
With regard to the unsecured loan availed from Axis bank Limited the Company is indiscussion 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 demandfalling a staggering 17m bpd across Q2 and Brent Prices falling below $30/bbl (on oneparticular 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 withsupply estimated at 93.1m bpd and relative stability returned to the oil market. order wasrestored by a substantial oPEC+ supply cut and falling shale output. However demand isstill 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 totranslate into higher charter rates for offshore Support Vessels.
In view of the losses incurred for the year your Directors regret their inability torecommend any Dividend.
6] Future EXpANsION And OuTLOOK:
The OSV sector finds itself in a weakened position following the onset of Covid 19with demand already close to the lows seen during the last downturn. Although 2021 mayeventually offer marginal demand improvement (projected utilization at end 2022 is likelyto be 62%) the sector is likely to face continued challenges. Though a slow contractionof the OSV fleet size is likely to continue it is unlikely that this will be enough tohave 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 besubsidiary / joint venture or associate Company. The Company has two Subsidiaries asdetailed below:
a) Global Offshore services B.v. - The Netherlands (GOsBv):
GoSBV continues to go through a turbulent phase amidst the falling demand for Assets inthe 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 USD50.93 mn as opposed to USD 19.26 mn for the previous year. The profit recorded for theyear ended 31st March 2021 was USD 46.73 mn as against loss of USD 41.09 mn. The profitis due to the exceptional item of write back of loan and interest previously provided.
The restructuring of loan of one of the Vessel's was completed. Two (2) Vessels takenon bareboat basis were returned back to their owners. The Subsidiary is in discussionswith these owners to absolve themselves of all liabilities.
b) Garware Offshore International services Pte. Ltd. - singapore (GOisPL):
The Company's wholly owned subsidiary GoISPL based in Singapore had Nil operatingincome. other income during the year was USD 0.078 mn as against 0.133 mn for the previousyear mainly as a result of write back of certain expenses. The Company has made a loss ofUSD 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 opportunitiesof revenue generation and aggressively pursuing for recovery of outstanding debts whileat the same time trying to minimize costs.
No qualifications are made by the Auditors' in the Consolidated Auditors' Report to theshareholders. however the Auditor has laid Emphasis of Matter on the following :
a] Out of the Foreign Currency Term Loans (FCTL) for Acquisition/ Modification ofvessels an amount of Rs.37763.93 lakhs are due to State bank of India (SBI). on accountof the default in repayment of installment due and interest SBI has treated the same as anon Performing Assets. Subsequently the bank converted FCTL into rupee loans and proposesto charge higher interest rate. The Company has not accepted the switchover of the loansinto rupees and is continuing to provide interest as per the original terms the amount ofinterest on rupee loan is not quantifiable. management view :
The Company has not accepted the switchover of the said loans from USD to INR andcontinues to provide interest as per original terms inspite of recent judgments at variousfora which strengthen the Company's view that the said Loans and Interest are not payable.Furthermore gain / (loss) in translation due to fluctuation in Forex rate has beenprovided for.
b] The net worth in the financial statements of Garware Offshore International ServicesPte. Limited has been eroded and is negative Rs. 2039.71 lakhs which may castsignificant doubt on the company's ability to continue as a going concern.
management view :
Garware offshore International Services Pte. Ltd. (GoISPL) presently has no businessactivity. Recurring costs have been minimised to the maximum extent possible. GoISPL ispursuing recovery of outstanding debts.
c] The net worth in the financial statements of Global Offshore Services B.V has alsobeen eroded and is negative Rs. 24565.91 lakhs. As per explanation and information givenby the management there is a restructuring plan initiated with the bank which has notbeen finalized. On account of this fact this subsidiary is continued to be treated asgoing concern.
There has been a write back of loan liability and outstanding interest of Globaloffshore 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 whichsignifies an improvement in Net worth of Rs.357.89 crores. Further write backs ofPrincipal and Interest are also being foreseen. The Company continues to own and operateone Vessel.
d] We draw attention to Note 27(ii) regarding the Company's subsidiary Global offshoreServices BV has not provided interest on loans to the extent of Rs.1725.64 lakhs inview of ongoing discussion with the said Lenders and advice received that these amount maynot be payable.
