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Great Offshore
BSE: 532786|NSE: GTOFFSHORE|ISIN: INE892H01017|SECTOR: Shipping
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Explore Great Offshore connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Great Offshore Limited was incorporated on July 14, 2005 and the
 offshore services business of The Great Eastern Shipping Co. Ltd. was
 demerged and vested in the Company with effect from April 1, 2005
 pursuant to a Scheme of Arrangement sanctioned by the Mumbai High
 Court. The Company specialises in providing offshore support solutions
 to the Exploration & Production Industry. In this segment the Company
 operates Drilling Rigs, Offshore Support Vessels and undertakes Marine
 Construction Projects and services.
 
 2.  Contingent Liabilities:
 
                                                          Rs. in Lakhs
 
 Sr.                                                   As on       As on
                   Particulars 
 No.                                                31.3.2011  31.3.2010
 
 (i) Guarantees given by banks including 
     performance and bid bonds,
     counter guaranteed by                           9164      11613
     the Company.
 
 (ii) Guarantees by bank given on behalf of a 
      subsidiary company.                             -          991
 
 (iii) Corporate guarantee given to bank on behalf 
       of a subsidiary                               39511         -
 
 (iv) Corporate guarantee given to Customs            583        583
 
 (v) Claims not acknowledged by Company in 
    respect of:
 
     Customs Duty                                      70         76
 
     Income Tax matter in appeal                        -         37
 
     Sales tax and Service tax demands on charter 
     hire payments                                     271       265
 
     Possible obligation in respect of matters 
     under arbitration                                2700      2700
 
 (vi) Letters of Credit outstanding                     -        378
 
 3.  Share Capital:
 
 During the year, the company has amended Clause V (a) of the Memorandum
 of Association by reclassifying a part of the existing Preference
 shares into Equity shares, to facilitate any capital infusion by way of
 issuance of further shares, any time in future. In accordance with the
 provisions of Section 94, Section 16 and other applicable provisions of
 the Companies Act 1956, 500,000 Cumulative Redeemable Preference Shares
 of Rs. 1000/- each are reclassifed into 50,000,000 equity shares of Rs.
 10 each.
 
 Accordingly, the authorized share capital of the company is Rs.
 2,000,000,000 divided into 100,000,000 equity shares of Rs.  10 each
 (Previous Year 50,000,000 equity shares of Rs. 10 each) and 1,000,000
 preference shares of Rs. 1000 each (Previous Year 1,500,000 preference
 shares of Rs. 1000 each).
 
 4.  Reserves & Surplus :
 
 Hedge Reserve
 
 The Company has borrowings and the revenue streams in foreign currency,
 which provides an inherent hedge against foreign currency exchange rate
 fuctuations. Accordingly, the Company changed its accounting policy
 with regard to recognition of exchange differences arising on
 translation of foreign currency borrowings by following an appropriate
 hedge accounting policy and applying the principle set out in AS-30
 Financial Instruments: Recognition and Measurement. The objective of
 adopting Hedge Accounting is to ensure that gain or loss on the hedging
 instrument is recognized in the statement of Profit and Loss in the same
 period when Hedge items affects profit or loss. The Company has w.e.f.
 1st April 2008 designated borrowings in foreign currency as Hedge
 instrument to hedge its foreign currency risk of its firm commitments
 and highly probable forecast transactions ( of revenue streams) to be
 accounted as cash fow hedge. During the current year, the net
 unrealized exchange difference on foreign currency borrowings
 aggregating to Rs. 1233 lakhs has been credited to Hedge Reserve, and
 net realized exchange loss debited to P&L account is Rs. 287 lakhs. As
 a result, balance in the Hedge Reserve is credit of Rs. 381 lakhs.
 (Previous Year Debit of Rs.1139 lakhs).
 
 5.  Unsecured Loans :
 
 The Company has 7.25% Unsecured Foreign Currency Convertible Bonds
 (ficCB) (due 2012) of US$ 100,000 each aggregating to US $ 40,000,000,
 listed on the Singapore Exchange Securities Trading Limited (SGX-ST).
 The Bondholders may, as per the terms, convert the Bonds in whole or in
 part from time to time, at their option, during the period commencing
 11th October, 2007 to 28th September, 2012.
 
