Directors Report of Dolphin Offshore Enterprises (India) Ltd.

Mar 31, 2025

Your directors are pleased to present 46th Annual Report of the Company together with the Audited Standalone Financial Statements for
the financial year ended on 31st March, 2025.

FINANCIAL RESULT:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) read with
rules made there under. The financial performance of the Company for the financial year ended on 31st March, 2025, is summarised below.

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	1,488.48	646.74	7,401.92	646.74
Other Income	589.49	449.78	310.24	449.78
Total Income	2,077.97	1,096.52	7,712.16	1,096.52
Less: Total Expenses	1,644.79	1,211.35	2,955.19	1,228.22
Profit/(Loss) before exceptional items and tax	433.18	(114.82)	4,756.97	(131.70)
Exceptional items	-	158.05	-	158.05
Profit Before Tax	433.18	43.23	4,756.97	26.35
Less: Tax Expenses	109.02	(530.93)	109.02	(530.93)
Profit/(Loss) for the Year	324.16	574.16	4,647.95	557.28
Other Comprehensive Income/ (Loss) for the year	-	-	459.85	(13.85)
Total Comprehensive Income/ (Loss) for the year	324.16	574.16	5,107.80	543.43
Earning per Equity Share (Basic and Diluted)	0.81	1.63	11.62	1.59

OPERATIONS
Performance of Company:

During the year under review, the Company''s Standalone revenues from operations increased to ? 1,488.48 Lakhs as compared to ? 646.74
Lakhs in the previous year, while consolidated revenues from operations increased to ? 7,401.92 Lakhs as compared to ? 646.74 Lakhs in
the previous year.

The Company''s Standalone net profit was decreased to ? 324.16 Lakhs as compared to ? 574.16 Lakhs in the previous year. Your directors
assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming
financial years.

SUBSIDIARY AND ASSOCIATE COMPANY:

As on 31st March, 2025, the Company has two (2) subsidiaries namely Dolphin Offshore Enterprises (Mauritius) Private Limited and Beluga
International DMCC

The Financial performances of each of the subsidiary companies for the financial year 2024-25 are as follows:

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company''s
subsidiaries in Form No. AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements
along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company''s
website at http://dolphinoffshore.com/subsidiaries-and-associates/

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Ind AS-110 on Consolidation of Financial Statements and as provided under the provisions of the Companies
Act, 2013 [hereinafter referred to as "Act"] read with Schedule III to the Act and Rules made thereunder and Accounting Standards and
regulation as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the Audited Consolidated Financial Statements
are provided in the Annual Report, which shows the financial
resources, assets, liabilities, income, profits and other details of the
Company and its subsidiaries after elimination of minority interest,
as a single entity.

The Consolidated Financial Statements have been prepared on the
basis of the Audited Financial Statements of the Company and its
Subsidiary Companies.

Pursuant to the provisions of Section 136 of the Companies Act,
2013, the Financial Statements of the Company, the Consolidated
Financial Statements along with all relevant documents and the
Auditor''s Report thereon form part of this Annual Report.

The Financial Statements as stated above are available on the
website www.dolphinoffshore.com of the Company.

SHARE CAPITAL

As on 31st March, 2025, the authorized share capital of the
Company consisted of 25,00,00,000 (Twenty-Five Crores) Equity
Shares of ? 1/- (Rupees One Only) each, and the paid-up equity
share capital consisted of 4,00,04,580 (Four Crores Four Thousand
Five Hundred Eighty) equity shares of ? 1/- each. During FY 2024¬
25, the Company has not issued any shares, securities / instruments
convertible into equity shares, sweat equity shares or shares with
differential voting rights not have made any provision of money
by company for purchase of its own shares by employees or by
trustees for the benefit of employees.

BOARD MEETINGS:

During the year, five (5) meetings of the Board of Directors were
held, as required under the Companies Act, 2013. The details of the
number of Board meetings held and attendance of Directors are
provided in the Corporate Governance Report, which forms part
of this Report.

During the year under review, the Company has complied
with applicable Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and notified by the Ministry of
Corporate Affairs.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section
134(5) of the Companies Act, 2013, the Board of Directors confirms
that to the best of its knowledge and belief:

a. I n the preparation of the Annual Accounts, the applicable
accounting standards had been followed and there are no
material departures;

b. They have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of financial
year and of the profit of the Company for the financial year
ended 31st March, 2025;

c. They have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

d. They have prepared the Annual Accounts on a going concern
basis;

e. They have laid down internal financial controls to be followed
by the Company and that such internal financial controls are
adequate and are operating effectively; and

f. They have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems
were adequate and operating effectively.

DIVIDEND:

In light of the Company''s planned capital expenditures, the Board
of Directors has decided to retain the current year''s profits to
support future growth initiatives. Accordingly, no dividend has
been recommended on the equity shares of the Company for the
financial year.

RESERVES:

The Board of Directors has decided to retain the entire amount of
profit for financial year 2024-25 in the statement of profit and loss.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment:

The Board of Directors on recommendation of the Nomination and
Remuneration Committee had appointed Mr. Krishan Gopal as the
Chief Executive Officer with effect from 01st November, 2024.

Based on the recommendation of Nomination and Remuneration
Committee ("NRC"), and in terms of the provisions of the Act, the
Board of Directors had appointed Mrs. Shivangi Digant Shah (DIN:
11200412) as an Additional Director(Non-Executive- Independent)
of the Company effective from 22nd July, 2025. Further, in
accordance with the provisions of Section 149 read with Schedule
IV to the Act and applicable SEBI Listing Regulations, a resolution
seeking Member''s approval for her appointment forms part of the
Notice for this AGM to appoint her as the Independent Director
designated as "Non-Executive Director" of the Company not liable
to retire by rotation, for a term of five years commencing from 22nd
July, 2025 to 21st July, 2030, subject to approval of the Members
at this Annual General Meeting ("AGM"). In the opinion of the
Board, Mrs. Shivangi Digant Shah (DIN: 11200412) is a person of
integrity and fulfills requisite conditions as per applicable laws and
is independent of the management of the Company.

Directors Retire by Rotation:

In accordance with the Articles of Association and the relevant
provisions of the Companies Act, 2013, Mr. Rupesh Savla, Managing
Director of the Company retires by rotation at this Annual General
Meeting and being eligible, has offered himself for re-appointment.
The Board recommends his re-appointment for the approval of the
Shareholders of the Company.

Cessation/Resignation:

During the year under review;

• Mr. Krishan Gopal, Chief Executive Officer has resigned from
the Board of the Company with effect from 17th December,
2024, due to personal and professional reasons.

During the Current Year;

• Mr. Christopher Rodrics, Non-Executive Independent Director
has resigned from the Board of the Company with effect
from 23rd April, 2025, due to health issues. Further, he has
in his resignation e-mail confirmed that, there were no other
material reasons for his resignation.

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company are:

• Mr. Rupesh Kantilal Savla, Managing Director

• Mr. Divyesh Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance
Office

Except as mentioned above, there were no other change in
the composition of the Board of Directors and Key Managerial
Personnel during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the
Independent Directors have submitted declarations that each of
them meets the criteria of independence as provided in Section
149(6) of the Act along with Rules framed thereunder and
Regulation 16(1)(b) of the SEBI Listing Regulations and they have
registered their names in the Independent Directors'' Databank.
There has been no change in the circumstances affecting their
status as independent directors of the Company. The Independent
Directors are in compliance with the Code of Conduct prescribed
under Schedule IV of the Companies Act, 2013 and the Code of
Business Conduct adopted by the Company.

During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the
Company, other than sitting fees, commission and reimbursement
of expenses, if any.

EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE
OF ITS COMMITTEES AND OF DIRECTORS

The Board of Directors has carried out an annual evaluation of its
own performance, performance of Board committees and that of
individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations.

The performance of the Board, its committees and individual
directors was evaluated by the Board after seeking inputs from all
directors on the basis of criteria established on the Guidance Note
on Board Evaluation issued by the SEBI on January 5, 2017, such
as the board / committee composition and structure, effectiveness
of board processes / committee meetings, information and
functioning, etc. In a separate meeting of the Independent
Directors, performance of Non-Independent Directors and the
Board as a whole was evaluated, taking into account the views of
the Executive Director and Non-Executive Directors.

The Board and the Nomination and Remuneration Committee
reviewed the performance of individual directors on the basis of
criteria such as the contribution of the individual director to the
Board and committee meetings, like preparedness on the issues
to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.

In the Board meeting that followed the meeting of the Independent
Directors and the meeting of the Nomination and Remuneration
Committee, the performance of the Board, its committees, and
individual directors was discussed. Performance evaluation of
Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.

POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION
AND OTHER DETAILS

A Nomination and Remuneration Policy has been formulated
pursuant to the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Nomination and
Remuneration Policy for Directors, Key Managerial Personnel and
Senior Management is available on the website of the Company
www.dolphinoffshore.com. The weblink is http://dolphinoffshore.
com/policies/.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s)
pursuant to the requirements of the Companies Act, 2013 read
with the rules framed there under and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015. The details of
the composition of the Audit Committee and other various
Committee(s), including Nomination and Remuneration
Committee, Stakeholder''s Relationship Committee and Corporate
Social Responsibility Committee, the number of meetings held
and attendance of the committee members are provided in the
Corporate Governance Report, which forms part of this Report.

AUDIT COMMITTEE

The details of the Audit Committee, including its composition
terms of reference, attendance, etc., are included in the Corporate
Governance Report, which is a part of this Report. The Board has
accepted all the recommendations of the Audit Committee.

RISK MANAGEMENT:

The Company actively manages, and monitors the principal
risks and uncertainties that could impact its ability to achieve its
strategic and operational objectives. At present the company has
not identified any element of risk which may threaten the existence
of the company. Discussion on risks and concerns are covered in
the Management Discussion and Analysis Report, which forms
part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted Whistle Blower Policy to deal with
instance of unethical behaviour, actual or suspected fraud or
violation of the Company''s code of conduct, if any. Further,
the mechanism adopted by the Company encourages the
whistleblower to report genuine concerns or grievances and
provide for strict confidentiality, adequate safeguards against
victimization of whistleblower who avails of such mechanism
and also provides for direct access to the Chairman of the Audit
Committee, in appropriate cases. The Whistle Blower Policy is
posted on the website of the Company under investor section.

CORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate Social Responsibility
(CSR) and the same is available on website of the Company www.
dolphinoffshore.com. The Annual Report on CSR activities in terms
of the requirements of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as Annexure - A, which forms part
of this Report.

The details of the composition of the CSR committees, the number
of meetings held and attendance of the committee members are
provided in the Corporate Governance Report, which forms part
of this Report.

RELATED PARTY TRANSACTIONS

During the year under review, all the related party transactions
were in the ordinary course of business and on arm''s length basis.
Therefore, the disclosure in Form AOC-2 pursuant to compliance
of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 is not required. There were
no material significant related party transactions with any of the
related parties that may have potential conflict with the interest of
the Company at large.

The disclosures as required in IND-AS are provided in relation
to transactions with related parties which are forming the part
of the notes to financial statement. The policy on Related Party
Transaction is available on the website of the Company www.
dolphinoffshore.com and the weblink of the same is http://
dolphinoffshore.com/policies/.

AUDITORS

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountants (Firm
Registration No 105775W), were appointed as the Statutory
Auditors of the Company for the period of five (5) years from
the financial year 2023-2024 to financial year 2027-2028.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT

The Auditors'' Report for financial year 2024-25 forms part of
this Annual Report and does not contain any qualification,
reservation or adverse remark or disclaimer which requires
the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed M/s. RPSS & Co., Practicing
Company Secretary as Secretarial Auditors of the Company
to carry out Secretarial Audit of the Company for the financial
year 2024-25, pursuant to the provision of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 at its
meeting duly held on 25th October, 2024.

Further, pursuant to the provision of Section 204 of the
Companies Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report for the financial year ended 31st
March, 2025 is annexed herewith as Annexure - B, which
forms part of this report.

I n terms of Regulation 24A of the SEBI Listing Regulations,
the Board of Directors at its meeting held on 22nd July, 2025,
approved the appointment of Ms. Aishwarya Himanshu
Parekh, Practicing Company Secretary, Ahmedabad (P/R No.
4277/2023) as the Secretarial Auditor of the Company, for a
term of five consecutive years commencing from FY 2025¬
26, subject to the approval of the Members of the Company.
A proposal for appointment of Ms. Aishwarya Himanshu
Parekh, Practicing Company Secretary, Ahmedabad (P/R
No. 4277/2023) as the Secretarial Auditor of the Company
will be placed before the Members for approval at the
ensuing AGM scheduled to be held on August 30, 2025. Ms.
Aishwarya Himanshu Parekh, Practicing Company Secretary,
Ahmedabad (P/R No. 4277/2023, have complied with her
independence status and an arm''s length relationship with
the Company.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY
QUALIFICATION, RESERVATION OR ADVERSE REMARK OR
DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT
REPORT

The Secretarial Auditors'' Report for financial year 2024-25
does not contain any qualification, reservation or adverse
remark or disclaimer which requires the clarification of the
Management of the Company.

C. Internal Auditors

Pursuant to the provision of Section 138 of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014,
the Company has appointed M/s. Manubhai & Shah LLP,
Chartered Accountants (FRN: 106041W/W100136), as Internal
Auditor in the Board of Directors'' meeting held on 11th May,
2025, to conduct Internal Audit for the financial year 2025-26.

REPORTING OF FRAUD BY AUDITORS

The Auditors of the Company have not reported any instances of
fraud committed during the FY 2024-25, against the Company by
its officers or employees as specified under section 143(12) of the
Companies Act, 2013.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act,
2013 read with the Companies (Cost Records and Audit) Rules,
2014, as amended from time to time, the Company is not required
to maintain the Cost Records and Cost Accounts. Hence, the
appointment of Cost Auditors is not applicable to the Company

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required
under section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in an Annexure
and forms part of this report. In terms of Section 136(1) of the
Companies Act, 2013, the Report and Audited Accounts are being
sent to the members excluding the aforesaid Annexure. Any
member interested in obtaining a copy of the Annexure may write
to the Company Secretary at the registered office of the Company
for a copy of it.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information pertaining to Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and outgo as required
under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as
Annexure - C, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under
Regulation 34 and Schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 is annexed herewith
as Annexure-D which forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations
2015, a report on Corporate Governance for the financial year
ended on 31st March, 2025 along with Certificate from Practicing
Company Secretary confirming compliance of conditions of
Corporate Governance is annexed herewith as Annexure - E,
which forms part of this report.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/
DISCLOSURES:

The Company has adopted Policy for determining materiality of
Events/Disclosures that mandates the Company to disclose any
of the events or information which, in the opinion of the Board of
Directors of the Company is material in the terms of requirement
of Regulation 30 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015, which is available on the website
of the Company www.dolphinoffshore.com. The weblink is http://
dolphinoffshore.com/policies/.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO
WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE
OF THE REPORT

There are no material changes and commitments affecting the
financial position of the Company between the end of the financial
year and the date of this report

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company,
during the year under review.

DEPOSITS:

The Company has neither accepted nor renewed any deposits from
the public within the meaning of Section 73 of the Companies Act,

2013 read with the Companies (Acceptance of Deposits) Rules,

2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in

the Notes to the Financial Statements. There has been no instance
of valuation done for settlement or for taking loan from the Banks
or Financial Institutions.

ANNUAL RETURN OF THE COMPANY

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act,
the Annual Return as on March 31,2025 is available on the website
of the Company i.e. www.dolphinoffshore.com in the investor
section.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established and implemented a process-driven
framework for Internal Financial Controls (IFC), in accordance with
the explanation to Section 134(5)(e) of the Companies Act, 2013.
For the year ended 31st March, 2025 the Board is of the opinion
that the Company has sound IFC system, commensurate with
the nature and size of its business operations and is operating
effectively, with no material weakness observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders issued against the
Company by any regulatory authority or court or tribunal during
the year that could affect the going concern status and Company''s
operation in future.

INSURANCE

All movable and immovable properties as owned by the Company
continued to be adequately insured against risks.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013:

The Company has constituted Policy on Prevention of Sexual
Harassment of Women at workplace in line with the requirements
of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules made
there under. The Company has complied with provisions relating
to the constitution of Internal Complaints Committee to redress
complaints received regarding sexual harassment.

Your directors state that during the year under review, there were
no complaints relating to sexual harassment nor any cases filed
pursuant to the said Act.

1 Number of complaints of sexual harassment received in the year	Nil
2 Number of complaints disposed of during the year	Nil
3 Number of cases pending for more than ninety days.	Nil

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT
ACT, 1961

Your Company is fully committed to complying with the Maternity
Benefit Act, 1961. We recognize and uphold the rights of our women
employees to maternity benefits as enshrined under the Act.

WEBSITE OF YOUR COMPANY

Your Company maintains a website www.dolphinoffshore.com where detailed information of the Company and specified details in terms
of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

ACKNOWLEDGEMENT:

Your directors'' places on record their sincere thanks to all the Stakeholders including Government, Regulatory Authorities and Financial
Institutions who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by
all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future

By order of the Board of Directors
For Dolphin Offshore
Enterprises (India) Limited

Sd/-

Dharen Savla

Date: 22/07/2025 Chairman & Director

Place Ahmedabad DIN - 00145587

---

Mar 31, 2024

Your directors are pleased to present 45^th Annual Report together with the Audited Standalone Financial Statements for the financial year ended on 31^st March, 2024.

FINANCIAL RESULT:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) read with rules made there under. The financial performance of the Company for the financial year ended on 31^st March, 2024, is summarised below:

('' in Lakhs)
PARTICULARS	STANDALONE		CONSOLIDATED
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	646.74	-	646.74	-
Other Income	449.78	-	449.78	-
Total Income	1,096.52	-	1,096.52	-
Less: Total Expenses	1,211.35	232.64	1,228.22	858.08
Profit/(Loss) before exceptional items and tax	(114.82)	(232.64)	(131.70)	(858.08)
Exceptional items	158.05	4,468.90	158.05	4,468.90
Profit Before Tax	43.23	4,236.26	26.35	3,610.82
Less: Tax Expenses	(530.93)	-	(530.93)	-
Profit/(Loss) for the Year	574.16	4,236.26	557.28	3,610.82
Other Comprehensive Income/ (Loss) for the year	-	-	(13.85)	705.20
Total Comprehensive Income/ (Loss) for the year	574.16	4,236.26	543.43	3,610.82
Earning per Equity Share (Basic and Diluted)	1.63	53.65	1.59	45.73

OPERATIONS Performance of Company:

During the year under review, the Company’s Standalone revenues from operations increased to '' 646.74 Lakhs as compared to the previous year, while consolidated revenues from operations increased to '' 646.74 Lakhs as compared to the previous year.

The Company’s Standalone net profit was decreased to '' 574.16 Lakhs as compared to '' 4,236.26 Lakhs in the previous year. Your directors assure the stakeholders of the Company to continue their efforts and enhance the overall performance of the Company in the coming financial years

Performance of Subsidiaries:

As on 31^st March, 2024, the Company has two (2) subsidiaries namely Dolphin Offshore Enterprises (Mauritius) Private Limited and Beluga International DMCC

The Financial performances of each of the subsidiary companies for the financial year 2023-24 are as follows:

1. Dolphin Offshore Enterprises (Mauritius) Private Limited in which the Company holds 100% Equity Share Capital has earned Nil revenue and total loss of '' 16.16 Lakhs during the financial year under review as compared to the Nil revenue and total Loss of '' 650.81 Lacs during the preceding financial year.

2. Beluga International DMCC, Based in Dubai (UAE) is a wholly based subsidiary of the Company, incorporated in the month of December’ 2023. The Company is incorporated for the purpose of carrying out the activities relating to ship

charter including renting and leasing of water-transport boats, Barges & Tugs and for passenger transport or cargo, whether owned by the company or being re-chartered. The Company has not yet started its business operations.

Further, the Audited Financial Statements of the Subsidiaries are available on Company’s website www.dolphinoffshore.com.

