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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of Dolphin Offshore Enterprises (India) Ltd.

Mar 31, 2025

l) Provisions, contingent liabilities and contingent
assets

Provisions

A provision is recognised when the Company has a
present obligation (legal or constructive) as a result of
past event, it is probable that an outflow of resources
embodying economic benefits will be required to
settle the obligation and a reliable estimate can be
made of the amount of the obligation. When the
Company expects some or all of a provision to be
reimbursed, for example, under an insurance contract,
the reimbursement is recognised as a separate asset,
but only when the reimbursement is virtually certain.
The expense relating to a provision is presented in the
Statement of Profit and Loss net of any reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a
finance cost.

Contingent liabilities

A contingent liability is a possible obligation that arises
from past events and the existence of which will be
confirmed only by the occurrence or non-occurrence of
one or more uncertain future events not wholly within
the control of the enterprise. Contingent liabilities are
disclosed by way of note to the financial statements.

Contingent Assets

A contingent asset is a possible asset that arises from
past events the existence of which will be confirmed
only by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the
control of the enterprise.

Contingent assets are neither recognised nor disclosed
in the financial statements.

m) Retirement and other employee benefits
Provident fund

Retirement benefit in the form of Provident Fund is a
defined contribution scheme. The Company has no
obligation, other than the contribution payable to the
provident fund. The Company recognises contribution
payable to the provident scheme as an expenditure,
when an employee renders the related service. If the
contribution payable to the scheme for service received
before the Balance Sheet date exceeds the contribution

already paid, the deficit payable to the scheme is
recognised as a liability after deducting the contribution
already paid. If the contribution already paid exceeds the
contribution due for services received before the Balance
Sheet date, then excess is recognised as an asset to the
extent that the pre-payment will lead to, for example, a
reduction in future payment or a cash refund.

Gratuity

Gratuity liability is defined benefit obligation and is
provided for on the basis of an actuarial valuation on
projected unit credit (PUC) method made at the end
of each financial year. The Company contributes to
Life Insurance Corporation of India (LIC) and SBI Life
Insurance Company Limited, a funded defined benefit
plan for qualifying employees.

The cost of providing benefits under the defined benefit
plan is determined using the projected unit credit
method.

Remeasurements, comprising of actuarial gains and
losses, the effect of the asset ceiling, excluding amounts
included in net interest on the net defined benefit
liability and the return on plan assets (excluding
amounts included in net interest on the net defined
benefit liability), are recognised immediately in the
Balance Sheet with a corresponding debit or credit to
retained earnings through OCI in the period in which
they occur. Remeasurements are not reclassified to
Statement of Profit and Loss in subsequent periods.

Past service costs are recognised in Statement of Profit
and Loss on the earlier of:

? The date of the plan amendment or curtailment, and

? The date that the Company recognises related
restructuring costs.

Net interest is calculated by applying the discount rate
to the net defined benefit liability or asset. The Company
recognises the following changes in the net defined
benefit obligation as an expense in the Statement of
Profit and Loss:

? Service costs comprising current service costs,
past-service costs, gains and losses on curtailments
and non-routine settlements; and

? Net interest expense or income

Short-term employee benefits

The undiscounted amount of short-term employee
benefits expected to be paid in exchange for the
services rendered by employees are recognised on an
undiscounted accrual basis during the year when the
employees render the services. These benefits include
performance incentive and compensated absences
which are expected to occur within twelve months after
the end of the period in which the employee renders
the related services.

Long-term employee benefits

Other long term employee benefits comprise
of compensated absences/leaves. Provision for
Compensated Absences and its classifications between
current and non-current liabilities are based on
independent actuarial valuation. The actuarial valuation
is done as per the projected unit credit method.

n) Financial instruments

A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurement

Financial assets are classified, at initial recognition, as
subsequently measured at amortised cost, fair value
through other comprehensive income (OCI), and fair
value through profit or loss.

The classification of financial assets at initial recognition
depends on the financial asset''s contractual cash flow
characteristics and the company''s business model for
managing them. With the exception of trade receivables
that do not contain a significant financing component
or for which the Company has applied the practical
expedient, the Company initially measures a financial
asset at its fair value plus, in the case of a financial asset
not at fair value through profit or loss, transaction costs.
Trade receivables that do not contain a significant
financing component or for which the Company has
applied the practical expedient are measured at the
transaction price determined under Ind AS 115. Refer
to the accounting policies in section "Revenue from
contracts with customer".

In order for a financial asset to be classified and
measured at amortised cost or fair value through OCI, it
needs to give rise to cash flows that are ''solely payments
of principal and interest (SPPI)'' on the principal amount
outstanding. This assessment is referred to as the SPPI
test and is performed at an instrument level. Financial
assets with cash flows that are not SPPI are classified
and measured at fair value through profit or loss,
irrespective of the business model.

The Company''s business model for managing financial
assets refers to how it manages its financial assets
in order to generate cash flows. The business model
determines whether cash flows will result from
collecting contractual cash flows, selling the financial
assets, or both. Financial assets classified and measured
at amortised cost are held within a business model with

the objective to hold financial assets in order to collect
contractual cash flows while financial assets classified
and measured at fair value through OCI are held within
a business model with the objective of both holding to
collect contractual cash flows and selling.

Purchases or sales of financial assets that require
delivery of assets within a time frame established by
regulation or convention in the marketplace (regular
way trades) are recognized on the trade date, i.e., the
date that the Company commits to purchase or sell the
asset.

Subsequent measurement

For purposes of subsequent measurement, financial
assets are classified in four categories:

? financial assets at amortised cost

? financial assets at fair value through other
comprehensive income (FVTOCI) with recycling of
cumulative gains and losses

? financial assets designated at fair value through
OCI with no recycling of cumulative gains and
losses upon derecognition (equity instruments)

? financial assets at fair value through profit or loss

Financial assets at amortised cost

A ''financial assets'' is measured at the amortised cost if
both the following conditions are met:

a) The asset is held within a business model whose
objective is to hold assets for collecting contractual
cash flows, and

b) Contractual terms of the asset give rise on specified
dates to cash flows that are solely payments
of principal and interest (SPPI) on the principal
amount outstanding.

This category is the most relevant to the Company.
After initial measurement, such financial assets are
subsequently measured at amortised cost using the
Effective Interest Rate (EIR) method. Amortised cost
is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an
integral part of the EIR. The EIR amortisation is included
in other income in the Statement of Profit and Loss. The
losses arising from impairment are recognised in the
Statement of Profit and Loss. This category generally
applies to trade receivables, security deposits and other
receivables.

Financial assets at fair value through other
comprehensive income (FVTOCI)

A ''financial asset'' is classified as at the FVTOCI if both of
the following criteria are met:

a) The objective of the business model is achieved
both by collecting contractual cash flows and
selling the financial assets, and

b) The asset''s contractual cash flows represent Solely
Payments of Principal and Interest.

Debt instruments included within the FVTOCI category
are measured initially as well as at each reporting date
at fair value. For debt instruments, at fair value through
other comprehensive income (OCI), interest income,
foreign exchange revaluation and impairment losses
or reversals are recognised in the profit or loss and
computed in the same manner as for financial assets
measured at amortised cost. The remaining fair value
changes are recognised in OCI. Upon derecognition,
the cumulative fair value changes recognised in OCI is
reclassified from the equity to profit or loss.

The Company''s debt instruments at fair value through
OCI includes investments in quoted debt instruments
included under other non-current financial assets.

Financial assets designated at fair value through OCI
(equity instruments)

Upon initial recognition, the Company can elect to
classify irrevocably its equity investments as equity
instruments designated at fair value through OCI
when they meet the definition of equity under Ind
AS 32 Financial Instruments: Presentation and are not
held for trading. The classification is determined on an
instrument-by-instrument basis. Equity instruments
which are held for trading and contingent consideration
recognised by an acquirer in a business combination to
which Ind AS103 applies are classified as at FVTPL.

Gains and losses on these financial assets are never
recycled to profit or loss. Dividends are recognised as
other income in the statement of profit and loss when
the right of payment has been established, except when
the Company benefits from such proceeds as a recovery
of part of the cost of the financial asset, in which case,
such gains are recorded in OCI. Equity instruments
designated at fair value through OCI are not subject to
impairment assessment

The Company elected to classify irrevocably its non-
listed equity investments under this category.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss
are carried in the balance sheet at fair value with net
changes in fair value recognised in the statement of
profit and loss.

This category includes derivative instruments and
listed equity investments which the Company had not

irrevocably elected to classify at fair value through OCI.
Dividends on listed equity investments are recognised
in the statement of profit and loss when the right of
payment has been established.

Derecognition

A financial asset (or, where applicable, a part of a
financial asset or part of a group of similar financial
assets) is primarily derecognised (i.e. removed from the
Company''s balance sheet) when:

? The rights to receive cash flows from the asset
have expired, or

? The Company has transferred its rights to receive
cash flows from the asset or has assumed an
obligation to pay the received cash flows in full
without material delay to a third party under a
''pass-through'' arrangement; and either (a) the
Company has transferred substantially all the
risks and rewards of the asset, or (b) the Company
has neither transferred nor retained substantially
all the risks and rewards of the asset, but has
transferred control of the asset.

When the Company has transferred its rights to receive
cash flows from an asset or has entered into a passÂ¬
through arrangement, it evaluates if and to what extent
it has retained the risks and rewards of ownership. When
it has neither transferred nor retained substantially all of
the risks and rewards of the asset, nor transferred control
of the asset, the Company continues to recognise
the transferred asset to the extent of the Company''s
continuing involvement. In that case, the Company also
recognises an associated liability. The transferred asset
and the associated liability are measured on a basis that
reflects the rights and obligations that the Company
has retained.

Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at
the lower of the original carrying amount of the asset
and the maximum amount of consideration that the
Company could be required to repay.

Impairment of financial assets

I n accordance with Ind AS 109, the Company applies
Expected Credit Loss (ECL) model for measurement
and recognition of impairment loss on the following
financial assets and credit risk exposure:

a) financial assets that are debt instruments, and
are measured at amortised cost e.g., loans, debt
securities, deposits, and bank balance.

b) Trade receivables.

The Company follows ''simplified approach'' for
recognition of impairment loss allowance on trade
receivables which do not contain a significant financing
component. The application of simplified approach
does not require the Company to track changes in credit
risk. Rather, it recognises impairment loss allowance
based on lifetime ECLs at each reporting date, right from
its initial recognition. The Company uses a provision
matrix to determine impairment loss allowance on
the portfolio of trade receivables. The provision matrix
is based on its historically observed default rates over
the expected life of the trade receivable and is adjusted
for forward looking estimates. At every reporting date,
historical observed default rates are updated and
changes in the forward- looking estimates are analysed.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition,
as financial liabilities at fair value through profit or
loss, loans and borrowings, payables, or as derivatives
designated as hedging instruments in an effective
hedge, as appropriate

All financial liabilities are recognised initially at fair value
and, in the case of payables, net of directly attributable
transaction costs.

The Company''s financial liabilities include trade and
other payables, loans and borrowings including bank
overdrafts and derivative financial instruments.

Subsequent measurement

For purposes of subsequent measurement, financial
liabilities are classified in two categories:

? Financial liabilities at fair value through profit or loss

? Financial liabilities at amortised cost (loans and
borrowings)

Financial liabilities at fair value through profit or
loss

Financial liabilities at fair value through profit or loss
include financial liabilities held for trading and financial
liabilities designated upon initial recognition as at fair
value through profit or loss.

Financial liabilities are classified as held for trading if
they are incurred for the purpose of repurchasing in
the near term. This category also includes derivative
financial instruments entered into by the Company that
are not designated as hedging instruments in hedge
relationships as defined by Ind AS 109. Separated
embedded derivatives are also classified as held for

trading unless they are designated as effective hedging
instruments.

Gains or losses on liabilities held for trading are
recognised in the profit or loss.

Financial liabilities designated upon initial recognition
at fair value through profit or loss are designated as such
at the initial date of recognition, and only if the criteria
in Ind AS 109 are satisfied. For liabilities designated as
FVTPL, fair value gains/ losses attributable to changes in
own credit risk are recognized in OCI. These gains/ losses
are not subsequently transferred to Profit and Loss.
However, the Company may transfer the cumulative
gain or loss within equity. All other changes in fair value
of such liability are recognised in the statement of profit
and loss. The Company has not designated any financial
liability as at fair value through profit or loss.

Financial liabilities at amortised cost (Loans and
borrowings)

After initial recognition, interest-bearing loans and
borrowings are subsequently measured at amortised cost
using the EIR method. Gains and losses are recognised in
profit or loss when the liabilities are derecognised as well
as through the EIR amortisation process.

Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation
is included as finance costs in the statement of profit and
loss. This category generally applies to borrowings.

Derecognition

A financial liability is derecognised when the obligation
under the liability is discharged or cancelled or expires.
When an existing financial liability is replaced by another
from the same lender on substantially different terms,
or the terms of an existing liability are substantially
modified, such an exchange or modification is treated
as the derecognition of the original liability and the
recognition of a new liability. The difference in the
respective carrying amounts is recognised in the
statement of profit and loss.

Reclassification of financial assets

The Company determines classification of financial
assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial
assets which are equity instruments and financial
liabilities. For financial assets which are debt instruments,
a reclassification is made only if there is a change in the
business model for managing those assets. Changes to
the business model are expected to be infrequent. The
Company''s senior management determines change

in the business model as a result of external or internal
changes which are significant to the Company''s
operations. Such changes are evident to external parties.
A change in the business model occurs when the
Company either begins or ceases to perform an activity
that is significant to its operations. If the Company
reclassifies financial assets, it applies the reclassification
prospectively from the reclassification date which is
the first day of the immediately next reporting period
following the change in business model. The Company
does not restate any previously recognised gains, losses
(including impairment gains or losses) or interest.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and
the net amount is reported in the Balance Sheet if
there is a currently enforceable legal right to offset
the recognized amounts and there is an intention to
settle on a net basis, to realize the assets and settle the
liabilities simultaneously.

o) Derivative financial instruments

The Company uses derivative financial instruments
such as foreign currency forward contracts and option
currency contracts to hedge its foreign currency risks
arising from highly probable forecast transactions. The
counterparty for these contracts is generally a bank.

Derivatives not designated as hedging instruments

This category has derivative assets or liabilities which
are not designated as hedges.

Although the Company believes that these derivatives
constitute hedges from an economic perspective, they
may not qualify for hedge accounting under Ind AS 109.
Any derivative that is either not designated a hedge,
or is so designated but is ineffective, is recognized
on balance sheet and measured initially at fair value.
Subsequent to initial recognition, derivatives are reÂ¬
measured at fair value, with changes in fair value
being recognized in the statement of profit and loss.
Derivatives are carried as financial assets when the fair
value is positive and as financial liabilities when the fair
value is negative.

p) Cash & Cash Equivalents

Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits
with an original maturity of three months or less, that
are readily convertible to a known amount of cash and
subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash
and cash equivalents consist of cash and short-term

deposits, as defined above, net of outstanding bank
overdrafts as they are considered an integral part of the
Company''s cash management.

q) Earnings per share

Basic earnings per share is calculated by dividing the
net profit or loss attributable to equity holders of the
Company by the weighted average number of equity
shares outstanding during the period. The weighted
average number of equity shares outstanding during
the period is adjusted for events such as bonus issue,
bonus element in a rights issue, that have changed
the number of equity shares outstanding, without a
corresponding change in resources.

