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Dolphin Offshore Enterprises (India) Ltd.

BSE: 522261 Sector: Oil & Gas
NSE: DOLPHINOFF ISIN Code: INE920A01011
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VOLUME 45297
52-Week high 142.90
52-Week low 72.80
P/E
Mkt Cap.(Rs cr) 148
Buy Price 88.05
Buy Qty 100.00
Sell Price 0.00
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OPEN 91.10
CLOSE 90.70
VOLUME 45297
52-Week high 142.90
52-Week low 72.80
P/E
Mkt Cap.(Rs cr) 148
Buy Price 88.05
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Dolphin Offshore Enterprises (India) Ltd. (DOLPHINOFF) - Director Report

Company director report

Dear Members

Your Directors have great pleasure in presenting their Thirty

Seventh Annual Report together with the audited financial statements for the year endedMarch 31 2016.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results

Rs. in crs

Particulars Consolidated for year ended 31st March Standalone for year ended 31st March
2016 2015 2016 2015
Total Income 168.77 206.41 44.12 67.11
Profit before depreciation exceptional item and taxes 65.87 87.86 (19.86) (10.08)
Deducting depreciation 21.37 21.88 3.98 5.10
Profit before exceptional item 44.50 65.99 (23.84) (15.18)
Exceptional item 0 28.00 - 28.00
Profit before tax 44.50 37.99 (23.84) (43.18)
Deducting taxes 3.34 3.29 2.45 1.18
Profit after tax 41.16 35.70 (26.29) (44.36)
The proposed appropriations :
Dividend - - -
Corporate dividend tax - - -
General reserve 62.52 54.41 49.22 49.22
Balance carried forward : 427.53 374.35 129.20 155.49

1.2 Dividend -

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

1.3 State of Company’s Affairs / Review of Operations

During the year the performance of the Company was not good as compared to theprevious year as the Company could not procure any major EPC contract. The Income ismainly from the contracts with RALONGC Leigthon and L&T. The income was down to Rs.44 crs as against Rs. 67 crs achieved in the previous years. Management took a consciousdecision to write of Rs.8.26 crs as Bad debts as a matter of prudent financial managementand also provided provision Rs.12.65 crs.for doubtful debts as Rs.29.76 crs due fromparties which are either wound up or declared sick. As a result of the reduced turnoverwrite off and provision the Company posted a net loss of Rs. 26.29 crs as compared to netloss Rs. 44.35 Crs during the previous year.

1.4 Consolidated Financial Statements

The audited Consolidated Accounts and Cash Flow Statement comprising of the Companyand its subsidiaries form part of this Report. The Auditors’ Report on theConsolidated Accounts is also attached. The Consolidated Accounts have been prepared inaccordance with the Accounting Standards prescribed by the Companies Act 2013 in thisregard and the provisions of the Listing Agreement(s) entered into with the StockExchanges.

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

1.5 Matters Arising Out of the Auditors’ Report

The Auditors’ have made the following observations under Emphasis of Mattersand qualifications in their Report:

Standalone Financial Statements

Note 36(b) Liquidated Damages of Rs. 1229.46 lakhs (P.Y. Rs. 1108.55 lacs)

The above claims had arisen out of the one EPC contract executed during the year2009-2010 these claims have been referred for resolution before the Outside ExpertCommittee (OEC) set by the client .The OEC has recommended a lower amount the matter hasbeen referred to arbitration. The management is in discussion with ONGC for an amicablesettlement.

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

The above claims had arisen out of the one EPC contract executed during the year2010-2011 these claims have been referred for resolution before the Outside ExpertCommittee (OEC) set by the client. The OEC has recommended a lower amount and the matterhas been referred to arbitration. The management is in discussion with ONGC for anamicable settlement.

Note 36(d) Additional Expenditure aggregating Rs. 10200.76 lacs has beenrecognized in the books of account The above claim had arisen out of the above EPCcontract. The Company had carried out extra work amounting to Rs. 10200.76 lacs. TheCompany is in discussion with customer for finalisation of claim and management expects afavourable outcome.

Note 36(e) Provision of Rs.1264.85 lacs against dues of Rs.2976.60 lacs fromparties which are wound up or declared sick.

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

CARO 2016

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

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

Consolidated Financial Statements

Trade receivables consist of an amount of Rs.8710.84 lacs due by Evya to theMauritius subsidiary of the Company. The Company has commenced arbitration in the LondonCourt of International Arbitration against Evya to enforce its rights and recover theamount due. The Company has already made the claim submissions and applied for an interimaward.