 The Company had revised pricing of Foreign Currency Convertible Bonds
 (ficCB''s) in accordance with the new pricing norms such that each ficCB
 of face value USD 100,000 will convert to 7964 equity shares of the
 company as against the original proposal of each ficCB converting into
 4550.86 equity shares. This will imply a conversion price of Rs. 565
 per equity share as against the original conversion price of Rs. 875
 per share. (USD 1 = Rs. 45, Original Rate USD 1 = 39.82). The necessary
 approvals from the bondholders and Reserve Bank of India have been
 obtained for the same.
 
 As per the Mandatory Conversion Right embedded in the offer document,
 the Company has the option to convert the entire outstanding bonds on
 the terms and conditions agreed upon. In the event, the Bonds are not
 repurchased and cancelled; or converted; the Company will redeem the
 Bonds on the Maturity Date.
 
 6.  Fixed Assets:
 
 Estimated amount of contracts, net of advances paid thereon, remaining
 to be executed on capital account and not provided for Rs.14742 Lakhs
 (Previous Year Rs. 14841 lakhs).
 
 7.  Fixed Assets held for Sale :
 
 The Company has contracted for sale of its Jack up Rig Amarnath in 1st
 Quarter of 2011-12.
 
 8.  Investments
 
 (a) On November 5, 2008, the Company has acquired 100% equity shares of
 KEI-RSOS Maritime Limited and Rajamahen- dri Shipping & Oil Field
 Services Limited for a consideration of Rs.14705 lakhs and Rs.573 lakhs
 respectively subject to certain adjustments as per Share Purchase
 Agreement. Out of the above, the consideration paid till the Balance
 Sheet date amounted to Rs.13863 lakhs and Rs. 501 lakhs respectively.
 
 (b) On March 1,2011, 7,80,000 bonus shares of Rs. 10 each were allotted
 by United Helicharters Private Limited. As a result total number of
 shares held in United Helicharters Private Limited are 13,00,000 shares
 of Rs. 10 each as on March 31, 2011.( Previous Year 5,20,000 shares of
 Rs. 10 each)
 
 9.  Corporate Guarantee :
 
 During the year, the Company has given Corporate Guarantee to Banks,
 for financing acquisition of assets to its Wholly Owned Subsidiary –
 Great Offshore (International) Ltd. for Rs.24926 lakhs and Kei-Rsos
 Maritime Limited – Rs. 14585 lakhs (Previous Year Rs. 14585 lakhs)
 
 10.  Deferred tax:
 
 Pursuant to the introduction of Sec 115V under the Income Tax Act,
 1961, the Company has opted for computation of its income from shipping
 activities under the Tonnage Tax Scheme. Thus income from the business
 of operating ships will be assessed on the basis of the deemed Tonnage
 Income of the Company and no deferred tax will be applicable to this
 income as there will be no timing differences.
 
 11.  Current Liabilities:
 
 According to information available to the Company regarding the status
 of the suppliers, as defined under The Micro, Small and Medium
 Enterprises Development Act, 2006, amount overdue as on 31st March,
 2010 to the Micro, Small and Medium enterprises on account of principal
 amount, together with interest for delayed payment under the Act, is
 Rs. Nil .
 
 12.  Provisions:
 
 The Company has recognized the provisions given below in its accounts
 in respect of obligations arising from past events, the settlement of
 which are expected to result in an outfow embodying economic benefits.
 
 Manning dues and related contributions to welfare funds was Rs. 289
 lakhs as on 1st April, 2010, additions during the year was Rs.176
 lakhs, (Previous Year Rs. 151 lakhs), reversed / paid during the year
 was Rs.136 lakhs (Previous Year Rs. 113 lakhs), hence balance as on
 31st March, 2011 is Rs.329 lakhs (Previous Year 289 lakhs).
 
 Pool Payable Provision was recognised for amounts payable to a pool of
 charterers estimated on the basis of average pool earnings. Opening
 balance as on 1st April, 2010 was Rs. 429 lakhs, additions during the
 year was Rs.2 lakhs, (Previous Year Rs. 1020 lakhs), reversed / paid
 during the year was Rs.21 lakhs (Previous Year Rs. 1916 lakhs), hence
 balance as on 31st March, 2011 is Rs 410 lakhs.
 