DIVIDEND:

Your directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended on 31^st March, 2024 on Equity Shares of the Company.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules made there under a statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is attached to the financial statements and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Act, the financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report are available on the Company’s website www.dolphinoffshore.com.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There has been no change in nature of business of the Company, during the year under review.

DEPOSITS:

The Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has granted loans, advances and made an investment under the provisions of section 186 of the Companies Act, 2013. The details of Loans, Guarantees and Investment made are given in the Notes to the Financial Statements, which forms part of this Report.

ANNUAL RETURN OF THE COMPANY

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company i.e. www.dolphinoffshore.com pursuant to the provisions of Section 92 read with Section 134 of the Companies Act, 2013 and rules made there under.

BOARD MEETINGS:

During the year, Eight (8) meetings of the Board of Directors were held, as required under the Companies Act, 2013. The details of the number of Board meetings held and attendance of Directors are provided in the Corporate Governance Report, which forms part of this Report.

During the year under review, the Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by the Ministry of Corporate Affairs.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment:

The Board of Directors on recommendation of the Nomination and Remuneration Committee had appointed;

- Mr. Rupesh Kantilal Savla as an Additional Director with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as a Managing Director by the shareholders of the Company vide passing of Special resolution through postal ballot on 11^th January, 2024 for a period of 3 consecutive years with effect from 07^th December, 2023.

- Mr. Rohan Vasantkumar Shah as an Additional Director with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as an Executive Professional Director by the shareholders of the Company vide passing of Special resolution through postal ballot on 11^th January, 2024 for a period of 5 consecutive years with effect from 07^th December, 2023.

• Mr. Ashokkumar Ratilal Patel as an Additional Director (Non-Executive Independent Director) with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as a Non-Executive Independent Director by the shareholders of the Company vide passing of Special Resolution through postal ballot on 11^th January, 2024 for a period of 5 consecutive years with effect from 07^th December, 2023.

- Mr. Christopher Joseph Rodricks as an Additional Director (Non-Executive Independent Director) with effect from 07^th December, 2023. His appointment was further regularized and he was appointed as a Non-Executive Independent Director by the shareholders of the Company vide passing of Special Resolution through postal ballot on 11^th January, 2024 for a period of 5 consecutive years with effect from 07^th December, 2023.

Directors Retire by Rotation:

In accordance with the Articles of Association and the relevant provisions of the Companies Act, 2013, Mr. Dharen Savla, Chairman and Non-Executive Director of the Company retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the approval of the Shareholders of the Company.

Cessation/Resignation:

During the year under review;

- Mrs. Rita Keval Shah, Managing Director has resigned from the Board of the Company with effect from 07^th December, 2023, due to personal reasons and unavailability of time. Further, she has in her resignation letter confirmed that, there were no other material reasons for her resignation.

- Mrs. Urmila Harsukhsingh Sisodia, Executive Director has resigned from the Board of the Company with effect from 07^th December, 2023, due to personal reasons (pre-occupation and paucity of time). Further, she has in her resignation letter confirmed that, there were no other material reasons for her resignation.

- Ms. Soniya Mahesh Gadhvi, Independent Director has resigned from the Board of the Company with effect from 07^th December, 2023, due to pre-occupation and other personal commitments. Further, she has in her resignation letter confirmed that, there were no other material reasons for her resignation.

- Mr. Rohan Ketanbhai Sanghvi, Independent Director has resigned from the Board of the Company with effect from 03^rd January, 2024 due to pre-occupation and other commitments. Further, he has in his resignation letter confirmed that, there were no other material reasons for his resignation.

Key Managerial Personnel:

- Mrs. Jaya Lahoti was appointed as the Company Secretary and Compliance Officer of the Company by the Board of Directors at their meeting held on 10^th April, 2023 with immediate effect.

- Mr. Divyesh Shah, was appointed as the Chief Financial Officer of the Company by the Board of Directors at their meeting held on 02^nd May, 2023 with immediate effect.

- Mrs. Jaya Lahoti resigned from the office of Company Secretary and Compliance Officer of the company w.e.f 29^th July, 2023.

- Ms. Krena Khamar was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors at their meeting held on 29^th July, 2023 with effect from 30^th July, 2023.

Your Company has following key managerial personnel as on date-

• Mr. Rupesh Kantilal Savla, Managing Director

• Mr. Divyesh Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance Officer

Except as mentioned above, there were no other change in the composition of the Board of Directors and Key Managerial Personnel during the year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and belief:

(a) In the preparation of the Annual Accounts for the financial year ended on before 31^st March, 2024, the applicable accounting standards had been followed and there are no material departures;

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for the financial year ended 31^st March, 2024;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the Annual Accounts for the financial year ended 31^st March, 2024 on a going concern basis;

(e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

COMMITTEE OF THE BOARD

The Board of Director has constituted various Committees(s) pursuant to the requirements of the Companies Act, 2013 read with the rules framed there under and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the composition of the Audit Committee and other various Committee(s), including Nomination and Remuneration Committee, Stakeholder''s Relationship Committee and Corporate Social Responsibility Committee, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company www.dolphinoffshore.com.

In the opinion of Board, all the Independent Directors are persons of integrity and possess relevant expertise and experience including the proficiency.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Program are provided in the Corporate Governance Report and also available on the website of the Company www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Rules made there under, the Board has carried the evaluation of performance of Individual Directors including Independent Directors, Board as Whole and its Committees and performance of the Chairman of the Board, on the basis of Qualifications, Experience, Knowledge and Competency, Structure of Board, Regularity of meetings, Contribution and Integrity, Independence, Independent views and judgment, Evaluation of Risk and various other criteria as recommended by the Nomination and Remuneration Committee of the Company. The Directors expressed their satisfaction with the evaluation process and outcome.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company at www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has a Policy on Corporate Social Responsibility (CSR) and the same is available on website of the Company www.dolphinoffshore.com. The Annual Report on CSR activities in terms of the requirements of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure - A, which forms part of this Report.

The details of the composition of the CSR committees, the number of meetings held and attendance of the committee members are provided in the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the year under review, all the related party transactions were in the ordinary course of business and on arm’s length basis. Therefore, the disclosure in Form AOC-2 pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

The disclosures as required in IND-AS are provided in relation to transactions with related parties which are forming the part of the notes to financial statement. The policy on Related Party Transaction is available on the website of the Company www.dolphinoffshore.com and the weblink of the same is http://dolphinoffshore.com/policies/.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details on Internal Financial Control systems and their adequacy are provided in Management Discussion and Analysis, which forms part of this report.

AUDITORS

A. Statutory Auditors

M/s Mahendra N. Shah & Co., Chartered Accountants (Firm Registration No 105775W), were appointed as the Statutory Auditors of the Company for the period of five (5) years from the financial year 2023-2024 to financial year 2027-2028.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT

The Auditors’ Report for financial year 2023-24 forms part of this Annual Report and does not contain any qualification, reservation or adverse remark or disclaimer which requires the clarification of the Management of the Company.

B. Secretarial Auditors

The Board has appointed Mr. Kinjal Shah, Practicing Company Secretary (Membership No. 21716 & Certificate of Practice No. 7417) as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2023-24, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 at its meeting duly held on 25^th May, 2023.

Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as Annexure - B, which forms part of this report.

EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT

The Secretarial Audit Report for the year ended on 31^st March, 2024 has raised following qualification in his Secretarial Audit Report:

Statutory Auditors appointed in Casual Vacancy was not confirmed by the shareholders within 3 months from the date of Board Meeting to that extent company has violated provisions of Section 139(8) of the Companies Act, 2013.

Management Response:

Dolphin Offshore Enterprises (India) Limited was acquired as per Resolution Plan approved by the Hon’ble National Company Law Tribunal (NCLT) vide Order dated September 29, 2022 and the effective charge and control of the Company has been handed over to the current management w.e.f. January 02, 2023. Hence, the Board appointed the Statutory Auditor in the board to fill the casual vacancy but the same was not confirmed by the shareholders as the equity shares of the Company were suspended from trading on BSE Limited and National Stock Exchange of India Limited during the period from November 04, 2019 due to suspension and penal reasons. Post reduction of share capital as per approved Resolution plan, the equity shares were admitted to dealings on the exchange with effect from August 21,2023. Due to the suspension of equity shares, the new management board was not able to identify the list of shareholders resulting not able to hold general meetings for rectifying such appointment, However, after revocation of suspension the said appointment was ratified by the shareholders.

C. Internal Auditors

Statutory Auditors appointed in Casual Vacancy was not confirmed by the shareholders within 3 months from the date of Board Meeting to that extent company has violated provisions of Section 139(8) of the Companies Act, 2013.

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed M/s. M G P & ASSOCIATES, Chartered Accountants (FRN: 140164W), as Internal Auditor in the Board of Director''s meeting held on 25^th May, 2023, to conduct Internal Audit for the financial year 2023-24.

REPORTING OF FRAUD BY AUDITORS

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the Companies Act, 2013 and rules framed there under either to the Company or to the Central Government.

PARTICULARS OF EMPLOYEES:

In line with the provisions of Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the shareholders through electronic mode excluding the information required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The same is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the members by writing to the Company Secretary at the Registered Office of the Company.

The statement containing information as required under the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - C and forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure - D, which forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-E which forms part of this report.

CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended on 31^st March, 2024 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as Annexure - F, which forms part of this report.

COST AUDITORS AND RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of Cost Auditors is not applicable to the Company.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted Vigil Mechanism / Whistle Blower policy to provide a formal mechanism for the directors and employees to disclose their concerns and grievances on unethical behavior and improper/illegal practices and wrongful conduct taking place in the Company for appropriate action. Through this mechanism, the Company provides necessary safeguards to all such persons for making sheltered disclosures in good faith. It is hereby affirmed that no personnel have been denied access to the Audit Committee. The Vigil Mechanism / Whistle Blower policy has been placed on the website of the Company www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES:

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company www.dolphinoffshore.com. The weblink is http://dolphinoffshore.com/policies/.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL SIMPACTING THE GOING CONCERN STATUS OF THE COMPANY.

