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Directors Report of Dolphin Offshore Enterprises (India) Ltd.

Mar 31, 2016

Dear Members,

The Directors have great pleasure in presenting their Thirty Seventh Annual Report together with the audited financial statements for the year ended March 31, 2016.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarized Audited Financial Results -

Rs. in crs

Particulars

Consolidated for year ended 31st March

Standalone for year ended 31st March

2016

2015

2016

2015

Total Income

168.77

206.41

44.12

67.11

Profit before depreciation, exceptional item and taxes

65.87

87.86

(19.86)

(10.08)

Deducting depreciation

21.37

21.88

3.98

5.10

Profit before exceptional item

44.50

65.99

(23.84)

(15.18)

Exceptional item

0

28.00

28.00

Profit before tax

44.50

37.99

(23.84)

(43.18)

Deducting taxes

3.34

3.29

2.45

1.18

Profit after tax

41.16

35.70

(26.29)

(44.36)

The proposed appropriations :

Dividend

Corporate dividend tax

General reserve

62.52

54.41

49.22

49.22

Balance carried forward :

427.53

374.35

129.20

155.49

1.2 Dividend -

In view of loss for the year ended March 31, 2016, the Board has decided not to recommend any dividend for the financial year 2015-2016 for the declaration by the shareholders at the ensuing Annual General Meeting.

1.3 State of Company’s Affairs / Review of Operations -

During the year, the performance of the Company was not good as compared to the previous year as the Company could not procure any major EPC contract. The Income is mainly from the contracts with RAL,ONGC, Leighton and L&T The income was down to Rs. 44 crs as against Rs. 67 crs achieved in the previous years. Management took a conscious decision to write of Rs.8.26 crs as Bad debts as a matter of prudent financial management and also provided provision Rs.12.65 crs. for doubtful debts as Rs.29.76 crs due from parties which are either wound up or declared sick. As a result of the reduced turnover, write off and provision, the Company posted a net loss of Rs. 26.29 crs as compared to net loss Rs. 44.35 Crs during the previous year.

1.4 Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors'' Report on the Consolidated Accounts is also attached. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges.

A report on the performance and financial position of each of the subsidiaries and joint venture companies as per the Act is provided in Form AOC-1 attached to financial statements.

1.5 Matters Arising Out of the Auditors’ Report -

The Auditors'' have made the following observations under Emphasis of Matters and qualifications in their Report:

Standalone Financial Statements

Note 36(b) Liquidated Damages of Rs. 1229.46 lakhs (PY Rs. 11,08.55 lacs)

The above claims had arisen out of the one EPC contract executed during the year 2009-2010, these claims have been referred for resolution before the Outside Expert Committee (OEC) set by the client .The OEC has recommended a lower amount, the matter has been referred to arbitration. The management is in discussion with ONGC for an amicable settlement.

Note 36(c) Extra Claims aggregating Rs. 18, 98.24 lacs has been recognized in the books of account.

The above claims had arisen out of the one EPC contract executed during the year 2010-2011, these claims have been referred for resolution before the Outside Expert Committee (OEC) set by the client. The OEC has recommended a lower amount, and the matter has been referred to arbitration. The management is in discussion with ONGC for an amicable settlement.

Note 36(d) Additional Expenditure aggregating Rs. 10,200.76 lacs has been recognized in the books of account

The above claim had arisen out of the above EPC contract. The Company had carried out extra work amounting to Rs. 102,00.76 lacs. The Company is in discussion with customer for finalization of claim and management expects a favourable outcome.

Note 36(e) Provision of Rs.1264.85 lacs against dues of Rs.2,976.60 lacs from parties which are wound up or declared sick.

The management is doing their best to recover to the extent possible from these parties.

CARO, 2016

There were minor delays in making the statutory payments which were paid of subsequently.

The other matters stated under Emphasis of Matters in their Report are self-explanatory; hence no further explanation has been provided.

Consolidated Financial Statements

Trade receivables consist of an amount of Rs.87,10.84 lacs due by Evya to the Mauritius subsidiary of the Company. The Company has commenced arbitration in the London Court of International Arbitration against Evya to enforce its rights and recover the amount due. The Company has already made the claim submissions and applied for an interim award.

Management is confident of recovering above amounts and accordingly no provision is required in the books of account.

Management has deferred the construction of the Vessels in view of the current market situation. Should the project not continue, the recoverability of the work in progress is expected to be around Rs. 13,23.55 lacs. In the current year, there would be more visibility on the project and management would then take a call on the course of action.

2.0 MANAGEMENT’S DISCUSSIONS AND ANALYSIS:

2.1 Industry Trends and Developments -

The world will continue to demand more and more energy in the next years as the global population will continue to grow and this population increase will be concentrated primarily in Asia and Africa, which will also be driving growing global urbanization. A larger population, by itself, indicates a growth in energy demand. And a larger contingent of urban inhabitants also necessarily implies an increase in energy consumption. It is interesting to note that it is only recently that the world has had more people living in cities than in the countryside. This is expected to increase in the years. Besides, the current low oil prices are also fuelling demand.

The forecast for the industry is extremely different today compared with how it looked just a couple of years ago. The global economic weakness (in particular, slower growth in China and continuing financial woes in Europe); tougher fuel economy regulations; more viable forms of alternative energy; and the development of extraordinarily efficient engines on equipment as varied as cars, earthmovers, and power plants have all combined to dramatically curtail the need for oil. Meanwhile, robust new reserves, especially of shale oil, in numerous regions around the world are glutting the market.

Oil prices have plummeted in the space of just a few months. In the summer of 2014 a barrel of “black gold” cost over $100. In January 2016 a barrel cost less than $40. The prices have always been volatile, but even more so during the past decade.

This fall is a blessing for consumers and not for those extracting oil and natural gas, EPC contractors or constructing the pipelines. In response, companies have slashed their capital expenditures.

India, it is different story, in order to achieve self-sufficiency in energy generation, the State owned players, ONGC and GSPC is continuing their expansion plans.

India is the world''s fourth-largest energy consumer with oil and gas accounting for around 37 percent of total energy consumption. The oil & gas would continue to hold a place of key importance in India''s economy as it is one of the six core industries in India.

Domestic production of oil and gas is very low; this makes India heavily dependent on the import of the crude oil and natural gas. The high economic growth in the past few years and increasing industrialization coupled with a burgeoning population have created a lot of concern for India''s energy scenario. Therefore, the government is taking lot of efforts to increase the production of oil & gas.

The Government of India has adopted several policies, including allowing 100 per cent foreign direct investment (FDI) in many segments of the sector, such as natural gas, petroleum products, and refineries, among others.

ONGC has come out with many EPC contracts in the brown field. This market is expected to be remain buoyant in the coming years as ONGC proposes to come out with many high value tenders in brown & green fields including re-issue of LEWPP-II tender.

2.2 The year in perspective -

Like the previous year, during the year under review also, the Company could not procure any new EPC contracts or major subcontracts.

The number tenders for EPC contracts were issued by ONGC is less than that is expected. The performance of the Company was affected to due to the above and also due to under cutting of prices by the bidders due to increased competition.

Unlike brown field projects, the Company does not have any inherent advantage in being competitive in these Greenfield projects as the advantage essentially lies with those companies who own fabrication yards, heavy lift barges or pipe lay barges, none of which is owned by the Company.

Despite, the disadvantages stated above, the Company actively participated in many tenders. The Management is putting its best effort to win contracts, but was not willing to win contracts on a price where incurring losses was a certainty.

The current order book position of the Company is low, but better than that of the previous year.

The vessel, Vikrant Dolphin owned by Dolphin Offshore Enterprises (Mauritius) Pvt. Ltd. has been deployed in Mexico on a long term charter for 3 years commencing January 2015. However, due to fall in oil price, the charterer is not making timely payments. Legal action has been initiated to recover the outstanding amount from the charterer.

2.3 Future Prospects -

The future prospects in the coming years look better on account of the reasons stated below:

- Oil and gas still remains the main source of energy in spite of the increased production of shale gas and other alternative forms of energy.

- Global and domestic demand for liquid hydrocarbons will continue to be firm.

- As per information received by the Company, ONGC will be coming out with the reissue of LEWPP-II tender and also tenders for revamp of BHS, NQ RC, ICP SHW, WIS platforms etc. valuing Rs. 6000 crs to Rs. 8000 crs. A substantial portion of this investment will be made in brown field projects, where your Company has an inherent advantage as it has in-house capabilities of undertaking such EPC projects.

