To the Members,
 
 The Directors have pleasure in presenting herewith the Sixth Annual
 Report and Audited Accounts of the Company for the financial year ended
 March 31, 2011.
 
 FINANCIAL RESULTS 
                                                           Rs. in Lakhs
 
 Particulars                               Year 2010-11    Year 2009-10
 
 Total Income                                    86,267        1,01,349
 
 Total Expenditure                               80,926          82,127
 
 Profit before tax exceptional item                5,341         19,222
 
 Add: exceptional item                            5,580            -
 
 Profit before tax and afiter exceptional item     10,921         19222
 
  Less / Add:Provision for Tax
 
 i. Current                                          95             760
 
 ii. Deferred                                       656             940
 
 iii. Prior years                                    -               60
 
 Profit for the year afiter tax                     10,170       17,462
 
 Less: Transfer to Tonnage Tax Reserve Account 
 under section 115VT of the                        2,500          4,000
 
 Income Tax Act, 1961
 
 Add: Surplus brought forward from previous year   24,291        13,760
 
 Amount available for appropriation                31,961        27,222
 
 Appropriation:
 
 i. Transfer to General Reserve                     1,100         2,000
 
 ii. Proposed Dividend on Equity Shares               931           931
 
 Balance Carried Forward                           29,930        24,291
 
 During the financial year 2010-11, the Company (on a standalone basis)
 recorded a total income of Rs. 86,267 lakhs, and earned a PBIDT of Rs.
 42,350 lakhs.
 
 The financial year has been extremely challenging with two major assets
 - the rigs being non operational for part of the financial year under
 review. Apart from this few older vessels in the offshore logistic feet
 suffered reduced utilisation coupled with sofit freight rates of the
 spot markets.
 
 While Kedarnath was under refurbishment prior to its commencement of
 the new charter, Badrinath worked for a part of Q3 FY 2010-11 on
 completion of its earlier charter. Few of the offshore logistics feet
 witnessed a sofit spot market due to global overhang in vessel supply.
 However, though there was a comparative increase in revenues from
 execution of Engineering Projects, it was unable to supplement the drop
 in charter revenues from asset deployments.
 
 This lead to a decline in total income of around 15% apart from a
 decline in Profit Afiter Tax by around 42%. While the Operating Profit at
 Rs. 35,056 lakhs showed a decline of around 18% from the earlier levels
 of Rs. 42,719 lakhs, the operating margin declined partially from
 around 42% in previous year to around 41% in the year under review.
 
 With increase in feet size, in the year under review employee cost
 increased around 10% but subdued charter rates did not refect in rise
 in earnings. This has also refected in increase in depreciation by
 around 39% and also rise in interest costs due to increase in the
 outstanding loans availed for financing capex, investments as well as
 drydocking expenses and for routine capex.
 
 APPROPRIATIONS
 
 Your Company has transferred Rs. 1,100 lakhs to the General Reserve
 during the year under review. An amount of Rs. 29,930 lakhs is proposed
 to be retained in the Profit & Loss Account
 
 DIVIDEND
 
 Your Directors are pleased to recommend a Dividend of Rs. 2.50/- per
 equity share of face value of Rs. 10 each for the financial year 2010-11
 aggregating to an outfow of Rs. 931 lakhs, subject to the approval of
 the shareholders at the ensuing Annual General Meeting.
 
 CORPORATE GOVERNANCE REPORT
 
 Your Company has vigorously striven to follow and maintain high
 standards of corporate governance practices aimed at building trust
 among all stakeholders, shareholders, employees, customers, suppliers
 and vendors on four key areas viz. – transparency, fairness of
 dealings, disclosures and accountability. A detailed report on
 Corporate Governance as stipulated in Clause 49 of the Listing
 Agreement with Bombay Stock Exchange and National Stock Exchange of
 India (Stock Exchanges) are annexed and forms a part of this Annual
 Report.
 
 The requisite Certificate from the Auditors of the Company confirming
 compliance with the conditions of Corporate Governance as stipulated
 under Clause 49, is annexed to this Report.
 
 MANAGEMENT DISCUSSIONS AND ANALYSIS
 
 Management Discussion and Analysis Report is presented in a separate
 section forming a part of this Annual Report.
 