There were no significant and material orders issued against the Company by any regulatory authority or court or tribunal during the year that could affect the going concern status and Company’s operation in future.

INSURANCE

All movable and immovable properties as owned by the Company continued to be adequately insured against risks.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted Policy on Prevention of Sexual Harassment of Women at workplace in line with the requirements of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment.

Your directors state that during the year under review, there were no complaints relating to sexual harassment nor any cases filed pursuant to the said Act.

1 Number of complaints filed during the financial year Nil

2 Number of complaints disposed of during the financial year Nil

3 Number of complaints pending as on end of the financial year Nil

RELISTING OF SHARES:

The equity shares of the Company were suspended from trading on BSE Limited and National Stock Exchange of India Limited during the period from November 04, 2019 due to suspension and penal reasons. Post reduction of share capital as per approved Resolution plan, the equity shares were admitted to dealings on the exchange with effect from August 21,2023.

QUALIFIED INSTITUTIONAL PLACEMENT

The Company has issued 8,42,000 Equity Shares of Rs. 10 each to eligible qualified institutional buyers through a qualified institutions placement under Chapter VI of the SEBI ICDR Regulations.

SPLIT OF SHARES

The Company has sub-divided 1(One) Equity Share having nominal/face value of Rs. 10/- (Rupees Ten Only) into 10 (Ten) Equity Shares having nominal/face value of Rs. 1/- (Rupees One Only) each.

Details of Sub-division of Equity Shares
Type of Capital	Pre- Split/Sub-division Share Capital Structure			Post-Split/Sub-division Share Capital Structure
	No. of Equity Shares	Face Value (Rs.)	Total Share Capital (Rs.)	No. of Equity Shares	Face Value (Rs.)	Total Share Capital (Rs.)
Authorized Share Capital	2,50,00,000	10	25,00,00,000	25,00,00,000	1	25,00,00,000
Issued and Subscribed Capital	40,00,458	10	4,00,04,580	4,00,04,580	1	4,00,04,580
Paid-up Capital	40,00,458	10	4,00,04,580	4,00,04,580	1	4,00,04,580

GENERAL DISCLOSURE

Your directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend, voting or otherwise.

d. Issue of employee stock options scheme.

e. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

WEBSITE OF YOUR COMPANY

Your Company maintains a website www.dolphinoffshore.com where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 has been provided.

ACKNOWLEDGEMENT:

Your directors'' places on record their sincere thanks to the Customers, Vendors, Stakeholders, Banks, Regulatory Bodies, Financial Institutions, Employees and other Business Associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives, officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future

---

Mar 31, 2023

The Directors are pleased to present 44^th Annual Report together with the Audited Standalone Financial Statements for the financial year ended March 31, 2023.

In July’ 2020, the Company was admitted for Corporate Insolvency Resolution process under Insolvency and Bankruptcy Code, 2016 due to default in payment to bank borrowing or towards outstanding due to its Operational Creditor.

M/s. Deep Industries Limited had submitted a Resolution Plan through its wholly owned subsidiary M/s. Deep Onshore Services Private Limited and the same has been approved by Committee of Creditors and subsequently also approved by Hon’ble National Company Law Tribunal, Mumbai Bench on September 29, 2022.

Presently the Company is a part of Deep Industries Group, it is India’s ‘One Stop Solution’ provider to the Energy sector. We carry the vision to become major contributors to India’s Gas based economy with a focus on people, environment, innovation and technology. Our mission is to maximize stakeholders’ value by providing efficient services to ensure sustainable growth while catering to the needs of customers, partners, employees and society at large.

Deep Industries Limited has got specialized onshore service offerings in providing Natural Gas Processing like Natural Gas Compression Services, Natural Gas Dehydration Services, CO2 Separation Services, etc. Apart from Natural Gas Processing, the company also provides Drilling Rigs Services & Workover Rigs Services and has also forayed into Integrated Project Management Services. Over three decades, Deep Industries Limited has invested a lot in technology to build a strong infrastructure and information system capabilities and has been an ‘Energy Infrastructure Equipment Solution Provider’ for every need of the Energy Sector including Oil and Gas field operations. The comprehensive services portfolio is well supported by skilled manpower and a wide range of equipments to be used in the industry right from Exploration & Production Services to the Mid-Stream Services while maintaining safety and quality as an integral part of the work culture.

In September 2022, the company got acquired by the current management and commenced its operations in January’ 2023. We learnt that opportunities do come during adverse conditions, and we envisaged a lot of synergy going forward in adding the company into our fold.

With this backdrop, the reconstituted Board of Directors presents to the Members the 44^th Annual Report of your Company, which includes the Directors’ Report, Audited Statement of Accounts (Standalone & Consolidated) for the financial year ended March 31, 2023.

IMPLEMENTATION OF THE RESOLUTION PLAN AND MATERIAL EVENTS DURING THE YEAR UNDER REVIEW:

The Hon’ble National Company Law Tribunal, Mumbai Bench ("NCLT”), vide its order dated September 29, 2022, approved the Resolution Plan submitted by the Deep Industries Limited through its wholly owned subsidiary Company "Deep Onshore Services Private Limited” under Section 31 of the Insolvency and Bankruptcy Code, 2016. Being part of implementation of the Resolution Plan, the following activities have been made in the Company-

1. Change of management and constitution of new Board of directors to administer the affairs of the Company.

2. Extinguishment of entire 91,94,003 equity shares of Rs. 10/- each of erstwhile promoters and reduced 75,78,515 equity shares of Rs. 10/- each of public shareholders to 95,298 equity shares of Rs. 10/- each.

3. Allotment of 30,00,000 Equity Shares of Rs. 10/- each to the new promoters and 63,160 Equity Shares of Rs. 10/- each to Secured Financial Creditors.

Note: The Allotment of shares to Secured Financial Creditor and newly defined promoters were made by passing of Board Resolution dated March 9, 2023, however the Listing Application for listing of shares of Secured Financial Creditor and newly defined promoters is pending with BSE Limited and National Stock Exchange of India Limited.

FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) read with rules made there under. The financial performance of the Company for the financial year ended on March 31,2023, is summarised below”

Amount in Rs. Lakhs
PARTICULARS	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	0	0	0	0
Other Income	0	0	0	0
Total Income	0	0	0	0
Less: Total Expenses	232.64	244.32	858.08	1428.25
Profit/(Loss) before exceptional items and tax	(232.64)	(244.32)	(858.08)	(1428.25)
Exceptional items	4468.90	-	4468.90	-
Profit Before Tax	4236.26	(244.32)	3610.82	(1428.25)
Less: Tax Expenses	0	0	0	0
Profit/(Loss) for the Year	4236.26	(244.32)	3610.82	(1428.25)
Other Comprehensive Income/ (Loss) for the year	0	0	705.20	0
Total Comprehensive Income/ (Loss) for the year	4236.26	(244.32)	4316.02	(1428.25)
Earning per Equity Share (Basic and Diluted)	536.50	(1.46)	457.29	(8.52)

STATE OF COMPANY’S AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year under review, the Company has not achieved any Revenue from the Operations as the Company was under section 31 of the Insolvency and Bankruptcy Code, 2016 and the Company is in the process of implementation of approved resolution plan.

Pursuant to the implementation of the Resolution plan, the Board of the Company was re-constituted on December 15, 2022 by the Monitoring Committee, however the management of the Company was handed over to the new management with effect from January 02, 2023. Hence Company has not generated Revenue during the year under review and also for the previous year. The Business operations have posted Net Profit after Tax of INR 4236.26 Lakhs as against that Net loss after tax of INR 244.32 Lakhs for the previous year.

Your New Managementis expecting to achieve better results in time to come and to continue the position of market leader in coming years.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2022-23, the Company has not changed its nature of business. The Company is engaged in the Business of offering comprehensive underwater services, including Air, Mixed Gas and Saturation diving services, to the Indian Offshore Oil & Gas Industry since 1979. It has since, provided these services overseas as well in places including but not limited to Vietnam, China, Malaysia and Middle East. The company has also been providing ROV services on drill ships, since 1995.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE:

As on March 31, 2023, the Company has three (3) subsidiaries namely Dolphin Offshore Enterprises (Mauritius) Private Limited, Global Dolphin Drilling Company Limited and IMPaC Oil and Gas Engineering (India) Private Limited:

The Financial performance of each of the subsidiary companies for the financial year 2022-23 are as follows:

1. Dolphin Offshore Enterprises (Mauritius) Private Limited has earned Nil revenue and total loss of Rs. 650.81 Lacs during the financial year under review as compared to the Nil revenue and total Loss of Rs. 1202.19 Lacs during the preceding financial year.

2. Global Dolphin Drilling Company Limited and IMPaC Oil and Gas Engineering (India) Private Limited: Since the Company was under Insolvency Resolution process and hence, no financial data for the companies were provided by the Resolution Professional and/or erstwhile management to the Company.

During the year under review, The Company has sold its investment in Dolphin Offshore Shipping Limited, due to which Dolphin Offshore Shipping Limited ceased to be the subsidiary of the Company.

Furthermore, during the current year your Company has sold its investments in Global Dolphin Drilling Company Limited and IMPaC Oil and Gas Engineering (India) Private Limited. Therefore, as on the date of this report your Company has only one wholly owned Subsidiary viz. Dolphin Offshore Enterprises (Mauritius) Private Limited.

With effect from March 09, 2023, Deep Onshore Services Private Limited is the Holding Company by holding 94.98% Equity stake in the Company.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules made there under a statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is attached to the financial statements and hence not repeated here for the sake of brevity.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all working days upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company.

In accordance with Section 136 of the Act, the financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report are available on the Company’s website www.dolphinoffshore.com

DIVIDEND:

Due to past losses, your Directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended March 31, 2023 on Equity Shares of the Company.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve.