The Company has submitted its bids to many tenders of ONGC which are currently under evaluation and has also submitted subcontract proposals to companies such as L&T and Sapura which are also under consideration.

Recently, ONGC awarded to the Company Underwater Structural Repair of HC Platform of Heera Field project valuing around USD 4 MN.

- To take advantage of new geographical markets, subsidiaries have been set up in Saudi Arabia and Oman jointly with local partners and the Company is also actively pursuing various opportunities in Middle East. The vessel Beas Dolphin & Divine Dolphin are undergoing operations in the Middle East. Efforts are also on for the alternate deployment of the barge Vikrant Dolphin in abroad in the event of the termination the charter of the said barge.

In order to enhance the business in Middle East, the Company has entered into an MOU with M/s. Sanat Gostar Kish Co (SGK) for providing various services of the Company in Middle East. To begin with, the Company has entered into a contract valuing USD 7 MN with SGK for providing a DP/DSV vessel with diving personnel for 200 days for the SGK project in Middle East.

- Having formed a JV in Saudi Arabia and Oman, the Company is presently pursuing several offshore and onshore projects.

In view of the factors stated above, Management is confident that the Company will see a turnaround in the season ahead and be able to improve its performance during 2016-2017.

2.4 Business Risks and Management’s assessments -2.4.1 Increased international competition:

Due to recent fall in oil price which has resulted in slowing down of fresh/ongoing investment in the Oil and Gas Sector internationally, hence there is an increased competition from foreign companies.

The significant drawback of the EPC market is that, the winner will get the entire contract and there is little scope for picking up sub contract work .

Management expects that ONGC is in the process of floating tender for BHS-Revamp, NQ-RC Revamp, ICP Revamp, SHW Revamp ,WIS Revamp etc and also going to reissue LEWPP-II tender this year.

To become more competitive and also to reduce the risk, the Company would be tying as subcontractor basis with other big companies in this field.

2.4.2 Pressure on margins:

As stated above, in view of increased competition and slowing down of expansion & modifications plans, the margin will be under pressure.

Management is aware of this fact, and is taking steps to ensure that input costs, both direct and indirect, are reduced to the maximum extent possible with compromising on the quality.

2.4.3 Predominance of a single customer:

By and large, internationally oil and gas industry where Government owned oil and gas companies have been emerged as the single largest producer of oil and gas in most countries. Accordingly, most markets are now dominated by a single customer in that particular market, and India is no exception where ONGCL is the predominant oil and gas producer in India, especially in the shallow offshore fields.

There are other players as well in the Indian market, such as Reliance, British Gas, Cairn Energy etc. However, with the exception of Reliance, most of the investments made by these companies in their offshore fields are only a small fraction of ONGC''s budgets, and hence these markets continue to be dominated by ONGC.

Reliance has made substantial investments in their offshore fields, however, these fields are in deep water, and most of the assets, resources and technology required to operate in deep water are very different from the kind of technology and resources required for operating in the shallow water offshore fields (i.e. in fields with water depths of up to 200 - 300 meters).

Therefore, the Company has been highly dependent on the decisions and plans of ONGC, as well as the timing and terms and conditions of their tenders.

In an attempt to reduce this dependency on ONGC, the Company is trying to expand its markets geographically into the Middle East and the Far East. The Company has set up subsidiaries in Saudi Arabia and Oman jointly with local partners, however the capital contribution in these Companies is yet to be done. These subsidiaries will be activated as and when the Company get any order.

As can be seen from the consolidated results of the Company, it can be seen that the Company has succeeded in its objective of reducing dependency on ONGC more than 80% of the group revenues are from the overseas operations. However, because of the weak oil price, the subsidiaries of the Company are facing an uphill task in realizing the payments from its client.

2.4.4 Contractual nature of business:

Most of the Company''s revenues are earned on construction / modification contracts, where the Company is either a main contractor or a subcontractor. This has led to some fluctuations in the year to year revenues, and resultant profits, as revenues can now be recognized only when contracts are completed in total, or proportionate completion basis.

The order book position of the Company is also dependent on the schedule and timing of award of contracts by its clients.

This problem is compounded by the fact the Company''s yearend is March 31, which is in the middle of the working season in Mumbai High, which ends around May 31.

Further, the contracts awarded by ONGC are generally for around 12 to 24 months, although in some cases contract completion period has been 36 months. Hence, the order book position and revenue visibility is also weak, especially at year end, as most of the contracts for the new season (i.e. October to May) would be awarded just before or during the monsoon period.

However, these fluctuations are only expected to be timing difference, which will even out over a period of time. These fluctuations in reported revenues and profits would not affect the overall revenue earning and profit making capacity of the Company.

It may be noted that market conditions in the Middle East and Far East are different, as the oil companies in these markets tend to give contracts for longer durations and their working seasons are different from the Indian seasons.

2.5 Internal Control Systems and their adequacy -

The Company has adequate internal control systems in place. With a view to monitor the Company''s performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firm of Chartered Accountant as Internal Auditor. The Audit Committee of the Board considers the reports of this Internal Auditor. The Audit Committee ensures that internal control systems are adequate and working effectively.

The Companies Act, 2013 has imposed specific responsibilities on the Board of

Directors towards the company''s internal financial controls and, inter alia, requires the Board to state that they have laid down internal financial controls to be followed by the company and that such internal financial controls (IFCs) are adequate and were operating effectively. The auditor has not able to comment on the above as the frame work and risk controls are yet to be prepared by the Company. The Company has appointed a Chartered accountant firm to help the Company in laying down the IFC even though the Company has enough controls which are not strictly documented as per the IFC.

2.6 Human Resources and Industrial Relations -

The Board wishes to express its sincere appreciation to all employees in your Company for their contributions to your Company during the year. Harmonious relations continued to prevail in the organization, strengthening the well-established traditions of fairness in dealings and commitment to the future growth of employees through sustained growth of your Company.

3.0 ISO 9002 CERTIFICATION:

ISO 9002 Certification has been renewed through the American Bureau of Shipping [ABS] for the following services:

- Marine management of vessels

- Diving and underwater engineering

- Management of fabrication and offshore turnkey projects

The Board would like to acknowledge the efforts and dedication of all employees in implementing and maintaining the high quality standards that the Company has set for itself.

4.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Shri. Rear Admiral Kirpal Singh, Non Executive Director of the Company retire by rotation, and being eligible, seeks re-appointment.

Your Directors recommend the re-appointment and appointment of the above directors.

Mrs. Manjit Kirpal Singh was appointed as an Additional Director of the Company w.e.f 27th May, 2016. In accordance with Section 161 of the Act, Mrs. Manjit Kirpal Singh holds office upto the date of the forthcoming AGM of the Company and being eligible, offers his candidature for appointment as Director. Your approval has been sought in the Notice convening the forthcoming AGM of the Company.

Mr. Jayaraman (Independent Director) resigned from the Board w.e.f 06.11.2015.

Rear Admiral Kirpal Singh, Chairman; Mr. Satpal Singh, Managing Director & CEO; Mr. Navpreet Singh, Joint Managing Director & CFO and Mr. V Surendran, Vice President(Corp and Legal) and Company Secretary are the Key Managerial Personnel (KMP) as per the provisions of the Companies Act, 2013.

5.0 NUMBER OF MEETINGS OF BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and advance notice is given to directors/ committee members to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are noted at the subsequent Board meeting and made part of the minutes of such meeting.

The notice and Agenda of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met six times in financial year 2015-2016 viz., on May 12, 2015, July 14, 2015, August 12, 2015, September 29, 2015 November 06, 2015 and February 4, 2016. The gap between any two meetings did not exceed 120 days.

6.0 COMMITTEES OF THE BOARD

During the year under review, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently 7 Committees of the Board, as follows:

i. Audit Committee

ii. Corporate Social Responsibility Committee

iii. Investment Committee

iv. Nomination and Remuneration Committee

v. Stakeholders'' Relationship Committee

vi. Affixing Common Seal

vii. Committee for Banking Operation

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

7.0 BOARD INDEPENDENCE

The terms of the definition of ‘Independence'' of Directors is derived from Regulation of the SEBI (Listing and Obligations Disclosure Requirement) Regulations, 2015 with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of aforesaid Regulation Section 149(6) of the Companies Act, 2013 :-

a) Mr. Sabyasachi Hajara

b) Mr. Bipin R. Shah

c) Dr. F. C. Kohli

d) (Dr.) Mrs. Vasantha S. Bharucha

In terms of the provisions of section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing and Obligations Disclosure Requirement) Regulations 2015 , the Company appointed one Woman Director.

