1.  We have audited the attached Balance Sheet of Great Offshore
 Limited as at March 31, 2011 and also the Profit and Loss Account and
 Cash filow Statement of the Company for the year ended on that date,
 both annexed thereto. These financial statements are the responsibility
 of the Company''s management. Our responsibility is to express an
 opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report) Order, 2004, issued by the
 Central Government of India in terms of section 227 (4A) of the
 Companies Act, 1956, we annex hereto a statement on the matters
 specifed in paragraphs 4 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph
 (3) above, we report that:
 
 a) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit.
 
 b) In our opinion, proper books of account as required by law have been
 kept by the Company so far as appears from our examination of such
 books.
 
 c) The Balance Sheet, Profit and Loss Account and Cash filow Statement
 dealt with by this report are in agreement with the books of account.
 
 d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 filow Statement dealt with by this report comply with the Accounting
 Standards referred to in sub-section (3C) of section 211 of the
 Companies Act, 1956.
 
 e) We draw attention to Note 19 of Schedule 19, Notes to Account. The
 Company has changed its accounting policy w.e.f. January 01, 2011 in
 respect of expenses of spares, stores & consumables in line with
 Accounting Standard (AS) 2 -  Valuation of Inventories by which
 spares, stores & consumables on board the vessels which are not
 consumed are accounted as inventory. Accordingly, as on 31st March 2011
 the Company has accounted Inventory amounting to Rs.5580 lakhs and
 disclosed the same as an Exceptional item. This has resulted in stating
 of profit of the company for the year higher by Rs. 5580 lakhs.
 
 f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts read with the notes
 thereon, give the information required by the Companies Act, 1956 in
 the manner so required and give a true and fair view in conformity with
 the accounting principles generally accepted in India:
 
 i) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2011;
 
 ii) in the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 iii) in the case of the Cash filow Statement, of the cash fows for the
 year ended on that date.
 
 5.  On the basis of written representations received from the directors
 of the Company as on March 31, 2011, and taken on record by the Board
 of Directors, we report that none of the directors of the Company are
 disqualifed as on March 31, 2011, from being appointed as a director in
 terms of clause (g) of sub-section (1) of section 274 of the Companies
 Act, 1956.
 
 Annexure to the Auditor''s Report
 
 Referred to in paragraph 3 of our report of even date on the accounts
 of Great Offshore Limited for the year ended March 31, 2011:
 
 1.  (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of
 fixed assets.
 
 (b) The fixed assets are physically verifed by the management as per a
 phased programme of verification. In our opinion, the frequency of
 verification is reasonable having regard to the size of the Company and
 the nature of its assets. To the best of our knowledge no material
 discrepancies were reported on such verification.
 
 (c) In our opinion, the fixed assets disposed off during the year were
 not substantial and do not affect the going concern assumption.
 
 2.  (a) We have been informed that the Management has physically
 verifed inventory at the year end. We have been provided
 
 a management certificate for the same. In our opinion, the frequency of
 verification is not reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventory
 followed by the Management needs to be further strengthened.
 
 (c) The Company''s records of the inventory have not been adequately
 updated. In the absence of updated records we are unable to comment
 whether the discrepancies noticed on the verification between physical
 inventories and book records have been properly dealt with in the books
 of accounts.
 
 3.  (a) The Company has not granted any loans, secured or unsecured, to
 companies, firms or other parties covered in the register
 
 maintained under section 301 of the Companies Act, 1956.
 
 (b) The Company has not taken any loans, secured or unsecured, from
 companies, firms or other parties covered in the register maintained
 under section 301 of the Companies Act, 1956.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, fixed assets and for the sale of goods except for
 maintenance of inventory records. Further, on the basis of our
 examination of the books of account and records of the Company, and
 according to the information and explanations given to us, we have
 neither come across nor we have been informed of any continuing failure
 to correct major weaknesses in the aforesaid internal control system
 except in relation to inventory records maintenance.
 
 5.  Based on the audit procedures applied by us and according to the
 information and explanations provided by the management, the
 particulars of contracts or arrangements referred to in Section 301 of
 the Act have been entered in the register required to be maintained
 under that section.
 
 In our opinion and according to the information and explanations given
 to us, the transactions made in pursuance of such contracts or
 arrangements have been made at prices which are reasonable having
 regard to the prevailing market prices at the relevant time.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has not accepted any deposits from the public
 within the meaning of sections 58A and 58AA of the Act and the rules
 framed there under.
 
 7.  In our opinion, the Company has an internal audit system, which is
 commensurate with the size and nature of its business except in case of
 inventory which is presently not within the scope of internal audit.
 
 8.  As informed to us, the maintenance of cost records has not been
 prescribed by the Central Government under section 209(1) (d) of the
 Companies Act, 1956, in respect of the activities carried on by the
 Company.
 