DEPOSITS:

The Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the rulesmade there under. There were no unpaid or unclaimed deposit as on March 31, 2023.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In line to implementation of resolution plan approved by Hon’ble NCLT at Mumbai Bench vide its order no. IA 665 of 2022 in C.P. No. 4087 of 2018 dated September 29, 2022 and formation of new board of the Company, the erstwhile existing directors of the Company as reflected on the MCA portal, viz., Mr. Kirpal Singh (DIN- 00006062), Mr. Satpal Kirpal Singh (DIN-00006075) and Mr. Navpreet Kirpal Singh (DIN- 00006085), was replaced with new board ofdirectors by the Monitoring Committee by inducting Mr. Dharen Shantilal Savla (DIN: 00145587) as Non- Executive Promoter Director and as a nominee of the successful Resolution Applicant(s) as per the approved Resolution Plan with effect from November 15, 2022.

Through Monitoring Agency Meeting held on December 15, 2022, Mrs. Rita Keval Shah (DIN: 06635995) and Mrs. Urmila Harsukhsingh Sisodia (DIN: 01360302) were appointed as Executive Promoter Director of the Company with immediate effect.

Furthermore, Mrs. Shaily Jatin Dedhia (DIN: 08853685), Mr. Rohan Ketanbhai Sanghvi (DIN: 09811873) and Mrs. Soniya Mahesh Gadhvi (DIN: 08242519) were appointed as the Non-Executive Independent Director of the Company with effect from December 15, 2022.

The board of directors has recommended the appointment of all the directors in the ensuing annual general meeting to the members for their approval.

Further, Mrs. Rita Keval Shah (DIN: 06635995) has been appointedas Managing Director for a period of three (3) year w.e.f March 9, 2023, subject to approval of members inensuing general meeting.

In the opinion of the Board of your Company, all directors are personsof integrity and possesses relevant expertise and experience and they fulfill the conditions specified in the Companies Act, 2013 and the Listing Regulations, for such an appointment.

Directors Retire by Rotation:

Since, as a part of the implementation of the Resolution Plan, the erstwhile board of directors of the Company were replaced with new board of directors as additional directors with effect from December 15, 2022, no director will retire by rotation at the ensuing annual general meeting of the Company pursuant to Section 152 and other applicable provisions of the Companies Act, 2013.

Independent Directors:

The terms and conditions of appointment of Independent Directors are in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 ("Act”) read with Schedule IV to the Act.

As stated above, board has been re-constituted by being appointed as a Director of the Company in Monitoring Agency meeting held on December 15, 2023. Mrs. Shaily Jatin Dedhia, Mr. Rohan Ketanbhai Sanghvi and Mrs. Soniya Mahesh Gadhvi has been appointed on December 15, 2023 as an Independent Director, not liable to retire by rotation, for a term of five (5) consecutive years with effect from their date of appointment, subject to Confirmation of members in the ensuing annual general meeting.

Hence, as on March 31, 2023 there were 3 (Three) Independent Directors on the Board of the Company including 2 (Two) women Independent Director.

Declarations by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015 the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA”).

Familiarization Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Program are available on the website of the Company at www.dolphinoffshore.com.

Key Managerial Personnel:

• Ms. Jaya Lahoti was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors on April 10, 2023 with immediate effect.

• Mr. Divyesh Shah, was appointed as the Chief Financial Officer of the Company by the Board of Directors on May 02, 2023 with immediate effect.

• Ms. Jaya Lahoti resigned from the office of Company Secretary and Compliance Officer of the company w.e.f July 29, 2023.

• Ms. Krena Khamar was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors on July 29, 2023 with effect from July 30, 2023.

Your Company has following key managerial personnel as on date-

• Mrs. Rita Keval Shah, Managing Director

• Mr. Divyesh Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance Office

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As per section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company were suspended during the CIRP with effect from July 16, 2020 and such powers were vested with the Resolution Professional. As a part of the implementation of the Resolution Plan approved by the Hon’ble NCLT vide its order dated September 29, 2022, the erstwhile board of directors of the Company were replaced by the new board of directors with effect from December 15, 2022. Therefore, the evaluation of the performance of the Board of Directors and of its Committees and individual Directors were not undertaken during the financial year 2022-23.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company at www.dolphinoffshore.com.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under the Companies Act, 2013 and read with Rules made there under and as such the statement as required under the Companies Act, 2013 is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-A which forms part of this report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

New management has also undertook to comply with applicable laws which were pending for compliance during CIRP period or till re-constitution of Board. Newly constituted board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Company’s Shares. The Code is also available on the website of the Company www.dolphinoffshore.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholder’s Relationship Committee.

Audit Committee

The Company has constituted Audit Committee in compliance with the provisions of the Companies Act, 2013 read with the rules framed there under and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members, composition are provided in the report of Corporate Governance, which forms a part of this report.

As on March 31, 2023, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Sonia Mahesh Gadhvi	Chairman	Non-Executive -Independent Director
Mrs. Shaily Jatin Dedhia	Member	Non-Executive -Independent Director
Mr. Rohan Ketanbhai Sanghvi	Member	Non-Executive-Independent Director
Mr. Dharen Shantilal Savla	Member	Non-Executive - Non Independent Director

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members, composition are provided in the report of Corporate Governance, which forms a part of this report.

As on March 31, 2023, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Sonia Mahesh Gadhvi	Chairman	Non-Executive-Independent Director
Mr. Rohan Ketanbhai Sanghvi	Member	Non-Executive-Independent Director
Mr. Dharen Shantilal Savla	Member	Non-Executive and Non-Independent Director

Stakeholder’s relationship Committee.

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members, composition are provided in the report of Corporate Governance, which forms a part of this report.

As on March 31, 2023, the composition of Stakeholder''s relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Sonia Mahesh Gadhvi	Chairman	Non-Executive-Independent Director
Mrs. Rita Keval Shah	Member	Executive Director
Mr. Dharen Shantilal Savla	Member	Non-Executive and Non-Independent Director

NUMBER OF MEETINGS OF THE BOARD:

As mentioned above, the Resolution Plan approved by Hon''ble NCLT under section 31 of the Insolvency and Bankruptcy Code, 2016 was implemented in the Company. The Resolution Plan was approved by Hon''ble NCLT, Mumbai on September 29, 2022. Pursuant to the implementation of the Resolution plan, Board of the Company has been re-constituted on December 15, 2022 by the monitoring agency. Hence, during the year, 3 (Three) meetings of Board of Directors were held on 14/02/2023, 09/03/2023 and 30/03/2023. The details of composition, the number of meeting of Board of Directors and its Committees, held during the financial year indicating the number of meetings attended by each director is given in the Corporate Governance Report which forms a part of this report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, 1(One) separate meetings of the Independent Directors were held during financial year 2022-23. Further details are mentioned in the Report of Corporate Governance, which forms a part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Members may kindly note that the directors of the reconstituted board have been appointed in Monitoring Agency meeting held on December 15, 2022 and before that, Resolution professional and Monitoring agency was entrusted with responsibilities for the management of the affairs of the company during the CIRP till the reconstitution of board.

As pointed out above, the reconstituted Board of Directors have been in office only since December 15, 2022. The reconstituted Board is submitting this report in compliance with the Act and Listing Regulations and the Directors, as on date, are not to be considered responsible for the fiduciary duties discharged with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to December 15, 2022.

Accordingly, as required under section 134(3) (c) read with section 134 (5) of the Act, the board of directors, based on the knowledge/ information gained by them about the actions of the resolution professional/ Monitoring Agency (i.e. who were entrusted with and responsible for the management of the affairs of the Company prior to the December 15, 2022) and the affairs of the Company in a limited period of time, from the records of the Company, state that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at March 31, 2023 and of the profit and loss statement of the Company for the financial year ended March 31, 2023;

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

SHARE CAPITAL:

Pursuant to resolution plan submitted by Deep Industries Limited, through its Wholly Owned Subsidiary and duly approved by

Hon’ble NCLT, Mumbai Bench vide its order no. IA 665 of 2022 in C.P. No. 4087 of 2018 dated September 29, 2022 following

corporate action has been executed

1. Extinguishment of 91,94,003 equity shares of Rs. 10 each held by erstwhile promoters of the Company.

2. Issuance of 1 (One) Fully Paid Up Equity Share of Rs. 10 each to every public shareholder in lieu of every 80 (Eighty) Equity Share held by them on Record Date i.e February 24, 2023 with shareholders having fraction of more than or equal to 0.50 being allotted additional 1 (One) share in order to ensure that the public shareholding is reduced to 5% of the total shareholding, which lead to Issued, Subscribed and Paid Up Share Capital 95,298 Equity Shares of 10 each.

3. Allotment of 63,160 paid up Equity Shares of Rs. 10 each, to Secured Financial Creditor i.e. State Bank of India (50,813 Equity Shares) and Canara Bank (12,347 Equity Shares) for consideration other than cash and 30,00,000 Equity Shares of Rs. 10 each at par to newly defined Promoters, being part of Resolution Plan.

As on March 31, 2023, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	0	0
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of Rs. 10/- each	31,58,458	3,15,84,580
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	0	0
Total	31,58,458	3,15,84,580

SUSPENSION OF TRADING OF SHARES

The equity shares of the Company were suspended from trading on BSE Limited and National Stock Exchange of India Limited during the period from November 04, 2019 due to suspension and penal reasons. Post reduction of share capital as per approved Resolution plan, the equity shares were admitted to dealings on the exchange with effect from August 21,2023.

ANNUAL RETURN OF THE COMPANY

The copy of the Annual Return of the Company as provided under sub-section (3) of section 92 of the Companies Act, 2013 is available on the weblink- www.dolphinoffshore.com

DEPOSITORY SYSTEM:

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

The Company has received declarations from its Directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

Except otherwise stated herein in this Report and subject to the ongoing implementation of the approved resolution plan as per IBC, 2016, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year March 31, 2023, and till the date of this Report.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company with Related Parties during the Financial Year were placed before the audit committee for their approval and Board of Directors for their information. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to omnibus approval granted were placed before the Audit Committee and Board of Directors on quarterly basis.

All contracts/arrangements/transactions, entered into by the Company with its related parties, were in the ordinary course of business and on arm’s length basis. No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not required.

The requisite disclosure as per IND-AS in relation to related party transaction are provided in the notes to the financial statements forming part of this report.