8.0 COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure I to this Report.

9.0 AUDITORS:

M/s. Haribhakti and Co. LLP Chartered Accountants has been appointed as Auditors of the Company for three years from the end of the forthcoming Annual General Meeting held on 29.09.2015 till the conclusion of 38th Annual General Meeting to be held in 2017 with yearly ratification by the Shareholders. Your Directors recommend the ratification of their appointment.

10.0 FIXED DEPOSITS:

The Company has not invited or accepted Fixed Deposits from the public within the meaning of Section 73 of the Companies Act, 2013. As at March 31, 2016, there are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

11.0 SUBSIDIARY COMPANIES:

As on March 31, 2016 the Company has 2 wholly owned subsidiaries, one Indian subsidiary and one foreign subsidiary. There has been no change in the number of subsidiaries or in the nature of business of these subsidiaries, during the period under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statement of the Company and all its subsidiary companies which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dolphinoffshore. com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.dolphinosffhore.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Registered Office of the Company.

12.0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided loans and guarantees and made investments pursuant to Section 186 of the Companies Act, 2013, details of which are mentioned in the Annexure II.

13.0 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval. The policy on Related Party Transactions as approved by the Board is available on the Company''s website.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure III.

14.0 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

15.0 RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The above Policy has been uploaded on the website of the Company “www.dolphinoffshore.com”.

The Company''s internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors & Transactional Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

16.0 ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company values its employees and is committed to protecting their health, safety and well-being. It therefore continues to develop and improve its arrangement for managing environment, health and safety issues. The managements vision is to see that the risks to employees'' health and safety arising from work activities are effectively controlled, thereby contributing to the overall economic and social well-being of the community.

The Company''s Management takes its responsibilities for managing its environment, health & safety systems, policies and practices very seriously by implementing various rules and regulations laid down under Factories Act, 1948 and the Environment (Protection) Act, 1986.

17.0 CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee. The details about the development of CSR Policy as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure IV to this Report.

Since the Company does not have net profit for the last three Financial Years, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities. Accordingly, the provision of the sub-section (5) of the Section 135 of the Act will not applicable to the Company.

18.0 PARTICULARS OF EMPLOYEES

Your Directors acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2016, was 163 (as on 31st March, 2015: 188).

19.0 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

20.0 ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

21.0 FINANCIAL YEAR

Section 2(41) of the Companies Act, 2013 has defined “financial year” as the period ending March 31 for all companies and bodies corporate.

22.0 CEO & CFO CERTIFICATION

Certificate from Mr. Satpal Singh, Managing Director & CEO and Mr. Navpreet Singh, Joint Managing Director

& Chief Financial Officer, pursuant to provisions of Regulation 17 of SEBI(Listing Obligation and Disclosure Requirement) Regulations ,2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 27, 2016.

A copy of the certificate on the financial statements for the financial year ended March 31, 2016 is annexed along with this Report.

23.0 SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Mr. V. Sundaram, Practicing Company Secretary; to conduct the Secretarial Audit and his Report on Company''s Secretarial Audit is appended to this Report as Annexure V

24.0 PARTICULARS OF REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company up to the date of the ensuing Annual General Meeting.

The other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 are forming part of this report as Annexure VI.

25.0 DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors hereby confirm that;

i. In the preparation of the annual accounts for financial year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. 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 March 31, 2016 and of the profit /loss of the Company for the year ended on that date.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended March 31, 2016 on a going concern basis.

v. The directors have laid down internal financial controls to be followed by the bank and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

26.0 STATUTORY DISCLOSURES

The disclosures to be made under sub-section (3)(m) of the Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies(Accounts) Rules, 2014 are explained below:

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars regarding foreign exchange earnings and outgo as appear as separate items in the notes to the Accounts as these figures are not material in nature due to the poor performance of the Company. The Company is having only small workshops and engaged in short duration contract type jobs, therefore, the particulars relating to conservation of energy and technology absorption stipulated in the Companies Accounts Rule, 2014 are not much relevant to Company as it did not execute any major contracts during year under review. However, to the extent possible, the Company is using energy efficient equipments and lights for the conservation of energy.

Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No case has been filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the year under review.

27.0 EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section (3) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2016 forms part of this report as Annexure VII.

Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2015-2016.

28.0 CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in entered into with the Stock Exchanges, form part of this Annual Report.

The Chief Executive Officer''s declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

29.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation which the Company has received from its Clients, Bankers, Financial institutions, and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

REAR ADMIRAL KIRPAL SINGH

CHAIRMAN

Mumbai

May 27, 2016


Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting their Thirty Sixth Annual Report together with the audited financial statements for the year ended March 31, 2015.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

Rs. in crs

Particulars Consolidated for Standalone for year ended 31st year ended 31st March March 2015 2014 2015 2014

Total Income 206.41 369.21 67.11 246.99

Profit before 87.86 118.48 (10.08) 5.44 depreciation, exceptional item and taxes

Deducting depreciation 21.88 20.92 5.10 4.01

Profit before exceptional 65.99 97.56 (15.18) 1.42 item

Exceptional item 28.00 35.30 28.00 35.30

Profit before tax 37.99 62.26 (43.18) (33.87)

Deducting taxes 2.29 1.34 1.18 0.19

Profit after tax 35.70 60.92 (44.36) (34.07)

The proposed appropriations :

Dividend - - - -

Corporate dividend tax - - - -

General reserve 54.41 54.13 49.22 49.57

Balance carried 374.35 332.54 155.49 200.20 forward:

1.2 Dividend -

In view of loss for the year ended March 31, 2015, the Board has decided not to recommend any dividend for the financial year 2014-2015 for the declaration by the shareholders at the ensuing Annual General Meeting.

1.3 State of Company's Affairs / Review of Operations -

During the year, the performance of the Company was not good as compared to the previous year as the Company could not procure any major EPC contract. The Income is mainly from the contracts with ONGC, Leighton and L&T The turnover was down to Rs. 67 crs as against Rs. 247 crs achieved in the previous years. Management took a conscious decision to reverse income of Rs. 7.15 crs and write of Rs. 20.85 crs as Bad debts as a matter of prudent financial management even though the amount written off are in the process of resolution through Arbitration. Such reversal & write offs aggregating Rs. 28 crs have been considered as exceptional items of expenditure for the year. As a result of the reduced turnover and such exceptional items of Rs. 28 crs, the Company posted a net loss of Rs. 44.35 crs as compared to net loss Rs. 34.07 Crs during the previous year.

1.4 Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges.

1.5 Matters Arising Out Of The Auditors' Report -

The Auditors' have made the following observations under Emphasis of Matters in their Report:

Note 37(b) & (c) Liquidated Damages of Rs. 11,08.55 lacs amounting to Rs. 18,98.24 lacs

The above claims had arisen out of the one EPC contract executed during the year 2009-2010, these claims have been referred for resolution before the Outside Expert Committee (OEC) set by the client and management expects a favourable order from the OEC.

Note 37(e) Claims aggregating Rs. 10,200.76 lacs has been recognized in the books of account.

The above claim had arisen out of the above EPC contract. The Company had carried out extra work amounting to Rs. 102,00.76 lacs. The Company is in discussion with customer for finalisation of claim and management expects a favourable outcome.

The other matters stated under Emphasis of Matters in their Report are self explanatory; hence no further explanation has been provided.

2.0 ISO 9002 CERTIFICATION:

ISO 9002 Certification has been renewed through the American Bureau of Shipping [ABS] for the following services:

- Marine management of vessels

- Diving and underwater engineering

- Management of fabrication and offshore turnkey projects

- Ship repairs

The Board would like to acknowledge the efforts and dedication of all employees in implementing and maintaining the high quality standards that the Company has set for itself.

3.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Satpal Singh, Managing Director & CEO of the Company retire by rotation, and being eligible, seeks re-appointment.

The Board of Directors in their Board Meeting held on February 04, 2015 appointed Dr. (Mrs.) Vasantha S. Bharucha as an Additional Director (Independent) for 5 years subject to approval of shareholders.

