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Dolphin Offshore Enterprises (India) Ltd.

BSE: 522261 Sector: Oil & Gas
NSE: DOLPHINOFF ISIN Code: INE920A01011
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VOLUME 139917
52-Week high 142.90
52-Week low 72.80
P/E
Mkt Cap.(Rs cr) 205
Buy Price 122.10
Buy Qty 2589.00
Sell Price 0.00
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OPEN 118.15
CLOSE 117.75
VOLUME 139917
52-Week high 142.90
52-Week low 72.80
P/E
Mkt Cap.(Rs cr) 205
Buy Price 122.10
Buy Qty 2589.00
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 Eighth Annual Reporttogether with the audited financial statements for the year ended March 312017.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

' in crs

Particulars

Consolidated for year ended 31st March

Standalone for year ended 31st March

2017 2016 2017 2016
Total Income 228.62 168.77 62.92 44.12
Profit before depreciation exceptional item and taxes 60.43 65.87 (3.61) (19.86)
Deducting depreciation 21.12 21.37 5.25 3.98
Profit before exceptional item 39.31 44.50 (8.86) (23.84)
Exceptional item 24.49 0 24.49 -
Profit before tax 14.83 44.50 (33.35) (23.84)
Deducting taxes 1.67 3.34 0.28 2.45
Profit after tax 13.16 41.16 (33.63) (26.29)
Balance carried forward : 450.54 427.53 95.56 129.20

1.2 Dividend -

In view of loss for the year ended March 312017 the Board has decided not torecommend any dividend for the financial year 2016-2017 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 Company managed to increase its turnover compared to the previousyear despite not being able to procure any major EPC contract. The income from operationwas up from '29.44 Crs as to '62.21 Crs . The Loss

increased from '23.84 Crs to '33.35 Crs as the Management took a conscious decision towrite of '24.49 Crs as Bad debts as the settlement agreement executed with the client.

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 the ConsolidatedAccounts is also attached. The Consolidated Accounts have been prepared in accordance withthe Accounting Standards prescribed by the Companies Act 2013 in this regard and theprovisions of the Listing Agreement(s) entered into with the Stock Exchanges.

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 Matters andqualifications in their Report:

Standalone Financial Statements

a) Note No 36(a) to the Statement regarding trade receivable amounting to '803.03 lakhsreceivable from a party which has been wound up;

The Company has filed the proof of debt with the Official Liquidator of the Debtor inMalaysia. The Management will be able to decide the amount recoverable only after gettingthe response from the Official Liquidator.

b) Note No 36(b) to the Statement regarding trade receivable and accrued incomeaggregating to Rs. 891.65 lakhs receivable from a party which has been declared sick;

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

c) Note No 36(c) to the Statement regarding trade receivable amounting to '99.28 lakhsreceivable from a related party having negative net worth;

The Company holds 40% stake in the share capital in Joint Venture Company (JVC) withIMPaC (Germany) and this is a strategic investment by the Company which will help theCompany to foray into Offshore Energy projects.

d) Note No 3(d) to the Statement regarding advances recoverable amounting to ' 213.18lakhs which is outstanding for a long period of time payment for which are notforthcoming.

The Company had paid '213.18 lakhs as an advance to a vendor for paying excise dutyunder protest. As per the arrangement once the vendor receives the excise duty refund itwill pass on same to the Company. As the contract will qualify. This contract is under thebenefits of deemed Export.

CARO 2016

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

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

• Clause (vii)(b) on disputed liabilities remaining unpaid:-

These liabilities are pending before appropriate authorities.

Consolidated Financial Statements

a) Note No 37(h) to the Statement regarding inability of auditors of subsidiary companyto obtain sufficient appropriate audit evidence with respect to Trade and otherreceivables amounting to '18181.98 lakhs.

Management Comments:

a) '766.08 lacs from a customer: A winding up petition has been filed against thecustomer before the Mumbai High Court. Subsequently the payment schedule been agreed withthe said customer. The consent terms will be filed before Mumbai High Court soon.

b) '16633.99 lacs from a customer : The Company has commenced legal action includingarbitration against the customer and co-charterer before LMAA London and Courts inMexico.

c) ' 425.86 lacs from a customer: A winding up petition has been filed against thecustomer. The Company is waiting to hear the customer response before the Court on thesaid petition.

d) ' 170.65 lacs from a customer : Arbitration have been commenced against thecustomer to recover the outstanding.