The policy of Related Party Transaction (RPT) is available on the website of Company and weblink of the same is http:// www.dolphinoffshore.com.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, if any in Notes forming part of the financial statements.

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. The Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism and provided direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company www.dolphinoffshore.com.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act) read with Rule 2(1)(f) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to spend at least 2% of the average net profits (determined under section 198 of the Companies Act, 2013) made during the immediately three financial years towards CSR Expenditure. However, since the company does not fall under the threshold limits prescribed for the applicability of CSR obligation under section 135 of the Companies act 2013, the Company is not required to constitute a Corporate Social Responsibility Committeeand also not required to spend any amount on CSR activities for Financial Year 2022-23. Hence forth the disclosure required under Section 135 of the Companies Act, 2013 read with the rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not appended to this report.

Statutory Auditors:

M/s Kavita Birla & Co. Chartered Accountants, was appointed as the Statutory Auditors of the Company for the financial year 2020-21 and 2021-22 at the 43^rd Annual General Meeting of the Company duly held on September 22, 2022.

Further, at the Meeting of the Monitoring Committee duly held on October 11, 2022, M/s Kavita Birla & Co. Chartered Accountants were requested to continue their position till new auditor is proposed and appointed by the new Board of Directors.

Furthermore, M/s Kavita Birla & Co. Chartered Accountants have tendered their resignation vide letter dated February 28, 2023 from position of the Statutory Auditor of the Company with immediate effect and the Company has submitted intimation to Stock Exchanges for Resignation of Auditors.

The Board has filled casual vacancy for financial year 2022-23 caused due to resignation of M/s Kavita Birla & Co, Chartered Accountants from position of Statutory Auditors of the Company by appointing M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W), as Statutory Auditors of the Company and subject to approval of Shareholders at ensuing 44^th Annual General Meeting. In pursuance to the recommendation received from Audit Committee of the Company, the Board has also recommended appointment of M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W) for period of 5 years from conclusion of 44^th Annual General Meeting.

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W) have submitted their consent to act as the Statutory Auditors of the Company along with their eligibility letter confirming that they are eligible for appointment as a Statutory Auditors of the Company and have not been disqualified in any manner from continuing as Statutory Auditors and their appointment meets the requirement of Section 141 of the Companies Act, 2013. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors’ Report for Financial Year ended March 31, 2023 forms part of the Integrated Annual Report and with following qualification, reservation or adverse remarks:

i). The consolidated financial results as required by IND AS 110, issued by ICAI, and provisions of the Companies Act, 2013 with respect to the subsidiary - Global Dolphin Drilling Company Limited and Joint Venture- IMPaC Oil and Gas Engineering (India) Private Limited could not be prepared, due to non- availability of financial data for the same from the Resolution Professional and the effective charge and control of the Company was handed over only in the last quarter of the current year.

Cost Audit:

During the year under review, maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.

Internal Auditor:

The Company had appointed M/s M G P & Associates, Chartered Accountants (FRN: 140164W) as an Internal Auditor of the Company at their meeting held on March 9, 2023 for Financial Year 2022-2023.

The Internal Audit Reports for Financial Year ended March 31,2023 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s R. K CHOKSI & CO to conduct the Secretarial Audit of your Company for the Financial Year 2022-2023. The Secretarial Audit Report is annexed herewith as “Annexure - [B]” to this Report.

Qualifications, reservation or adverse remark made in the Secretarial Audit Report;

1. No intimation of Closure of Trading Window pursuant to SEBI (PIT) Regulations, 2015 was given to the Stock Exchanges for the Quarter ended on March 31, 2022, 30^th June, 2022, 30^th September, 2022.

2. Compliance Certificate under Reg. 7(3) of SEBI Listing Regulations 2015 (LODR) was not submitted to the Stock Exchanges for the period ended on 31st March, 2022

3. Non-Submission of Statement of Investor grievances/Complaints under Reg. 13(3) of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

4. Non-Submission of Corporate Governance Report under Reg. 27(2) of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

5. Non-Submission of Shareholding Pattern under Reg. 31 of SEBI Listing Regulations 2015 (LODR) was not submitted to the Stock Exchanges for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

6. No Prior intimation of Board Meeting including the Board Meeting for Approval of Financial Results and others under Reg. 29 of SEBI Listing Regulations 2015 (LODR) was given to the Stock Exchanges during the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

7. Non Submission of Disclosure of Outcome of Board Meeting including the Board Meeting for Approval of Financial Results and others under Reg. 30 of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges during the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

8. Non Submission of Financial Results for the Quarter and year ended on 31^st March, 2022, Quarter Ended 30^th June, 2022 and Quarter and Half year ended on 30^th September, 2022 under Reg. 33 of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges.

9. Non Submission of Annual Report for the year ended on 31^st March, 2022 under Reg. 34 of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges.

10. Non Submission of the Certificate for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022 to be obtained from RTA under Reg. 74(5) SEBI (Depositories and Participants) Regulations, 2018 to the Stock Exchanges.

11. Non Submission of the Report of Reconciliation of Share Capital Audit for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022 under Reg. 76 SEBI (Depositories and Participants) Regulations, 2018 to the Stock Exchanges.

12. Company has not paid Annual Listing fees under Reg. 14 of SEBI Listing Regulations 2015 (LODR).

13. Non Submission of Annual Secretarial Compliance Report for the Year ended on 31^St March, 2022 under Reg. 24A of SEBI Listing Regulations 2015 (LODR).

14. Non Submission of Certificate from PCS under Reg. 40(9) of SEBI Listing Regulations 2015 (LODR) for the year ended on 31^st March, 2022

15. Non Compliance of Reg. 47 of SEBI Listing Regulations 2015 (LODR) For the Period between March-2022 to December-2022.

16. Non Submission of Annual Disclosure of Large Corporate for the year ended on 31^st March, 2022.

17. Non Compliance of Reg. 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

18. The Company is not in compliances in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).

19. Company Policies are not in conformity with SEBI Regulations and have not been reviewed & updated on time, as per the regulations/circulars/guidelines issued by SEBI.

20. BSE & NSE has suspended the Company due to Penal reasons & Suspended due to Procedural reasons. EXPLANATION ON AUDITORS REPORT:

Management’s reply to the observations made by Statutory Auditor:

Dolphin Offshore Enterprises (India) Limited was acquired as per Resolution Plan approved by the Hon’ble National Company Law Tribunal (NCLT) vide Order dated September 29, 2022 and the effective charge and control of the Company has been handed over to the current management w.e.f. January 02, 2023. Required financial data for the above mentioned subsidiary and joint venture companies were not provided by the Resolution Professional and/or erstwhile management. In view of the above, it was not possible to prepare consolidated financial statements as required by Ind AS 110 issued by ICAI, and other provisions of Companies Act, 2013.

Management’s reply to the observations made by Secretarial Auditor:

The Company under IBC till September 29, 2022 and the new management was appointed from December 15, 2022. However as per the control defining in the resolution plan the actual control of the company was given to the new management on January 02, 2023, therefore the compliances were supposed to be made from March 2023 onwards. However, in good compliance the company made the compliances for December 2022 quarter also as far as possible by the new management.

Also, the Suspension of the securities on BSE and NSE has been revoked w.e.f August 21, 2023.

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as [Annexure- C] to this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

During the year under review, your Company was under the CIRP Process until September 29, 2022 and a resolution professional appointed by the NCLT has managed the Company’s operations as going concern. A new management was appointed on December 15, 202. The new management has on best effort basis and considering the complexity of the operations, including challenges in implementing the Resolution Plan, put in place a framework for Internal Financial Controls. In the judgement of the Board, the said controls seem to be adequate, under the given circumstances.

CORPORATE GOVERNANCE:

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended March 31, 2023 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as [Annexure - D] which forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to create a healthy & conductive working environment that enables women employees to work without fear of prejudice, gender and sexual harassment and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as a gross misconduct.

During the year under review there was only one female employee employed in the Company and she had also resigned from the services of the Company. The Company had organized an awareness programme to spread the awareness of this Act. Through this, the Company seeks to provide protection to its women employees against sexual harassment at work place and thereby provide mechanism for redressal of complaints relating to matters connected therewith or incidental thereto.

The following is a summary of sexual harassment complaints received, disposed off and pending at the end of the year.

(a) Number of complaints filed during the financial year : Nil

(b) Number of complaints disposed of during the financial year : Not Applicable

(c) Number of complaints pending as on end of the financial year: Nil SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations except for the Orders passed by the Hon’ble NCLT, Mumbai bench, dated September 29, 2022 in relation to the approval of the resolution Plan under Regulation 31 of the Insolvency and Bankruptcy Code 2016.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE). The listing fee for the year 2022-23 and 2023-24 has already been paid to the both the exchange(s).

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend, voting or otherwise.

d. Issue of employee stock options scheme.

e. Acquisition of Dolphin Offshore Enterpries (India) Limited by Deep Industries Limited through its wholly owned Subsidiary Deep onshore Services Private Limited vide Hon’ble National Company Law Tribunal, Mumbai Bench ("NCLT”) order dated September 29, 2022

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions. ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.

Our Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

---

Mar 31, 2022

The Board of Directors hereby submits its report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March 2022.

Company Overview

Dolphin Offshore Enterprises (India) Limited (“Dolphin Offshore”) has been offering comprehensive underwater services, including Air, Mixed Gas and Saturation diving services also including cable laying to the Indian Offshore Oil & Gas Industry since 1979. It has since, provided these services overseas as well in places including but not limited to Vietnam, China, and Malaysia. The Company had also provided ROV services on drill ships.

1.0 Financials

1.1 Summarised Audited Financial Results

(Amount in Lakhs)
Particulars	2022	2021
Total Income	0.00	0.62
Profit before depreciation, exceptional item and taxes	(76.05)	(534.33)
Deducting depreciation	168.27	180.61
Profit before exceptional item	(244.32)	(714.94)
Exceptional item	0.00	0.00
Profit before tax	(244.32)	(714.94)
Deducting taxes	0.00	0.00
Profit after tax	(244.32)	(714.94)
Income after comprehensive income	(244.32)	(714.94)

1.2 Dividend

In view of loss for the year ended March 31, 2022, no dividend was recommended for the financial year 2021-2022.