Your Directors recommend the re-appointment and appointment of the above directors.

Rear Admiral Kirpal Singh, Chairman; Mr. Satpal Singh, Managing Director & CEO; Mr. Navpreet Singh, Joint Managing Director & CFO and Mr. V. Surendran, Company Secretary are the Key Managerial Personnel (KMP) as per the provisions of the Companies Act, 2013.

Rear Admiral Kirpal Singh, Chairman and Mr. V Surendran, Company Secretary were already in office before the commencement of the Companies Act, 2013.

Mr. Satpal Singh, Managing Director & CEO and Mr. Navpreet Singh, Joint Managing Director & CFO were appointed for 5 years w.e.f May 17, 2014 at the last Annual General Meeting held on September 18, 2014, none of the other KMP has resigned or appointed during the year under review.

4.0 NUMBER OF MEETINGS OF BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and advance notice is given to directors/ committee members to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are noted at the subsequent Board meeting and made part of the minutes of such meeting.

The notice and Agenda of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met four times in financial year 2014-2015 viz., on May 12, 2014, August 6, 2014, October 20, 2014 and February 4, 2015. The gap between any two meetings did not exceed 120 days.

5.0 COMMITTEES OF THE BOARD

During the year under review, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee (CSR). There are currently 7 Committees of the Board, as follows:

i. Audit Committee

ii. Corporate Social Responsibility Committee

iii. Investment Committee

iv Nomination and Remuneration Committee

v. Stakeholders' Relationship Committee

vi. Affixing Common Seal

vii. Committee for Banking Operation

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

6.0 BOARD INDEPENDENCE

The terms of the definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :-

a) Mr. Sabyasachi Hajara

b) Mr. Bipin R. Shah

c) Mr. J. Jayaraman

d) Dr. F C. Kohli

e) (Dr.) Mrs. Vasantha S. Bharucha

In terms of the provisions of section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company appointed one Woman Director.

7.0 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure I to this Report.

The Executive directors of the Company will receive commission @USD 250,000/- each from Dolphin Offshore Enterprises (Mauritius) Pvt Ltd for the FY 2014- 15

8.0 AUDITORS:

The Shareholders at the M/s. Haribhakti and Co. LLP Chartered Accountants retires as Auditors of the Company at the end of the forthcoming Annual General Meeting and are eligible for re-appointment. They are re-appointed for further period of 3 years and such appointment shall be ratified by the Members at the subsequent Annual General Meeting. Your Directors recommend the ratification of their re-appointment.

9.0 FIXED DEPOSITS:

The Company has invited and accepted Fixed Deposits from the public within the meaning of Section 73 of the Companies Act, 2013. As at March 31, 2015, the Company had accepted Fixed Deposits from shareholders and others of Rs. 146.40 Lacs (2014 - Rs. 152.40 Lacs). There are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

10.0 SUBSIDIARY COMPANIES:

As on March 31, 2015 the Company has 2 wholly owned subsidiaries, one Indian subsidiary and one foreign subsidiary. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the period under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statement of the Company and all its subsidiary companies which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dolphinoffshore. com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.dolphinosffhore.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Registered Office of the Company.

11.0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided loans and guarantees and made investments pursuant to Section 186 of the Companies Act, 2013, details of which are mentioned in the Annexure II.

12.0 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval. The policy on Related Party Transactions as approved by the Board is available on the Company's website.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure III.

13.0 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

14.0 RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The above Policy has been uploaded on the website of the Company "www.dolphinoffshore.com".

The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors & Transactional Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

15.0 ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company values its employees and is committed to protecting their health, safety and well-being. It therefore continues to develop and improve its arrangement for managing environment, health and safety issues. The managements vision is to see that the risks to employees' health and safety arising from work activities are effectively controlled, thereby contributing to the overall economic and social well-being of the community.

The Company's Management takes its responsibilities for managing its environment, health & safety systems, policies and practices very seriously by implementing various rules and regulations laid down under Factories Act, 1948 and the Environment (Protection) Act, 1986.

16.0 CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee which consists of Mr. Satpal Singh, Mr. Sabyasachi Hajara, Mr. J. Jayaraman, Vice Admiral H.S. Malhi and Mr. Navpreet Singh as its members. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 12, 2014. The details about the development of CSR Policy as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure IV to this Report.

Since the Company does not have net profit for the last three Financial Years, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities. Accordingly, the provision of the sub-section (5) of the Section 135 of the Act will not applicable to the Company.

17.0 PARTICULARS OF EMPLOYEES

Your Directors acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial.

The total number of permanent employees of the Company as on 31st March, 2015, was 188 (as on 31st March, 2014: 253).

18.0 VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

19.0 ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

20.0 FINANCIAL YEAR

Section 2(41) of the Companies Act, 2013 has defend "financial year" as the period ending March 31 for all companies and bodies corporate.

21.0 CEO & CFO CERTIFICATION

Certificate from Mr. Satpal Singh, Managing Director & CEO and Mr. Navpreet Singh, Joint Managing Director & Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 19, 2015.

A copy of the certificate on the financial statements for the financial year ended March 31, 2015 is annexed along with this Report.

22.0 SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Mr. V. Sundaram, Practicing Company Secretary to conduct the Secretarial Audit and his Report on Company's Secretarial Audit is appended to this Report as Annexure V.

23.0 PARTICULARS OF REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company up to the date of the ensuing Annual General Meeting.

The other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure VI.

24.0 DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors hereby confirm that;

i. In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards have been followed.

ii. 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 March 31, 2015 and of the profit of the Company for the year ended on that date.

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. The Directors have prepared the annual accounts for financial year ended March 31, 2015.

v. The directors have laid down internal financial controls to be followed by the bank and that such internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively.

25.0 STATUTORY DISCLOSURES

The disclosures to be made under sub-section (3)(m) of the Section 134 of the Companies Act,2013 read with Rule 8 (3) of the Companies(Accounts) Rules,2014 are explained below:

Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars regarding foreign exchange earnings and outgo as appear as separate items in the notes to the Accounts as these figures are not material in nature due to the poor performance of the Company. The Company is having only small workshops and engaged in short duration contract type jobs, therefore, the particulars relating to conservation of energy and technology absorption stipulated in the Companies Accounts Rule, 2014 are not much relevant to Company as it did not execute any major contracts during year under review. However, to the extent possible, the Company is using energy efficient equipments and lights for the conservation of energy.

Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment.

All employees (Permanent, contractual, temporary, trainees) are covered under this policy. No case has been fled under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the year under review.

26.0 EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section (3) of Section 134 and sub- section (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure VII.

Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2014-2015.

27.0 CORPORATE GOVERNANCE REPORT:

The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, form part of this Annual Report.

The Chief Executive Officer’s declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance.

28.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation which the Company has received from its Clients, Bankers, Financial institutions, and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

REAR ADMIRAL KIRPAL SINGH

CHAIRMAN

Mumbai May 19, 2015


Mar 31, 2014

To the Members,

The Directors have great pleasure in presenting the Thirty Fifth Annual Report on the business and operations of the Company, together with the audited financial statements for the year ended March 31, 2014.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

(Amounts in Lacs of Indian Rupees except EPS)

2013-14 2012-13

STANDALONE

Revenues 2,33,48.93 3,40,29.10

Gross operating profit 12,04.92 51,31.29

Net operating profit (348.03) 28,67.19

Profit before interest and depreciation 19,04.46 40,67.25

Profit before tax (33,87.43) 21,14.34

Net profit after tax (34,06.80) 14,83.08

Earnings per share

- Basic (Rs.) (20.31) 8.84

- Diluted (Rs.) (20.31) 8.84

CONSOLIDATED

Revenues 3,57,68.80 4,15,60.17

Profit Before Tax 62,26.12 54,73.93

Profit After Tax 60,92.36 47,10.71

Earnings per share

- Basic (Rs.) 36.32 28.09

- Diluted (Rs.) 36.32 28.09

During the year, the Company did not execute any major EPC contract other than additional work done on OGIP contract and hence the turnover and resultant profits have reduced in comparison with the previous year. The reasons for the Company not winning any EPC contracts during the year have been discussed in Section 2.2 of this Report. Management took a conscious decision to reverse income that was claimed as recoverable from a customer on arriving at a mutually agreeable settlement and also to write off during the year amounts no longer recoverable from a customer on conclusion of litigation proceedings. Such write offs aggregating Rs. 35,29.52 Lacs have been considered as exceptional items of expenditure for the year. After considering such exceptional items of Rs. 35,29.52 Lacs the Company posted a net loss of Rs. 34,06.80 Lacs as compared to a profit of Rs. 14,83.08 Lacs during the previous year.