For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to equity
shareholders of the Company and the weighted average
number of shares outstanding during the period are
adjusted for the effects of all dilutive potential equity shares.

r) Dividend

The Company recognises a liability to pay dividend
to equity holders of the parent when the distribution
is authorised, and the distribution is no longer at the
discretion of the Company. As per the corporate laws in
India, a distribution is authorised when it is approved
by the shareholders. A corresponding amount is
recognised directly in equity.

s) Investment in subsidiaries, joint ventures and
associates

Equity investments in subsidiaries, joint ventures and
associates are shown at cost less impairment, if any.
The Company tests these investments for impairment
in accordance with the policy applicable to ''Impairment
of non-financial assets''. Where the carrying amount of
an investment or CGU to which the investment relates
is greater than its estimated recoverable amount, it is
written down immediately to its recoverable amount
and the difference is recognized in the Statement of
Profit and Loss.

2.2 Critical accounting judgements and key sources of
estimation uncertainty

In the application of the Company accounting policies,
the management of the Company is required to make
judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily
apparent from other sources. The estimates and associated
assumptions are based on historical experience and other
factors that are considered to be relevant. Actual results may
differ from these estimates.

The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if
the revision affects only that period or in the period of the
revision and future periods if the revision affects both current
and future periods.

The following are the areas of estimation uncertainty and
critical judgements that the management has made in the
process of applying the Company''s accounting policies
and that have the most significant effect on the amounts
recognised in the financial statements:

Useful life of Intangible assets

The intangible assets are amortised over the estimated
useful life. The estimated useful life and amortisation method
are reviewed at the end of each reporting period, with the
effect of any changes in estimate being accounted for on a
prospective basis.

Useful life of depreciable tangible assets

Management reviews the useful life of depreciable assets
at each reporting date. As at March 31, 2025 management
assessed that the useful life represent the expected utility of
the assets to the Company.

Defined benefit plans

The cost of the defined benefit plan and other postÂ¬
employment benefits and the present value of such
obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These
include the determination of the discount rate, future salary
increases, mortality rates and future pension increases. Due
to the complexities involved in the valuation and its longÂ¬
term nature, a defined benefit obligation is highly sensitive to
changes in these assumptions. All assumptions are reviewed
at each reporting date.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash
generating unit exceeds its recoverable amount, which is the
higher of its fair value less costs of disposal and its value in
use. The fair value less costs of disposal calculation is based
on available data from binding sales transactions, conducted
at arm''s length, for similar assets or observable market prices
less incremental costs for disposing of the asset. The value
in use calculation is based on a DCF model. The cash flows
are derived from the budget for determined period and do
not include restructuring activities that the Company is not
yet committed to or significant future investments that will
enhance the asset''s performance of the CGU being tested.
The recoverable amount is sensitive to the discount rate
used for the DCF model as well as the expected future cash-
inflows, the growth rate used for extrapolation purposes and
the impact of general economic environment (including
competitors).

2.3 Other Notes

a) Other Statutory Information

(i) The Company does not have any Benami property,
where any proceeding has been initiated or
pending against the Company for holding any
Benami property under the Benami Transactions
(Prohibition) Act, 1988 and rules made thereunder.

(ii) The Company does not have any charges or
satisfaction which is yet to be registered with ROC
beyond the statutory period.

(iii) The Company have not traded or invested in
Crypto currency or Virtual Currency during the
financial year.

(iv) The Company have not advanced or loaned or
invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:

a) directly or indirectly lend or invest in other
person or entities identified in any manner
whatsoever by or on behalf of the Company
(Ultimate Beneficiaries) or

b) provide any guarantee, security or the like to
or on behalf of the Ultimate Beneficiaries

(v) The Company have not received any fund from
any person(s) or entity(ies), including foreign
entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that
the Company shall:

a) directly or indirectly lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (Ultimate Beneficiaries) or

b) provide any guarantee, security or the like on

behalf of the Ultimate Beneficiaries.

b) Regulatory Updates:

Ministry of Corporate Affairs notified new standards or
amendment to existing standards under Companies
(Indian Accounting Standards) Rules as issued from
time to time.

The Company applied following amendments for the
first-time during the current year which are effective
from April 1,2024:

Amendments to Ind AS 116 -

Lease liability in a sale and leaseback. The amendments require an
entity to recognise lease liability including variable lease payments
which are not linked to index or a rate in a way it does not result
into gain on Right of use asset it retains.

Introduction of Ind AS 117

MCA notified Ind AS 117, a comprehensive standard that prescribe,
recognition, measurement and disclosure requirements, to avoid
diversities in practice for accounting insurance contracts and it
applies to all companies i.e., to all "insurance contracts" regardless
of the issuer. However, Ind AS 117 is not applicable to the entities
which are insurance companies registered with IRDAI.

The Company has reviewed the new pronouncements and based
on its evaluation has determined that these amendments do not
have a significant impact on the Company''s Financial Statements.

15.4 The Company has only one class of equity shares having a par value of '' 1 per share, each shareholder is elligible for one vote per
share. The Company declares and pays dividend in Indian Rupees. Dividend Proposed by Board of Directors is subject to approval of
Shareholders in the ensuing Annual General Meeting.

15.5 In the event of liquidation, the Equity Sharesholders are eligible to receive the remaining Assets of the company after Distribution of
all Preferential amount, in proportion to Shareholding.

15.6 There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus
shares and bought back during the last 5 years.

Nature of Other Reserves
Securities Premium Account

Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of
the Companies Act, 2013.

Capital Reserve

Represent a non-distributable reserve.

General Reserve

General Reserve is created in earlier years pursuant to the provisions of the Companies Act. General Reserve is a free reserve available
to the Company.

Retained Earnings

Retained Earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.

32 CONTINGENT LIABILITIES

(1) Pursuant to its order dated October 05, 2021 ("NCLT Order"), after the payment of the dues to Creditors, Unsecured Creditors,
Secured Operational Creditors, as per the Resolution Plan all the liabilities of the said stakeholders shall stand permanently
extinguished as per the approved Resolution Plan. Any other claims including Government/Statutory Authority, whether
lodged during CIRP or not and any contingent/unconfirmed dues shall also stand extinguished.

(2) Against the NCLT Order dated October 05, 2021, Employee union has gone against the order and demanded their P.F. Dues.
Accordingly the company has not extinguished PF Liabilities. However their actual liabilities will be confirmed once judgement
is received.

(3) At the pre - acquisition stage, there were outstanding statutory dues related to water and electricity charges for the leasehold
property located at MIDC, Koper Khairne. These dues were waived off through an NCLT Order dated September 29, 2022.
However, we have not yet received the No Objection Certificate (NOC) from the revelant Government Department, as they have
not yet agreed to the waiver. The Company is currently in process of obtaining NOC.

34 SEGMENT REPORTING

As per para 4 of Ind AS 108 "Operating Segments", if a single financial report contains both consolidated financial statements and
the separate financial statements of the Parent Company, segment information may be presented on the basis of the consolidated
financial statements. Thus, the information related to disclosure of operating segments required under Ind AS 108 "Operating
Segments", is given in Consolidated Financial Statements.

35 DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

Since there are only two employees, the Company has not made provision for gratuity and leave encashment for the year. In the
absence of such valuation, relevant disclosures as per Ind AS-19 Employee Benefits have not been given.

36 CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, Schedule VII and Companies (Corporate Social
Responsibility Policy) Rules, 2014 as amended, the Board of Directors of the Company had constituted a Corporate Social
Responsibility (CSR) Committee. In terms of the provisions of the said Act, the Company was required to spend 32.06 lakhs (previous
year 21.85 lakhs) towards CSR activities during the year ended March 31, 2025. The Company has incurred following expenditure
towards CSR activities for the benefit of general public and in the neighbourhood of the Company.

41 FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s Risk Management framework encompasses practices relating to the identification, analysis, evaluation, treatment,
mitigation and monitoring of the strategic, external and operational controls risks to achieving the Company''s business objectives.
It seeks to minimize the adverse impact of these risks, thus enabling the Company to leverage market opportunities effectively and
enhance its long-term competitive advantage. The focus of risk management is to assess risks and deploy mitigation measures.

The Company''s activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Company has
various financial assets such as deposits,other receivables and cash and bank balances directly related to the business operations.
The Company''s principal financial liabilities comprise of trade and other payables. The Company''s senior management''s focus is
to foresee the unpredictability and minimize potential adverse effects on the Company''s financial performance. The Company''s
overall risk management procedures to minimize the potential adverse effects of financial market on the Company''s performance
are outlined hereunder:

The Company''s Board of Directors have overall responsibility for the establishment and oversight of the Company''s risk management
framework.

The Company''s risk management is carried out by the management in consultation with the Board of Directors. They provide
principles for overall risk management, as well as policies covering specific risk areas.

The note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Company''s receivables from customers and from its financial activities
including deposits with banks and other financial instruments.

(i) Cash and cash equivalents:

The Company considers factors such as track record, size of institution, market reputation and service standard to select
the banks with which deposits are maintained. The Company does not maintain significant deposit balances other than
those required for its day to day operations. Credit risk on cash and cash equivalents is limited as these are generally held
or invested in deposits with banks and financial institutions with good credit ratings.

(B) Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company''s
approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring
unacceptable losses. In doing this, management considers both normal and stressed conditions.

The Company''s objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company
relies on a mix of borrowings, capital and excess operating cash flows to meet its needs for funds. The current committed lines

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market
prices.

Market risk comprises three types of risks : foreign currency risk, interest risk and other price risk such as commodity risk.

(i) Interest rate risk

The Company''s exposure to the risk of changes in market interest rates relates primarily to debts having floating rate of
interest. Its objective in managing its interest rate risk is to ensure that it always maintains sufficient headroom to cover
interest payment from anticipated cashflows which are regularly reviewed by the Board.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates and arises where transactions are done in foreign currencies. It arises mainly where receivables and
payables exist due to transactions entered in foreign currencies. The Company evaluates exchange rate exposure arising
from foreign currency transactions and follows approved policy parameters utilizing forward foreign exchange contracts
whenever felt necessary. The Company does not enter into financial instrument transactions for trading or speculative
purpose.

I. Foreign Currency Exposure

Refer Note 33 for foreign currency exposure as at reporting periods respectively.

II. Foreign Currency Sensitivity

1% increase or decrease in foreign exchange rates will have the following impact on the profit before tax

(iii) Commodity Risk:

The Company is exposed to the movement in the price of key raw materials and other traded goods in the domestic and
international markets. The Company has in place policies to manage exposure to fluctuation in prices of key raw materials
used in operations. The Company enters into contracts for procurement of raw materials and traded goods, most of the
transactions are short term fixed price contracts and a few transactions are long term fixed price contracts.

(D) Capital management

The Company manages its capital to be able to continue as a going concern while maximising the returns to shareholders
through optimisation of the debt and equity balances. For the purpose of calculating gearing ratio, debt is defined as non
current and current borrowings (excluding derivatives). Equity includes all capital and reserves of the Company attributable to
equity holders of the Company. The Company is not subject to externally imposed capital requirements. The Board reviews the
capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risks associated
with each class of capital are also considered as part of the risk reviews presented to the Board of Directors.

43 The Company does not have any transactions with companies struck - off under Section 248 of the Companies Act, 2013 or Section

560 of Companies Act, 1956.

44 Previous period figures have been regrouped, re-classified and re-arranged wherever considered necessary to confirm to the current

year''s classification.

45 Additional information as required under para 2 of General Instruction of Division II of Schedule III to the Companies Act, 2013.

A. The Company has not carried out any revaluation of Property, Plant and Equipment in any of the period reported in this Financial
Statements hence reporting is not applicable.

B. The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

C. The company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

D. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any
other relevant provisions of the Income Tax Act, 1961).

E. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the
company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

F. During the FY 2023-24 the Company had raised the equity through fresh issue of 8,42,000 Equity Shares under Qualified
Institutions Placement basis. These shares have been issued at a premium of '' 448 per share against equity share price of
''10 each. The primary purpose of said equity issuance was to achieve Minimum Public Shareholding (MPS) of 25%. The said
funds will be utilized towards refurbishment and / or acquisition of asset through Subsidiary and repayment of outstanding
borrowings availed by company and would be helpful in growing business further.

G. The Board of Directors of the company at the meeting held on December 07, 2023 has approved subdivision of Equity shares
of the company having face value of '' 10 per shares into Equity shares having face value of '' 1 per share subject to approval of
shareholders and/or any other regulatory authority , if any.

H. The Company has not traded or invested in crypto currency or virtual currency during the financial year.

I. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act read
with the Companies ( Restriction on number of Layers) Rules, 2017.

46 The Standalone Financial Statements were approved for issue by the Board of Directors on April 28, 2025.

As per our report of even date attached For & On Behalf Of the Board

For Mahendra N. Shah & Co. Dharen Savla Rupesh Savla

Chartered Accountants Chairman & Non-Executive Director Managing Director

Firm Registration Number: 105775W DIN : 00145587 DIN : 00126303

Place: Ahmedabad Place: Ahmedabad

Chirag M. Shah Divyesh Shah Krena Khamar

Partner Chief Financial Officer Company Secretary

Membership No.: F-045706 Place: Mumbai Membership No: A62436

Place: Ahmedabad Place: Ahmedabad

Date : April 28, 2025 Date : April 28, 2025

Mar 31, 2024

14.4 During PY in accordance with the Approved Resolution Plan, the company has cancelled the shares of the erstwhile promotors and promotor group shareholders and has also reduced shares of the public shareholders to 1 share of '' 10 each for every 80 shares held. The capital reduction was approved by Central Depository Services (India) Limited and National Securities Depository Limited. The capital reduction was completed on March 09,2023.

14.5 The Company has only one class of equity shares having a par value of '' 1 per share, each shareholder is eligible for one vote per share. The Company declares and pays dividend in Indian Rupees. Dividend Proposed by Board of Directors is subject to approval of Shareholders in the ensuing Annual General Meeting.

14.6 In the event of liquidation, the Equity Sharesholders are eligible to receive the remaining Assets of the Company after Distribution of all Preferential amount, in proportion to Shareholding.

14.7 There are no shares issued pursuant to contract without payment being received in cash, allotted as fully paid up by way of bonus shares and bought back during the last 5 years.

14.8 The Board of Directors at its meeting held on December 7, 2023 approved the sub division of its Equity shares of face value '' 10 each into Equity shares of face value '' 1 each. The said sub division was further approved by the Share holder through Postal Ballot on January 11, 2024. The Company had fixed January 25, 2024 as the record date for the purpose of sub division of the Equity shares. The Basic and Diluted EPS for the prior periods of standalone and the consolidated financial statements have been restated considering the face value of '' 1 each on accordance with IND AS 33 - "Earning per shareâ

Nature of Other Reserves

Securities Premium Account : Securities Premium is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions ofthe Companies Act, 2013.

Capital Reserve : Represent a non-distributable reserve.

General Reserve : General Reserve is created in earlier years pursuant to the provisions of the Companies Act. General Reserve is a free reserve available to the Company.

30 : CONTINGENT LIABILITIES

(1) Pursuant to its order dated 05th October, 2021 ("NCLT Orderâ), after the payment of the dues to Creditors, Unsecured Creditors, Secured Operational Creditors, as per the Resolution Plan all the liabilities of the said stakeholders shall stand permanently extinguished as per the approved Resolution Plan. Any other claims including Government/ Statutory Authority, whether lodged during CIRP or not and any contingent/unconfirmed dues shall also stand extinguished.â

(2) Against the NCLT Order dated 05th October, 2021, Employee union has gone against the order and demanded their P.F. Dues. Accordingly the company has not extinguished PF Liabilities. However their actual liabilities will be confirmed once judgement is received.

