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Dolphin Offshore Enterprises (India) Ltd.

BSE: 522261 Sector: Oil & Gas
NSE: DOLPHINOFF ISIN Code: INE920A01011
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VOLUME 5193
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OPEN 52.25
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VOLUME 5193
52-Week high 138.75
52-Week low 43.15
P/E
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
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 Ninth Annual Reporttogether with the audited financial statements for the year ended March 312018.

1.0 AUDITED FINANCIAL STATEMENTS:

1.1 Summarised Audited Financial Results -

Rs in crs

Particulars

Consolidated for year ended March 31

Standalone for year ended March 31

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

1.2 Dividend

In view of loss for the year ended March 312018 the Board has decided not torecommend any dividend for the financial year 2017-2018 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 continued to show a lacklustre performance the turnoverwas down to Rs 55.56 Crs from Rs 62.95 crs that is reported in the previous year. The Lossbefore exceptional items and Tax was increased from Rs 16.62 crs. to Rs 19.39 crs.

1.4 Consolidated Financial Statements

The audited Consolidated Financial Statement comprising of the Company and itssubsidiaries and a joint venture form part of this Report. The Auditors' Report on theConsolidated Financial Statement is also attached. The Consolidated

Financial Statement have been prepared in accordance with the Indian AccountingStandards prescribed by the Companies Act 2013 in this regard and the provisions of theListing 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

Note No: 41(a) to the Statement regarding trade receivable and accrued incomeaggregating to Rs 1317.77 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.

a) Note No: 41(b) to the Statement regarding advances recoverable amounting to Rs213.18 lakhs which is outstanding for a long period of time payment for which are notforthcoming.

The Company had paid Rs 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 the same to the Company as the contract will qualify under the benefits ofdeemed Export.

b) Note No: 41(f) to the Statement regarding trade receivable which includes Rs2520.49 lakhs; (31st March 2017 - Rs 2512.94 lakhs) due from a charter hire contract.The said Hirer had disputed the claim and had raised counter claim for damages of Rs1583.03 lakhs against the Company.

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

c) Note No: 41(e): The balance amount of Rs 10359.19 lakhs being the expenditureincurred for executing additional work in terms of a EPC contract.

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

CARO 2016

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

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

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

These liabilities are pending before appropriate authorities.

Consolidated Financial Statements

a) Note No. 41(g): Regarding the inability of auditors of subsidiary company to obtainsufficient appropriate audit evidence with respect to Trade and other receivablesamounting to Rs 22352.73 lakhs.

Management Comments:

i) Rs 733.39 lakhs due from a customer: A winding up petition was filed against thecustomer before the Mumbai High Court. Subsequently the consent terms was also filedbefore Mumbai High Court with an agreement to pay in instalments.

ii) Rs 21021.49 lakhs due from a customer: The Company has commenced legal actionincluding arbitration against the customer and Guarantor before LMAA London and Courts inMexico.

iii) Rs 426.82 lakhs due from a customer: An Insolvency petition was filed against thecustomer. Subsequently the Company has entered into an agreement with customer on therepayment.

iv) Rs 171.03 lakhs due from a customer: Arbitration has been commenced against thecustomer to recover the outstanding amount.

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

2.0 MANAGEMENT'S DISCUSSIONS AND ANALYSIS:

2.1 Overview of the Industry -

The Oil price has increased in the recent past due to the geopolitical situation suchas heightened tensions in Syria the threat of new sanctions on Iran and unrest inVenezuelan oil fields extended production cuts by OPEC Transportation constraints andhigher demand for Oil in the USA.

The price is expected to be firm in the coming months.

In India in order to achieve self-sufficiency in energy generation the State ownedplayers ONGC and GSPC are continuing with their expansion plans. India's oil demand isexpected to grow and it is one of the largest contributors to non-OECD petroleumconsumption growth globally.

The oil and gas sector is among the six core industries in India and plays a major rolein influencing decision making for all the other important sections of the economy.

India is heavily dependent on the import of the crude oil and natural gas as thedomestic production of oil and gas is very low. India's oil and gas requirement will growfurther due to high economic growth and increase in population.

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

The market is expected to remain buoyant in the coming years as ONGC proposes to comeout with many high value tenders in brown & green fields.