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

Management has deferred the construction of the Vessels in view of the current marketsituation.

Should the project not continue the recoverability of the work in progress is expectedto be around Rs. 1323.55 lacs. In the current year there would be more visibility on theproject and management would then take a call on the course of action.

2.0 MANAGEMENT’S DISCUSSIONS AND ANALYSIS:

2.1 Industry Trends and Developments

The world will continue to demand more and more energy in the next years as the globalpopulation will continue to grow and this population increase will be concentratedprimarily in Asia and Africa which will also be driving growing global urbanization. Alarger population by itself indicates a growth in energy demand. And a larger contingentof urban inhabitants also necessarily implies an increase in energy consumption. It isinteresting to note that it is only recently that the world has had more people living incities than in the countryside. This is expected to increase in the years. Besides thecurrent low oil prices are also fuelling demand.

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

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

This fall is a blessing for consumers and not for those extracting oil and natural gasEPC contractors or constructing the pipelines. In response companies have slashed theircapital expenditures.

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

India is the world’s fourth-largest energy consumer with oil and gas accountingfor around 37 percent of total energy consumption. The oil & gas would continue tohold a place of key importance in India’s economy as it is one of the six coreindustries in India.

Domestic production of oil and gas is very low; this makes India heavily dependent onthe import of the crude oil and natural gas. The high economic growth in the past fewyears and increasing industrialisation coupled with a burgeoning population have created alot of concern for India’s energy scenario. Therefore the government is taking lotof efforts to increase the production of oil & gas.

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

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

2.2 The year in perspective

Like the previous year during the year under review also the Company could notprocure any new EPC contracts or major subcontracts.

The number tenders for EPC contracts were issued by ONGC is less than that is expected.

The performance of the Company was affected to due to the above and also due to undercutting of prices by the bidders due to increased competition.

Unlike brown field projects the Company does not have any inherent advantage in beingcompetitive in these Greenfield projects as the advantage essentially lies with thosecompanies who own fabrication yards heavy lift barges or pipe lay barges none of whichis owned by the Company.

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

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

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

2.3 Future Prospects

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

• Oil and gas still remains the main source of energy in spite of the increasedproduction of shale gas and other alternative forms of energy.

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

As per information received by the Company ONGC will be coming out with the reissue ofLEWPP-II tender and also tenders for revamp of BHS NQ RC ICP SHW WIS platforms etc.valuing Rs. 6000 crs to Rs. 8000 crs. A substantial portion of this investment will bemade in brown field projects where your Company has an inherent advantage as it hasin-house capabilities of undertaking such EPC projects. The Company has submitted its bidsto many tenders of ONGC which are currently under evaluation and has also submittedsubcontract proposals to companies such as L&T and Sapura which are also underconsideration.

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

To take advantage of new geographical markets subsidiaries have been set up in SaudiArabia and Oman jointly with local partners and the Company is also actively pursuingvarious opportunities in Middle East. The vessel Beas Dolphin & Divine Dolphin areundergoing operations in the Middle East. Efforts are also on for the alternate deploymentof the barge Vikrant Dolphin in abroad in the event of the termination the charter of thesaid barge. In order to enhance the business in Middle East the Company has entered intoan MOU with M/s. Sanat Gostar Kish Co (SGK) for providing various services of the Companyin Middle East. To begin with the Company has entered into a contract valuing USD 7 MNwith SGK for providing a DP/DSV vessel with diving personnel for 200 days for the SGKproject in Middle East.

Having formed a JV in Saudi Arabia and Oman the Company is presently pursuing severaloffshore and onshore projects.

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

2.4 Business Risks and Management’s assessments

2.4.1 Increased international competition:

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

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

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

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

2.4.2 Pressure on margins:

As stated above in view of increased competition and slowing down of expansion &modifications plans the margin will be under pressure. Management is aware of this factand is taking steps to ensure that input costs both direct and indirect are reduced tothe maximum extent possible with compromising on the quality.

2.4.3 Predominance of a single customer:

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

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

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

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

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

As can be seen from the consolidated results of the Company it can be seen that theCompany has succeeded in its objective of reducing dependency on ONGC more than 80% of thegroup revenues are from the overseas operations.

However because of the weak oil price the subsidiaries of the Company are facing anuphill task in realising the payments from its client.

2.4.4 Contractual nature of business:

Most of the Company’s revenues are earned on construction / modificationcontracts where the Company is either a main contractor or a subcontractor. This has ledto some fluctuations in the year to year revenues and resultant profits as revenues cannow be recognized only when contracts are completed in total or proportionate completionbasis.