(3) At the pre - acquisition stage, there were outstanding statutory dues related to water and electricity charges for the leasehold property located at MIDC, Koper khairne. These dues were waived off through an NCLT Order dated 29th Sept 2022. However, we have not yet received the No Objection Certificate (NOC) from the relevant government department, as they have not yet agreed to the waiver. The company is currently in process of obtaining NOC

32: SEGMENT REPORTING

As per para 4 of Ind AS 108 "Operating Segmentsâ, if a single financial report contains both consolidated financial statements and the separate financial statements of the Parent Company, segment information may be presented on the basis of the consolidated financial statements. Thus, the information related to disclosure of operating segments required under Ind AS 108 "Operating Segmentsâ, is given in Consolidated Financial Statements.

33: DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

Since there are only two employeess, the Company has not made provision for gratuity and leave encashment for the year. In the absence of such valuation, relevant disclosures as per Ind AS-19 Employee Benefits have not been given.

34 - CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of Section 135 of the Companies Act, 2013, Schedule VII and Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Board of Directors of the Company had constituted a Corporate Social Responsibility (CSR) Committee. In terms of the provisions of the said Act, the Company was required to spend 21.85 lakhs (previous year NIL) towards CSR activities during the year ended 31st March, 2024. The Company has incurred following expenditure towards CSR activities for the benefit of general public and in the neighbourhood of the Company.

Note:

(i) The above related party transactions have been reviewed periodically by the Board of Directors of the Company visa-vis the applicable provisions of the Companies Act, 2013, and justification of the rates being charged/ terms thereof and approved the same.

ii) All related party transaction have been taken at armâs length price.

37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Companyâs Risk Management framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, external and operational controls risks to achieving the Companyâs business objectives. It seeks to minimize the adverse impact of these risks, thus enabling the Company to leverage market opportunities effectively and enhance its long-term competitive advantage. The focus of risk management is to assess risks and deploy mitigation measures.

The Companyâs activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Company has various financial assets such as deposits,other receivables and cash and bank balances directly related to the business operations. The Companyâs principal financial liabilities comprise of trade and other payables. The Companyâs senior managementâs focus is to foresee the unpredictability and minimize potential adverse effects on the Companyâs financial performance. The Companyâs overall risk management procedures to minimize the potential adverse effects of financial market on the Companyâs performance are outlined hereunder:

The Companyâs Board of Directors have overall responsibility for the establishment and oversight of the Companyâs risk management framework.

The Companyâs risk management is carried out by the management in consultation with the Board of Directors. They provide principles for overall risk management, as well as policies covering specific risk areas.

The note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers and from its financial activities including deposits with banks and other financial instruments.

(i) Cash and cash equivalents:

The Company considers factors such as track record, size of institution, market reputation and service standard to select the banks with which deposits are maintained. The Company does not maintain significant deposit balances other than those required for its day to day operations. Credit risk on cash and cash equivalents is limited as these are generally held or invested in deposits with banks and financial institutions with good credit ratings.

(B) Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Companyâs approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions.

The Companyâs objective is to maintain optimum levels of liquidity to meet its cash and collateral requirements. The Company relies on a mix of borrowings, capital and excess operating cash flows to meet its needs for funds. The current committed lines of credit are sufficient to meet its short to medium term expansion needs. The Company monitors rolling forecasts of its liquidity requirements to ensure that it has sufficient cash to meet operational needs.

The table below provides undiscounted cash flows towards non-derivative financial assets/ (liabilities) into relevant maturity based on the remaining period at the Balance Sheet date to the contractual maturity date and where applicable, their effective interest rates.

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.Market risk comprises three types of risks : foreign currency risk, interest risk and other price risk such as commodity risk.

(i) Interest rate risk

The Companyâs exposure to the risk of changes in market interest rates relates primarily to debts having floating rate of interest. Its objective in managing its interest rate risk is to ensure that it always maintains sufficient headroom to cover interest payment from anticipated cashflows which are regularly reviewed by the Board.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates and arises where transactions are done in foreign currencies. It arises mainly where receivables and payables exist due to transactions entered in foreign currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows approved policy parameters utilizing forward foreign exchange contracts whenever felt necessary. The Company does not enter into financial instrument transactions for trading or speculative purpose.

I. Foreign Currency Exposure

Refer Note 33 for foreign currency exposure as at reporting periods respectively.

(iii) Commodity Risk:

The Company is exposed to the movement in the price of key raw materials and other traded goods in the domestic and international markets. The Company has in place policies to manage exposure to fluctuation in prices of key raw materials used in operations. The Company enters into contracts for procurement of raw materials and traded goods, most of the transactions are short term fixed price contracts and a few transactions are long term fixed price contracts.

(D) Capital management

The Company manages its capital to be able to continue as a going concern while maximising the returns to shareholders through optimisation of the debt and equity balances. For the purpose of calculating gearing ratio, debt is defined as non current and current borrowings (excluding derivatives). Equity includes all capital and reserves of the Company attributable to equity holders of the Company. The Company is not subject to externally imposed capital requirements. The Board reviews the capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risks associated with each class of capital are also considered as part of the risk reviews presented to the Board of Directors.

1) Current ratio (in times)

The company has invested the surplus funds into certain investment buckets. During the year the company has repaid significant borrowings.

2) Debt equity ratio (in times)

Improved due to repayment of significant borrowings and substantial jump in profit before tax.

3) Inventory turnover ratio (in times)

Improved revenue cycles leading to better turnover ratio and lower inventory holding period.

4) Trade receivable turnover ratio (in times)

Increased due to improvement in debtorâs collection cycle.

5) Trade Payable turnover Ratio (in times)

Increased due to better financial position of the company leading to intime payments of creditors.

6) Net profit ratio (%):

Decrease due to below reasons:

1. Exceptional DTA in previous year.

2. Decrease in depreciation due to non allowability of amortisation of goodwill.

If Eliminating the above exceptional items, ratio has been improved.

7) Return on capital employed (%)

Major impact due to significant increase in turnover and better profitibility of the company during the year.

8) Return on Investment (%)

Major impact due to significant increase in turnover and better profitibility of the company during the year.

Note 39

The Company does not have any transactions with companies struck - off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

Note 40

Previous period figures have been regrouped, re-classified and re-arranged wherever considered necessary to confirm to the current yearâs classification.

Note 41 -

Additional information as required under para 2 of General Instruction of Division II of Schedule III to the Companies Act, 2013.

A. The Company has not carried out any revaluation of Property, Plant and Equipment in any of the period reported in this Financial Statements hence reporting is not applicable.

B. The Company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

C. The company does not have any charges or satisfaction, which is yet to be registered with ROC beyond the statutory period.

D. The Company does not have any such trasaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

E. The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

F. During the FY 2023-24 the Company had raised the equity through fresh issue of 8,42,000 Equity Shares under Qualified Institutions Placement basis. These shares have been issued at a premium of Rs. 448 per share against equity share price of Rs.10 each. The primary purpose of said equity issuance was to achieve Minimum Public Shareholding (MPS) of 25%. The said funds will be utilized towards refurbishment and / or acquisition of asset through Subsidiary and repayment of outstanding borrowings availed by company and would be helpful in growing business further.

G. The Board of Directors of the company at the meeting held on December 07,2023 has approved subdivision of Equity shares of the company having face value of Rs. 10 per shares into Equity shares having face value of Rs. 1 per share subject to approval of shareholders and/or any other regulatory authority , if any.

H. The Company has not traded or invested in crypto currency or virtual currency during the financial year.

I. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act

read with the Companies ( Restriction on number of Layers) Rules, 2017.

43. Brief note on NCLT. Order.

1. Based on the petition filed by a financial creditor, the Honâble NClT, Mumbai Bench, passed the order for initiation of CIRP under section 7 of the insolvency and Bankruptcy Code, 2016 (As amended and hereinafter referred to as "the

Codeâ) dated July 16, 2020 appointing Mr. Vinit Gangwal as Interim Resolution Professional. The COC in its 3rd

plans received were placed, put to vote in the 16th CoC meeting held on February 07, 2022. The resolution plan submitted by M/s Deep Industries limited (Resolution Applicant- RA) was approved by CoC. The application for Plan approval was filed with Honâble National Company Law Tribunal (NCLT) on February 16, 2022 and subsequently has been approved/allowed by the Honâble NCLT vide Order dated September 29, 2022.

2. With the approval of the Resolution Plan by the Honâble National Company Law Tribunal (NCLT) vide Order dated September 29, 2022, the CIRP of the Company has concluded and Mr. Dinesh Kumar Agarwal ceased to be the RP of the Company. The said resolution plan has been implemented by the Monitoring Committee and the management of the Company has been handed over to the RA by the Monitoring Committee w.e.f. April 01, 2022. In view of the approved resolution plan, following effects have been given in the accounts of the Company for the year and quarter ended March 31, 2023.

3 (a) In compliance with Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 with respect to 5% public

shareholding, shares held by public shareholders shall stand partially extinguished while that of promoters shall stand extinguished. Fresh equity is issued by RA through its subsidiary to the tune of INR 3 Crores carrying 95% shareholding having face value of INR 10 each.

(b) The existing directors of the Company as on the date of Order stand ceased pursuant to the order. The new Board of Directors were appointed by the Monitoring Agency with effect from December15, 2022.

(c) In view of extinguishment post payment as per the Resolution Plan, balances comprising of current liabilities, current assets, statutory outstanding and equity investments except Provident Fund & ESIC, the same is recognized in the statement of profit and loss statement in accordance with "Ind AS - 109â on "Financial Instrumentsâ prescribed under section 133 of the Companies Act, 2013 and disclosed and included under "Exceptional itemsâ.

(d) In view of extinguishment post payment as per the Resolution Plan, balances comprising of financial creditors & extinguished equity, is recognized directly in "Other Equityâ in accordance with "Ind AS - 109â on "Financial Instrumentsâ prescribed under section 133 of the Companies Act, 2013.

(e) Funds amounting to INR 1,802.53 Lakhs were brought by way of Unsecured Loans and INR 300 Lakhs by way of Equity Shares by the RA through its subsidiary as per the terms of the approved resolution plan.

(f) As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, corporate guarantees and Legal Proceedings initiated against the Company stand extinguished and accordingly no outflow of economic benefits is expected in respect thereof. The Resolution plan further provides that implementation of resolution plan will not affect the rights of the Company to recover any amount due to the Company and there shall be no set off of any such amount recoverable by the Company against any liability discharged or extinguished.

(g) As per NCLT order, the existing issued, subscribed, paid up 1,67,72,518 equity share capital of Rs. 10 each stand fully cancelled and extinguished. The reduction in the share capital of the Company amounting to Rs. 1,677.25 Lakh is adjusted against the debit balance as appearing in its profit and loss account (i.e., retained earnings).

Mar 31, 2023

Contingent liabilities

SEGMENT REPORTING

- DISCLOSURES AS REQUIRED BY INDIAN ACCOUNTING STANDARD (IND AS) 19 EMPLOYEE BENEFITS

Since there are no employeess, the Company has not made provision for gratuity and leave encashment for the year. In the absence of such valuation, relevant disclosures as per Ind AS-19 Employee Benefits have not been given. .

- CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act), As per the relevant provisions of 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.

ii) Entity under common control are disclosed only transaction has taken place during the year.

iii) All related party transaction have been taken at armâs length price.

* Pursuant to NCLT Order the existing Board will be replaced by new Board of Directors constituted with adequate representation from the member of Resolution Applicant Group and independent directors in compliance with Applicable Laws. Hence, all such Board Member and their relatives ceased to be related parties from 15th December, 2022, as per companyâs corporate announcement dated January 21, 2023.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Companyâs activities expose it to variety of financial risks namely market risk, credit risk and liquidity risk. The Companyâs has mainly financial assets comprises of trade receivables (directly related to the business operations) and cash and bank balances. The Companyâs principal financial liabilities comprise of loan and trade payable. The Companyâs senior managementâs focus is to foresee the unpredictability and minimize potential adverse effects on the Companyâs financial performance. The Companyâs overall risk management procedures to minimize the potential adverse effects of financial market on the Companyâs performance are outlined hereunder:

The Companyâs Board of Directors have overall responsibility for the establishment and oversight of the Companyâs risk management framework.

The note explains the sources of risk which the entity is exposed to and how the entity manages the risk.

(A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers and from its financial activities including deposits with banks and other financial instruments.

(i) Cash and cash equivalents:

The Company considers factors such as track record, size of institution, market reputation and service standard to select the banks with which deposits are maintained. The Company does not maintain significant deposit balances other than those required for its day to day operations. Credit risk on cash and cash equivalents is limited as these are generally held or invested in deposits with banks and financial institutions with good credit ratings.

(B) Liquidity Risk

As the company was under CIRP process, data was not maintained properly hence we are unable to report the maturity profile of liabilities outstanding as on March 31, 2022

(i) Interest rate risk

As the company was under CIRP process, data was not maintained properly hence we are unable to report the Interest rate risk of financial liabilities outstanding as on March 31, 2022. In accordance with NCLT Order Resolution applicant has discharged all dues in accordance with resolution plan.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates and arises where transactions are done in foreign currencies. It arises mainly where receivables and payables exist due to transactions entered in foreign currencies. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows approved policy parameters utilizing forward foreign exchange contracts whenever felt necessary. The Company does not enter into financial instrument transactions for trading or speculative purpose.

(iii) Commodity Risk:

The Company is exposed to the movement in the price of key raw materials and other traded goods in the domestic and international markets. The Company has in place policies to manage exposure to fluctuation in prices of key raw materials used in operations. The Company enters into contracts for procurement of raw materials and traded goods, most of the transactions are short term fixed price contracts and a few transactions are long term fixed price contracts.

(D) Capital management

The Company manages its capital to be able to continue as a going concern while maximising the returns to shareholders through optimisation of the debt and equity balances. For the purpose of calculating gearing ratio, debt is defined as non current and current borrowings (excluding derivatives). Equity includes all capital and reserves of the Company attributable to equity holders of the Company. The Company is not subject to externally imposed capital requirements. The Board reviews the capital structure and cost of capital on an annual basis but has not set specific targets for gearing ratios. The risks associated with each class of capital are also considered as part of the risk reviews presented to the Board of Directors.

Note 40

The Company does not have any transactions with companies struck - off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956.

Note 41

Balances of Other Current Liabilities, Trade Receivables and Trade Payables are subject to confirmation, reconciliation and adjustments if any.

Note 42

In the opinion of the Management, current assets have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated except where indicated otherwise.

Note 43

Previous period figures have been regrouped, re-classified and re-arranged wherever considered necessary to confirm to the current yearâs classification.

Note 44

The MCA wide notification dated March 24, 2021 has amended Schedule lll to the Companies Act, 2013 in respect of certain disclosures. The Company has incorporated appropriate changes in the above results.

Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with business developments. As The Company is recently acquired through NCLT Scheme, Management is in process of assessing the future profitability hence DTA on the existing unabsorbed losses has not been created.

Note 46 -

Additional information as required under para 2 of General Instruction of Division II of Schedule III to the Companies Act, 2013.