1.3 State of Company’s Affairs / Review of Operations

During the year, there are no sales since the Company operations had stopped before the commencement of CIRP. The entire staff of the Company resigned before the commencement of CIRP, there are no internal funds to fund the working capital.

1.4 Consolidated Financial Statements

The Audited Financials of the Subsidiaries, i.e., Dolphin Offshore Enterprises (Mauritius) Private Limited, Dolphin Offshore Shipping Limited, and Global Dolphin Drilling Company Limited are not available and hence the consolidated financial statements of the Company could not be prepared.

1.5 Matters Arising out of the Statutory Auditors’ Report

The following is our explanation to the disclaimer made by the Statutory Auditors in their Report: Disclaimer:

In absence of relevant documents and details or limited access to documents, as company is not in operation and there are no accounts staff we could not verify all thefigures and documents and, we believe that the appropriate & sufficient audit evidences could not be obtained and hence based on available restricted information we have provided our audit opinion on the stand-alone financial statements.

Our Explanation:

Since the Company was suffering huge losses, majority of the staff resigned before the commencement of CIRP, which led to difficulty in arrangingfor the required documents related to the balances and transactions as on/prior to the CIRP commencement date and with the absence of staff, it is humanly impossible to provide the entire set of information to the Statutory Auditors. However, the Board ensured that the information in the best of their knowledge and the documents which are in their possession are provided to the Statutory Auditors. This explanation squarely applies for the reservations in the report of the auditors.

1.6 Matters Arising out of the Secretarial Auditors’ Report

The following is our explanation to the qualifications issued by the Secretarial Auditor in his Report:

The Board of Directors of the Company is not duly constituted with proper balance of Non-Executive Directors and Independent Directors (including woman director). The company could not appoint independent director, woman director and company secretary. Due to improper balance of Board of Directors ofthe company, mandlatory committees as per the act have not been duly constituted.

Further, the directors on the Board of the Company were below the statutory minimum requirement of 3 directors.

Adequate notice is not given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were not sent at least seven days in advance, and no system exists for seeking and obtainingfurther information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the provisions of IBC, the powers of the Board of Directors are suspended and the same are vested with the Resolution Professional. No meetings of Board of Directors of the Company have been held after the commencement of Corporate Insolvency Resolution Process (“CIRP”) of the Company. However, after initiation of CIRP decisions were taken at the meeting of Committee of Creditors duly convened by the Resolution Professional during the year.

Our Explanation

The company fails to meet the minimum number of directors as required under Section 149(1)(a) of the Companies Act, 2013. However, as per Section 17(1)(b) of the Insolvency and Bankruptcy Code, 2016, the powers of the board of directors of the corporate debtor shall stand suspended and be exercised by the interim resolution professional / resolution professional. Hence, failure to meet the minimum number of directors does not adversely affect the operations as the powers are vested with the resolution professional.

Pursuant to Regulation 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions as specified in regulations 17, 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process period in respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016. However, the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency Code. Accordingly, a Committee in the name and style of “RP Committee” has been constituted to assume the roles and responsibility of the board of directors and committees thereof, which comprises of the following Members:

1. Dinesh Kumar Aggarwal, Resolution Professional

2. Navpreet Singh, Director

3. Satpal Singh, Director

There are no adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Our Explanation:

It may be noted that there are no operations and there is no staff as on the date of this report.

2.0 MANAGEMENT’S DISCUSSIONS AND ANALYSIS:2.1 Overview of the Industry -

The oil and gas sector is among the six core industries in India and plays a major role in influencing decision making for all the other important sections of the economy. India is heavily dependent on the import of the crude oil and natural gas as the domestic production of oil and gas is very low. India’s oil and gas requirement will grow further due to high economic growth and increase in population.

The Government of India has adopted several policies including, allowing 100 per cent foreign direct investment (FDI) to increase the Oil production.

2.2 Business Downside

During the Financial Year 2021-22, there are no sales due to no operations. The entire staff of the Company resigned before the commencement of CIRP and there are no internal funds to fund the working capital.

Hence, in order to avoid misleading the shareholders, the mandatory content of management discussion and analysis as required under Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not addressed in toto.

3.0 TRANSFER TO RESERVES

Since no dividend was declared, the question of transferring any amount to general reserve does not arise.

4.0 BUY BACK OF SECURITIES

During the year under review, the Company has not bought back any of its securities falling under section 68 of Companies Act 2013 read with rule 17 of Companies (Share Capital and Debentures) Rules, 2014.

5.0 DEPOSITS

During year under review, the Company did not accept any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 and therefore no amount of principal or interest was outstanding, as on the date of balance sheet.

6.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

It may be noted that as on March 31, 2022, only the following two directors are on the Board of the Company:

1. Mr. Satpal Singh, Managing Director & CEO

2. Mr. Navpreet Singh, Jt. Managing Director & CFO

The company fails to meet the minimum number of directors as required under Section 149(1)(a) of the Companies Act, 2013. However, as per Section 17(1)(b) of the Insolvency and Bankruptcy Code, 2016, the powers of the board of directors of the corporate debtor shall stand suspended and be exercised by the interim resolution professional / resolution professional. Hence, failure to meet the minimum number of directors does not adversely affect the operations as the powers are vested with the resolution professional.

Pursuant to Regulation 15(2A) and 15(2B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the corporate governance provisions as specified in regulations 17, 18, 19, 20 and 21 shall not be applicable during the insolvency resolution process period in

respect of a listed entity which is undergoing corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016. However, the role and responsibilities of the board of directors as specified under regulation 17 shall be fulfilled by the interim resolution professional or resolution professional in accordance with sections 17 and 23 of the Insolvency Code. Accordingly, a Committee in the name and style of “RP Committee” has been constituted to assume the roles and responsibility of the board of directors and committees thereof, which comprises of the following Members:

4. Dinesh Kumar Aggarwal, Resolution Professional

5. Navpreet Singh, Director

6. Satpal Singh, Director

7.0 NUMBER OF MEETINGS OF THE BOARD

As per Section 17(1)(b) of the Insolvency and Bankruptcy Code, 2016, the powers of the board of directors of the corporate debtor shall stand suspended and be exercised by the interim resolution professional / resolution professional.

8.0 MEETINGS OF THE COMMITTEE OF CREDITORS

During the year under review, the meetings of the Committee of Creditors were held on the following dates:

Sr .No. of the Meeting	Date of the Meeting
1.	30/04/2021
2.	20/05/2021
3.	01/07/2021
4.	27/07/2021
5.	11/08/2021
6.	03/09/2021
7.	21/09/2021
8.	10/11/2021
9.	18/11/2021
10.	07/01/2022

9.0 NOMINATION CUM REMUNERATION AND BOARD DIVERSITY POLICY

The Nomination cum Remuneration and Board Diversity Policy as required under section 178 of the Companies Act, 2013 read with SEBI (LODR) Regulations, 2015, is appended as Annexure-I to this Report.

10.0 AUDITORS Statutory Auditors:

M/s. Kavita Birla & Co (ICAI FRN: 013208C) were appointed as Statutory Auditors of the company.

Secretarial Auditors

Vinay Angane & Associates (CoP No. 9837) were appointed as Secretarial Auditors of the Company for the year under review.

11.0 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of investments, loans, and guarantees covered under Section 186 of the Companies Act, 2013 are provided in this annual report as Annexure-II.

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

In accordance with Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract(s) or arrangement(s) entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure-III to this Board’s Report.

Further, the details of related party disclosures form part of the notes to the financial statements provided in this Annual Report.

13.0 CORPORATE GOVERNANCE AND ADDITIONAL SHAREHOLDERS’ INFORMATION

Pursuant to the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), a detailed report on the corporate governance systems and practices of the Company is given under Corporate Governance Report which is part of this Annual Report. Similarly, other detailed information for shareholders is provided in the chapter Additional Shareholders’ Information.

14.0 SUBSIDIARIES

As on March 31, 2022, the Company has 3 subsidiaries including 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.

15.0 BUSINESS RISK MANAGEMENT

The Company has a risk management mechanism in place to manage uncertainties.

16.0 MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT

The Company has been admitted into the Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016, on July 16, 2020. Further, a resolution plan has been

approved for the Company by the Committee of Creditors on February 7, 2022 and the same has been filed with Adjudicating Authority i.e. NCLT, Mumbai Bench for their approval.

17.0 INTERNAL FINANCIAL CONTROLS

As per Section 134(5)(e) of the Companies Act 2013, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of Internal Financial Controls. In their report, the Statutory Auditors opined that the Company does not have adequate financial control system over financial reporting. We opine that the Company has always ensured that adequate internal financial control systems are in place. However, after majority of staff leaving the Company, the internal control systems are subjected to scrutiny. We believe that the situation is temporary and with the revival of the Company the internal control systems shall also be enhanced. Nevertheless, the existing systems do not cause any threat to the financial control system in the Company.

18.0 REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

19.0 DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 in relation to financial statements of the company for the year ended 31st March 2022, the board of directors state that:

a) The applicable accounting standards have been followed in preparation of the financial statements and there are no material departures from the said standards.

b) Reasonable and prudent accounting policies have been used in preparation of the financial statements and that they have been consistently applied and that reasonable and prudent judgements and estimates have been made in respect of items not concluded by the year end, so as to give a true and fair view of the state of affairs of the company as at 31st March, 2022 and of the profit for the year ended on that date.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) The financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were in place and were adequate and operating effectively and

f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Note: The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide its order dated July 16, 2020 (“Insolvency Commencement Order”) has commenced the Corporate Insolvency Resolution Process (“CIRP”) in CP No. 4087/NCLT/MB/2018 in the matter of Supreme Hydra Engineering Private Limited vs. Dolphin Offshore Enterprises (India) Limited. Mr. Vinit Gangwal, (IBBI Registration No. IBBI/IPA-001/IP-P00304/ 2017-18/10568) was appointed as interim resolution professional (“IRP”) to manage affairs of the Company in accordance with the provisions of the Code.