'185.04 lacs from a customer: The Company has commenced legal action against includingarbitration against the customer and co-charterer before LMAA London and Courts in Mexico

All other matters stated under the Emphasis of Matters in their Report including CARO2016 are self-explanatory; hence no further explanation has been provided.

2.0 MANAGEMENT'S DISCUSSIONS AND ANALYSIS:

2.1 Industry Trends and Developments -

The Oil price is affected due to the geopolitical situation slow growth in theInternational Trade global economic weakness; tougher fuel economy regulations; moreviable forms of alternative energy; and the development of extraordinarily efficientengines and solar power plants have all combined to dramatically curtail the need for oil.The shale oil has also led to the oversupply of Oil.

The demand for Oil is harder to predict than supply but there is reason to beoptimistic.

i) The U.S. economy continues to grow albeit at a modest pace.

ii) The European economy has struggled but is bolstered by an extremely accommodativemonetary policy.

iii) China which has accounted for most of the demand growth seen this millennium ismaintaining its growth in GDP

iv) The rising global population and growing urbanisation.

v) The current low oil prices are also increasing the demand of Oil and Gas.

Oil prices have plummeted during the past two years now it is in the range of USD50-60. This fall in the oil price is a boon to the consumers and not for those extractingoil and natural gas EPC contractors or constructing the pipelines. In response suchcompanies have slashed their capital expenditures.

In India in order to achieve self-sufficiency in energy generation the State ownedplayers ONGC and GSPC is continuing with their expansion plans.

Being the fourth-largest energy consumer with oil and gas this industry would continueto hold a place of key importance in India's economy as it is one of the important coreindustries in India.

India is heavily dependent on the import of the crude oil and natural gas as thedomestic production of oil and gas is very low. India's oil

and gas requirement will grow further due to high economic growth and increase inpopulation.

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

ONGC has come out with many EPC contracts in the brown field. This market is expectedto remain buoyant in the coming years as ONGC proposes to come out with many high valuetenders in brown & green fields such as BHS Revamp NQ RC Revamp ICP Revamp SHWRevamp Repair of Helideck etc.

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. However the Company managed toprocure some contract & subcontracts better than that of the previous year. TheCompany was not successful in getting some expected tenders for EPC contracts issued byONGC.

The long charter of Barge VIKRANT DOLPHIN owned by the wholly owned subsidiaryDolphin Offshore Enterprises (M) Pvt Ltd with M/s. Representaciones Y Distribuciones EvyaSA de CV 2 (Evya) Mexico is facing lot of uncertainties and issues. Even though we havereceived their termination letter stating that charter is frustrated w.e.f April 012015on account of fall in Oil prices etc. the termination of the Charter Party (C/P) is stillnot effective as the Charterer has not redelivered the vessel yet as they are yet torectify all the defects stated in the re-delivery survey report. As per the provision ofthe C/P the Charterers are liable to pay 90% of the charter hire of the balance period ascompensation for the early termination. This matter has been referred to arbitrationbefore LMAA London.

2.3 Future Prospects -

The future prospects in the coming years looks better due to the reasons stated below:

• Oil and gas still remains one of the main source of energy in spite of theincreased usage of 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 BHSRevamp NQ RC Revamp ICP Revamp SHW Revamp Repair of Helideck etc. valuing ' 5000 crs to' 6000 crs. A substantial portion of this investment will be

made in brown field projects where your Company has an inherent advantage as it hasin-house capabilities of undertaking such EPC projects.

Unlike brown field projects the Company does not have any inherent advantage in beingcompetitive in the 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.

• To take advantage of new geographical markets subsidiaries have been set up inSaudi Arabia and Oman jointly with local partners and the Company is also activelypursuing various opportunities in Middle East. The vessels Beas Dolphin & DivineDolphin are placed in the Middle East. Efforts are also on for the alternate deployment ofthe barge Vikrant Dolphin.