A. The Company has not carried out any revaluation of Property, Plant and Equipment in any of the period reported in this Financial Statements hence reporting is not applicable.

B. The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder

C. The Company does not have any such trasaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 ( Such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

D. The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of

the company (Ultimate Beneficiaries) or(b) provide any guarantee, security or the like to or on behalf of the Ultimate

Beneficiaries

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of

the Funding Party (Ultimate Beneficiaries) or(b) provide any guarantee, security or the like on behalf of the Ultimate

Beneficiaries,

F. All charges are satisifed in accordance with NCLT order, and company is in process of filing necessary documents with approriate authority.

G. The Company has not traded or invested in crypto currency or virtual currency during the financial year.

H. The Company is in compliance with the number of layers prescribed under clause (87) of section 2 of the Companies Act

read with the Companies ( Restriction on number of Layers) Rules, 2017.

I. During the company, pursuant to NCLT Order company has raised funds by way of issue of equity shares 47. Brief note on NCLT. Order.

1. Based on the petition filed by a financial creditor, the Honâble NClT, Mumbai Bench, passed the order for initiation of

CIRP under section 7 of the insolvency and Bankruptcy Code, 2016 (As amended and hereinafter referred to as "the

Codeâ) dated July 16, 2020 appointing Mr. Vinit Gangwal as Interim Resolution Professional. The COC in its 3rd

meeting held on October 19,2020 appointed Mr. Dinesh Kumar Agarwal as the Resolution Professional (RP)and the same was approved by NCLT bench vide order dated December 04, 2020. Further, the RP had invited expression of interest (Eol) from Prospective Resolution Applicants (PRAs) to submit the Resolution Plan for the Company. Final plans received were placed, put to vote in the 16th CoC meeting held on February 07, 2022. The resolution plan submitted by M/s Deep Industries limited (Resolution Applicant- RA) was approved by CoC. The application for Plan approval was filed with Honâble National Company Law Tribunal (NCLT) on February 16, 2022 and subsequently has been approved/allowed by the Honâble NCLT vide Order dated September 29, 2022.

3 (a) In compliance with Rule 19A(5) of the Securities Contracts (Regulation) Rules, 1957 with respect to 5% public

Mar 31, 2022

Note:

(a) Securities premium reserve represents the difference between the face value of the equity shares and the consideration received in respect of shares issued , which can be utilised only in accordance with the provisions of the Companies Act, 2013 for specified purposes.

(b) General Reserve is created in earlier years pursuant to the provisions of the Companies Act wherein certain percentage of profits were required to be transferred to General Reserve before declaring dividends. As per the Companies Act 2013, the requirement to transfer profits to General Reserve is not mandatory. General Reserve is a free reserve available to the Company.

(c) Retained earnings represents surplus/ accumulated earnings of the Company and are available for distribution to shareholders.

Note:

(a) Secured by the hypothecation of current assets, first mortgage charge on immovable properties, pledge of TDR, hypothecation of various vessels and tugs owned by DOSL, pledge of 30% of shares of DOSL, pledge of TDR of DOSL, pledge of Companyâs shares held by Promoter group. Personal guarantee of whole time directors and Rear Admiral Kirpal Singh and Corporate guarantee by DOSL and DOPL).

34 : Contingent liabilities

(i) The Asst. Commissioner of Income Tax has passed the draft Assessment order for the A. Y. 2012-13 with the addition of income of 8,16.67 lakhs & ^. 1,09.90 lakhs on account of adjustments made by TPO for Interest & Corporate Guarantee respectively. We have

filed a petition with DRP for the objections to the draft Assessment order.

(ii) Income tax demand of ?. 68,93.76 lakhs (March 31, 2021 : ?68,93.76 lakhs), for various assessment year issued by the Income Tax Authorities has been disputed, against which refund has been adjusted or the Company has deposited ?. 14,07.53 lakhs (March 31, 2021

: ?. 14,07.53 lakhs) under protest.

(iii) Sales tax demand of Rs. 25,45.83 lakhs (March 31, 2021 : Rs. 25,45.83 lakhs), raised against the Company has been disputed, against which the Company has deposited Rs.10,51.34 lakhs (March 31, 2021 : Rs. 10,51.34 lakhs),under protest.

(iv) Service tax authorities have issued show cause notice against the Company on several issues amounting to Rs.185,85.92 lakhs (March 31, 2021 : Rs. 185,85.92 lakhs). The Company has disputed the same and have filed an appeal with the Commissioner, Service Tax, Audit-I, Belapur for adjudicating the matter. The procedings have commenced and we are confident that the matter will be decided in company favour.

The contingent liabilites details above are carried forward from the previous year, as the Resolution Professional is not in position to verify the same with the available documents/ authrotities.

* The Company has given Corporate guarantee to State Bank of India of f. 5,00.00 lakhs (March 31, 2020 : f. 5,00.00 lakhs, April 01, 2019 : f. 5,00.00 lakhs) for financial facilaites availed by Dolphin Offshore Shipping Limited

* DOSL has hypothecated vessels, tugs and provided Corporate Guarantee to the lenders of the Company.

** DOPL has pledged shares and provided Corporate Guarantee to the lenders of the Company.

## Pledge of Company''s shares held by Promoter group, Personal guarantee of whole time directors and Rear Admiral Kirpal Singh to the lenders of the Company Notes

a) Remuneration includes basic salary, allowance, sitting fees and perks

b) The monthly reimbursement of expenses between the Company and related parties towards office expenses, provident fund etc., are not reflected in the statement above.

The Company has been admitted in National Company LawTribunal (NCLT) on 16 th July 2020 - Order no.-CP (IB) No. 4087/ MB / 2018, as per the order the company

is under Corporate Insolvency Resolution process(CIRP) and the Resolution professional namely âMr.Dinesh Kumar Aggarwalâhaving IP registration No. IBBI / IPA-002 /

IP-N00890 / 2019-2020 / 12843 was appointed to conduct the CIRP of the Company.

The Company does not have any operations since July 2019. Currently a Resolution plan is under consideration of the Committee of Creditors.

The amount of total term loans included in Other Financial Liabilities amounts to Rs. 126,55,64,666 in the books of accounts, whereas the amount of total claims received

39 by the RP from the financial creditors amount to Rs.94,93,78,218/- which includes interest/ penalty calculated upto CIRP admission date.

Further, the RP has received and accepted claims of Rs. 10,83,53,585/- from other creditors, and from operational creditors and employees amounting to _Rs.925,38,13,111/-._

40 The Current assets- T rade Receivables and Accrued income, is carried forward at the same value as last year. The recoverability of these assets cannot

_be ascertained due to the lack of information._

As per note 12, there is cash in hand of Rs. 0.26 Lakh which is being carried forward from prior years. As per the tally records provided, these are balances

41 lying in imprest account which is being carried forward from earlier years. The details of these imprest accounts are not available with the Company and thus the balance is carried forward on as is basis. There is no physical cash balance available with the Company as on date.

The Company does not have any operations and employees since the initiation of the CIRP. The RP was provided with the tally records, but since there

⁴² were no employees in the Company, the Company did not have proper records/ books of accounts maintained.

Thus, the RP is not in the position to verify any prior year amounts and the same is carried forward on as is basis.

43 Resolution professional is not in position to verify the figures which is recorded up to 16/07/2020 i.e. the CIRP commencement date.

44 Bank statements for certain bank accounts (Note 13) was not available and is carried forward from last year._

These financial statements have been signed by the RP while exercising the powers of the Board of Directors of the Corporate Debtor, which has been conferred upon him in terms of the provisions of Section 17 of the Code. The RP has signed these financial statements in good faith, solely for the purpose of compliance and discharging his duty under the Code, and subject to the following disclaimers:

(i) The RP has furnished and signed the report in good faith and accordingly, no suit, prosecution or other legal proceeding shall lie against the RP in terms of Section 233 of the Code. The financial results and statement of assets and liabilities enclosed herewith is accepted by the RP in his fiduciary capacity without accepting any personal liability and is only for the purpose of complying with the applicable law(s) and accordingly, no suit, prosecution or other

45 legal proceeding shall lie against the RP. The RP is not liable for any error or misstatement of facts and figures, if any, in the accounts and/ or any disclosure or non-disclosure in the accounts.

(ii) No statement, fact, information (whether current or historical) or opinion contained herein should be construed as a representation or warranty, express or implied, of the RP including, his authorized representatives and advisors;

(iii) The RP, in review of the financial results and while signing this statement of financial results, has relied upon the assistance provided by the available Officers of the Corporate Debtor. For all such information and data, the RP has assumed that such information and data are in the conformity with the Companies Act. 2013 and other applicable laws with respect to the preparation of the financial statements. Accordingly, the RP is not making any representations regarding accuracy, veracity or completeness of the data or information in the financial statements.

Mar 31, 2018

COMPANY OVERVIEW

Dolphin Offshore Enterprises (India) Limited (the âCompanyâ) was incorporated as a Private Limited Company under the Indian Companies Act, 1956 on May 17, 1979 with the objective of providing services to the offshore Oil and Gas Industry. The Company initially commenced operations by providing diving services to the Oil and Gas Natural Commission (now reconstituted as the Oil and Natural Gas Corporation Limited). Over the years, the Company has expanded its capabilities and now provides a range of services as explained below.

In 1994, the Company converted into a public limited company and had its Initial Public Offering. The Company is currently listed on the Bombay Stock Exchange and the National Stock Exchange.

The Company has three subsidiaries, Dolphin Offshore Shipping Limited (âDOSLâ), Dolphin Offshore Enterprises (Mauritius) Private Limited (âDOEMPLâ) and Global Dolphin Drilling Company Limited (âGDDCâ). In addition, The Company has entered in a joint venture with IMPaC Offshore Engineering GmbH for providing design and engineering services.

DOSL is involved in the business of owning, operating and managing vessels and in handling marine logistics. DOEMPL, apart from owning vessels, also provides the whole range of services that the Company provides to the international market. GDDC provides offshore drilling units to be used for oil and gas exploration and production.

The current range of services that Dolphin Offshore and subsidiaries provide are :

a. Underwater diving and engineering

b. Design and engineering

c. Vessel operations and management

d. Marine logistics

e. Ship repair and rig repair services

f. Fabrication

g. Electrical and Instrumentation services

h. Offshore hook-up and commissioning

i. Undertaking turnkey EPC contracts

Note :

(i) Deemed cost of plant, property and equipment, except buildings, as on April 1, 2016 is the net written down value as per previous GAAP The Company has elected to fair value its buildings and use that fair value in its Opening Ind AS balance sheet (as at April 1, 2016) as deemed cost, in accordance with Ind AS 101, First-time Adoption of Indian Accounting Standards. Hence accumulated depreciation on April 1, 2016 is shown as Nil. Buildings have been considered at its fair market value on April 1, 2016 which has resulted in an increase in value of Rs. 18,92.86 lakhs and correspondingly Retained Earnings as at April 1, 2016 have also been increased.

(ii) For details of assets given as security against borrowings [Refer note 19 (a)].

Note:

(i) Deferred tax assets of Rs. 35,83.76 lakhs ((March 31, 2017 : Rs. 39,04.49 lakhs, April 01, 2016 : Rs. 31,80.09 lakhs) comprising of unabsorbed losses and unabsorbed depreciation (except for deferred tax liability on depreciation of Rs.Nil (March 31, 2017 : Rs. 2.11 lakhs, April 01, 2016 : Rs.Nil) have not been recognised as a measure of prudence and for lack of virtual certainty.

(ii) Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.

Note:

The fixed deposit receipts of Rs. 12,26.68 lakhs (March 31, 2017 : Rs. 5,33.32 lakhs, April 01, 2016 : Rs. 4,11.86 lakhs) have been deposited with the State Bank of India in lieu of margin money on guarantees and letters of credit issued by the Banks. Further, Rs. 1,61.00 lakhs (March 31, 2017 : Rs. 1,61.00 lakhs, April 01, 2016 : Rs. 1,61.00 lakhs) have been pledged as a security against various credit facilities availed from the bank.

(d) The Company has only one class of shares referred to as equity shares having a par value of Rs. 10 per share. Each holders of equity shares carry one vote per share without restrictions and are entitled to dividend, as and when declared.

(e) In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts. All shares rank equally with regard to the Companyâs residual assets and the distribution will be in proportion to the number of equity shares held by the shareholers.

(f) There are no shares reserved for issue under options and contracts/commitments for the sale of shares/disinvestment.

(g) For detailed Capital Management [Refer note 45].

Note:

(a) Securities premium reserve represents the difference between the face value of the equity shares and the consideration received in respect of shares issued, which can be utilised only in accordance with the provisions of the Act, for specified purposes.

(b) General reserve is created in earlier years pursuant to the provisions of the Act, wherein certain percentage of profits were required to be transferred to General Reserve before declaring dividends. Now, the requirement to transfer profits to General Reserve is not mandatory. General Reserve is a free reserve available to the Company.

(c) Retained earnings represents surplus/accumulated earnings of the Company and are available for distribution to shareholders.

Note:

(a) Secured by the hypothecation of current assets, first mortgage charge on immovable properties, pledge of TDR, hypothecation of various vessels and tugs owned by DOSL, pledge of 30% of shares of DOSL, pledge of TDR of DOSL, pledge of Companyâs shares held by Promoter group. Personal guarantees of whole time directors and Rear Admiral Kirpal Singh and Corporate guarantee by DOSL and DOPL).

1: CONTINGENT LIABILITIES

(i) (a) As at March 31, 2018 the Company had contingent liabilities in respect of bank guarantees issued to customers of Rs. 55,01.45 lakhs (March 31, 2017 : Rs. 41,21.26 lakhs, April 01, 2016 : Rs. 39,50.80 lakhs) and letter of credit issued to vendors of Rs.Nil lakhs (March 31, 2017 : Rs. 9,46.30 lakhs, April 01, 2016 : Rs. 1,58.68 lakhs). Further with respect to letter of credit issued to vendors Rs.Nil (March 31, 2017 : Rs. 6,40.12 lakhs, April 01, 2016 : Rs. 1,34.47 lakhs) are outstanding as of date and are grouped under Trade Payables as on March 31, 2018. (Secured by the hypothecation of current assets, first mortgage charge on immovable properties, pledge of TDR, hypothecation of various vessels and tugs owned by DOSL, pledge of 30% of shares of DOSL, pledge of TDR of DOSL, pledge of Companyâs shares held by Promoter group. Personal guarantee of whole time directors and Rear Admiral Kirpal Singh and Corporate guarantee by DOSL and DOPL).

(b) The Company has given Corporate guarantee to State Bank of India of Rs. 5,00.00 lakhs (March 31, 2017 : Rs. 5,00.00 lakhs, April 01, 2016 : Rs. 5,00.00 lakhs) for financial facilaites availed by Dolphin Offshore Shipping Limited

(ii) Claim against the Company on account of Interest on delayed rent not acknowledged as debt (on account of counter claim by the Company) Rs. 33.66 lakhs (March 31, 2017 : Rs. 33.66 lakhs, April 01, 2016 : Rs. 55.35 lakhs) and interest on outstanding payment to Divers not acknowledge as debt of Rs. 15.89 lakhs.

(iii) Income tax demand of Rs. 27,86.83 lakhs (March 31, 2017 : Rs. 21,89.55 lakhs, April 01, 2016 : Rs. 14,93.56 lakhs), for various assessment year issued by the Income Tax Authorities has been disputed, against which refund has been adjusted or the Company has deposited Rs. 14,07.53 lakhs (March 31, 2017 : Rs. 8,87.13 lakhs, April 01, 2016 : Rs. 5,15.18 lakhs) under protest.