1.2 Dividend -

In view of loss for the year ended March 31, 2014, the Board has decided not to recommend any dividend for the financial year 2013-2014 for the declaration by the shareholders at the ensuing Annual General Meeting.

1.3 Matters Arising Out Of The Auditors'' Report -

The Auditors'' have made the following observations under Emphasis of Matters in their Report:

Non provision of liquidated damages of Rs. 1596 Lacs (Previous year: Rs. 1840 Lacs).

The above LD has arisen out of the two EPC Contracts executed in the year 2009-10. Out of this amount, the LD of Rs. 409 Lacs in respect of one project has been written off completely. Further, provision of Rs. 2,48.50 Lacs in respect of other project has been made in financial year 2013-14. These claims have been referred for resolution before the Outside Expert Committee (OEC) set by the client and management expects a favourable order from the OEC.

Extra Claims of Rs. 3384 Lacs:

During the year 2010-2011, the Company incurred additional expenditure on executing additional work in terms of EPC contracts. The Company quantified and submitted its claims for extra work done. The Company has commenced discussions with the client for finalising the amounts payable for the additional work done on the contracts. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs. 33,84.45 Lacs (2013 - Rs. 33,84.45 Lacs) was recognised as revenue. The balance of the additional claims will be recognised as revenue as and when they are accepted by the customer. In the given circumstances, the management opines that these matters will be settled in favour of the Company.

These claims have been referred for resolution before the Outside Expert Committee (OEC) set by the client and management expects a favourable order from the OEC.

Bad debts written off & Reversal of accrued income Rs. 34,70.22 Lacs:

Issues regarding the recovery of additional claims against the Company''s customer were resolved with a decision going against the Company. Accordingly, sum of Rs. 30,11.53 Lacs has been written off as bad debts.

With a view to maintain cordial and harmonious relationship with its important customer and in return for being awarded additional work, the Company took a conscious decision to waive off the interest claim of Rs. 458.69 Lacs.

The other matters stated under Emphasis of Matters in their Report are self explanatory; hence no further explanation has been provided.

2.0 MANAGEMENT''S DISCUSSIONS AND ANALYSIS:

Available in separate section.

3.0 DUTY CREDIT ENTITLEMENT:

Due to its high foreign exchange / deemed export earnings; the Company has been awarded the status of "Trading House” for a period of five years ending in April 2014. This recognition by the Directorate General of Foreign Trade will help in easing procedural requirements for imports and exports.

4.0 ISO 9002 CERTIFICATION:

ISO 9002 Certification has been renewed through the American Bureau of Shipping [ABS] for the following services:

. Marine management of vessels

. Diving and underwater engineering

. Management of fabrication and offshore turnkey projects

. Ship repairs

The Board would like to acknowledge the efforts and dedication of all employees in implementing and maintaining the high quality standards that the Company has set for itself.

5.0 DIRECTORS:

5.1 Directors retiring by rotation -

During the year under review:

- Vice Admiral Harisimran Singh Malhi, Director of the Company, whose period of office is due to retire by rotation, and being eligible, offer himself for re-appointment.

- Mr. J. Jayaraman, Director of the Company whose period of office is due to retire by rotation at the ensuing Annual General Meeting, to be appointed as an Independent Director of the Company to hold office for five consecutive years from date of the ensuing Annual General Meeting.

Further, board of directors in its meeting held on August06, 2014 appointed Mr. Sabyasachi Hajara, Mr. Bipin R. Shah and Dr. F. C. Kohli, whose period of offices are liable to determination by retirement of directors by rotation, as Independent Directors of the Company to hold office for five consecutive years from date of the ensuing Annual General Meeting as per Section 149 of the Companies Act, 2013 and rules made thereunder.

The Board of Directors of the Company at its meeting held on May 12, 2014 have recommended re- appointment of Mr. Satpal Singh, Managing Director and CEO and Mr. Navpreet Singh, Joint Managing Director and CFO for further period of five years with effect from May 17, 2014 for approval of shareholders at the ensuing Annual General Meeting of the Company.

Your Directors recommend reappointment & appointment of the above directors.

The Board of Directors at its meeting held on May 12, 2014, accepted the resignation of Mr. Robert D. Petty, as Director of the Company. Inconsequent of resignation of Mr. Robert D. Petty, Mr. Karthik Athreya, Alternate Director to Mr. Robert D. Petty also ceased to be a Director of the Company. The Board of Directors express its sincere appreciation for their efficient and matured advices during their tenure.

Further, during the period under review, Mr. S. Venkiteswaran, Vice Chairman of the Company expired on December 21, 2013. The Board places on record the invaluable services rendered by him over the years, which had enabled the Company to stand on a sound footing.

6.0 AUDITORS:

M/s. Haribhakti and Co. LLP, Chartered Accountants retires as Auditors of the Company at the end of the forthcoming Annual General Meeting and are eligible for re-appointment. They are re-appointed for further period of 3 years and such appointment shall be ratified by the members at the subsequent Annual General Meeting. Your Directors recommend their re- appointment.

7.0 FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956. As at March 31, 2014 the Company had accepted Fixed Deposits from shareholders and others of Rs. 152.4 Lacs (2013 - Rs. 145.4 Lacs). There are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

8.0 SUBSIDIARY COMPANIES:

In terms of the general exemption granted by the Ministry of Corporate Affairs vide their General Circular No: 2/2011 dated February 08, 2011 under section 212(8) of the Companies Act, 1956, a summarized statement of financial data on the subsidiaries of the Company has been enclosed with this Annual Report in lieu of the audited financial statements. However, any member who is interested in obtaining copies of the audited financial statements of the subsidiaries may contact the Company Secretary.

The Consolidated Financial Statements of The Company and its subsidiaries, prepared in accordance with Accounting Standard AS - 21 prescribed by The Institute of Chartered Accountants of India, form part of this Annual Report.

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the Company''s subsidiaries is also attached.

9.0 FOREIGN EXCHANGE RECEIPTS AND EXPENDITURE:

During the year ended March 31, 2014, the Company''s foreign exchange receipts and expenditure was as follows:

(Amounts in Lacs of Indian Rupees)

2013-14 2012-13

Receipts

Contract revenues 83,27.43 1,27,47.62

Other income 1,94.69 31.26

85,22.12 1,27,78.88

Expenditure

Foreign subcontractors 7,20.09 5,82.26

Vessel charter & related expenses 11,19.13 25,55.37

Equipment related expenses 1,44.41 1,04.87

Materials, stores and spares 31.28 95,02.69

Foreign travel 3.06 15.70

Other matters 32.99 4,11.11

20,50.96 1,31,72.00 10.0 DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed

(ii) that the Directors had selected such accounting policies and, except as may be required in order to comply with newly introduced/modified accounting standards, applied them consistently, over the years 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 as at March 31, 2014 and of the profit of the Company for the year then ended.

(iii) that the Directors have taken proper and sufficient care for the 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.

(iv) that the financial statements have been prepared on a going concern basis.

11.0 PARTICULARS OF EMPLOYEES:

The information in accordance with Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in a separate statement and forms part of this Report. However, this statement is not being enclosed in the copy of the Annual Report being circulated to all the members as per the provisions of Section 219 (1) (b)

(iv) of the Companies Act, 1956. However, any member interested in obtaining a copy of this statement may contact the Company Secretary.

12.0 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

The information required under section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 do not apply to the business of the Company.