 9.  (a) According to the information and explanations given to us and
 according to the books and records as produced and examined by us, in
 our opinion, the company is generally regular in depositing undisputed
 statutory dues including Shore Staff Provident fund, Investor Education
 and Protection Fund, Employees State Insurance, Income tax, Sales tax,
 Wealth tax,
 
 Service tax, Excise duty, Customs duty, Cess, and other statutory dues
 with the appropriate authorities. We are informed that in respect of
 foating staff it is not possible to accurately ascertain the income tax
 on salaries (under section 192) of the employees. The Company regularly
 makes ad hoc payments to the appropriate authorities and on final
 determination the balance, if any, is paid.
 
 (b) According to the books of account and records as produced and
 examined by us, there are no dues of Sales tax, Income tax, Custom
 duty, Wealth tax, Service tax, Excise duty or cess which have not been
 deposited on account of any dispute, other than those stated below:
 
 Name of the statute     Nature of Dues  Amount   Period to  Forum where
                                                             dispute is
                                        (Rs. In   which the   pending
                                         Lakhs)   amount 
                                                  relates
 
 The Tamil Nadu General 
 Sales Tax              Tax u/s 3A of The 100.78  1995-96 
                                                    and     The Sales Tax
                                                            Appellate 
 Act 1959               Tamil Nadu General        1996-97   Tribunal,
                                                            Chennai
                        Sales Tax Act, 
                        1959
 
 The Karnataka Sales 
 Tax Act , 1957         Tax u/s 5-C of the 
                        Act               170.71  1995-96 
                                                    to       Stay granted
                                                             by Supreme
                                                  2001-02    Court
 
 The Karnataka Sales 
 Tax Act , 1957         Sales Tax           6.03  2007-08    Assistant
                                                             Commissioner
                                                             (CT) III, 
                                                             Enforcement
                                                             Wing
 
 The Customs Act, 
 1962                   Customs Duty       70.37  2001-02    Customs 
                                                             Excise and 
                                                             Gold 
                                                             (Control)
                                                             Appellate
                                                             Tribunal
 
 The APVAT Act, 2005       VAT              96.53 2004-05    APGST / 
                                                            SPVAT Malviya
                                                  2005-06    Nine - dee
                                                             med Trans
                                                             fer of 
                                                             right to 
                                                             use
 
 Central Excise and 
 Customs Act             Service Tax        72.53 2002-03 
                                                    to       Superintend
                                                               ent of
                                                  2004-05    Central 
                                                             Excise
 West Bengal Sales 
 Tax Act                 Sales Tax          41.59 2001-02    The Commiss
                                                             ioner of
                                                             Commercial
                                                             Taxes, 
                                                             Kolkatta
 
 10.  The Company has no accumulated losses as at the end of the
 financial year and it has not incurred any cash losses in the current
 year and in the immediately preceding financial year.
 
 11.  According to the information and explanations given to us and the
 records examined by us, the company has not defaulted in repayment of
 dues to a financial institution or bank or the debenture holders.
 
 12.  According to the information and explanations given to us and the
 records examined by us, the Company has not granted any loans on the
 basis of security by way of pledge of shares, debentures or other
 securities.
 
 13.  In our opinion and according to the information and explanation
 given to us, the nature of the activities of the Company does not
 attract any special statute applicable to the chit fund and nidhi/
 mutual benefit fund/ societies.
 
 14.  In our opinion, the Company has maintained proper records of the
 transactions and contracts of the investments dealt in by the Company
 and timely entries have been made therein. The investments made by the
 Company are held in its own name except to the extent of the exemption
 under section 49 of the Act.
 
 15.  According to the information and explanations given to us and the
 records examined by us, the Company has not given any guarantees for
 loans taken by others from banks or financial institutions, the terms
 and conditions whereof are prima facie prejudicial to the interest of
 the Company.
 
 16.  According to the information and explanations given to us and the
 records examined by us, on an overall basis, the term loans were
 applied by the Company for the purpose for which they were obtained.
 
 17.  On the basis of an overall examination of the balance sheet and
 cash fows of the Company and the information and explanation given to
 us, we report that the Company has not utilised any funds raised on
 short-term basis for long-term investments.
 
 18.  The Company has not made any preferential allotment of shares to
 parties or companies covered under section 301 of the Act.
 
 19.  According to the explanation given to us, securities have been
 created in respect of the debentures taken over by the Company pursuant
 to the Scheme of Arrangement. These debentures have been redeemed
 during the year.
 
 20.  The Company has not raised any money through a public issue during
 the year.
 
 21.  Based upon the audit procedures performed and the information and
 explanations given by the management, we report that no fraud on or by
 the Company has been noticed or reported during the year.
 
 For and on behalf of
 
 KALYANIWALLA & MISTRY
 
 CHARTERED ACCOUNTANTS 
 Registration No. 104607W
 
 VINAYAK M. PADWAL
 Partner
 M. No. F49639
 Mumbai, June 21, 2011.