(iv) Sales tax demand of Rs. 25,45.83 lakhs (March 31, 2017 : Rs. 22,83.10 lakhs, April 01, 2016 : Rs. 75,78.06 lakhs) raised against the Company has been disputed, against which the Company has deposited Rs. 10,51.34 lakhs (March 31, 2017 : Rs. 8,04.62 lakhs, April 01, 2016 : Rs. 7,93.82 lakhs) under protest.

(v) Service tax authorities have issued show cause notice against the Company on several issues amounting to Rs. 185,85.92 lakhs (March 31, 2017 : Rs. 157,85.44 lakhs, April 01, 2016 : Rs.Nil). The Company has disputed the same and have filed an appeal with the Commissioner, Service Tax, Audit-I, Belapur for adjudicating the matter. The procedings have commenced and we are confident that the matter will be decided in our favour.

(vi) Claims against the Company not acknowledged as debts Rs. 15,83.03 lakhs (March 31, 2017 : Rs. 15,83.03 lakhs, April 01, 2016 : Rs.Nil) (Refer Note 41(e)) Management is of the view that above matters are not likely to have any impact on the financial position of the Company.

Notes:

1. The Company does not expect any reimbursements in respect of the above contigent liabilities.

2. In respect of matters at (i) the cash outflows, if any, could generally occur upto three years, being the period over which the validity of the guarantees extends.

3. It is not practicable to estimate the timing of cash outflows, if any, in respect of matters at (ii) to (vi) above pending resolution of the appellate proceedings. Further, the liability mentioned in (ii) to (v) above excludes interest and penalty in cases where the company has determined that the possibility of such levy is remote.

2: DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 17, LEASES

The Company had taken on office premises and workshop on lease for the period ranging from 1 to 10 years.

(a) The minimum amounts payable in future towards non-cancellable lease agreements for premises are as follows :

(b) Lease payments recognised in the Statement of profit and loss for the year is Rs. 1,49.18 lakhs (March 31, 2017 : Rs. 2,46.02 lakhs, April 01, 2016 : Rs. 1,37.33 lakhs).

3: DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 19, EMPLOYEE BENEFITS

a) The Company has recognised the following amounts in the statement of profit and loss :

* Included in âEmployerâs Contribution to Provident Fundâ.

The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of Gratuity Act, 1972. The Company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting occures upon completion of five years of service.

The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.

b) Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:

2 Sensitivity analysis method

Sensitivity analysisis performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously. The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change, if any.

Notes:

a) Amount recognised as an expense in the statement of profit and loss and included in Note 28 under âSalaries and wagesâ & âContribution to provident and other fundsâ:

Leave encashment â (23.04) lakhs (Previous year - â (12.03) lakhs) and Gratuity Rs. 71.89 lakhs (Previous year - Rs. 8.96 lakhs).

The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

(b) Defined contribution plan

The Company has classified the various benefits provided to employees as under :

(a) Provident fund

(b) Superannuation fund

(d) Employees State Insurance Scheme (ESIC)

The provident fund is operated by the Regional Provident Fund Commissioner, the Superannuation Fund is administered by the Trustee of the Life Insurance Corporation of india and the Employees State Insurance Scheme is administered under State Insurance Act . Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.

4: DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 24, RELATED PARTY DISCLOSURES

i) Related party relationships:

a) Companies under common control, including subsidiaries:

1) Global Dolphin Drilling Co Limited (âGDDCâ) - 59.96 % subsidiary

2) Dolphin Offshore Enterprises (Mauritius) Private Limited (âDOEMPLâ) - 100.00 % subsidiary

3) Dolphin Offshore Shipping Limited (âDOSLâ)* - 100.00 % subsidiary

4) Dolphin Offshore Projects Limited (âDOPLâ)** - Under common control

5) IMPaC Oil & Gas Engineering (India) Private Limited (âImpacâ) - 40 % Joint Venture

b) Key Management Personnel

i) Rear Admiral Kirpal Singh - Non-Executive Chairman

ii) Mr. Sabyasachi Hajara - Chairman independent Director

iii) Mr. Satpal Singh - Managing Director & CEO

iv) Mr. Navpreet Singh - Joint Managing Director & CFO

v) Dr. Faqir Chand Kohli - Independent Director

vi) Mrs. Manjit Kirpal Singh - Non-Executive Director

vii) Mr. V Surendran - Company Secretary

c) Relatives of Key Management Personnel with whom the Company has had transactions during the year.

i) Mr. Rohan Singh - Son of Managing Director & CEO

ii) Mrs. Ritu Singh - Spouse of Joint Managing Director & CFO

iii) Mr. Tarun Singh - Son of Joint Managing Director & CFO

iv) Mr. Akhil Singh - Son of Joint Managing Director & CFO

5 : DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 108, SEGMENT REPORTING

The Company is mainly engaged in offshore business and there are no separate reportable segments. Accordingly, disclosure under this Standard is not applicable.

Note: Note: The above information is given to the extent available with the Company and relied upon by the auditor.

6 : DEBTORS AND CREDITORS

(a) Trade receivable and accrued income include Rs. 13,17.77 lakhs (March 31, 2017 : Rs. 1,317.77 lakhs, April 01, 2016 : Rs. 1,317.77 lakhs) due from an entity which is declared Sick and in respect of which a Scheme of Rehabiliation is under implementation. The Management, however, is of the opinion that provision amounting to Rs. 4,26.12 lakhs (March 31, 2017 : Rs. 4,26.12 lakhs, April 01, 2016 : Rs. 4,26.12 lakhs) made against such receivable is adequate.

(b) Advances recoverable includes Rs. 2,13.18 lakhs (March 31, 2017 : Rs. 2,13.18 lakhs, April 01, 2016 : Rs. 2,13.18 lakhs) from a vendor which has not been refunded/adjusted for a considerable period of time. The Management, however, is of the opinion that such advances are refundable/adjustable.

(c) An amount of Rs. 2,93.26 lakhs (March 31, 2017 : Rs.Nil, April 01, 2016 : Rs.Nil) recoverable from a vendor on account cost of materials and services incurred for which the claim is yet to be made. The Management, however, is of the opinion that such amount will be adjusted.

(d) Considering the nature of projects being executed by the Company for its main customers, the consequential claims and counter claims towards liquidated damages, change order, etc., and as per general practice prevalent in the industry, the balances outstanding as trade receivables (which also include interest charged as per contract terms), billable costs, advances to/balances payables towards contractors and vendors of the Company are not confirmed by customers/vendors and against some of the customers the Company has also initiated legal actions. The Management, however, is of the opinion that such receivables/payables are stated at their realisable/payable value and adequate provisions have been made in the books of account, wherever necessary.

(e) During the year 2013-14 and 2014-15, the Company has incurred additional expenditure on executing additional work in terms of an EPC contract. The Company has quantified the value of extra work done at Rs. 103,59.19 lakhs (March 31, 2017 : Rs. 100,35.13 lakhs, April 01, 2016 : Rs. 102,00.76 lakhs) and has commenced discussions with the customer for acceptance of its claim. Out of the claim, invoices for Rs. 24,82.49 lakhs (March 31, 2017 : Rs. 21,58.43.00 lakhs, April 01, 2016 : Rs. 23,24.07 lakhs) have been raised on the customer and the balance amount of Rs. 78,76.70 lakhs (March 31, 2017 : Rs. 78,76.70 lakhs, April 01, 2016 : Rs. 78,76.70 lakhs) accrued on this account is included under other current assets pending finalisation of the claim by the customer.

(f) Trade receivable includes Rs. 25,20.49 lakhs; (31st March, 2017 - Rs. 25,12.94 lakhs, April 01, 2016 : Rs.Nil) due from a charter hire contract. The said hirer has disputed the claim and has raised counter claim for damages of Rs. 15,83.03 lakhs against the Company. The Management, however, is of the opinion that no provision is required against such counter claim made by the customer, since it is not tenable..

7: DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 112, DISCLOSURE OF INTERESTS IN OTHER ENTITIES

The Company has a joint venture interest in IMPaC Oil & Gas Engineering (India) Private Limited (a company incorporated in India) and its proportionate share in the assets, liabilities, income and expenses of the jointly controlled entity, based on the audited accounts drawn up to March 31, 2018 is as under :

Percentage of ownership interest as at March 31, 2018 - 40%.

8: DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 107, FINANCIAL INSTRUMENTS -DISCLOSURES

A. Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

B. Measurement of fair value

The fair values of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

1. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables.

C. Fair Value Hierarchy

The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.

Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.

D. Market Risk Management

The Companyâs activities expose it to credit risk, liquidity risk and market risk. The Companyâs primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.

(i) Risk management framework

The Companyâs Board of Directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework. The Board of Directors is responsible for developing and monitoring the Companyâs risk management policies.

The Companyâs risk management policies are established to indentify and analyse the risks faced by the Company, to set appropriate risk limits and controls to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and Companyâs activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control enviornment in which all employees understand thier roles and obligations.

The Companyâs Audit Committee also oversees how management monitors compliance with the Companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

(ii) Credit risk Trade and other receivables

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers investment in subsidaries and joint ventures and cash and cash equivalents. The Company makes provision on trade receivables based on Expected Credit loss (ECL) method basis on provision matrix.

Trade receivables are typically unsecured and are derived from revenue earned from customers located in India and overseas. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company has a detailed review mechanism of overdue trade receivables at various levels in the organisation to ensure proper attention and focus on realisation.

Expected Credit Loss assessment

Exposure to customers outstanding at theend of each reporting period are reviewed nu the Company to determine incurred and expected credit losses. Management believes that the unimpaired amounts that are past due are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk.

The movement in the loss allowance in respect of trade and other receivables during the years is as follows:

Cash and bank balances and bank deposits

The Company held cash and cash equivalents and bank deposits with banks and financial institutions. The credit worthiness of such banks and financial instituions is evaluated by the management on an on-going basis and is considered to be good.

Other than trade receivables, the Company has no other financial assets that are past due but not impaired.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet financial obligations as they become due to reasonable price. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when they are due under both normal and stressed conditions, without incurring unacceptable lossess or risk to the Companyâs reputation.

The Company also monitors the level of expected cash inflows on trade receivables together with expected cash outflows on trade payables and other financial liabilities. The Company has access to a sufficient sources of short term funding with existing lenders that could be arranged upon should need arises..

Exposure to liability risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual cash flows are gross and undiscounted, and include estimated interest payments.

(iv) Market risk

Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, short-term and long-term debt, including foreign currency receivables and payables. The Companyâs exposure to market risk is primarily related to foreign exchange rate risk and interest rate risk. Thus, Companyâs exposure to market risk is a function of investing and revenue generating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenue and costs.

(v) Currency risk

The Company is exposed to risk of changes in foreign currency values on account of its receivables and payables. The functional currency of the Company is Indian Rupee. The Companyâs business model incorporates assumptions on currency risks and ensures any exposure is covered through the normal business operations.

The Company has not entered into any derivative transactions during the year and there were no derivative transactions outstanding as on March 31, 2017 and April 1, 2016.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the Indian Rupee against various currency mentioned in the table below as at reporting date would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

(vi) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

Exposure to interest rate

Companyâs interest rate risk arises from borrowings. The interest rate profile of the Companyâs interest-bearing financial instruments as reported to the management of the Company is as follows:

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Cash flow sensitivity analysis for variable-rate instruments

A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

The risk estimates provided assume a change of 50 basis points interest rate for the interest rate bench mark as applicable to the borrowings summarised above. This calculation also assumes that the change occurs at the balance sheet date and has been calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.

9: CAPITAL MANAGEMENT

Equity share capital and other equity are considered for the Companyâs capital mangement. The Company manges its capital so as to safeguard its ability to continue as going concern and to optimise returns to shareholders. The capital structure of the Company is based on mangementâs judgement of its strategic and day-to-day needs with a focus on total equity so as to maintian investor, creditors and market confidence. The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders. The Company may take appropriate steps in order to maintain, or if necessary, adjust its capital structure.

The Company monitors capital using a ratio of âadjusted net debtâ to âequityâ. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. Total equity comprises all components of equity.

The Companyâs adjusted net debt to equity ratio at the reporting period is as follows:

No changes were made in the objectives, policies or processes for managing capital of the Company during the current and previous year.

10 : DISCLOSURE PURSUANT TO SECTION 186 OF THE COMPANIES ACT, 2013

11: CORPORATE SOCIAL RESPONSIBILITY (CSR)

Amount required to be spent by the Company on Corporate Social Responsibility (CSR) related activities during the year is Rs.Nil: (March 31, 2017 : Rs.Nil).

(a) The amount recognised as expense in the Statement of profit and loss on CSR realted activities is Rs.Nil : (2016-17 : Rs.Nil).

12: INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as at March 31, 2018.

13 : DISCLOSURE PURSUANT TO INDIAN ACCOUNTING STANDARD (IND AS) 101, FIRST-TIME ADOPTION OF INDIAN ACCOUTING STANDARDS

I. Transition to Ind AS:

The Compnay has transitione dthe basis of accounting from Indian generally accepted accounting principles (âprevious GAAPâ) to Ind AS. The accounting policies set out in Note 1have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet as at April 1, 2016 (the Transition Date). In preparing opening Ind AS balance sheet, the company have adjsuted amounts reported in teh financial statements prepared in accordance with previous GAAP An explanation of how the transition from previous GAAP to Ind AS has affected the financial performance, cash flows and financial position is set out in the following tables and the notes that accompany the tables. On transition, the company did not revise estimates previously made under previous GAAP execept where required by Ind AS.

II. Optional exemptions from retrospective application:

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:

1 Property, plant and equipment (PPE) and intangible assets:

Ind AS 101 permits a first time adopters to fair value or to continue with the carrying value of all its property, plant and equipment and tangible assets that are recognised in the financial statements as at the date of transition to Ind AS, measured as per previous GAAP and use that as its deemed cost as at the date of transition.

Accordingly, the Company has elected to fair value only its building and use that fair value in its Opening Ind AS balance sheet (as at April 01, 2016) and measure all other plant and equipment and tangible assets at thier previous GAAP values.

2 Investment in subsidiaries :

The Company has elected to measure investments in subsidiaries as per the statement of financial position prepared in accordance with previous GAAP as a deemed cost at the date of transition as per exemption available under Ind AS 101.

Interest in the subsidiaries through fair valuation of financial guarantees at initial recognition on transition date had been accounted as investments in accordance with Ind AS 109. The Company has accounted such fair valuation of financial guarantees on transition date to the retained earnings.

3 Long-term foreign currency monetary items :

A first-time adopter may continue the policy adopted for accounting for exchange differences arising from translation of long-term foreign currency monetary items recognised in the financial statements for the period ending immediately before the beginning of the first Ind AS financial reporting period as per the previous GAAP The Company has chosen to continue this option provided under para D13AA of Ind AS 101.

III. Mandatory exemptions from retrospective application

1 Estimates :

The estimates as at April 1, 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from impairment of financial assets based on expected credit loss model where application of Indian GAAP did not require estimation. The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at April 1, 2016 (transition date) and March 31, 2017.

2 Derecognition of financial assets and liabilities :

Financial assets and liabilities de-recognised before transition date are not re-recognised under Ind AS.