13.0 CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is attached by way of Annexure ‘A'' to this Report.

14.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation the Company has received from its Clients, Bankers, Financial institutions, and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED REAR ADMIRAL KIRPAL SINGH EXECUTIVE CHAIRMAN

Mumbai August 06, 2014


Mar 31, 2013

To THE MEMBERS OF DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

The Directors have great pleasure in presenting the Thirty Fourth Annual Report on the business and operations of the Company, together with the audited financial statements for the year ended March 31, 2013.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results - (Amounts in Lacs of Indian Rupees except EPS)

2012-13 2011-12 Variation year on year (%)

Revenues 3,40,29.10 1,74,98.31 94.47

Gross operating profit 51,31.29 33,84.62 51.61

Netoperating profit 28,67.19 12,43.65 130.55

Profit before interest 40,67.25 40,75.25 (0.2) and depreciation

Protit before tax 21,14.34 21,74.66 (2.77)

Net profit after tax 14,83.08 15,26.40 (2.84)

Earnings per share

- Basic (Rs.) 8.84 9.10 (2.86)

- Diluted (Rs.) 8.84 9.10 (2.86)

During the year, the turnover was higher on account of the execution of OGIP contract of ONGCL ,but the resultant profits have reduced in comparison with the previous year on account of increased pressure margin as a result of increased competition.

1.2 Dividend -

For the year 2012-2013, the Board of Directors has recommended a dividend of Rs.1.50 (2012: Rs.1.50) per equity share of Rs.10.00 each, which will result in a total outlay of Rs. 2.51 Crores (2012: Rs. 2.51 Crores) towards dividend. This year the Company has not made any provision for Dividend Distribution Tax amounting to Rs.0.41 Crores as Dolphin Offshore Shipping (Wholly owned subsidiary Company) has paid Dividend Distribution Tax to the treasury computed on the dividend paid by Dolphin Offshore Shipping Limited to the Company, which would be set-off against the Dividend Distribution Tax payable by the Company.

1.3 Matters Arising Out Of The Auditors'' Report -

The Auditors have qualified their report under the Note with regard to the non provision of liquidated damages of Rs. 18.40 crores (2012: Rs.30.40 crores) on execution of its EPC contracts.

There was an increase in the scope of work in respect of two EPC contracts that were executed during the previous year which resulted in delays not attributable to the Company and the recovery of standby charges. The Company has submitted its application for extension of contractual completion date to its clients along with its claims towards standby and extra work done. These proposals are being reviewed by the clients. In the given circumstances, the management opines that these matters will be settled in favour of the Company.

2.0 DUTY CREDIT ENTITLEMENT:

As a result of its foreign exchange earnings, the Company is entitled to receive Duty Credit Entitlement certificates equal to 10% of its foreign exchange earnings or deemed export earnings. During the Financial year, the Company has received Duty Credit entitlement certificates worth Rs.35.53 Crores (2012: Nil).

Due to its high foreign exchange / deemed export earnings; the Company has been awarded the status of "Trading House” fora period of five years ending in April 2014. This recognition by the Directorate General of Foreign Trade will help in ease procedural requirements for imports and exports.

These certificates, which are awarded to actual users, can be used in lieu of payment of customs duty and / or excise duties on the import of capital goods, spares and consumables that the Company may require in the normal course of its business.

As a result of this entitlement, the Company will be able to reduce it capital and operating expenditure and this in turn will enable the Company to be more competitive.

4.0 ISO 9002 CERTIFICATION:

ISO 9002 Certification has been renewed through the American Bureau of Shipping [ABS] for the following services:

- Marine management of vessels

- Diving and underwater engineering

- Management of fabrication and offshore turnkey projects

- Ship repairs

The Board would like to acknowledge the efforts and dedication of all employees in implementing and maintaining the high quality standards that the Company has set for itself.

5.0 DIRECTORS:

5.1 Directors retiring by rotation -

During the year under review, Mr. Arvind K. Parikh, Dr. F. C. Kohli and Mr. S. Sundar, Directors of the Company, are due to retire by rotation, and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment. The Board of Directors by passing a Circular resolution dated December 12, 2012, accepted the resignation of Vice Admiral Harisimran Singh Malhi from the post of Executive Director (Special Projects) and he continues to associate with the Company as Non-Executive Director with effect from November 30, 2012. The Board of Directors of the Company in their meeting held on April 29, 2013 have recommended re-appointment of Rear Admiral Kirpal Singh as Whole Time Director designated as Executive Chairman of the Company for a further period of three years with effect from October

01, 2013 for approval of shareholders at the ensuing Annual General Meeting of the Company.

6.0 AUDITORS:

M/s. Haribhakti and Co., Chartered Accountants retires as Auditors of the Company at the end of the forthcoming Annual General Meeting and are eligible for re-appointment. Your Directors recommend their re- appointment.

7.0 FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956. As at March 31, 2013, the Company had accepted Fixed Deposits from shareholders and others of Rs.145.4 Lacs (2012 - Rs

93.4 Lacs). There are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

8.0 SUBSIDIARY COMPANIES:

In terms of the general exemption granted by the Ministry of Corporate Affairs vide their General Circular

No: 2/2011 dated February 08, 2011 under section 212(8) of the Companies Act, 1956, a summarized statement of financial data on the subsidiaries of the Company has been enclosed with this Annual Report in lieu of the audited financial statements. However, any member who is interested in obtaining copies of the audited financial statements of the subsidiaries may contact the Company Secretary.

The Consolidated Financial Statements of The Company and its subsidiaries, prepared in accordance with Accounting Standard AS - 21 prescribed by The Institute of Chartered Accountants of India, form part of this Annual Report

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the Company''s subsidiaries is also attached.

9.0 FOREIGN EXCHANGE RECEIPTS AND EXPENDITURE:

During the year ended March 31, 2013, the Company''s foreign exchange receipts and expenditure was as follows:

(Amounts in Lacs of Indian Rupees)

2012-13 2011-12

Receipts

Contract revenues 1,27,47.62 97,71.27

Other income 31.26 1,08.58

1,27,78.88 98,79.85

Expenditure

Projects related materials 14.09

Foreign subcontractors 5,82.26 3,79.10

Vessel charter & related 25,55.37 2,92.72 expenses

Equipment related expenses 1,04.87

Materials, stores and spares 95,02.69 70.95

Foreign travel 15.70 25.71

Other matters 41,111 11.76

1,31,72.00 7,94.33

10.0 DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed

(ii) that the Directors had selected such accounting policies and, except as may be required in order to comply with newly introduced/modified accounting standards, applied them consistently, over the years and made judgments and estimates that are reasonable and prudent so as to give a true and fair review of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year then ended.

(iii) that the Directors have taken proper and sufficient care for the 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.

(iv) that the financial statements have been prepared on a going concern basis.

11.0 PARTICULARS OF EMPLOYEES:

The information in accordance with Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in a separate statement and forms part of this Report. However, this statement is not being enclosed in the copy of the Annual Report being circulated to all the members as per the provisions of Section 219 (1) (b)

(iv) of the Companies Act, 1956. However, any member interested in obtaining a copy of this statement may contact the Company Secretary.

12.0 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Particulars under Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable and hence no disclosure is being made in this Report.

13.0 CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is attached by way of Annexure ''A'' to this Report.

14.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation the Company has received from its Clients, Bankers, Financial institutions and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

REAR ADMIRAL KIRPAL SINGH

EXECUTIVE CHAIRMAN

Mumbai April 29, 2013


Mar 31, 2012

To THE MEMBERS OF DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

The Directors have great pleasure in presenting the Thirty Third Annual Report on the business and operations of the Company, together with the audited financial statements for the year ended March 31, 2012.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results - (Amounts in Lacs of Indian Rupees except EPS)

2011-12 2010-11 Variation year on year (%)

Revenues 1,74,98.31 276,76.06 (36.77)

Gross operating profit 33,84.62 5745.41 (41.09)

Net operating profit 12,43.65 3043.92 (59.14) Profit before interest and depreciation 40,75.25 47,58.92 (14.37)

Profit before tax 21,74.66 32,41.57 (32.91)

Net profit after tax 15,26.40 22,41.69 (31.91)

Earnings per share

- Basic (Rs.) 9.10 13.90 (34.53)

- Diluted (Rs.) 9.10 13.90 (34.53)

During the year, the Company did not execute any major EPC contract, and hence the turnover and resultant profits have reduced in comparison with the previous year. The reasons for the Company not winning any EPC contracts during the year have been discussed in Section 2.2 of this Report. During the year under review, applications for Duty Credit Entitlement of Rs.14.30 Crores has been submitted.