• In view of the factors stated above Management is confident that the Companywill see a turnaround in the season ahead and be able to improve its performance during2017-2018.

The current order book position of the Company

is low but better than that of the previous year.

2.4 Business Risks and Management's

assessments -

2.4.1 Increased international competition:

The prevailing low price of oil price has resulted in slowing down of fresh/ongoinginvestment in the Oil and Gas Sector internationally hence there is an increasedcompetition from foreign companies for the domestic tenders.

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 BHS Revamp NQ RCRevamp ICP Revamp SHW Revamp Repair of Helideck etc. to become more competitive.TheCompany would be tying as subcontractor with other big companies in this field to becomemore competitive and also to reduce the risk.

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 has taken steps to reduce the cost to the maximum extent possible withoutcompromising on the quality.

2.4.3 Predominance of a single customer:

By and large in the oil & gas industry internationally where Government owned oiland gas companies have emerged as the largest producers of oil and gas in most countries.Accordingly most markets are now dominated by single E&P players in any particularmarket and India is no exception where ONGCL is the predominant oil and gas producer inIndia 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 budgets andhence the Indian market continues to be dominated by ONGC.

Reliance's fields are in deep water and most of the assets resources and technologyrequired to operate in deep water are very different from the kind of technology andresources required for operating in the shallow water offshore fields (i.e. in fields withwater depths 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.

2.4.4 Contractual nature of business:

Most of the Company's revenues are earned on construction / modification

contracts where the Company is either a main contractor or a subcontractor. This hasled to some fluctuations in the year to year revenues and resultant profits as revenuescan now be recognized only when contracts are completed in total or proportionatecompletion basis.

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 Financial year end on March 31which is in the middle of the working season in Mumbai High which ends around May 31.

Further the contracts awarded by ONGC are generally for around 12 to 24 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.

The market conditions in the Middle East and Far East are different therefore oilcompanies generally give contracts for longer durations and their working seasons aredifferent 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 InternalAuditor. The Audit Committee ensures that internal control systems are adequate andworking effectively.

As per Section 134(5)(e) of the Companies Act 2013 the Directors have an overallresponsibility for ensuring that the Company has implemented a robust system and frameworkof Internal Financial Controls. This provides the Directors with reasonable assuranceregarding the

adequacy and operating effectiveness of controls with regards operating effectivenessof controls with regards to reporting operational and compliance risks. The Company hasdevised appropriate systems and framework including proper delegation of authoritypolicies and procedures effective IT systems aligned to business requirements risk basedinternal audits risk management framework and whistle blower mechanism.

2.6 Human Resources and Industrial Relations -

The Company continued to have cordial and harmonious relations with its employees. TheBoard wishes to express its sincere appreciation to all employees in your Company fortheir contributions to your Company during the year. The company provided equalopportunities to all employees in the organization strengthening the well-establishedtraditions of fairness in dealings and commitment to the future growth of employeesthrough sustained growth of your Company. The Company has in place various measurers toengage the employees and ensure career progression helping the employees to move fromtheir current level to higher level.

3.0 ISO 9002 CERTIFICATION:

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

a) Diving & Underwater Services Marine Logistics Ship & Rig Repair Services.

b) Surveys Design Engineering Project Management Procurement Fabrication Pipelinelaying Modification Construction Installation and Commissioning of Offshore Oil &Gas Platforms and Structures.

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 Navpreet Singh Joint Managing Director and CFO ExecutiveDirector of the Company retires by rotation and being eligible seeks re-appointment.

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

Mr. Bipin Shah (Independent Director) resigned from the Board w.e.f 06.02.2017.

Rear Admiral Kirpal Singh resigned from the post of Chairman and continued to be adirector of the Company. Mr. Sabyasachi Hajara has been appointed as the Non-ExecutiveChairman of the Company.

Mr. Satpal Singh Managing Director & CEO; Mr. Navpreet Singh Joint ManagingDirector & CFO and Mr. V Surendran Vice President (Corp and Legal) and CompanySecretary are the Key Managerial Personnel (KMP) as per the provisions of the CompaniesAct 2013.

