3.8 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probablethat an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of theobligation can be made, in accordance with Ind AS 37 Provisions, Contingent Liabilities and Contingent Assets.
The amount recognised as a provision represents the best estimate of the expenditure required to settle the obligation at the reportingdate, considering the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material,provisions are measured at the present value of the estimated expenditure expected to settle the obligation The discount rate usedreflects current market assessments of the time value of money and the risks specific to the liability.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a reimbursementis recognised as a separate asset only when it is virtually certain that the reimbursement will be received and its amount can bemeasured reliably. The expense relating to a provision is presented net of any reimbursement recognised.
3.9 Investment in subsidiaries & Associates
Investments in subsidiaries, associates, and joint ventures are accounted for at cost in accordance with the option available under IndAS 27 Separate Financial Statements.
If the carrying amount of an investment exceeds its estimated recoverable amount, the investment is written down immediately to itsrecoverable amount, and the impairment loss is recognised in the Statement of Profit and Loss.
On disposal of an investment, the difference between the net disposal proceeds and the carrying amount of the investment is recognisedin the Statement of Profit and Loss.
3.10 Financial asset
All regular way purchases and sales of financial assets are recognised and derecognised on a trade date basis. Regular way purchasesor sales are those requiring delivery of assets within the time frame generally established by regulation or market convention.
Financial assets are initially recognised at fair value. For financial assets not measured at fair value through profit or loss (FVTPL),transaction costs directly attributable to the acquisition are included in the initial measurement.
Subsequent measurement offinancial assets depends on theirclassification under Ind AS 109 Financial Instruments, which is determinedbased on the Company’s business model for managing the assets and the contractual cash flow characteristics. Accordingly, financialassets are subsequently measured at:
Amortised cost, or
Fair value through other comprehensive income (FVOCI), orFair value through profit or loss (FVTPL).
Financial assets are derecognised when the contractual rights to the cash flows expire or when the asset, together with substantiallyall risks and rewards of ownership, is transferred.
All recognized financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on theclassification of the financial assets.
3.10.1 Financial assets at Fair Value Through Profit and Loss (FVTPL)
Financial assets classified as at fair value through profit or loss (FVTPL) are measured at fair value at each reporting date. Any gainsor losses arising from remeasurement are recognised in the Statement of Profit and Loss.
The net gain or loss recognised in profit or loss includes any interest or dividend income earned on such financial assets, presentedunder “Other Income” or “Other Expenses” in the Statement of Profit and Loss, as applicable.
Dividend income on financial assets measured at FVTPL is recognised in the Statement of Profit and Loss when the Company’s rightto receive the dividend is established, it is probable that the economic benefits will flow to the Company, and the dividend amount canbe measured reliably.
3.10.2 Financial Assets at Fair value through Other Comprehensive Income (FVTOCI)
Financial assets classified as measured at fair value through other comprehensive income (FVTOCI) are initially recognised at fairvalue plus transaction costs. Subsequently, these financial assets are measured at fair value at each reporting date.
Gains and losses arising from changes in fair value are recognised in Other Comprehensive Income (OCI) and accumulated in equityunderthe heading “Other Equity — FVTOCI Reserve”. On derecognition of such financial assets, the cumulative gain or loss previouslyrecognised in OCI is reclassified to the Statement of Profit and Loss, except for equity instruments designated at FVTOCI, where thegain or loss is not subsequently reclassified to profit or loss.
Interest income, dividend income, and foreign exchange gains or losses on FVTOCI financial assets are recognised in the Statementof Profit and Loss in accordance with the requirements of Ind AS 109.
3.10.3 Impairment of financial assets
The Group applies the expected credit loss (ECL) model for recognising impairment on financial assets measured at amortised cost,lease receivables, trade receivables, other contractual rights to receive cash or another financial asset, and financial guarantees notdesignated at FVTPL.
For trade receivables and contract assets arising under Ind AS 115, the Group applies the simplified approach and always measuresthe loss allowance at an amount equal to lifetime expected credit losses. The allowance is determined using a provision matrix,based on historical credit loss experience, and adjusted for forward-looking information reflecting current and anticipated economicconditions.
3.10.4 Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to receive cash flows from the asset expire, or when the assetis transferred and substantially all the risks and rewards of ownership are transferred to another party.
If the Company neither transfers nor retains substantially all the risks and rewards but retains control over the asset, it continues torecognise the asset to the extent of its continuing involvement, together with a corresponding liability. When substantially all the risksand rewards are retained, the financial asset continues to be recognised, and the proceeds received are treated as a collateralisedborrowing.
3.11 Foreign Exchange Transaction
Transactions in foreign currency are recorded at the standard exchange rates determined monthly. Monetary assets and liabilitiesdenominated in foreign currency, remaining unsettled at the period end are re-stated at closing rates. The difference in translation ofmonetary assets and liabilities and realised gains and losses on foreign currency transactions (including those relating to acquisitionof depreciable assets) is recognised in the Profit and Loss Account.
Foreign Exchange gain or loss on restatement of long term foreign currency borrowing is recognised in the profit and loss.