1.2 Dividend -

For the year 2011-12, the Board of Directors has recommended a dividend of Rs.1.50 (2011: Rs. 1.50) per equity share of Rs.10.00 each, which will result in a total outlay of Rs. 2.51 Crores (2011: Rs. 2.51 Crores) towards dividend.This year the Company has not made any provision for Dividend Distribution Tax amounting to Rs. 0.41 crores as Dolphin Offshore Shipping Limited (Wholly owned subsidiary Company) have paid Dividend Distribution Tax to the treasury computed on the dividend paid by Dolphin Offshore Shipping Limited to the Company, which would be set-off against the Dividend Distribution Tax payable by the Company.

1.3 Matters Arising Out Of The Auditors' Report -

The Auditors have qualified their report under the Note with regard to the non provision of liquidated damages of Rs. 28.30 Crores (2011: Rs. 23.89 Crores) on execution of its EPC contracts.

There was an increase in the scope of work in respect of two EPC contracts that were executed during the year which resulted in delays not attributable to the Company and the recovery of standby charges. The Company has submitted its application for extension of contractual completion date to its clients along with its claims towards standby and extra work done. These proposals are yet to be reviewed by the clients. In the given circumstances, the management opines that these matters will be settled in favour of the Company.

3.0 DUTY CREDIT ENTITLEMENT:

As a result of its foreign exchange earnings, the Company is entitled to receive Duty Credit Entitlement certificates equal to 10% of its foreign exchange earnings or deemed export earnings. During the financial year, the Company has submitted applications for issue of Duty Credit Entitlement certificates worth Rs. 14.30 Crores (2011: Rs 35.53 Crores).

Due to its high foreign exchange / deemed export earnings; the Company has been awarded the status of "Trading House" for a period of five years ending in April 2014. This recognition by the Directorate General of Foreign Trade will in ease procedural requirements for imports and exports.

These certificates, which are awarded to actual users, can be used in lieu of payment of customs duty and / or excise duties on the import of capital goods, spares and consumables that the Company may require in the normal course of its business.

As a result of this entitlement, the Company will be able to reduce it capital and operating expenditure and this in turn will enable The Company to be more competitive.

4.0 ISO 9002 CERTIFICATION:

ISO 9002 Certification has been renewed through the American Bureau of Shipping [ABS] for the following services:

- Marine management of vessels

- Diving and underwater engineering

- Management of fabrication and offshore turnkey projects

- Ship repairs

The Board would like to acknowledge the efforts and dedication of all employees in implementing and maintaining the high quality standards that the Company has set for itself.

5.0 DIRECTORS:

5.1 Directors retiring by rotation -

During the year under review, Mrs. Manjit Kirpal Singh, Mr. Robert D. Petty and Mr. Bipin R. Shah are due to retire by rotation, and being eligible, offer themselves for re-appointment. Your Directors recommend their reappointment. Board of Directors in their meeting held on May 14, 2012 appointed Vice Admiral Harisimran Singh Malhi as an Additional Director of the Company and also Whole Time Director designated as Executive Director (Special Projects) of the Company subject to approval of shareholders.

6.0 AUDITORS:

M/s. Haribhakti and Co retires as Auditors of the Company at the end of the forthcoming Annual General Meeting and are eligible for re- appointment. Your Directors recommend their re- appointment.

7.0 FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956. As at March 31, 2012, the Company had accepted Fixed Deposits from shareholders and others of Rs. 93.4 Lacs (2011 - Rs 104 Lacs). There are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

8.0 SUBSIDIARY COMPANIES:

In terms of the general exemption granted by the Ministry of Corporate Affairs vide their General Circular No: 2/2011 dated February 08, 2011 under section 212(8) of the Companies Act, 1956, a summarized statement of financial data on the subsidiaries of the Company has been enclosed with this Annual Report in lieu of the audited financial statements. However, any member who is interested in obtaining copies of the audited financial statements of the subsidiaries may contact the Company Secretary.

The Consolidated Financial Statements of The Company and its subsidiaries, prepared in accordance with Accounting Standard AS - 21 prescribed by The Institute of Chartered Accountants of India, form part of this Annual Report

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the Company's subsidiaries is also attached.

9.0 FOREIGN EXCHANGE RECEIPTS AND EXPENDITURE:

During the year ended March 31, 2012, the Company's foreign exchange receipts and expenditure was as follows:

(Amounts in Lacs of Indian Rupees)

2011-12 2010-11

Receipts

Contract revenues 97,71.27 2,04,56.27

Other income 1,08.58 3,24.42

98,79.85 2,07,80.69

Expenditure

Projects related materials 14.09 —

Foreign subcontractors 3,79.10 2,26.93 Vessel charter & related expenses 2,92.72 7,56.13

Equipment related expenses - 61.87

Materials, stores and spares 70.95 2,33.31

Foreign travel 25.71 40.04

Other matters 11.76 27.64

7,94.33 13,45.92

10.0 DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed

(ii) that the Directors had selected such accounting policies and, except as may be required in order to comply with newly introduced/modified accounting standards, applied them consistently, over the years and made judgments and estimates that are reasonable and prudent so as to give a true and fair review of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year then ended.

(iii) that the Directors have taken proper and sufficient care for the 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.

(iv) that the financial statements have been prepared on a going concern basis.

11.0 PARTICULARS OF EMPLOYEES:

The information in accordance with Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in a separate statement and forms part of this Report. However, this statement is not being enclosed in the copy of the Annual Report being circulated to all the members as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956. However, any member interested in obtaining a copy of this statement may contact the Company Secretary.

12.0 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Particulars under Companies (Disclosure of Particulars in the Report of the Board of Directors)

Rules, 1988 on conservation of energy and technology absorption are not applicable and hence no disclosure is being made in this Report.

13.0 CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is attached by way of Annexure 'A' to this Report.

14.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation the Company has received from its Clients, Bankers, Financial institutions, and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

Rear Admiral Kirpal Singh

Executive Chairman

Mumbai

May 14, 2012


Mar 31, 2011

THE MEMBERS OF

DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

The Directors have great pleasure in presenting the Thirty Second Annual Report on the business and operations of the Company, together with the audited financial statements for the year ended March 31, 2011.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

(Amounts in Thousands of Indian Rupees except EPS)

2010-11 2009-10 Variation year on year (%)

Revenues 2,76,76,06 5,32,47,63 (48.02)

Gross operating profit 57,35,66 1,16,23,31 (50.65)

Net operating profit 30,44,30 88,41,71 (65.57)

Profit before interest 47,58,92 85,62,83 (44.42) and depreciation

Profit before tax 32,41,57 70,63,77 (54.11)

Net profit after tax 22,41,69 46,64,08 (51.94)

Earnings per share

- Basic (Rs.) 13.90 32.36 (57.05)

- Diluted (Rs.) 13.90 30.29 (54.11)

During the year, the Company has not been able to win any EPC contracts, and hence the turnover and resultant profits have reduced in comparison with the previous year. The reasons for the Company not winning any EPC contracts during the year have been discussed in Section 2.2 of this Report. During the year, the Company has received Duty Credit Entitlement Certificate worth Rs. 29.67 crores.

1.2 Dividend -

For the year 2010-11, the Board of Directors has recommended a dividend of Rs.1.50 (2010: Rs.3.00) per equity share of Rs.10.00 each, which will result in a total outlay of Rs.2.52 crores (2010: Rs.4.61 crores) towards dividend and Rs.0.41 crores (2010: Rs.0.78 crores) towards tax on dividends.

1.3 Matters Arising Out Of The Auditors' Report -

Without qualifying their opinion, the Auditors' has invited attention of the members to note, with regard to the non provision of liquidated damages of Rs.28.30 crores (2010: Rs.23.89 crores) on execution of its EPC contracts.

There was an increase in the scope of work in respect of two EPC contracts that were executed during the year which resulted in delays not attributable to the Company and the recovery of standby charges. The Company has submitted its application for extension of contractual completion date to its clients along with its claims towards standby and extra work done. These proposals are yet to be reviewed by the clients. In the given circumstances, the Management opines that these matters will be settled in favour of the Company.

5.0 DIRECTORS:

5.1 Directors retiring by rotation -

Dr. F. C. Kohli and Mr. S. Sundar are due to retire by rotation, and being eligible, offer themselves for re-appointment. Your Directors recommend their re-appointment.

6.0 AUDITORS:

M/s. Haribhakti and Co. retires as Auditors of the Company at the end of the forthcoming Annual General Meeting, and are eligible for re- appointment. Your Directors recommend their re- appointment.