 SUBSIDIARIES'' OPERATIONS
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, Annual Accounts viz. Balance
 Sheet, Profit and Loss Account and other related detailed information of
 all subsidiary companies are not being attached with the Balance Sheet
 of your Company. Your Company will make available the Annual Accounts
 of all its subsidiary companies and related detailed information to any
 member of your Company who may be interested in obtaining the same. The
 Annual Accounts of all subsidiary companies will also be open for
 inspection at the Registered Office of your Company and that of the
 respective subsidiary companies. The Consolidated Financial Statements
 presented by your Company include the financial results and necessary
 details of all its subsidiary companies including statement containing
 the list of all subsidiaries alongwith their brief financial details.
 
 Your Company has afiter active consideration and due deliberation
 decided to evaluate growing Great Offshore (International) Limited,
 Cayman Islands. The objective of being able to operate in international
 territories with immense fexibility are few of the criterias which led
 to this informed decision. Apart from the above, manning, and funding
 fexibility have been also prime considerations.
 
 The financial performance highlights of major subsidiaries of your
 Company are enumerated below.
 
 Domestic Subsidiaries
 
 Deep Water Services (India) Limited
 
 During the financial year 2010-11, Rig ''Badrinath'' owned by your company
 was chartered out to ONGC and is under
 
 completion of its earlier 3 year charter operating on the west coast of
 India. During the financial year 2010-11, the Company earned a total
 income of Rs.11,252.49 lakhs (previous year: Rs.14,079.53 lakhs) and
 profit afiter tax Rs.2,732.76 lakhs (previous year: Rs.5,409.47 lakhs).
 
 KEI-RSOS Maritime Limited
 
 The Company owns diverse assets and has been serving customers
 primarily on the East coast of India. The financial year 2010-11 has
 been a challenging year with respect to restricted oil cargo movement
 and hence reduced SPM/Terminal calls impacting the revenues. The
 Company took a conscious decision to critically focus on operational
 aspects while evaluating opportunities. During the financial year new
 service offerings commenced viz. Offshore security, survey support and
 FPSO offitake. During the financial year 2010-11, the Company earned a
 total revenue of Rs.5,668.17 lakhs (previous year: Rs.6,367.04 lakhs)
 but incurred a loss of Rs.3,497.44 lakhs (previous year: Loss
 Rs.1,645.50 lakhs).
 
 Rajamahendri Shipping & Oil Field Services Limited
 
 Tug Josh operated for RIL FPSO operations assisting the pull back Tug.
 During the financial year 2010-11, the Company earned a total revenue of
 Rs. 79.04 lakhs (previous year: Rs.235.61 lakhs) and incurred a loss of
 Rs. 135.25 lakhs (previous year profit: Rs.58.82 lakhs).
 
 Great Offshore Ship Repairs Limited
 
 The Company was incorporated on June 10, 2010 with the objective of
 carrying out in–house repairs and to support the operations of Great
 Offshore Limited. This being the first financial year since
 incorporation, it has incurred a loss of Rs.  73.57 lakhs for the
 period ended March 31, 2011.
 
 Foreign Subsidiaries
 
 Great Offshore (International) Limited
 
 During the year, Great Offshore (International) Limited, a wholly owned
 subsidiary of your Company, acquired 100% equity interest in Glory
 Shipping Private Limited , UAE through a cash out deal at par. This
 company was acquired with the purpose of carrying out business
 operations in the Middle East region as also with the idea of investing
 in assets / companies globally.
 
 Glory Shipping Private Limited, UAE incorporated a wholly owned
 subsidiary, Great Offshore Germany GmbH, Germany to carry out business
 and invest in operating companies for pursuing growth opportunities in
 the maritime business through joint ventures and partnerships in
 Germany as domestic presence criteria is preferred by charterers. Great
 Offshore Germany GmbH entered into 3 limited liability partnerships
 during the year viz SGB Emssun GmbH & Co. KG, SGB Emssky GmbH & Co. KG,
 and SGB Emsstar GmbH & Co. KG.
 
 Your Company has been evaluating various business opportunities in the
 South East Asia region and accordingly had active dialogue with
 prospective charters in the region. With a view to have a presence in
 the region, it is necessary to have a domestic corporate entity and for
 this reason, during the year under review, Great Offshore
 (International) Limited incorporated two wholly owned subsidiaries viz
 Great Offshore International (Malaysia) Limited and Great Offshore
 International Manning & Ship Management (Labuan) Limited.
 