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

This problem is compounded by the fact the Company’s year end is March 31 whichis in the middle of the working season in Mumbai High which ends around May 31.

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

However these fluctuations are only expected to be timing difference which will evenout over a period of time. These fluctuations in reported revenues and profits would notaffect the overall revenue earning and profit making capacity of the Company.

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

2.5 Internal Control Systems and their adequacy

The Company has adequate internal control systems in place. With a view to monitor theCompany’s performance as well as to make sure that internal checks and controls areoperating properly the Company has appointed external firm of Chartered Accountant asInternal Auditor.

The Audit Committee of the Board considers the reports of this Internal Auditor. TheAudit Committee ensures that internal control systems are adequate and workingeffectively.

The Companies Act 2013 has imposed specific responsibilities on the Board of Directorstowards the company’s internal financial controls and inter alia requires the Boardto state that they have laid down internal financial controls to be followed by thecompany and that such internal financial controls (IFCs) are adequate and were operatingeffectively. The auditor has not able to comment on the above as the frame work and riskcontrols are yet to be prepared by the Company. The Company has appointed a Charteredaccountant firm to help the Company in laying down the IFC even though the Company hasenough controls which are not strictly documented as per the IFC.

2.6 Human Resources and Industrial Relations

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

3.0 ISO 9002 CERTIFICATION:

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

• Marine management of vessels

• Diving and underwater engineering

• Management of fabrication and offshore turnkey projects

The Board would like to acknowledge the efforts and dedication of all employees inimplementing and maintaining the high quality standards that the Company has set foritself.

4.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Your Directors recommend the re-appointment and appointment of the above directors.Mrs. Manjit Kirpal Singh was appointed as an Additional Director of the Company w.e.f 27thMay 2016. In accordance with Section 161 of the Act Mrs. Manjit Kirpal Singh holdsoffice upto the date of the forthcoming AGM of the Company and being eligible offers hiscandidature for appointment as Director. Your approval has been sought in the Noticeconvening the forthcoming AGM of the Company.

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

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

5.0 NUMBER OF MEETINGS OF BOARD

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

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

The Board met six times in financial year 2015-2016 viz. on May 12 2015 July 142015 August 12 2015 September 29 2015 November 06 2015 and February 4 2016. The gapbetween any two meetings did not exceed 120 days.

6.0 COMMITTEES OF THE BOARD

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

i. Audit Committee

ii. Corporate Social Responsibility Committee

iii. Investment Committee

iv. Nomination and Remuneration Committee

v. Stakeholders’ Relationship Committee

vi. Affixing Common Seal

vii. Committee for Banking Operation

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

7.0 BOARD INDEPENDENCE

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

a) Mr. Sabyasachi Hajara

b) Mr. Bipin R. Shah

c) Dr. F. C. Kohli

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

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

8.0 COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178 is appended as Annexure Ito this Report.

9.0 AUDITORS:

M/s. Haribhakti and Co. LLP Chartered Accountants has been appointed as Auditors ofthe Company for three years from the end of the forthcoming Annual General Meeting held on29.09.2015 till the conclusion of 38th Annual General Meeting to be held in2017 with yearly ratification by the Shareholders. Your Directors recommend theratification of their appointment.

10.0 FIXED DEPOSITS:

The Company has not invited or accepted Fixed Deposits from the public within themeaning of Section 73 of the Companies Act 2013. As at March 31 2016 there are nodeposits that are due to have been repaid nor any interest due which have not been paid.

11.0 SUBSIDIARY COMPANIES:

As on March 31 2016 the Company has 2 wholly owned subsidiaries one Indian subsidiaryand one foreign subsidiary. There has been no change in the number of subsidiaries or inthe nature of business of these subsidiaries during the period under review.

In accordance with Section 129(3) of the Companies Act 2013 the Company has preparedconsolidated financial statement of the Company and all its subsidiary companies which isforming part of the Annual Report.

A statement containing salient features of the financial statements of the subsidiarycompanies is also included in the Annual Report.

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

12.0 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The Company has provided loans and guarantees and made investments pursuant to Section186 of the Companies Act 2013 details of which are mentioned in the Annexure II.

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

All Related Party Transactions have been placed before the Audit Committee as also theBoard for their approval. The policy on Related Party Transactions as approved by theBoard is available on the Company’s website. The particulars of contracts orarrangements with related parties referred to in Section 188(1) as prescribed in Form AOC- 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under theCompanies Act 2013 is appended as Annexure III.