7.0 FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956. As at March 31, 2011, the Company had accepted Fixed Deposits from shareholders and others of Rs.1.04 crores (2011 -Rs.0.90 crores). There are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

8.0 SUBSIDIARY COMPANIES:

In terms of the general exemption granted by the Ministry of Corporate Affairs vide their General Circular No: 2/2011 dated February 08, 2011 under section 212(8) of the Companies Act, 1956, a summarized statement of financial data on the subsidiaries of the Company has been enclosed with this Annual Report in lieu of the audited financial statements. However, any member who is interested in obtaining copies of the audited financial statements of the subsidiaries may contact the Company Secretary or visit our website www.dolphinoffshore.com.

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard AS-21

prescribed by The Institute of Chartered Accountants of India, form part of this Annual Report.

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of the Company's subsidiaries is also attached.

9.0 FOREIGN EXCHANGE RECEIPTS AND EXPENDITURE:

During the year ended March 31, 2011, the Company's foreign exchange receipts and expenditure was as follows:

(Amounts in Thousands of Indian Rupees)

2010-11 2009-10 Receipts

Contract revenues 2,04,56,27 3,65,27,12

Other income 3,24,42 —

2,07,80,69 3,65,27,12

Expenditure

Plant & machinery — 51,17

Foreign subcontractors 2,26,93 6,53,09

Vessel charter & 7,56,13 29,34,27 related expenses

Advance to wholly 6,04,82 16,84,55 owned subsidiary

Equipment related 61,87 63,70 expenses

Materials, stores 2,33,31 42,37,73 and spares

Foreign travel 40,04 64,09

Other matters 27,64 97,40

19,50,74 97,86,00

10.0 DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors had selected such accounting policies and except as may be required in order to comply with newly introduced/modified accounting standards, applied them consistently, over the years and made judgments and estimates that are reasonable and prudent so as to give a true and fair review of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year then ended.

(iii) that the Directors have taken proper and sufficient care for the 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.

(iv) that the financial statements have been prepared on a going concern basis.

11.0 PARTICULARS OF EMPLOYEES:

The information in accordance with Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in a separate statement and forms part of this Report. However, this statement is not being enclosed in the copy of the Annual Report being circulated to all the members as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956. However, any member interested in obtaining a copy of this statement may contact the Company Secretary.

12.0 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Particulars under Companies (Disclosure of Particulars in The Report of the Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable and hence no disclosure is being made in this Report.

13.0 CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is attached by way of Annexure ‘A' to this Report.

14.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation the Company has received from its Clients, Bankers, Financial institutions and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

Rear Admiral Kirpal Singh

Executive Chairman

Mumbai

May 20, 2011


Mar 31, 2010

The Directors have great pleasure in presenting the Thirty First Annual Report on the business and operations of your Company, together with the audited financial statements for the year ended March 31, 2010.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

(Amounts in Thousands of Indian Rupees except EPS)

2009-10 2008-09 Variation year on year (%) Revenues 5,32,47,63 3,43,97,66 54.80

Gross operating profit 1,16,18,10 1,20,61,37 3.68

Net operating profit 88,41,71 59,17,50 49.42

Profit before interest and depreciation 85,62,83 73,44,51 16.59

Profit before tax 70,63,77 55,40,67 27.49

Net profit after tax 46,64,08 40,01,22 16.57

Earnings per share

¦ Basic 32.36 29.88 8.30

- Diluted 30.29 25.43 19.11

Your Company has continued to achieve remarkable growth in turnover and profits, justifying Managements decision to focus on the growing offshore EPC market. This growth has been achieved despite not being able to book additional revenues arising out of potential change orders as more fully explained in Para 1.3 below.

In May 2009, the Board of Directors recommended the issue of 2 bonus shares for every 5 shares held through the capitalisation of free reserves. Consequently, the paid up capital of your Company increased from Rs 9.56 crores to Rs 13.39 crores.

Further, during the year, Foreign Currency Convertible Bonds of face value of USD 8.398 million have been converted into 23.67 lacs equity shares of Rs 10/- each. As a

result, the share capital has increased to Rs 15.76 crores. The value of FCCBs outstanding as at March 31, 2010 is Rs 16.19 crores (2009: Rs 53.93 crores) which will either be converted or redeemed by December 2010.

1.2 Dividend -

For the year 2009-10, the Board of Directors is pleased to recommend a final dividend of Rs 1.50 per equity share-of Rs 10.00 each, which will result in a total outlay of Rs 2.36 crores towards dividend and Rs 0.40 crores towards tax on dividends. Thus total dividend paid for the year would amount to Rs 3.00 per equity share of Rs 10.00 each (2009: Rs 3.00) and total outlay will be Rs. 4.61 crores on dividend and Rs. 0.78 crores on tax on dividend.

1.3 Matters Arising Out Of The Auditors Report -

While executing its EPC contracts, there has been a significant increase in the total scope of work undertaken by your Company. In addition, your Company also has additional claims for standby charges and delays not attributable to your Company. Your Company is unable to recognise the additional revenues for these claims until the Change Orders have been finalised and accepted by the Client. As per Clients Operating procedure the Client will only finalise these Change Orders once the contracts have been completed. Accordingly, no revenue has been booked for these change orders during the year, although all expenses incurred have been booked.

In addition to the extra claims, your Company will also be entitled to an extension of contract completion dates. Accordingly, management believes that there is no requirement to provide for liquidated damages of Rs 23.89 crores as the actual levy of liquidated damages to be imposed will be significantly reduced, and furthermore, will be less than the amount of change orders expected.

The Auditors have qualified their opinion on the non provision of liquidated damages of Rs 23.89 crores.

5.0 DIRECTORS:

5.1 Directors retiring by rotation -

Mr. S. Venkiteswaran and Mr. Arvind K. Parikh are due to retire by rotation, and being eligible, offer themselves for re- appointment. Your Directors recommend their reappointment.

6.0 AUDITORS:

M/s. Haribhakti and Co. retires as Auditors of your Company at the end of the forthcoming Annual General Meeting, and are eligible for re- appointment. Your Directors recommend their re- appointment.

7.0 FIXED DEPOSITS:

Your Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956. As at March 31, 2010, your Company had accepted Fixed Deposits of Rs 0.90 crores (2009 - Rs 0.55 crores) from shareholders and others. There are no deposits that are due to have been repaid, nor any interest due, which have not been paid.

8.0 SUBSIDIARY COMPANIES:

In terms of approval granted by the Central Government under section 212(8) of the Companies Act, 1956, a summarized statement of financial data on the subsidiaries of your Company has been enclosed with this Annual Report in lieu of the audited financial statements. However, any member who is interested in obtaining copies of the audited financial statements of the subsidiaries may contact the Company Secretary.

The Consolidated Financial Statements of your Company and its subsidiaries, prepared in accordance with Accounting Standard AS - 21 prescribed by The Institute of Chartered Accountants of India, form part of this Annual Report.

The Statement pursuant to Section 212 of the Companies Act, 1956 containing details of your Companys subsidiaries is also attached.

10.0 DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA), which was introduced by the Companies (Amendment) Act, 2000, your Directors confirm:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that the Directors had selected such accounting policies and, except as may be required in order to comply with newly introduced/modified accounting standards, applied them consistently, over the years and made judgments and estimates that are reasonable and prudent so as to give a true and fair review of the state of affairs of your Company as at March 31, 2010 and of the profit of the Company for the year then ended;

(iii) that the Directors have taken proper and sufficient care for the 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;

(iv) that the financial statements have been prepared on a going concern basis.

11.0 PARTICULARS OF EMPLOYEES:

The information in accordance with Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in a separate statement and forms part of this Report. However, this statement is not being enclosed in the copy of the Annual Report being circulated to air the members as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956. However, any member interested in obtaining a copy of this statement may contact the Company Secretary.

12.0 COMPANIES (DISCLOSURE OF

PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988:

Particulars under Companies (Disclosure of Particulars in The Report of the Board of Directors) Rules, 1988 on conservation of energy and technology absorption are not applicable and hence no disclosure is being made in this Report.

13.0 CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is attached by way of Annexure A to this Report.

14.0 ACKNOWLEDGEMENTS:

Your Directors wish to place on record the whole hearted co-operation your Company has received from its Clients, Bankers, Financial institutions and the Central and State Government authorities, shareholders, suppliers and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

Rear Admiral Kirpal Singh Executive Chairman

Place : Mumbai Date : May 21, 2010

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