3 Classification of financial assets:

As per the requirements of Ind AS 101 the Company has assessed classification of financial assets on the basis of the facts and circumstances that existed at the date of transition to Ind AS.

IV. The transition from Indian GAAP to Ind AS did not had material impact on the statement of cash flows.

V. Transition to Ind AS - Reconcilations

The following reconcialtions provide the explanations and quantifcation of the differences arising from the transition from previous GAAP to Ind AS in accordance with Ind AS 101:

F Notes to reconciliation

a Fair value of certain items of Property, plant and equipment

Company has elected to measure certain items of property, plant and equipment at fair value at the date of transition to Ind AS. Hence at the transition date, an increase of Rs. 18,92.86 lakhs was recognised in property, plant and equipment. This amount has been recognised against retained earnings. Accordingly, the Company has also charged the additional depreciation of Rs. 1,16.83 lakhs to the amount recorded under Indian GAAP for the year ended March 31, 2017.

b Financial guarantee given to subsidiary

Under previous GAAP financial guarantee given was disclosed as contingent liability and commitments. Under Ind AS, the Company has recognised fair value of financial guarantee provided to its subsidiary company. The fair value of such guarantee as at April 01, 2016 has been recognised as additional capital investment in its subsidiary company and is amortised over tenure of the guarantee. Subsequently, in the year ended March 31, 2017, increase in the fair value of financial guarantee on account of refinancing of borrowings was recognised as additional investment in its subsidiary. The impact of amortisation of such fair value of guarantee has been recognised in the statement of profit and loss as interest income for the year ended March 31, 2017.

c Trade receivable

Under previous GAAP the Company has created provision for impairment of receivables which consists only in respect of specific amount for probable losses. Under Ind AS, impairment allowance has been determined based on Expected Credit Loss (ECL) model. Due to ECL model, the Company impaired its trade receivable by Rs. 8,25.19 lakhs (net of related deferred tax) on April 1, 2016 which has been eliminated against other equity.

d Deferred tax assets

Under previous GAAP deferred tax were recognised for the tax effect of timing difference between accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Under Ind AS 12, deferred taxes are recognised using the balance sheet approach, which focuses on temporary difference between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under previous GAAP In addition, the various transitional adjustments lead to temporary differences and the Company has accounted for such differences. Deferred tax adjustment are recognized in correlation to the underlying transaction either in retained earnings or through other comprehensive income.

e Remeasure of actuarial gains/ (losses)

Under previous GAAP the Company recognised actuarial gains /losses on post-employment defined benefit plan i.e., gratuity under Statement of profit and loss. Under Ind AS, actuarial gains /losses on post-employment defined benefit plans are recognised in Other comprehensive income.

f Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in the Statement of Profit and Loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the Statement of Profit and Loss as âother comprehensive incomeâ includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP

Mar 31, 2016

1. Disclosure Under AS - 15 (Revised 2005)

Company has adopted the Accounting Standard (AS - 15) (Revised 2005) âEmployee Benefitsâ effective April 01, 2007.

I. Defined Contribution Plans

The Company has classified the various benefits provided to employees as under:

a. Provident Fund

b. Superannuation Fund

c. Employers'' Contribution to Employees'' Pension Scheme 1995

The provident fund is operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the Trustee of the Life Insurance Corporation. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.

The Company has recognized the following amounts in the statement of Profit and Loss.

II. Defined Benefit Plans

(a) Contribution to Gratuity Fund (Funded Scheme)

In accordance with the Accounting Standard (AS - 15) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan based on the following assumptions on projected unit credit method.

2 Contingent Liabilities:

i) As at March 31, 2016 the Company had contingent liabilities in respect of bank guarantees issued to customers and letter of credit, issued to vendors of Rs. 41,09.44 lacs (RY-?48,72.31 lacs). Further, Rs.40,22.43 lacs (F!YâRs. 54,52.75 lacs) are outstanding as of date. (Secured by the hypothecation of current assets, first mortgage charge on immovable properties, pledge of TDR, hypothecation of various vessels and tugs owned by DOSL, pledge of 30% of shares of DOSL, pledge of TDR of DOSL, pledge of Company''s shares held by Promoter group. Personal guarantee of whole time directors and Rear Admiral Kirpal Singh and Corporate guarantee by DOSL and DOPL).

The Company has given a Corporate guarantee to State Bank of India of Rs. 5,00.00 lacs (PY-Rs. 8,50.00 lacs) for financial facilities availed by Dolphin Offshore Shipping Limited.

ii) Claims against the Company on account of liquidated damages resulting from the extended completion date not acknowledged as debts Rs.12,29.46 lacs (PY-Rs.11,08.55 lacs)

iii) The Asst. Commissioner of Income Tax has passed the draft Assessment order for the A. Y 2012-13 with the addition of income of Rs.8.16 crores & Rs.1.10 crores on account of adjustments made by TPO for Interest & Corporate Guarantee respectively. We have filed a petition with DRR for the objections to the draft Assessment order.

iv) Income tax demand of Rs.14,93.56 lacs (PY -Rs.6,64.98 lacs), for various assessment year issued by the Income Tax Authorities has been disputed, against which the Company has deposited Rs. 5,15.18 lacs (PY-Rs.4,95.18 lacs ) under protest.

v) Sales tax demand of Rs.75,78.06 lacs (PY-Rs.18,70.99 lacs) raised against the Company has been disputed, against which the Company has deposited Rs.7,93.82 lacs (PY-Rs.4,95.18 lacs ) under protest.

Management is of the view that above matters are not likely to have any impact on the financial position of the Company..

3. Segment reporting

The Company is mainly engaged in offshore business and there are no separate reportable segments as per Accounting Standard (AS) 17.

4. Related Party Disclosures

Related party transactions cover transactions between the Company and the following persons in accordance with the Accounting Standard 18.

1) Related party relationships:

(As identified by the management)

a) Companies under common control, including subsidiaries:

i) Dolphin Offshore Projects Limited - under common control

ii) Global Dolphin Drilling Co Limited - 59.96 % subsidiary

iii) Dolphin Offshore Enterprises (Mauritius) Private Limited - 100.00 % subsidiary

iv) Dolphin Offshore Shipping Limited - 100.00 % subsidiary

v) IMPaC Oil & Gas Engineering (India) Private Limited - 40 % Joint Venture

b) Key Management Personnel

Rear Admiral Kirpal Singh Non-Executive Chairman (w.e.f 14/07/2015)

Mr. Satpal Singh Managing Director & CEO

Mr. Navpreet Singh Joint Managing Director & CFO

c) Relatives of Key Management Personnel with whom the Company has had transactions during the year.

Mrs. Manjit Kirpal Singh Spouse of Non-Executive Chairman

Mrs. Prabha Chandran Daughter of Non-Executive Chairman

Mrs. Nitu Singh Spouse of Managing Director & CEO

Ms. Rishma Singh Daughter of Managing Director & CEO

Mr. Rohan Singh Son of Managing Director & CEO

Mrs. Ritu Singh Spouse of Joint Managing Director & CFO

Mr. Tarun Singh Son of Joint Managing Director & CFO

Mr. Akhil Singh Son of Joint Managing Director & CFO

5. Operating Lease commitments

Disclosure in respect of Operating Lease

The Company has taken on lease office premises, workshop and EOT crane for the period ranging from 1 to 10 years.

a) The minimum amounts payable in future towards non-cancellable lease agreements for premises are as follows:

6. Particulars of Derivative Instruments as at March 31, 2016

a) The Company has not acquired any derivative instruments in the current financial year.

b) Foreign Currency Exposures that are not hedged by derivative instruments or otherwise are;

34 Interest in Joint Venture:

The Company has a joint venture interest in IMPaC Oil & Gas Engineering (India) Pvt Limited (a Company incorporated in India) and its proportionate share in the assets, liabilities, income and expenses of the jointly controlled entity, based on the audited accounts drawn up to 31st March 2016 is as under :

Percentage of ownership interest as at 31st March 2016 - 40%

7. Debtors and Creditors :

a) Considering the nature of projects being executed by the Company and its main customers, the consequential claims and counter claims towards liquidated damages, change order, etc. as per general practice prevalent in the industry, the balances outstanding as trade receivables (which also include interest charged as per contract terms), billable costs, advances to/balances payables towards contractors and vendors of the company are not confirmed and against some of them the Company has also initiated legal actions. However, the management is confident that such receivables/ payables are stated at their realizable/ payable value and adequate provisions are made in the accounts wherever required.

b) During the year 2009-2010, the Company has taken extra time to complete an EPC contract beyond the scheduled contract completion date as the Company had to execute significant additional work and also on account of delays not attributable to the Company. The potential liability for liquidated damages resulting from the extended completion date amounts to Rs.12,29.46 lacs (PY-Rs.11,08.55 lacs). As the Company believes that the liquidated damages will be waived for the reasons stated above, no provision for the same has been made in the books till date.

c) During the year 2010-2011, the Company has incurred additional expenditure on executing additional work in terms of an EPC contract. The Company has quantified and submitted some of its claims for extra work done. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs.18,98.24 lacs (PY-Rs.18,98.24 lacs) has been recognized as revenue. The balance of the additional claims will be recognized as revenue as and when they are accepted by the customer.

d) The Company has incurred additional expenditure on executing additional work in terms of another EPC contract. Here also, the Company has quantified the value of extra work done at Rs.1,02,00.76 lacs (PY-Rs.1,02,00.76 lacs) and has commenced discussions with the customer for finalizing it. Out of this, invoices for Rs.23,24.07 lacs (PY-Rs.23,24.07 lacs) have been raised on the customer and the balance amount of Rs.78,76.69 lacs (PY-Rs.78,76.69 lacs) accrued on this account is included under other current assets. The recognition of such revenue is subject to acceptance by the customer.

e) Current Assets include Rs.29,76.60 lacs, due from parties which are either wound up or declared Sick and the claims are being lodged with Official liquidator/ Monitoring Agency. However, the management is confident that provisions amounting to Rs.12,64.85 lacs made against such receivables is adequate

8. Prior year comparatives:

The prior year figures have been reclassified/re-grouped wherever necessary for comparative purpose.

Mar 31, 2015

1 Corporate Information

Dolphin Offshore was incorporated as a Private Limited Company on May 17, 1979 with the objective of providing services to the Offshore Oil and Gas Industry. The Company initially commenced operations by providing diving services to the Oil and Gas Natural Commission (now reconstituted as the Oil and Natural Gas Company Ltd). Over the years, the Company has expanded its capabilities and now provides a range of services as explained below

In 1994, Dolphin Offshore went public and is currently listed on the Bombay Stock Exchange and the National Stock Exchange.

Dolphin Offshore has two wholly owned subsidiaries, Dolphin Offshore Shipping Ltd (hereinafter referred to as DOSL) and Dolphin Offshore Enterprises (Mauritius) Pvt Ltd (hereinafter referred to as DOEMPL). In addition, Dolphin Offshore has entered in a joint venture with IMPaC Offshore Engineering GMBH for providing design and engineering services. DOSL is only involved in the business of owning, operating and managing vessels and in handling marine logistics. DOEMPL, apart from owning vessels, will also provide to the international market the whole range of services that Dolphin Offshore provides.

The current range of services that Dolphin Offshore and subsidiaries provide are :

a. Underwater diving and engineering

b. Design and engineering

c. Vessel operations and management

d. Marine logistics

e. Ship repair and rig repair services

f. Fabrication

g. E&I services

h. Offshore hook-up and commissioning

i. Undertaking turnkey EPC contracts.

2 Change in Accounting Estimate related to depreciation and its impact on financials

To comply with the requirements of the Schedule II of the "Act" the Management has re-estimated useful lives and residual values of all its tangible fixed assets

In respect of assets where the remaining useful life is 'NIL', Rs. 34.98 lacs (net of tax benefits of Rs. 16.81 lacs) being their carrying amount after retaining the residual value as on 1st April, 2014 has been adjusted against the opening balance of retained earnings as on that date. For other assets, additional depreciation charge of Rs. 1,60.17 lacs is adjusted during the current year in the statement of Profit and loss

The impact of additional depreciation charge is likely to hold good for future years also.

3 Disclosure Under AS Â 15 (Revised 2005)

Company has adopted the Accounting Standard (AS Â 15) (Revised 2005) "Employee Benefits" effective April 01, 2007.

I. Defend Contribution Plans

The Company has classified the various benefits provided to employees as under:

a. Provident Fund

b. Superannuation Fund

c. Employers' Contribution to Employees' State Insurance

d. Employers' Contribution to Employees' Pension Scheme 1995

The provident fund and the state defined contribution plan are operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the Trustee of the Life Insurance Corporation. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.

II. Defined Benefit Plans

(a) Contribution to Gratuity Fund (Funded Scheme)

In accordance with the Accounting Standard (AS - 15) (Revised 2005), actuarial valuation was performed by independent actuaries in respect of the aforesaid defined benefit plan based on the following assumptions:

4 Contingent Liabilities:

i) As at March 31, 2015 the Company had contingent liabilities in respect of bank guarantees issued to customers and letter of credit, issued to vendors of Rs. 48,72.31 lacs (2014 - Rs. 58,10.52 lacs). Further, Rs. 54,52.75 lacs (2014 - Rs. 57,57.24 lacs) are outstanding as of date. These bank guarantees are secured by hypothecation to and in favour of the bank of the Company's entire book debts [present and future], outstanding moneys, engagements, securities, investments and rights and further secured by personal guarantee of Whole-time Directors.

ii) Claims against the Company on account of liquidated damages resulting from the extended completion date not acknowledged as debts Rs.11,08.55 lacs (2014 -Rs. 13,47.18 lacs)

iii) The Dy. Commissioner of Income Tax has passed the draft Assessment order for the A. Y 2011-12 with the addition of income of Rs. 11.61 crores & Rs. 7.96 Crores on account of adjustments made by TPO for Interest & Corporate Guarantee . We are in process of filing an appeal with CIT (A).

iv) Income tax demand of Rs. 6,64.98 lacs (2014 - Rs. 6,64.98 lacs), for various assessment year issued by the Income Tax Authorities has been disputed, against which the Company has deposited Rs. 4,95.18 lacs (2014 - Rs. 4,95.18 lacs ) under protest.

Profession tax demand of Rs. 5.24 lacs (2014 - Rs. 5.24 lacs) raised against the Company has been disputed, against which the Company has deposited Rs. 1.35 lacs (2014 - Rs. 1.35 lacs) under protest.

Sales tax demand of Rs. 18,70.99 lacs (2014 - Rs. 18,70.99 lacs) raised against the Company has been disputed.

Management is of the view that above matters are not likely to have any impact on the financial position of the Company.

5 Segment reporting

The Company is mainly engaged in offshore business and there are no separate reportable segments as per Accounting Standard (AS) 17.

6 Related Party Disclosures

Related party transactions cover transactions between the Company and the following persons in accordance with the Accounting Standard 18 notified pursuant to Companies (Accounting standards) Rules, 2006.

1) Related party relationships:

(As identified by the management)

a) Companies under common control, including subsidiaries:

i) Dolphin Offshore Projects Limited - under common control

iii) Global Dolphin Drilling Co Limited - 59.96 % subsidiary

iv) Dolphin Offshore Enterprises (Mauritius) Private Limited - 100.00 % subsidiary

v) Dolphin Offshore Shipping Limited - 100.00 % subsidiary

vi) IMPaC Oil & Gas Engineering (India) Pvt. Limited - 40 % Joint Venture

b) Key Management Personnel

Rear Admiral Kirpal Singh Executive Chairman

Mr. Satpal Singh Managing Director & CEO

Mr. Navpreet Singh Joint Managing Director & CFO

c) Relatives of Key Management Personnel with whom the Company has had transactions during the year.