5.0 NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other businesses. The Board / Committee Meetings are pre-scheduledand advance notice is given to directors/ committee members to facilitate them to plantheir schedule and to ensure meaningful participation in the meetings. However in case ofa special and urgent business need the Board's approval is taken by passing resolutionsthrough circulation as permitted by law which are noted at the subsequent Board meetingand 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 five times in financial year 2016-2017 viz. on May 27 2016 August 082016 September 21 2016 November 10 2016 and February 2 2017. The gap between any twomeetings 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. Committee for Banking Operation

vii. Managing Committee

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) Dr. F. C. Kohli

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

8.0 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure I to thisReport.

9.0 AUDITORS:

The existing Statutory Auditors M/s. Haribhakti & Company LLP CharteredAccountants (Firm Registration No.103523W) will retire at conclusion of forthcomingAnnual General Meeting of the Company. Pursuant to provisions of the Companies Act 2013requiring rotation of auditors M/s. Sharp & Tannan Chartered Accountants (FirmNo.109982W) are being recommended by the Audit Committee and Board of Directors forappointment as Statutory Auditors in place of M/s. Haribhakti & Company LLP

M/s. Sharp & Tannan Chartered Accountants have confirmed that their appointmentif made will be in accordance with the provisions of Section 139 of the Companies Act2013 and they satisfy the criteria provided under section 141 of the Companies Act 2013.

The Board of Directors has placed on record their appreciation for the servicesrendered by M/s. Haribhakti & Company LLP during their association with the Company asStatutory Auditors.

The Board of Directors has recommended appointment of M/s. Sharp & TannanChartered Accountants as Statutory Auditors of the Company from the conclusion of theThirty Eight Annual General Meeting upto the conclusion of the Fourty Third Annual GeneralMeeting subject to necessary approval by the shareholders of the company at the ensuingAnnual General Meeting and ratification by the shareholders each year.

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 312017 there are no deposits that are dueto have been repaid nor any interest due which have not been paid.

11.0 SUBSIDIARY COMPANIES:

As on March 31 2017 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. Inaccordance 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 thefinancial statements of the subsidiary companies is also included in the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act 2013 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 ofeach of the subsidiary companies have also been placed on the website of the Company www.dolphinoffshore.com.Shareholders interested in obtaining a copy of the audited annual accounts of thesubsidiary companies may write to the Company Secretary at the Registered Office of theCompany.

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 or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC-2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureIII.

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 the Company to which the financial statements relate and the date of thereport.

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 Statements areadequate and commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested and certified by Statutory as well as InternalAuditors. Significant audit observations and follow up actions thereon are reported to theAudit 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 2017 was 148(as on 31st March 2016: 163).

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 Obligations and Disclosure Requirement) Regulations 2015for the year under review was placed before the Board of Directors of the Company at itsmeeting held on May 17 2017.

A copy of the certificate on the financial statements for the financial year endedMarch 31 2017 is annexed along with this Report.

23.0 SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Mr. Prakash Mehta PracticingCompany Secretary (Membership No. 5814 CP No. 17341); to conduct the Secretarial Auditand his Report on Company's Secretarial Audit is appended to this Report as Annexure V.

24.0 PARTICULARS OF REMUNERATION

The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect 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 inspection bythe Members at the Registered Office

of the Company between 10 a.m. and 12 noon on any working day of the Company up to thedate 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 2017the 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 312017 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 312017 on a going concern 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 appears as separate itemsin the notes to the Accounts. 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 the 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 thispolicy. No case has been filed under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 for the year under review.

27.0 EXTRACT OF ANNUAL RETURN

Pursuant to Sub-section (3) of Section 134 and subsection (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the extracts of the Annual Return as at March 312017 forms part of thisreport as Annexure VII.

Transfer to Reserves

The Company has made no transfers to reserves during the Financial Year 2016-2017.

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 theListing Obligation and Disclosure Regulations (LODR)2015 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 employees and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

SABYASACHI HAJARA
CHAIRMAN
Mumbai
May 17 2017