 During the financial year 2010-11, the Company incurred a loss of USD
 1,959,706 against loss of USD 2,691,148 of previous year. The loss was
 mainly due to the administration and other expenses.
 
 Great Offshore Fujairah LLC - FZC
 
 During the financial year 2010-11, the Company incurred a loss of USD
 14,123 against loss of USD 13,440 of previous year. The loss was mainly
 due to the administration and other expenses.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In compliance with Accounting Standards 21, 23 and 27 of Companies
 (Accounting Standards) Rules, 2006 and pursuant to the Listing
 Agreement with Stock Exchanges, your Directors present herewith the
 Consolidated Financial Statements for the financial year 2010-11 which
 forms a part of this Annual Report.
 
 Consolidated income from operations was Rs. 94,683 lakhs as compared to
 Rs. 1,16,564 lakhs in the previous year. The financial year ended March
 31, 2011 registered a consolidated profit afiter tax of Rs. 2,625 lakhs
 (previous year Rs. 20,103 lakhs) on a total income of Rs. 95,599 lakhs.
 (Previous year Rs.1,17,265 lakhs).
 
 DIRECTORS
 
 Dr. Ram Nath Sharma, Lt. Gen. Deepak Summanwar and Shri Chandan
 Bhattacharya are due to retire by rotation at the ensuing Annual
 General Meeting and being eligible, offer themselves for
 re-appointment.
 
 Shri Prakash Chandra Kapoor and Shri Vijay Kumar were appointed as
 Executive Directors of the Company with effect from May 1, 2010
 pursuant to Special Resolution passed by the members through Postal
 Ballot, the result of which was declared by the Chairman on April 29,
 2010.
 
 ACCOLADES, AWARDS AND RECOGNITION
 
 The year marked your Company''s accomplishments in various felds which
 has been encouraging and possible only with the support of all
 stakeholders.
 
 Your Company has been bestowed with the Seatrade Award for a highly
 commended contribution to Investment in People.  Guest of honour, Her
 Royal Highness, The Princess Royal presented the Award at a ceremonial
 Dinner at Guildhall, City of London on April 4, 2011, in the presence
 of IMO Secretary General, Efithimios Mitropoulos, Chairman of the panel
 of judges of the Seatrade Awards.
 
 On April 5, 2011, during the 48th Maritime Day Celebrations at Mumbai,
 Shri Soli C. Engineer, Executive Director of your Company received the
 NMDCC Award of Excellence from Hon''ble Shri K Mohandas, Secretary to
 the Govt. of India, Ministry of Shipping.
 
 Your Company has been bestowed with the Award & Citation of Safest &
 Most Environmentally Conscious Indian Shipping Company, by Shri K.
 Mohandas, Hon''able Secretary to Govt. of India, Ministry of Shipping at
 the World Maritime Day Celebrations, held on 21st September 2010.
 
 Your Company has been a proud recipient of EPC Award for Outstanding
 Contribution in Oil & Gas sector at the EPC World Awards 2010 ceremony
 instituted jointly by EPC World and PWC on December 22, 2010 at Mumbai.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In compliance with Section 217(2AA), as incorporated by the Companies
 (Amendment) Act, 2000 in the Companies Act, 1956, your Directors confirm
 that:- (a) In preparation of the annual accounts for the financial year
 ended March 31, 2011, the applicable accounting standards have been
 followed and there is no material departure from the same.
 
 (b) The Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year and of the profit of the
 company for the aforesaid period.
 
 (c) The Directors have taken proper and sufficient care for maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 (d) The Directors have prepared the annual accounts on a going concern
 basis.
 
 STATUTORY INFORMATION
 
 1.  Particulars of Employees
 
 As required under the provisions of section 217(2A) of the Companies
 Act, 1956, read with the Companies (Particulars of Employees) Rules,
 1975 as amended, particulars of employees shall be provided as an
 annexure to Directors'' Report. However, having regard to the provisions
 of section 219(1) (b) (iv) of the Companies Act, 1956, the Annual
 Report, excluding the aforesaid particulars, is being sent to all the
 members of the Company and others entitled thereto.  Any member
 interested in obtaining such particulars shall be provided on receipt
 of written request to the Secretarial Department addressed to the
 Company Secretary at the registered office of the Company.
 