Mrs. Manjit Kirpal Singh Spouse of Executive Chairman

Mr. Rohan Singh Son of Managing Director & CEO

Mrs. Ritu Singh Spouse of Joint Managing Director & CFO

Mr. Tarun Singh Son of Joint Managing Director & CFO

Mr. Akhil Singh Son of Joint Managing Director & CFO

7 Operating Lease commitments

Disclosure in respect of Operating Lease

The Company has taken on lease various office premises and workshop for the period ranging from 1 to 10 years.

a) The minimum amounts payable in future towards non-cancellable lease agreements for premises are as follows:

b) Lease payments recognised in the statement of Profit & Loss for the period is Rs. 1,38.80 Lacs (2014 - Rs. 1,78.05 lacs)

33 Particulars of Derivative Instruments as at March 31, 2015

a) No derivative instruments are acquired for trading or speculation purposes.

b) Foreign Currency Exposures that are not hedged by derivative instruments or otherwise are

8 Interest in Joint Venture:

The Company has a joint venture interest in IMPaC Oil & Gas Engineering (India) Pvt Limited (a Company incorporated in India) and its proportionate share in the assets, liabilities, income and expenses of the jointly controlled entity, based on the audited accounts drawn up to 31st March 2015 is as under :

Percentage of ownership interest as at 31st March 2015 Â 40%

9 Micro, Small and Medium Enterprises (MSMEs) ;

To the extent information is available with the Company; there are no dues payable to any parties identified as Micro and Small Enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006.

10 Debtors and Creditors :

a) Considering the nature of projects being executed by the Company and its main customers, the consequential claims and counter claims towards liquidated damages, change order, etc. as per general practice prevalent in the industry, the balances outstanding as trade receivables (which also include interest charged as per contract terms), billable costs, advances to/balances payables towards contractors and vendors of the company are not confirmed and against some of them the Company has also initiated legal actions. However, the management is confident that such receivables/ payables are stated at their realisable/ payable value and adequate provisions are made in the accounts wherever required.

b) During the year 2009-2010, the Company has taken extra time to complete an EPC contract beyond the scheduled contract completion date as the Company had to execute significant additional work and also on account of delays not attributable to the Company. The potential liability for liquidated damages resulting from the extended completion date amounts to Rs. 11,08.55 lacs (2014 -Rs. 13,47.18 lacs). As the Company believes that the liquidated damages will be waived for the reasons stated above, no provision for the same has been made in the books till date.

c) During the year 2010-2011, the Company has incurred additional expenditure on executing additional work in terms of an EPC contract. The Company has quantified and submitted some of its claims for extra work done and the matter has been referred to the Outside Expert Committee (OEC) for resolution. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs. 18,98.24 lacs (2014 - Rs. 18,98.24 lacs) has been recognised as revenue. The balance of the additional claims will be recognised as revenue as and when they are accepted by the customer.

d) In respect of another EPC contract, the Company has lodged claims aggregating Rs. 48,01.19 lacs (2014 -Rs. 48,01.19 lacs) of which Rs. 32,01.60 lacs (2014 - Rs.32,01.60 lacs) has been recognized in the books of account. The OEC appointed for resolving these claims has recommended the settlement of the above for Rs. 11,17.06 lacs. The Company has rejected such recommendation of the OEC and it is in the process of referring this matter to arbitration. As a prudent measure, Rs. 20,84.54 lacs being the excess amount over and above the amount recommended by OEC has been written off during the year.

e) The Company has incurred additional expenditure on executing additional work in terms of another EPC contract. Here also, the Company has quantified the value of extra work done at Rs. 1,02,00.76 lacs (2014 - Rs. 91,64.28 lacs) and has commenced discussions with the customer for finalising it. Out of this, invoices for Rs. 23,24.07 lacs (2014 - Rs. 21,85.83 lacs) have been raised on the customer and the balance amount of Rs. 78,76.69 lacs (2014 - Rs. 69,78.45 lacs) accrued on this account is included under other current assets. The recognition of such revenue is subject to acceptance by the customer.

11 Prior year comparatives:

The prior year figures have been reclassified wherever necessary for comparative purpose.

Mar 31, 2013

1 Corporate Information

Dolphin Offshore was incorporated in May as a Private Limited Company on May 17, 1979 with the objective of providing services to the Offshore Oil and Gas Industry. The Company initially commenced operations by providing diving services to the Oil and Natural Gas Commission (now reconstituted as the Oil and Natural Gas Corporation Ltd). Over the years, the Company has expanded its capabilities and now provides a range of services as explained below.

In 1994, Dolphin Offshore went public and is currently listed on the Bombay Stock Exchange and the National Stock Exchange.

Dolphin Offshore has two wholly owned subsidiaries, Dolphin Offshore Shipping Ltd (hereinafter referred to as DOSL) and Dolphin Offshore Enterprises (Mauritius) Pvt Ltd (hereinafter referred to as DOEMPL). In addition, Dolphin Offshore has entered in a joint venture with IMPaC Offshore Engineering GMBH for providing design and engineering services. DOSL is only involved in the business of owning, operating and managing vessels and in handling marine logistics. DOEMPL, apart from owning vessels, will also provide to the international market the whole range of services that Dolphin Offshore provides.

The current range of services that Dolphin Offshore and subsidiaries provide are :

a. Underwater diving and engineering

b. Design and engineering

c. Vessel operations and management

d. Marine logistics

e. Ship repair and rig repair services

f. Fabrication

g. E&l services

h. Offshore hook-up and commissioning

i. Undertaking turnkey EPC contracts.

2 Disclosure Under AS - 15 (Revised 2005)

Company has adopted the Accounting Standard (AS - 15) (Revised 2005) "Employee BenefitsÂ effective April 01, 2007.

I. Defined Contribution Plans

The Company has classified the various benefits provided to employees as under:

a. Provident Fund

b. Superannuation Fund

c. Employers'' Contribution to Employees'' State Insurance

The provident fund and the state defined contribution plan are operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the Trustee of the Life Insurance Corporation. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.

3 Contingent Liabilities:

i) As at March 31,2013, the Company had contingent liabilities in respect of bank guarantees, issued to their customers of Rs. 86,04.53 lacs (2012 - Rs. 64,32.61 lacs) of which Rs. 84,13.79 lacs (2012-Rs 64,32.61 lacs) are outstanding as of date. These bank guarantees are secured by hypothecation to and in favour ofthe bank ofthe Company''s entire book debts [present and future], outstanding moneys, engagements, securities, investments and rights and further secured by personal guarantee ofWhole-time Directors.

ii) Capital commitment and guarantees on behalf of subsidiary -

The Company has given a corporate guarantee to the lenders of Dolphin Offshore Enterprises (Mauritius) Private Limited for US$ 25.90 million (2012- US$ 25.90 million).

iii) As at March 31, 2013, the Company has commitment to pay Rs. 50,74.43 lacs (2012 - Rs. 13,07.36 lacs) towards balance amount on account of Open Purchase/Service orders.

iv) The CIT (A) had passed the order in favour of the Company with respect to the Block Period Assessment against which the Department had filled an Appeal with the ITAT, Mumbai. Due to Non - Attendance, the ITAT passed an Exparte Order against the Company on the basis of which, Company received a demand of Rs. 97.02 Lacs. The same has been paid in full & the Company is in the process of filing a restoration petition for restoring the Appeal.

Further to the demand for the Block period, the Company has received penalty order u/s. 158 BFA (2) demanding an amount of Rs. 1,97.17 Lacs. Similarly the Company has paid 50% of the penalty amounting to Rs. 98.59 Lacs in 4 Installments. The Company has already filled an Appeal with the CIA (A) against this penalty order.

During the year, Company has received a Notice of Demand of Rs. 92.53 Lacs for A.Y. 2006-07 on the basis of the order passed by CIA (A) due to disallowance of FCCB Issue Expense. 50% of the demand for A.Y2006-07 amounting to Rs. 46.27 Lacs was paid in 3 equal installments. The Company has already filed an Appeal with the ITAT Mumbai againstA.Y. 2006-07.

During the year, Company has preferred an Appeal with ITAT, Mumbai against the Order of CIA (A) for disallowing Dry Docking Charges for A.Y 2005-06 amounting to Rs. 24.94 Lacs.

The Company on April 18, 2013 has received notice of demand from Deputy Commissioner of Sales Tax for Rs. 1,13.08 lacs and interest thereon Rs. 1,28.62 lacs. The Company is in the process of preferring an appeal against the same.

4 Segment reporting

The Company is mainly engaged in offshore business and there are no separate reportable segments as per Accounting Standard (AS) 17.

5 Related Party Disclosures

Related party transactions cover transactions between the Company and the following persons in accordance with the Accounting Standard 18 notified pursuantto Companies (Accounting Standards) Rules, 2006.

1) Related party relationships

(As identified by the management)

a) Companies under common control, including subsidiaries

i) Dolphin Offshore Projects Limited - under common control

ii) Kanika Shipping Limited - under common control

iii) GlobalDolphinDrillingCoLimited - 59.96% subsidiary

iv) DolphinOffshoreEnterprises(Mauritius)PrivateLimited - 100.00%subsidiary

v) DolphinOffshoreShipping Limited - 100.00%subsidiary

vi) IMPaCOil&GasEngineering(lndia)Pvt. Limited - 40%JointVenture

b) Key Management Personnel

Rear Admiral Kirpal Singh Executive Chairman

Mr. Satpal Singh Managing Director

Mr. Navpreet Singh Joint Managing Director

Vice Admiral H.S. Malhi Whole Time Director (Executive Director Special Project)

(From 14.05.12 to 30.11.12)

c) Relatives of Key Management Personnel with whom the Company has had transactions during the year

Mrs. Manjit Kirpal Singh Spouse of Executive Chairman (Retired on 27.07.12)

Mrs. Prabha Chandran Daughter of Executive Chairman

Mrs. Nitu Singh Spouse of Managing Director

Ms. Rishma Singh Daughter of Managing Director

Mr. Rohan Singh Son of Managing Director

Mrs. Ritu Singh Spouse of Joint Managing Director

Mr. Tarun Singh Son of Joint Managing Director

Mr. Akhil Singh Son of Joint Managing Director

6 Operating Lease commitments -

a) The minimum amounts payable in future towards non-cancellable lease agreements for premises are as follows:

b) Lease payments recognised in the statement of Profit & Loss for the period is Rs. 2,44.73 Lacs (2012 - Rs. 2,04.64 lacs).

7 Particulars of Derivative Instruments as at March 31, 2013

a) No derivative instruments are acquired for trading or speculation purposes.

b) Foreign Currency Exposures that are not hedged by derivative instruments or otherwise are:

8 Interest in Joint Venture

The Company has a joint venture interest in IMPaC Oil & Gas Engineering (India) Pvt Limited (a Company incorporated in India) and its proportionate share in the assets, liabilities, income and expenses ofthe jointly controlled entity, based on the audited accounts drawn up to March 31, 2013 is as under:

9 Micro, Small and Medium Enterprises (MSMEs)

To the extent information is available with the Company, there are no dues payable to any parties identified as Micro, Small

and Medium Enterprises as perThe Micro, Small and Medium Enterprises Development Act, 2006.

10 Debtors and Creditors

a) Considering the nature of projects being executed by the Company and its main client, the consequential claims and counter claims towards liquidated damages, change order, etc., as per general practice prevalent in the industry, the balances outstanding as trade receivables and balances payables towards contractors and vendors of the company are not confirmed. However, the management is confident that such receivables/ payables are stated at their realisable/ payable value and adequate provisions are made in the accounts, wherever required.

b) Sundry debtors includes amount outstanding from a customer amounting to Rs. 25,25.82 lacs (2012 Rs. 25,25.82 lacs). This relates to a subcontract job done during 2006-07 and amount outstanding relates to change order which is still under process of resolution by the ultimate client. Management believes that this amount will be received and hence no provision has been made in the books till date.

c) During the year 2009-2010, the Company has taken extra time to complete two of its EPC contracts beyond the scheduled contract completion date as the Company had to execute significant additional work and also on account of delays not attributable to the Company. The potential liability for liquidated damages resulting from the extended completion date as on March 31, 2013 amounts to Rs. 18,40.10 lacs (2012- Rs. 30,39.76 lacs). As the Company believes that the liquidated damages will be waived for the reasons stated above, no provision for the same has been made in the books till date.

d) During the year 2010-2011, the Company has incurred additional expenditure on executing additional work under its EPC contracts. The Company has quantified and submitted some of its claims for extra work done and has commenced discussions with the clients for finalising the same. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs. 33,84.45 lacs (2012 - Rs. 33,84.45 lacs) have been recognised as revenue. The balance of the additional claims will be recognised as revenue as and when the same are accepted by the clients.

11 Prior year comparatives

Prior year figures have been reclassified wherever necessary for comparative purpose.

Mar 31, 2012

1 Corporate Information

Dolphin Offshore was incorporated as a Private Limited Company on May 17, 1979 with the objective of providing services to the Offshore Oil and Gas industry. The Company initially commenced operations by providing diving services to the Oil and Gas Natural Commission (now reconstituted as the Oil and Natural Gas Company Ltd). Over the years, the Company has expanded its capabilities and now provides a range of services as explained below.

In 1994, Dolphin Offshore went public and is currently listed on the Bombay Stock Exchange and the National Stock Exchange.

Dolphin Offshore has two wholly owned subsidiaries, Dolphin Offshore Shipping Ltd (hereinafter referred to as DOSL) and Dolphin Offshore Enterprises (Mauritius) Pvt Ltd (hereinafter referred to as DOEMPL). In addition, Dolphin Offshore has entered in a joint venture with IMPaC Offshore Engineering GMBH for providing design and engineering services. DOSL is only involved in the business of owning, operating and managing vessels and in handling marine logistics. DOEMPL, apart from owning vessels, will also provide to the international market the whole range of services that Dolphin Offshore provides.

The current range of services that Dolphin Offshore and subsidiaries provide are :

a. Underwater diving and engineering

b. Design and engineering

c. Vessel operations and management

d. Marine logistics

e. Ship repair and rig repair services

f. Fabrication

g. E&I services

h. Offshore hook-up and commissioning

i. Undertaking turnkey EPC contracts.

a) Terms/rights attached to equity shares

The Company has only one type of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

During the year 31st Mar 2012, the amount of per share dividend recognized as distribution to equity shareholder was Rs. 1.50

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

2 Disclosure Under AS - 15 (Revised 2005)

Company has adopted the Accounting Standard (AS - 15) (Revised 2005) "Employee Benefits" effective April 01, 2007. I. Defined Contribution Plans

The Company has classified the various benefits provided to employees as under:

a. Provident Fund

b. Superannuation Fund

c. Employer's Contribution to Employees' State Insurance

d. Employer's Contribution to Employees' Pension Scheme 1995

The provident fund and the state defined contribution plan are operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the Trustee of the Life Insurance Corporation of India. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.