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

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

15.0 RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

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

The Company’s internal control systems with reference to the Financial Statementsare adequate and commensurate with the nature of its business and the size and complexityof its operations. These are routinely tested and certified by Statutory as well asInternal Auditors & Transactional Auditors. Significant audit observations and followup actions thereon are reported to the Audit Committee.

16.0 ENVIRONMENT HEALTH AND SAFETY (EHS)

The Company values its employees and is committed to protecting their health safetyand well-being. It therefore continues to develop and improve its arrangement for managingenvironment health and safety issues. The managements vision is to see that the risks toemployees’ health and safety arising from work activities are effectively controlledthereby contributing to the overall economic and social well-being of the community.

The Company’s Management takes its responsibilities for managing its environmenthealth & safety systems policies and practices very seriously by implementing variousrules and regulations laid down under Factories Act 1948 and the Environment (Protection)Act 1986.

17.0 CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Companies Act 2013 the Board of Directors of theCompany has constituted a Corporate Social Responsibility (CSR) Committee. The detailsabout the development of CSR Policy as per annexure attached to the Companies (CorporateSocial Responsibility Policy) Rules 2014 have been appended as Annexure IV to thisReport.

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

18.0 PARTICULARS OF EMPLOYEES

Your Directors acknowledge the selfless untiring efforts whole-hearted support andco-operation of the employees at all levels. Our industrial relations continue to becordial.

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

19.0 VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

20.0 ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas: i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

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

iv. Providing perspectives and feedback going beyond information provided by themanagement

v. Commitment to shareholder and other stakeholder interests.

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

21.0 FINANCIAL YEAR

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

22.0 CEO & CFO CERTIFICATION

Certificate from Mr. Satpal Singh Managing Director & CEO and Mr. Navpreet SinghJoint Managing Director & Chief Financial Officer pursuant to provisions ofRegulation 17 of SEBI(Listing Obligation and Disclosure Requirement) Regualtions 2015for the year under review was placed before the Board of Directors of the Company at itsmeeting held on May 27 2016.

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

23.0 SECRETARIAL AUDIT REPORT

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

24.0 PARTICULARS OF REMUNERATION

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

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

25.0 DIRECTORS’ RESPONSIBILITY STATEMENT:

Your Directors hereby confirm that;

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

ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at March 31 2016 and of the profit /lossof the Company for the year ended on that date.

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

iv. The Directors have prepared the annual accounts for financial year ended March 312016 on a going conern basis.

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

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

26.0 STATUTORY DISCLOSURES

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

Conservation of energy technology absorption and foreign exchange earnings and outgo

The particulars regarding foreign exchange earnings and outgo as appear as separateitems in the notes to the Accounts as these figures are not material in nature due to thepoor performance of the Company. The Company is having only small workshops and engaged inshort duration contract type jobs therefore the particulars relating to conservation ofenergy and technology absorption stipulated in the Companies Accounts Rule 2014 are notmuch relevant to Company as it did not execute any major contracts during year underreview. However to the extent possible the Company is using energy efficient equipmentsand lights for the conservation of energy.

Policy on Prevention of Sexual Harassment at Workplace

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the workplace (Prevention Prohibition& Redressal) Act 2013 A committee has been set up to redress complaints receivedregarding sexual harassment. All employees (Permanent contractual temporary trainees)are covered under this policy. No case has been filed under the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 for the year under review.

27.0 EXTRACT OF ANNUAL RETURN

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

Transfer to Reserves

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

28.0 CORPORATE GOVERNANCE REPORT:

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

A separate section on Corporate Governance and a certificate from the Auditorsconfirming compliance with the Corporate Governance requirements as stipulated in enteredinto with the Stock Exchanges form part of this Annual Report.

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

29.0 ACKNOWLEDGEMENTS:

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

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

Mumbai REAR ADMIRAL KIRPAL SINGH
May 27 2016 CHAIRMAN

This Nomination cum Remuneration and Board Diversity Policy ("Policy")has been formulated and recommended by the Nomination and Remuneration Committee ("Committee")in their meeting held on August 062014 pursuant to section 178 of the Companies Act2013 and the rules made there under (collectively the "Act") and as perrevised Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)Regulations.

This Policy lays down the guidelines to be followed in relation to:

(a) Appointment of the directors and key managerial personnel of the Company; and

(b) Fixation of the remuneration of the directors key managerial personnel and otheremployees of the Company.