In view of the ongoing restructuring exercise in the Company and in view of the factthat the Company has fully provided interest up to the value of the Guarantee provided tothe lenders by GoSL it has been decided to provide for the interest (if required) as andwhen the restructuring discussions are over and the amount "crystallised". Inany case no action has been taken by the said lenders for over 3 years and the Vesselshave since been sold.
8] VOLUNTARY DE-LISTING OF EQUITY SHARES OF THE COMPANY FROM NATIONAL STOCK EXCHANGE OFINDIA LIMITED (NsE):
The board of Directors at its meeting held on 11.11.2020 resolved to Voluntarily delistEquity 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 ofIndia (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 fromthe National Stock Exchange (NSE).
NSE vide its aforesaid letter informed that the trading in the Securities (Equity) ofthe Company would be suspended w.e.f. closing hours of trading on 12.03.2021. Further thedealings in the security would be withdrawn (delisted) w.e.f. march 22 2021 subject tothe following condition:
The Company will redress the Investors' Grievances (if any) for a minimum period of oneyear from the date of delisting.
The Company's Equity Shares continue to be listed on Bombay Stock Exchange limited (BSElimited).
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 theCompanies Act 2013 and hence the details relating to deposits and details which are notin 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 standardshave been followed and that no material departures (save and except as stated in theDirectors' Report) have been made from the same.
b) That they have selected such Accounting Policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the State of Affairs of the Company at the end of the year and the Loss of theCompany for the year ended on 31.03.2021.
c) That they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with provisions of the Companies Act 2013 forsafe-guarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
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 suchfinancial controls are adequate and were operating effectively.
f) That they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
All the Vessels owned and operated by the Company and its subsidiary have been insuredfor Hull & machinery and Protection & Indemnity (P & I) claims.
mrs. maneesha S. Shah retires by rotation and being eligible offers herself forre-appointment. members are requested to re-elect her as a Director.
The Company has formulated a Code of Conduct for Directors and Senior ManagementPersonnel and the same has been complied with. The Code of Conduct for Directors andSenior management is available on the Company's website www.globaloffshore.in.
messrs. D. Kothary & Co. were appointed as Statutory Auditors of the Company for aperiod of 5 years from the conclusion of 39th Annual General meeting held on 28thSeptember 2017 till the conclusion of 44th Annual General meeting.
There are no Qualifications in the Auditors' Report. However the Auditors haveenumerated "Emphasis of Matter" for the attention of the Shareholders which havebeen dealt with by the management.
As regards observations of the Auditors in the Annexure A to the Auditors Report theBoard of Directors clarify as follows :
1] Clause ii(a) of Annexure A to the Auditors' Report regarding verification of thephysical inventory:
The Board clarifies that Management representatives on the Vessels have carried out thephysical verification of the inventories and the same have been confirmed by them. TheAuditors have relied on the report of Management since it is impractical for them to carryout physical verification of the inventory as this would also have led to a substantialloss of charter hire which is something the Company cannot afford.
The relations with Employees of the Company both on-Shore and Floating Staff have beencordial. Your Directors wish to express their appreciation of the services rendered by thedevoted employees which has helped the Company to continue operations during theseextremely difficult times.
16] DEMATERIALISATION OF SHARES:
The Company's shares continue to be traded in Electronic Form. As per Securities andExchange 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 AnnualReturn has been uploaded on the Company's 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 andmrs. Faisy Viju have given a declaration that they meet the criteria of independence asprovided in Sub-section (6) of Section 149 of the Companies Act 2013.
Further all Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule IV to the Companies Act 2013. Mr. S.Y. Mulani and Mrs. Faisy Vijualso appeared for and passed the online proficiency self assessment test for independentdirectors 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 ofSEBI (Listing obligations and Disclosure Requirements) Regulations 2015 the Company hasput in place a framework for the evaluation of the board its Directors the Chairman andall the Committees with the approval of the nomination and Remuneration Committee.