3 Contingent Liabilities:

i) As at March 31, 2012 the Company had contingent liabilities in respect of bank guarantees, issued to their customers of Rs. 64,32.61 lacs (2011 - Rs. 50,53.78 lacs) of which Rs. 64,32.61 lacs (2011 - Rs. 50,53.78 lacs) are outstanding as of date. These bank guarantees are secured by hypothecation to and in favour of the bank of the Company's entire book debts [present and future], outstanding moneys, engagements, securities, investments and rights and further secured by personal guarantee of Whole-time Directors.

ii) Capital commitment and guarantees on behalf of subsidiary -

The Company has given a corporate guarantee to the lenders of Dolphin Offshore Enterprises (Mauritius) Private Limited for US$ 25.90 million (2011 - US$ 25.90 million).

iii) As at March 31, 2012, the Company has commitment to pay Rs. 13,07.36 lacs (2011 - Rs. 24,82.26 lacs) towards balance amount on account of Open Purchase/Service orders

iv) The Company has appealed the award of the CIT(Appeals) on the block assessment of the Company under Sec. 158BC of Income Tax Act 1961 raising a demand of Rs. 52.97 lacs (2011 - Rs. 52.97 lacs).

During the previous year the Company has preferred an appeal with ITAT, Mumbai against the order of CIT (A) disallowing dry-docking charges for A.Y. 2005-06 amounting to Rs. 24.94 Lacs.

The Company has filed an appeal with the CIT (A) against the order of the Assesing Officer disallowing of FCCB issue expenses for A.Y. 2006-07 amounting to Rs. 2,35.78 lacs for which a demand of Rs. 1,04.88 lacs has been raised.

4 Segment reporting

The Company is mainly engaged in offshore business and there are no separate reportable segments as per Accounting Standard (AS) 17.

Notes

a) Remuneration includes basic salary, allowance, perks and commission.

b) There are no provisions for doubtful debts or amounts written off in respect of debts due to or from related parties.

* Contract revenue includes revenues raised in foreign exchange and paid in Indian rupees which are otherwise considered as having paid for in free foreign exchange by RBI referred to in Para 9.53 (iv) of Foreign Trade Policy 2004-2009.

5 Particulars of Derivative Instruments as at March 31, 2012

a) No derivative instruments are acquired for trading or speculation purposes.

b) Foreign Currency Exposures that are not hedged by derivative instruments or otherwise are:

6 Interest in Joint Venture:

The Company has a joint venture interest in IMPaC Oil & Gas Engineering (India) Pvt Limited (a Company incorporated in India) and its proportionate share in the assets, liabilities, income and expenses of the jointly controlled entity, based on the audited accounts drawn up to 31st March 2012 is as under :

Percentage of ownership interest as at 31st March 2012 - 40%

7 Micro, Small and Medium Enterprises (MSMEs) ;

To the extent information is available with the Company; there are no dues payable to any parties identified as Micro and Small Enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006.

8 Debtors and Creditors :

a) Balances in respect of creditors and debtors are subject to confirmation/reconciliation, wherever required.

b) Sundry debtors includes amount outstanding from a customer amounting to Rs. 25,25.82 lacs. This relates to a subcontract job done during 2006-07 and amount outstanding relates to change order which is still under process of resolution by the ultimate client. Management believes that this amount will be received and hence no provision has been made in the books till date.

c) The Company has taken extra time to complete two of its EPC contracts beyond the scheduled contract completion date as the Company had to execute significant additional work and also on account of delays not attributable to the Company. The potential liability for liquidated damages resulting from the extended completion date as on March 31, 2012 amounts to Rs. 30,39.76 lacs (2011- Rs. 28,30.45 lacs). As the Company believes that the liquidated damages will be waived for the reasons stated above, no provision for the same has been made in the books till date.

d) During the previous year, the Company has incurred additional expenditure on executing additional work under its EPC contracts. The Company has quantified and submitted some of its claims for extra work done and has commenced discussions with the clients for finalising the same. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs. 33,84.45 lacs (2011 - Rs. 33,59.47 lacs) have been recognised as revenue. The balance of the additional claims will be recognised as revenues as and when the same are accepted by the clients.

9 Prior year comparatives:

As notified by Ministry of Corporate Affairs, Revised Schedule VI under the Companies Act, 1956 is applicable to the Financial Statements for the financial year commencing on or after 1st April, 2011. Accordingly, the financial statements for the year ended March 31, 2012 are prepared in accordance with the Revised Schedule VI. The amounts and disclosures included in the financial statements of the previous year have been reclassified to conform to the requirements of Revised Schedule VI.

Mar 31, 2011

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet Date.

A. Disclosure Under AS - 15 (Revised 2005)

Company has adopted the Accounting Standard (AS - 15) (Revised 2005) "Employee Benefits" effective April 01, 2007.

I. Defined Contribution Plans

The Company has classified the various benefits provided to employees as under:

a. Provident Fund

b. Superannuation Fund

c. Employers' Contribution to Employees' State Insurance

d. Employers' Contribution to Employees' Pension Scheme 1995

The provident fund and the state defined contribution plan are operated by the Regional Provident Fund Commissioner and the Superannuation Fund is administered by the Trustee of the Life Insurance Corporation of India. Under the schemes, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income Tax authorities.

C. Contingent Liabilities:

i) As at March 31, 2011 the Company had contingent liabilities in respect of bank guarantees, issued to their customers of Rs. 50,53.78 lacs (2010 - Rs. 59,79.13 lacs) of which Rs. 50,53.78 lacs (2010 - Rs 59,11.78 lacs) are outstanding as of date. These bank guarantees are secured by hypothecation to and in favour of the bank of the Company's entire book debts [present and future], outstanding moneys, engagements, securities, investments and rights and further secured by personal guarantee of Whole-Time Directors.

ii) Capital commitment and guarantees on behalf of subsidiary -

The Company's wholly owned subsidiary, Dolphin Offshore Enterprises (Mauritius) Private Limited is currently investing in a ship building programme worth US$ 45.90 million. This Capital expenditure is being met through unsecured interest free loan of US$ 20 million given by the Company and US$ 25.90 million from term loans.

In addition, the Company has given a corporate guarantee to the lenders of Dolphin Offshore Enterprises (Mauritius) Private Limited for US$ 25.90 million (2010 - US$ 20.00 million). Out of the additional guarantee of US $ 5.90 million given during the year, Dolphin Offshore Enterprises (Mauritius) Private Limited has utilized Guarantee of US$ 1.61 million.

As at March 31, 2011, the Company had already given unsecured loan of Rs. 78,90.08 lacs, equivalent to US$ 17.69 million (2010 - Rs. 72,85.26 lacs- equivalent to US$ 16.11 million) and the balance will be paid during the future financial years.

iii) The Company has appealed the award of the CIT(Appeals) on the block assessment of the Company under Sec. 158BC of Income Tax Act, 1961 raising a demand of Rs. 52.97 lacs (2010 - Rs. 52.97 lacs).

The appeal filed against the disallowance of shipping reserve for A.Y. 1998-99 to A.Y. 2004-05 has been decided in favour of company by ITAT, Mumbai. The order giving effect to the said appellate order is awaited.

During the year the company has preferred an appeal with ITAT, Mumbai against the order of CIT (A) disallowing dry- docking charges for A.Y. 2005-06 amounting to Rs. 24.94 Lacs.

The company has filed an appeal with the CIT (A) against the penalty levied under section 271(1)(c) for A.Y. 1998-99 to A.Y. 2004-05.

D. Borrowing cost:

As stated in Schedule 18A (a), financing costs incurred up to the date the asset is ready to be used is included in the cost of the asset, if they are significant.

E. Segment reporting:

The Company is mainly engaged in offshore business and there are no separate reportable segments as per Accounting Standard (AS-17).

F. Related Party Disclosures:

Related party transactions cover transactions between the Company and the following persons in accordance with the Accounting Standard (AS-18) notified pursuant to Companies (Accounting Standards) Rules, 2006.

1) Related party relationships:

(As identified by the management)

a) Companies under common control, including subsidiaries:

i) Dolphin Offshore Projects Limited - under common control

ii) Kanika Shipping Limited - under common control

iii) Global Dolphin Drilling Co. Limited - 59.96% subsidiary

iv) Dolphin Offshore Enterprises (Mauritius) Private Limited - 100.00% subsidiary

v) Dolphin International Risk Services Limited - 99.99% subsidiary

vi) Dolphin Offshore Shipping Limited - 100.00% subsidiary

vii) IMPaC Oil & Gas Engineering (India) Pvt. Limited - 40% Joint Venture

b) Key Management Personnel

i) Rear Admiral Kirpal Singh - Executive Chairman

ii) Mr. Satpal Singh - Managing Director

iii) Mr. Navpreet Singh - Joint Managing Director

c) Relatives of Key Management Personnel with whom the Company has had transactions during the year.

i) Mrs. Manjit Kirpal Singh

ii) Mrs. Prabha Chandran

iii) Mrs. Nitu Singh

iv) Ms. Rishma Singh

v) Master Rohan Singh

vi) Mrs. Ritu Singh

vii) Master Tarun Singh

viii) Master Akhil Singh

G. Hire Purchase Agreements:

The Company has purchased assets under hire purchase arrangements which are repayable within three years from the dates of agreement. During the year, the Company has paid instalments of Rs.10.77 lacs (2010 Ã Rs. 42.66 lacs). The Company has a future liability of Rs. Nil (2010 Ã Rs 10.77 lacs) towards the said agreements, of which Rs. Nil (2010 - Rs. 10.77 lacs) is payable within one year.

H. Operating Lease commitments:

b. Lease payments recognised in the statement of Profit & Loss for the period is Rs. 2,19.15 Lacs.

M. Issue of shares:

During the year, the Company received notice from FCCB holders for conversion of 3,602 bonds of US$ 1000 each. Consequently, 10.15 Lacs equity shares of Rs.10/- each have been issued resulting in increase in equity share capital by Rs. 101.50 Lacs and share premium by Rs. 15,32.72 Lacs.

O. Micro, Small and Medium Enterprises (MSMEs):

To the extent information is available with the Company; there are no dues payable to any parties identified as Micro and Small Enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006.

P. Debtors and Creditors:

a. Balances in respect of creditors and debtors are subject to confirmation/reconciliation, wherever required.

b. Sundry debtors includes amount outstanding from a customer amounting to Rs. 47.90 crores. This relates to a subcontract job done during 2006-07 and amount outstanding relates to change order which is still under process of resolution by the ultimate client. Management believes that this amount will be received and hence no provision has been made in the books till date.

c. During the course of execution of its EPC contracts, the Company has undertaken additional work which the Company can invoice only after the contracts have been completed and change orders agreed to by the clients. Due to this reason and other delays not attributable to the Company, the Company expects the liquidated damages of Rs. 28.30 Crores currently levied will be waived by its clients. Accordingly, liquidated damages of Rs. 28.30 Crores have not been provided.

d. During the year, the Company has incurred additional expenditure on executing additional work under its EPC contracts. The Company has quantified and submitted some of its claims for extra work done and has commenced discussions with the clients for finalising the same. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs. 33.59 crores have been recognised as revenue. The balance of the additional claims will be recognised as revenues as and when the same are quantified and submitted to the clients.

Q. Prior year comparatives:

The prior year figures have been reclassified wherever necessary for comparative purposes.

Mar 31, 2010

A. Contingent Liabilities:

i) On December 22, 2005, the Company has issued 0.5% Foreign Currency Convertible Bonds which - are due for redemption on December 23, 2010 unless the bond holders exercise their option to convert these bonds into equity shares. As at 31.03.2010, there is an unrealised gain in foreign exchange of Rs.1.44 lacs (2009 - Loss of Rs. 6,97.20 lacs) on value of bonds, while the yield till 31s1 March 2010 is Rs.4,61.08 lacs (2009 - Rs.12,88,05 lacs).

ii) As at March 31, 2010 the Company had contingent liabilities in respect of bank guarantees, issued to their customers of Rs.59,79.13 lacs (2009 - Rs.58,77.57 lacs) of which Rs. 59,11.78 lacs (2009 - Rs. 57,14.03 lacs) are outstanding as of date. These bank guarantees are secured by hypothecation to and in favour of the bank of the Companys entire book debts [present and future], outstanding moneys, engagements, securities, investments and rights and further secured by personal guarantee of Whole-time Directors.

iii) Capital commitment and guarantees on behalf of subsidiary -

The Companys wholly owned subsidiary, Dolphin Offshore Enterprises (Mauritius) Private Limited is currently investing in a ship building programme worth US$ 40 million. This Capital expenditure is being met through unsecured interest free loan of US$ 20 million given by the Company and US$ 20 million from term loans. In addition, the Company has given a corporate guarantee to the lenders of Dolphin Offshore Enterprises (Mauritius) Private Limited for US$ 20 million (2009 - US$ 20 million)

As at March 31, 2010, the Company had already given unsecured loan of US$ 16.11 million (2009- US$ 12.54 million) and the balance will be paid during the future financial years.

iv) The Company has appealed the award of the Income Tax Appellate Tribunal (ITAT) on the block assessment of the Company under Sec.158BC of Income Tax Act 1961 raising a demand of Rs 52.97 lacs (2009 - Rs 52.97 lacs).The appeal filed against the disallowance of shipping reserve for A.Y. 1998-99 to A.Y. 2004-05 has been decided in favour of company.The final notice giving effect to this order is awaited.

During the year the company has referred to the tribunal against the order ofCIT (A) disallowing dry-docking charges for A.Y. 2005-06 amounting to Rs. 24.94 Lacs.

The company has filed an appeal with the CIT(A) against the penalty levied under section 271(1)(c) for A.Y. 1998-99 to A.Y. 2004-05, which was decided in our favour except for the deduction claimed u/s 35D for which the matter has been referred to ITAT. Any laibility arising in respect of the above matter will be booked on completion of the proceedings.

b. Segment reporting:

The Company is mainly engaged in Offshore business and there are no separate reportable segments as per Accounting Standard (AS-17).

c. Related Party Disclosures:

Related party transactions cover transactions between the Company and the following persons in accordance with the Accounting Standard 18 notified pursuant to Companies (Accounting standards) Rules, 2006.

d. Hire Purchase Agreements:

The Company has purchased assets under hire purchase arrangements which are repayable within three years from the dates of agreement. During the year, the Company has paid instalments of Rs. 42.66 lacs (2009 - Rs.47.42 lacs). The Company has a future liability of Rs. 10.90 lacs (2009 - Rs 57.70 lacs) towards the said agreements, of which Rs 10.90 lacs (2009 - Rs. 46.80 lacs) is payable within one year.

e. Micro, Small and Medium Enterprises (MSMEs)

To the extent information is available with the Company, there are no dues payable to any parties identified as Micro, Small or Medium Enterprises as per The Micro, Small and Medium Enterprises Development Act, 2006.

f. Debtors and Creditors

a. Balances in respect of creditors and debtors are subject to confirmation/reconciliation, wherever required.

b. Sundry debtors includes amount outstanding from a customer amounting to Rs. 47.90 crores. This relates to a subcontract job done during 2006-07 and amount outstanding relates to change orders which is still under process of resolution by the ultimate client. Management believes that this amount will be received and hence no provision has been made in the books till date.

c. During the course of execution of its EPC contracts, the Company has undertaken additional work which the Company can invoice only after the contracts have been completed and change orders agreed to by the clients. Due to this reason and other delays not attributable to the Company, the Company expects the liquidated damages of Rs. 23.89 Crores currently leived will be waived by its clients. Accordingly, liquidated damages of Rs. 23.89 Crores have not been provided.

g. Prior year comparatives:

The prior year figures have been reclassified wherever necessary for comparative purposes.

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