3.12 Leases
In accordance with Ind-AS 116, the Company recognizes the lease payments as an operating expense on a straight-line basis over theterm of the lease, in case of short-term leases and leases of low value assets.
In case of long-term leases, the right-of-use assets are initially recognized at cost, which comprises the initial amount of the leaseliability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less anylease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-useassets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of theunderlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using theinterest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequentlyre-measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amountto reflect the leasepayments made
A lease liability is re-measured upon the occurrence of certain events such as a change in the lease term or a change in an index orrate used to determine lease payments. The remeasurement normally also adjusts the leased assets. Lease liability and ROU assetsare separately presented in the Balance Sheet and lease payments are classified as financing cash flows.
3.13 Employee benefits
The Defined benefit plan
The Company’s net obligation in respect of defined benefit plans is determined separately for each plan by estimating the amount offuture benefits that employees have earned in the current and prior periods, discounting that amount and deducting the fair value ofany plan assets.
The calculation of defined benefit obligations is performed periodically by an independent qualified actuary using the projected unitcredit method. When the calculation results in a potential asset for the Company, the recognised asset is limited to the present value ofeconomic benefits available in the form of future refunds from the plan or reductions in future contributions, considering any applicableminimum funding requirements.
Remeasurements of the net defined benefit liability, comprising actuarial gains and losses, return on plan assets (excluding interest),and the effect of the asset ceiling (excluding interest), are recognised immediately in Other Comprehensive Income (OCI).
Net interest expense (income) on the net defined benefit liability (asset) is calculated by applying the discount rate used to measure thenet defined liability (asset) and is recognised in the Statement of Profit and Loss along with other expenses related to defined benefitplans.
When plan benefits are amended or a plan is curtailed, the resulting change in benefit relating to past service or the gain or loss oncurtailment is recognised immediately in the Statement of Profit and Loss. Gains and losses on the settlement of a defined benefit planare recognised when the settlement occurs.
Defined Contribution Plans
The Company also contributes to defined contribution plans such as Provident Fund (PF), Employees’ State Insurance Corporation(ESIC), and other statutory plans. Contributions to these plans are recognised as an expense in the Statement of Profit and Loss in theperiod in which the employees render service. The Company has no further payment obligations once the contributions are made.
3.14 Financial Liabilities
Financial liabilities are subsequently measured at amortised cost or at FVTPL.
3.14.1 Financial liabilities at FVTPL
Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on re-measurement recognized in profit and loss.The net gain or loss recognized in profit and loss is included in the 'Other Income / Other expenses’ line item.
3.14.2 Financial liabilities subsequently measured at amortised cost
Financial liabilities that are not held for trading and are not designated as at FVTPL are measured at amortised cost.
3.14.3 Derecognition of financial liabilities
The Company de-recognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or haveexpired.
3.15 Cash flow statement
Cashflows are reported using the indirect method, whereby net profit before tax is adjusted forthe effects of transactions of a non-cashnature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated withinvesting or financing cash flows. The cash flows from operating, investing and financing activities are segregated.
3.16 Earnings per share
Basic earnings persha re is computed by dividing the profit/(loss) aftertax by the weighted average numberof equity shares outstandingduring the year. The weighted average number of equity shares outstanding during the year is adjusted for the events for bonus issue,bonus element in a rights issue to existing shareholders, share split and reverse share split (consolidation of shares). Diluted earningsper share is computed by dividing the profit / (loss) after tax as adjusted for dividend, interest and other charges to expense orincome (net of any attributable taxes) relating to the dilutive potential equity shares, by the weighted average number of equity sharesconsidered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued onconversion of all dilutive potential equity shares.
3.17 Segment Reporting
The Company is engaged in only one type of business i.e. ownership/charter of offshore support vessels. There are no separatereportable segments.
3.18 Critical accounting judgements and key sources of estimation uncertainty
The preparation of these financial statements requires management to make judgements, estimates, and assumptions regarding thecarrying amounts of assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are basedon historical experience and other relevant factors. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in theperiod in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if therevision affects both current and future periods.
4 Amendment to Existing issued Ind AS
Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (IndianAccounting Standards) Rules as issued from time to time. Forthe year ended March 31, 2025, MCA has notified Ind AS -117 InsuranceContracts and amendments to Ind AS 116- Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April1, 2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have anysignificant impact in its financial statements.
Employee benefit plans24A Defined contribution plans
The Company makes contribution towards provident fund to a defined contribution benefit plan for qualifying employees. Under the plan, theCompany is required to contribute a specified percentage of payroll cost to the contribution plan to fund the benefits. The provident fund plan isoperated by the Government administrated employee provident fund. Eligible employees receive the benefits from the said Provident Fund. Boththe employees and the Company make monthly contributions to the Provident Fund plan equal to specific percentage of the covered employee’ssalary. The Company has no obligations other than this to make the specified contribution.
(A) Defined benefit plans
The Company earmark liability towards Gratuity and provide for payment under Group Gratuity Scheme administered by the Life InsuranceCorporation of India (LIC).