 13.  The balances of debtors and creditors are subject to confirmation.
 
 14.  Change in Accounting Policy :
 
 The Company has changed its Accounting Policy 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. In
 the opinion of the Company the said change in the Accounting policy
 would result in a more appropriate representation of the Financial
 Statements of the Company. 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 higher by Rs. 5580 lakhs.
 
 15.  Disclosure pursuant to Accounting Standard (AS) 15 (Revised)
 Employee Benefits:
 
 (a) Effective April1,2007 the Company adopted Accounting Standard 15 (
 Revised 2005) on Employee Benefits issued by ICAI.
 
 (b) The Company has recognised the following amounts in the Profit and
 Loss Account for the year :
 
 (v) Basis used to determine expected rate of return on assets:
 
 Expected rate of return on investments is determined based on the
 assessment made by the Company at the beginning of the year on the
 return expected on its existing portfolio since these are generally
 held to maturity, along with the estimated incremental investments to
 be made during the year.
 
 (vi) General description of significant defined plans:
 
 Gratuity Plan:
 
 Gratuity is payable to all eligible employees of the Company on
 superannuation, death, permanent disablement and resignation in terms
 of the provisions of the Payment of Gratuity Act or as per the
 Company''s Scheme whichever is more beneficial. Benefit would be paid at
 the time of separation based on the last drawn base salary.
 
 Leave Encashment:
 
 Eligible employees can carry forward and encash leave upto
 superannuation, death, permanent disablement and resignation subject to
 maximum accumulation allowed @ 45 days for employees. The Leave over
 and above 45 days is encashed and paid to employees in April every
 year. Benefit would be paid at the time of separation based on the last
 drawn basic salary.
 
 16.  Segment Reporting:
 
 The Company is mainly engaged in offshore business and there are no
 separate reportable segments as per Accounting Standards (AS) 17.
 
 17.  Related Party Disclosures :
 
 (i) List of Related Parties
 
 a) Parties where control exists :
 
 Subsidiary Companies:
 
 Great Offshore Fujairah L.L.C.- FZC
 
 Deep Water Services (India) Ltd.
 
 KEI – RSOS Maritime Ltd.
 
 Rajamahendri Shipping and Oil Field Services Ltd.
 
 Great Offshore (International) Ltd.
 
 Great Offshore Ship Repairs Ltd.
 
 Glory Shipping Pvt. Ltd.
 
 Great Offshore Germany GMBH SGB EMSSUN Gmbh & Co.  SGB EMSSKY Gmbh &
 Co.
 
 b) Other related parties with whom transactions have taken Place during
 the year:
 
 1.  Joint Venture:
 
 United Helicharters Pvt. Ltd.
 
 2.  Key Management Personnel :
 
 Mr. P.C. Kapoor – Executive Director Mr. Vijay Kumar – Executive
 Director Mr. Soli C.Engineer – Executive Director
 
 3.  Enterprises over which Key Management Personnel Exercise Significant
 Infuence : Allcargo Global Logistic Limited.
 
 Bharati Shipyard Limited Indian National Shipowners Association Indian
 Register of Shipping Weizmann Forex Limited.
 
 11 Loan received from :
 
 18. Interest in Joint Venture:
 
 Deep Water Service (India) Limited 2600 8050 2600 8050.
 
 TAhlelc aCrgoo Gmlopbanl Lyo gihstaics Liam itjeodint venture interest
 in United Helicharters Pvt. Ltd. 
 
 Bharati Shipyard Limited 27197 3500 27197 3500
 
 12 pLroapn oGritvieonn toa:te share in the assets, liabilities, income
 and expenses of the jointly controlled entity, based on the unaudited
 mKaEIn -aRSgOeSm Meanritimaec Lctod.unts drawn up to 31st M4a1r5c9h,
 20512106, is as under : 4159 5206.
 
 Great Offshore (International) Ltd.  71662 3142 71662 3142.
 
 PeGrrceaet nOtfafsgheoreofShoipw Rnepearisrsh Litpd. interest as at
 31st M12a5rch 2011. – 26% 125
 
 19.  Previous Years figures have been regrouped wherever necessary to
 confirm to current year''s classification.
Source : Dion Global Solutions Limited
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