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4. In order to fully appreciate the terms of the charter, it is necessary to discuss/reproduce some of the clauses of the Charter Agreement:

“10. Maintained and Operation

(a)(i) Maintenance and Repairs: - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposes of the Charters and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers, appurtenances and spare parts in a good state of repair. In efficient operating condition and in accordance with good commercial maintenance practice and except as provided for in Clause 14(1) if applicable at their own expense they shall at all times keep the Vessel’s class fully upto date and free of overdue recommendations and/or conditions with the classification.” xxxx xxxx xxxx xxxx xxxx “(ii) New Class and Other Safety Requirements – In the event of any improvement, structural changes or new equipment becoming necessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing (excluding the Charterer’s loss of time) more than the percentage stated in Box 23 or if Box 23 is left blank, 5 per cent of the Vessel’s insurance value as stated in Box 29 then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be shared between the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard, inter alia to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to dispute resolution method agree in Clause 30.

painting, installment and re-installment, registration and re- registration if required by the Owners shall be at the Mortgage(s) bearing on the Vessel that would be required as a result of a change of flag initiated by the Charterers shall be Charterer’s cost.

(e) Changes to the Vessel: Subject to Clause 10(a)(ii) the Charterers shall make no structural changes in the Vessel or changes the machinery, boilers, appurtenances or spare parts thereof without in each instance first securing the Owners approval thereof, if the Owners so agree, the Charterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter.” …. …. …. …. ….

Conclusion:

43. On giving our thoughtful consideration to the issue at hand, we are in full agreement with the view taken by the Courts below and find no reason to interfere in appeal.

44. We have referred to the various terms of the bareboat charter which make it quite clear that Reflect Geophysical had the status of a de facto owner. The charter agreement did contain a clause for conversion of the status into a de jure owner but the occasion for the same never arose. The option to purchase was to be exercised by an advance intimation of six months prior to the end of the charter period and the purchase price was also specified as US$ 3,01,50,000. The charterer could not make any structural changes in the vessel or in the machinery, boilers, appurtenances or space parts thereof without first securing the owner’s approval and the vessel had to be restored to its former condition before the termination of the charter, if so required by the owners. This was, thus, a deed between the owner of the respondent and Reflect Geophysical.