(c) A greater diversity of ideas skills knowledge experience ethnicity and genderthroughout our organisation is very important for the continuing long term success of theCompany and also to ensure that it is well equipped to lead the business effectivelyembraces new ideas and makes good use of differences in experiences backgrounds andperspectives to satisfy all the different stakeholders.

The objective of this Policy is to inter-alia:

(a) attract recruit and retain good and exceptional talent;

(b) list down the criteria for determining the qualifications positive attributes andindependence of the directors of the Company;

(c) ensure that the remuneration of the directors key managerial personnel and otheremployees is performance driven motivates them recognises their merits and achievementsand promotes excellence in their performance;

(d) motivate such personnel to align their individual interests with the interests ofthe Company and further the interests of its stakeholders;

(e) ensure a transparent nomination process for directors whether for Non-Executive orExecutive positions with the diversity of thought experience knowledge perspective andgender in the Board and to also ensure that management fulfil its obligations to itsshareholders to recruit the best person on merit to the relevant role; and

(f) fulfill the Company’s objectives and goals including in relation to goodcorporate governance transparency and sustained long-term value creation for itsstakeholders.

(g) regarding all appointments to the Board whether for Non-Executive or Executivepositions management will carefully consider the benefits of greater diversity includinggender diversity whilst ensuring that management fulfil its obligations to itsshareholders to recruit the best person on merit to the relevant role.

The Policy has contains detailed procedure on monitoring and reporting of CSRactivities.

Review of the Policy

The Committee will review the Policy annually which will include an assessment of theeffectiveness of the Policy. The Committee will discuss any revisions that may be requiredand recommend any such revisions to the Board for approval. For more details refer theabove Policy which has been uploaded on the website of the Company "www.dolphinoffshore.com".

The Company has provided following loans and guarantees and made following investmentspursuant to Section 186 of the Companies Act 2013:

Name of the entity Relation Amount Rupees in crore Particulars of loans guarantees and investments Purpose for which the loan guarantee and investment are proposed to be utilised
Global Dolphin Drilling Co. Ltd Subsidiary 0.03 29980 Equity shares @ 10 each for incorporation
Dolphin Offshore Enterprises (Mauritius) Pvt. Ltd. Wholly owned subsidiary 0.11 25000 Equity Shares @ 1 dollar each do
Dolphin Offshore Shipping Ltd Wholly owned subsidiary 19.54 7440000 Equity shares @ 10 each do
IMPaC Oil and Gas Engineering (India) Pvt. Ltd. Joint Venture 0.26 260000 Equity shares @ 10 each do

Note: Two joint venture companies have been setup by the Company’s joint venturepartner in the middle east the Company is yet to contribute to the capital of thesecompanies.

The ratio of the remuneration of each director to the median employee’sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014:

Requirements Disclosure
I The ratio of the remuneration of each director to the median remuneration of the employees for the financial year Name of director Ratio to median remuneration
Rear Admiral Kirpal Singh 8.13
Mr. Satpal Singh 16.21
Mr. Navpreet Singh 16.16
Mr. Sabyasachi Hajara 0.56
Mr. Bipin R. Shah 0.43
Dr. F. C. Kohli 0.41
(Dr.) Mrs. Vasantha Bharucha 0.30
Mr. V. Surendran 6.20
II The percentage increase in remuneration of each director CFO CEO CS in the financial year Nil
III The percentage increase in the median remuneration of employees in the financial year Nil
IV The number of permanent employees on the rolls of the Company 163 employees as on March 31 2016
V The explanation on the relationship between average increase in remuneration and Company performance NA
VI Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company Not Applicable for the FY 2015-16 in view of the loss.
VII Variations in the market capitalization of the Company price earnings ratio as at the closing date of the current FY and previous FY and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer The Market Capitalization as of 31st March 2016 is Rs. 13719 lacs as Compared to ` Rs. 20210.88 lakhs as of 31st March 2015. The EPS as of 31st March 2016 is ` (15.67) as compared to the EPS as of 31st March 2015 of ` (26.45). The Closing Price as of 31st March 2016 was Rs. 81.80 as compared to Closing Price of ` 83.00 as of 31st March 2015.
VIII Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; Not Applicable as the Company has not given any increment to the employees including managerial remuneration.
IX Comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company Not Applicable for the FY 2015-16 in view of the loss.
X The key parameters for any variable component of remuneration availed by the directors Variable component is only commission.
XI The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year NIL
XII Affirmation that the remuneration is as per the remuneration policy of the Company Yes it is confirmed.