(a) Characteristics of defined benefit plan
The Company has a defined benefit gratuity plan in India (funded). The Company’s defined benefit gratuity plan is a final salary planfor employees, which requires contributbns to be made to a separately administered fund. The fund is managed by a trust whichis governed by the Board of Trustees. The Board of Trustees are responsible for the administratbn of the plan assets and for thedefinition of the investment strategy.
(b) Risks associated with defined benefit plan
Gratuity is a defined benefit plan and Company is exposed to the Following Risks:
Interest rate risk: A fall in the discount rate which is linked to the G. Sec. Rate will increase the present value of the liability requiringhigher provision. A fall in the discount rate generally increases the mark to market value of the assets liability requiring higher provision.A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such,an increase in the salary of the members more than assumed level will increase the plan’s liability.
Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined byreference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it willcreate a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and otherdebt instruments.
Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101of Income Tax Rules, 1962, this generally reduces ALM risk.
Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have anylongevity risk.
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance Company and a default willwipe out all the assets. Although probability of this is very less as insurance Companies have to follow regulatory guidelines.
(c) Characteristics of defined benefit plans
The Company has the benefit scheme in line with Payment of Gratuity Act, 1972, for those employees who are getting benefit as perPayment of Gratuity Act, 1972. Change in liability (if any) due to this scheme change is recognised as past service cost.
(d) A separate trust fund is created to manage the Gratuity plan and the contributions towards the trust fund is done as guided by rule 103of Income Tax Rules, 1962.
Note:
28.1 The Company will follow Ind AS -21- The effects of Changes in Foreign Exchange Rates, under which restated gain or loss on suchforeign currency borrowing will be charged to profit and loss account for the respective period.
28.2 In the past, the Company had recognized a provision for the amount receivable from its subsidiary, Garware Offshore InternationalServices Re. Limited, considering uncertainty in recovery. However, during the current financial year, the said amount has been receivedin full from the subsidiary. Accordingly, the provision earlier created has been reversed in the books of accounts.
28.3 In the previous year, the Company sold 1 Vessel. The loss of Rs. 282.03 lakhs on sale of vessel has been accounted. Major portion of theproceeds from the sale of vessel has been used towards prepayment of settelment arrived at with Phoenix ARC Pvt Ltd
28.4 In the previous year, the Company has sold a 58.82% of its stake of 68% in the partly owned subsidiary, Global Offshore Services B.V.This amounted to 40% of the entre subsidiary equity. The loss on sale (over and above the impairment provision from the previous year)has been accounted, amounting to Rs. 6,661.77 lakhs.
Based on the fair market value for the remaining 28%, the Company has decided to impair the entire remaining investment amounLAccordingly, the Company has made an additional impairment provision of Rs. 4,666.16 lakhs
28.5 In the previous year, the Company has sold its remaining office premises and a vehicle. Accordingly profit of Rs. 174.62 lakhs has beenaccounted. Majority of the proceeds from the sale of office premises has been used for the prepayment of the settelment amount arrivedat with Phoenix ARC PvL Ltd.
30C Financial and liquidity risk management objectives
The average payment terms of creditors (trade payables) is 90-120 days. Other financial liabilities viz. employee payments, other payablesare payable as and when due.
30D Credit risk management
Credit risk refers to the risk that a counter party will default on its contractual obligations resulting in financial loss to the Company. Themajor class of financial asset of the Company is trade receivables. For credit exposures to customer, management assesses the creditquality of the customer, taking into account its financial position, past experience and other factors. As the Company does not hold anycollateral, the maximum exposure to credit risk for each class of financial instruments is the carrying amount of that class of financialinstruments presented on the statement of financial position.
30E Foreign Currency risk management
Since part of the revenues for the year were denominated in US Dollars, there is a translation risk as the Company has to report its financialperformance in INR. However, a small portion of the risk is “paired”, as some of the Company’s operating costs are incurred in US Dollars.
31 - Segment Information
The Company is engaged in only one type of business i.e. charter of offshore support vessels. There are no separate reportable segments.
36 Other Statutory Information
i. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company forholding any Benami property.
ii. The Company does not have any transactions with companies that have been struck off.
iii. The Company has created charges in favour of Others for securing deposits to the Company.
iv. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
v. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities(Intermediaries) with the understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company(Ultimate Beneficiaries) or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
vi. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Company shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the FundingParty (Ultimate Beneficiaries) or
b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
vii. The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed asincome during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevantprovisions of the Income Tax Act, 1961).
viii. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies(Restriction on number of Layers) Rules, 2017.
39. Previous year’s figures have been regrouped / reclassified, to correspond with the current year’s classification / disclosure.
As per our report of even date attached For and on behalf of the Board
For D. Kothary & Co. Aditya Garware J. M. Guhathakurta M. M. Honkan
Chartered Accountants Chairman Director Wholetime Director
Firm Reg. No. 105335W DIN: 00019816 DIN : 10306595 DIN : 08392886
Deepak O. Narsaria P. S. Shah A. C. Chandarana
Partner Chief Financial Officer Company Secretary
Membership No. 121190 & President - Legal & Admn.
UDIN: 25121190BMLLWF4358
Mumbai, 23rd May 2025 Mumbai, 23rd May 2025