The evaluations for the Directors the board and the Committees is carried out throughcirculation of questionnaires for the Directors for the Board for the Chairman of theBoard and the Committees respectively. The performance of the Board is assessed on selectparameters related to roles responsibilities and obligations of the board relevance ofboard discussions attention to strategic issues performance on key areas providingfeedback to Executive management and assessing the quality quantity and timeliness offlow of information between the Company Management and the Board. The evaluation criteriafor the Directors is based on their participation contribution offering guidance to andunderstanding of the areas which were relevant to them in their capacity as members of theboard. The evaluation criteria for the Chairman of the board besides the general criteriaadopted for assessment of all Directors focuses on leadership abilities effectivemanagement of meetings and preservation of the interest of stakeholders. The evaluation ofthe Committees is based on the assessment of the clarity with which the mandate of theCommittee is defined effective discharge of the terms and reference of the Committees andassessment of effectiveness of contribution of the Committee's deliberation /recommendations to the functioning / decisions of the board. The overall performanceevaluation 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 formalletter of appointment which inter alia explains the role function duties andresponsibilities expected of him/her as a Director of the Company. All the Directors havebeen provided with a deep insight into the business of the Company including the workingof the subsidiaries. Vessel-wise details have also been furnished to them. The Directorshave also received a detailed explanation on the Compliances required from him/ her underthe Companies Act 2013 SEBI (listing obligations & Disclosure Requirements)Regulations 2015 and other relevant regulations and affirmation taken with respect to thesame.
22] DETAILS OF LOANS GRANTED / INVESTMENTS MADE / GUARANTEES PROVIDED UNDER SECTION 186OF COMPANIES ACT 2013 :
The details of the Loans/Investment/Guarantees during the year under review isenclosed 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 Codeof Conduct" which aims to improve the governance practices across all Companyactivities. Risk management policy and processes will enable the Company to proactivelymanage uncertainty and changes in both internal and external environments in an attempt tocapitalize on opportunities and limit negative impacts.
The risk management policy of the Company identifies evaluates monitors and minimisesidentifiable risks.
25] CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review the Company did not undertake any CSR activity. Kindlyrefer to Annexure c.
26] significant & MATERIAL ORDERS passed By THE regulators:
There was no significant and material order passed by Regulators or Courts or Tribunalsimpacting 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 withrespect to the preparation and presentation of the Financial statements which form a partof 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 pursuantto Section 204(1) of the Companies Act 2013 and rule 9 of the Companies (Appointment andRemuneration 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 thequarter ended March 31 2020 it was observed that the company had not complied withregulation 19(1)/(2) of Listing Obligations and Disclosure Requirements Regulations 2015for which National Stock Exchange of India Limited (NSE) Levied a fine of Rs. 21240/-vide e-mail dated 03rd July 2020.
Further the Company had paid the fine within the prescribed time period and alsoinformed 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 & RemunerationCommittee (N & R Comm) the Company was in the process of appointing another member tothe N & R Comm by 10th january 2021. However in view of the latestrequirement of the Companies Act 2013 and rules made thereunder which mandatesregistration of Independent Director as also passing of the Exam for qualifying asIndependent Director it became extremely difficult for Company to appoint another memberwithin the required time. however after rigorous search the Company appointed mrs. FaisyViju as member of N & R Comm w.e.f. 10/01/2020.
29] disclosure under THE sexual HARASSMENT OF WOMEN AT workplace (preventionprohibition AND REDRESSAL) act 2013:
The Company has in place an Anti Sexual harassment Policy in line with the requirementsof The Sexual harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. An Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary) 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 itscompliance 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 asubsidiary joint venture or an associate Company.
33] DETAILS RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:
The information required under Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company and Directors is furnished as Annexure - F.
34] DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL / SR. MANAGEMENT APPOINTED ORRESIGNED DURING THE YEAR:
There was no change in Directors and Key Managerial Personnel during the year.
The Board wishes to thank the Office of Directorate General of Shipping MercantileMarine Department Shipping Master IRS and State Bank of India for their continuedsupport and co-operation during the year.
| ||By order of the Board |
| ||Sd/- |
|Place : mumbai ||ADITYA A. GARWARE |
|Dated : 13th August 2021. ||CHAIRMAN |
| ||DIN: 00019816 |