 2.  Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rules 1988
 
 Information as per Notification No. GSR 1029 dated 31.12.1988 regarding
 conservation of energy and technology absorption is not required to be
 furnished as the Offshore Oilfeld services industry is not covered by
 the schedule to the said rules.
 
 The details of Foreign Exchange Earnings and Outgo are as under:
 
                      Particulars              FY 2010-11     FY 2009-10
                                            (Rs. In Lakhs) (Rs. In Lakhs)
 
 Foreign Exchange earned and saved (on 
 account of freight, charter hireearnings).    65,592         81,359
 
 Foreign Exchange used including operating 
 expenses, capital repayment,down               40,081        52,973
 payments for acquisition of vessels, and 
 interest payment.
 
 3.  The Company has been exempted by the Central Government vide their
 letter F.No.46/45/2011-CL-III dated January 24, 2011, under Section
 211(4) of the Companies Act, 1956, from disclosing quantitative details
 in compliance with paras 4D (a), (b), (c) and (e) of Part-II, Schedule
 – VI to the Companies Act, 1956 as amended vide Notification No.GSR
 494(E), dated 30th October, 1973.
 
 AUDITORS'' REPORT
 
 As per the Auditors'' Report there has been noting with regard to
 maintenance of inventory records and its frequency of physical
 verification. Your Company will take necessary steps to institute proper
 procedures in this regard.
 
 AUDITORS
 
 Kalyaniwalla & Mistry, Chartered Accountants (Registration No.
 104607W), Statutory Auditors retire at the conclusion of the ensuing
 Annual General Meeting and have confirmed their eligibility and
 willingness to accept office, if re-appointed. The Company has received
 requisite certificate from Kalyaniwalla & Mistry to the effect that
 their re-appointment, if made, would be within the limits specifed
 under section 224(1B) of the Companies Act, 1956 and that they are not
 disqualifed for such re-appointment within the meaning of section 226
 of the said Act. Your Board recommends their re-appointment.
 
 AUDIT COMMITTEE
 
 Audit Committee of the Board has been constituted in terms of Listing
 Agreement with the Stock Exchanges and Section 292A of the Companies
 Act, 1956. Constitution and other details of the Audit Committee are
 given in Report on Corporate Governance in this Annual Report.
 
 RISK MANAGEMENT
 
 Your Company recoginses that Management of Risks and its Analysis is a
 key managerial tool available for informed decision making. The Company
 has an Enterprise Risk Management framework in place, commensurate to
 its size and operations.
 
 In line with the same, your Company has a well documented Enterprise
 Risk Management Policy highlighting the framework, policies and
 procedures of accessing risks. The risk identification and assessment
 process is comprehensive, dynamic and pro-active. As per the Policy
 every quarter all the functional heads report to the Risk Committee,
 enumerating risks associated with their functions and the strategies
 and actions taken to deal with and mitigate the same in future.
 
 The report post audit and verification is periodically presented to the
 Board of Directors for their noting and necessary action.
 
 ACKNOWLEDGEMENTS
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation for the guidance and continued support received
 from the Government of India and its various agencies, including
 Ministry of Petroleum and Natural Gas, Ministry of Shipping,
 Directorate General of Shipping, Mercantile Marine Department,
 Directorate General of Hydrocarbons, Directorate General of Civil
 Aviation, Port Trusts and Port authorities, Ministry of Finance, RBI,
 SEBI, Ministry of Corporate Affairs, Registrar of Companies, the Stock
 Exchanges and the Depositories.
 
 Your Directors recognize and appreciate the efforts and hard work of
 all the employees of your Company and value the continued support
 received from all stakeholders and counterparties of your Company viz.,
 charterers, shareholders, business associates and partners, consultants
 and advisors, agents, insurance companies and protection and indemnity
 clubs, surveyors, lawyers and solicitors, banks and financial
 institutions.
 
                           For and on behalf of the Board of Directors
 
 June 21, 2011                                   Keki M. Elavia
 Mumbai                                                Chairman