By the order dated December 04, 2020, Mr. Dinesh Kunwar Aggarwal (IBBI Registration No. IBBI/ IPA-002/IP-N00890/2019-2020/12483) had been confirmed as Resolution Professional (“RP”/ “Resolution Professional”) for the Company.

Pursuant to Section 17(1)(b) of the Insolvency and Bankruptcy Code, 2016, the powers of the board of directors are suspended and the same shall stand vested with the Resolution Professional.

20.0 VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in upholding professional integrity and ethical behaviour in the conduct of its business. To uphold and promote these standards, the Company has a Vigil Mechanism / Whistle Blower Policy which serves as a mechanism for its directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct without fear of reprisal. The policy also provides employee(s) access to the Chairperson of the Audit Committee under certain circumstances. The details of the procedures are also available on the website of the Company.

21.0 INTERNAL COMPLAINTS COMMITTEE

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.

22.0 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ REGULATORS

The National Company Law Tribunal (“NCLT”), Mumbai Bench, vide order dated July 16, 2020 (“Insolvency Commencement Order”) in CP (IB) No. 4087/MB/2018 admitted the Corporate Insolvency Resolution Process against the Company under the provisions of the Insolvency and Bankruptcy Code, 2016.

23.0 CORPORATE SOCIAL RESPONSIBILITY

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 be applicable to the Company.

24.0 TRANSFER OF UNPAID AND UNCLAIMED DIVIDEND AMOUNTS AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124(5) & (6) of the Companies Act, 2013, the dividends which remained unclaimed for a continuous period of seven years and the shares pertaining to the shareholders who have not claimed dividend for a continuous period of seven years were transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. A dividend amount of INR 1,62,433.50 remains unpaid in the unclaimed and unpaid dividend account, which pertains to the dividends declared in financial year 2012-13.

25.0 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

As the Company did not have any operations in the current Financial Year, this Section is not applicable.

26.0 CEO & CFO CERTIFICATION

Pursuant to the provisions of Regulation 17(8) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the chief executive officer and the chief financial officer shall provide a compliance certificate to the board of directors and the same is provided in this report.

27.0 ANNUAL RETURN

A copy of the annual return of the Company is available on the website of the Company at www.dolphinoffshore.com.

---

Mar 31, 2018

Dear Members,

The Directors have great pleasure in presenting their Thirty Ninth Annual Report together with the audited financial statements for the year ended March 31, 2018.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

Rs. in crs

Particulars	Consolidated for year ended March 31,		Standalone for year ended March 31,
	2018	2017	2018	2017
Total Income	168.53	228.62	55.56	62.95
Profit before depreciation, exceptional item and taxes	(7.76)	(41.43)	(16.19)	(10.19)
Deducting depreciation	35.88	42.41	3.20	6.43
Profit before exceptional item	(43.64)	12.76	(19.39)	(16.62)
Exceptional item	-	24.49	-	24.49
Profit before tax	(7.71)	11.72	(19.39)	(41.11)
Deducting taxes	0.92	0.60	(2.21)	(1.97)
Profit after tax	(8.63)	(11.12)	(17.17)	(39.13)
Balance carried forward :	-	450.54	78.70	95.426

1.2 Dividend

In view of loss for the year ended March 31, 2018, the Board has decided not to recommend any dividend for the financial year 2017-2018 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 Company continued to show a lacklustre performance, the turnover was down to Rs. 55.56 Crs from Rs. 62.95 crs that is reported in the previous year. The Loss before exceptional items and Tax was increased from Rs. 16.62 crs. to Rs. 19.39 crs.

1.4 Consolidated Financial Statements

The audited Consolidated Financial Statement comprising of the Company and its subsidiaries and a joint venture form part of this Report. The Auditors’ Report on the Consolidated Financial Statement is also attached. The Consolidated

Financial Statement have been prepared in accordance with the Indian 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 No: 41(a) to the Statement regarding trade receivable and accrued income aggregating to Rs. 13,17.77 lakhs receivable from a party which has been declared sick;

The Management is in discussions with the Management of the Creditor and expects to reach a settlement soon.

a) Note No: 41(b) to the Statement regarding advances recoverable amounting to Rs. 213.18 lakhs which is outstanding for a long period of time, payment for which are not forthcoming.

The Company had paid Rs. 213.18 lakhs as an advance to a vendor for paying excise duty under protest. As per the arrangement, once the vendor receives the excise duty refund, it will pass on the same to the Company as the contract will qualify under the benefits of deemed Export.

b) Note No: 41(f) to the Statement, regarding trade receivable which includes Rs. 25,20.49 lakhs; (31st March, 2017 - Rs. 25,12.94 lakhs) due from a charter hire contract. The said Hirer had disputed the claim and had raised counter claim for damages of Rs. 15,83.03 lakhs against the Company.

The Company is in discussion with the said Hirer for the recovery of the dues.

c) Note No: 41(e): The balance amount of Rs. 103,59.19 lakhs being the expenditure incurred for executing additional work in terms of a EPC contract.

The Company is in discussion with the customer for finalisation of the claim.

CARO, 2016

- Clause (vii) (a) on payment of statutory dues:-

There have been delays in payments of statutory dues due to the adverse financial position of the Company.

- Clause (vii)(b) on disputed liabilities under Income Tax etc. remaining unpaid:-

These liabilities are pending before appropriate authorities.

Consolidated Financial Statements

a) Note No. 41(g): Regarding the inability of auditors of subsidiary company to obtain sufficient appropriate audit evidence with respect to Trade and other receivables amounting to Rs. 2,23,52.73 lakhs.

Management Comments:

i) Rs. 7,33.39 lakhs due from a customer: A winding up petition was filed against the customer before the Mumbai High Court. Subsequently, the consent terms was also filed before Mumbai High Court with an agreement to pay in instalments.

ii) Rs. 2,10,21.49 lakhs due from a customer: The Company has commenced legal action including arbitration against the customer and Guarantor before LMAA, London and Courts in Mexico.

iii) Rs. 4,26.82 lakhs due from a customer: An Insolvency petition was filed against the customer. Subsequently, the Company has entered into an agreement with customer on the repayment.

iv) Rs. 1,71.03 lakhs due from a customer: Arbitration has been commenced against the customer to recover the outstanding amount.

All other matters stated under the Emphasis of Matters in the Report of the Auditors including CARO, 2016 are self-explanatory; hence no further explanation has been provided.

2.0 ISO 9002 CERTIFICATION:

ISO 9001:2015 Certificate issued by the American Bureau of Shipping [ABS] for the following services:

a) Diving & underwater services, marine logistics, ship & rig repair service.

b) Survey, Design engineering, Project management, Procurement, Fabrication, Modification, Construction, Installation and commissioning of offshore oil & gas platforms, pipelines and structures.

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 of the Company retires by rotation, and being eligible, seeks re-appointment.

Mr. Kiran Vaidya has been appointed as an Additional Director on April 25, 2018 and he will be seeking the shareholders’ approval at the ensuing Annual General Meeting for appointment as an Independent Director for 5 years w.e.f April 25, 2018. Mrs. Vasantha S Bharucha resigned from the Board of Directors of the Company w.e.f. November 26, 2017. The Board expresses its appreciation for her matured advice given during her tenure in the Board.

In terms of the provision of Regulation 17(1 A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulation, 2018, which shall come into force from April 1, 2019 the Non-Executive Directors who have attained the age of Seventy-Five (75) years cannot be be appointed or continued as a Director unless a Special resolution is passed by the shareholders approving such appointment or continuation. Currently, three directors namely Rear Admiral Kirpal Singh, Mrs. Manjit Kirpal Singh and Dr. F. C. Kohli are aged over Seventy-Five years and they are seeking shareholders approval at the Annual General Meeting for the continuation.

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

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.

4.0 NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. 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 five times in financial year 2017-18 viz., on May 17, 2017, September 11, 2017, December 11, 2017, February 14, 2018 and March 19, 2018. 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. There are currently 9 Committees of the Board, as follows:

i. Audit Committee

ii. Managing Committee

iii. Share Transfer Committee

iv. Stakeholders’ Relationship Committee

v. Nomination and Remuneration Committee

vi. Sexual Harassement Committee

vii. Committee for affixing Common Seal

viii. Committee for Banking Operation

ix. Corporate Social Responsibility Committee

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 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) Dr. F. C. Kohli

c) Mr. Kiran Vaidya

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 under Annexure-I to this Report.

8.0 AUDITORS:

Pursuant to the provisions of Section 139 of the Act read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, M/s. Sharp & Tannan, Chartered Accountants (Firms Registration No. 109982W), were appointed as Statutory Auditors from the conclusion of 38th Annual General Meeting (AGM) held on September 22, 2017 till the conclusion of 43rd AGM of the Company in 2022.

9.0 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, 2018, 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, 2018 the Company has 3 subsidiaries including 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.dolphinoffshore.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 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 Auditors 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, the Environment (Protection) Act, 1986 and all other applicable Acts.

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. 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 be 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, 2018, was 166 (as on March 31, 2017 was 148).

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 Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual directors pursuant to the provisions of the Act, SEBI listing regulations and the guidance note on board evaluation issued by the Securities and Exchange Board of India. The performance of the Board and Board Committees was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board/ Committee composition and structure, effectiveness of Board/Committee processes, information and functioning etc.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, the Chairman of the Company and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

20.0 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.

21.0 CEO & CFO CERTIFICATION

Certificate from Mr. Satpal Singh, Managing Director & Chief Executive Officer 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 24, 2018.

A copy of the certificate on the financial statements for the financial year ended March 31, 2018 is annexed along with this Report.

22.0 SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Mr. Prashant Mehta, 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. to 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, 2018, 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, 2018 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, 2018 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.

25.0 STATUTORY DISCLOSURES

The disclosures to be made under sub-section (3)(m) of 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 do not 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 Rules, 2014 are not much relevant to Company as it did not execute any major contracts during the 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.

26.0 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, 2018 forms part of this report as Annexure VII.

Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2017-2018.

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 Agreement entered 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, employees and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

SABYASACHI HAJARA

CHAIRMAN

Mumbai May 24, 2018

---

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 27^th 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 38^th 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