One of the major investments and developments in the oil and gas sector is that theWorld's largest oil exporter Saudi Aramco is planning to invest in refineries andpetrochemicals in India.

2.2 The year in perspective -

During the year under review also the Company could procure two new contracts fromONGC. The current order book position is around Rs 350 Crs. The Company is hopeful ofgetting more order during the next working season.

After the termination of the Charter Party (C/P) by the Charterer M/s. RepresentacionesY Distribuciones Evya SA de CV 2 (Evya) Mexico the wholly owned subsidiary could notput the barge on charter to due to low demand and on-going repairs. Evya is underliquidation. The arbitration with Evya before LMAA London to recover the outstandingamount has been commenced. The said subsidiary company has challenged liquidation processbefore the court in Mexico.

2.3 Business Outlook -

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

• Oil and gas prices have increased substantially and the prices are expected tobe firm in the near future. This will stimulate further investment in this field as aresult the Oil companies will come out with more projects.

• 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 tendersfor ONGC - Annual Rate Contract for Steel Renewal Revamping of the ONSKID OEM part of 2nos. biological type STP' topside Hook-up works under the ONGC Bassein DevelopmentProject. A substantial portion of these contract will be of brown field projects whereyour Company has an inherent advantage as it has in-house capabilities of undertaking suchEPC projects.

In the Greenfield projects the advantage essentially lies with those companies who ownfabrication yards heavy lift barges or pipe lay barges none of which is owned by theCompany.

In spite of the above the Company participated in many tenders. The Management isdoing its best effort to win contracts but was not willing to win contracts at a pricewhere incurring losses was a certainty.

• The Company has won two contracts (1) 64 Western Offshore Platform MakeoverProject (2) Protective Coating of Wellhead Platforms Project-1 (In consortium with M/s.HAL Offshore).

• In view of the factors stated above Management is confident that the prospectsof the Company will be better in the coming years.

The current order book position of the Company is Rs 350 crs.

2.4 Business Risks and Management's assessments -

2.4.1 Increased competition:

The fluctuations in price of oil price and increased use of other alternative energysources has resulted in slowing down of fresh/on-going investment in the Oil and GasSector internationally hence there is an increased competition from foreign companies forthe domestic tenders. The margin will be under pressure due to aforesaid increasedcompetition

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

Management expects ONGC to float many tenders. To become more competitive the Companywould be tying as a subcontractor with other big companies or as consortium with others inthis field to become more competitive and also to reduce the risk.

Management is doing its best to reduce the cost to the maximum extent possible withoutcompromising on the quality.

Management is of the opinion that pressure on the margins will reduce due to increasein raise in the oil price and the number of contracts awarded.

2.4.2 Predominance of a single customer:

By and large in the oil & gas industry internationally Government owned oil andgas 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.

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.

The Company is trying to expand its markets geographically into the Middle East and theFar East in order to reduce this dependency on ONGC. The Company has set up subsidiariesin Saudi Arabia and Oman jointly with local partners; however the capital contribution inthese Companies is yet to be done. These subsidiaries will be activated as and when theCompany gets any order.

2.4.3 Contractual nature of business:

The business of the Company is contractual in nature. The revenues are earned onconstruction / modification contracts either as a main contractor or as a subcontractor.This has led to some fluctuations in the year to year revenues and resultant profits asrevenues can 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 due to the closure of theCompany's financial year on March 31 which is in the middle of the working season inMumbai High which ends around May 31.

Further the contracts awarded by ONGC are generally for around 12 to 24 months in fewcases the same is for around 36 months. Hence the order book position and revenuevisibility is also weak especially at financial year end as most of the contracts forthe new season (i.e. October to May) would be awarded just before or during the monsoonperiod.

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 oil companies in the Middle East and Far East generally give contracts for longerdurations and their working seasons are different from the Indian seasons.

2.5 Internal Control Systems and their adequacy -

The Company has adequate internal control systems in place. With a view to monitor 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 to reportingoperational and compliance risks. The Company has devised appropriate systems andframework including proper delegation of authority policies and procedures effective ITsystems aligned to business requirements risk based internal audits risk managementframework 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 9001:2015 Certificate issued by the American Bureau of Shipping [ABS] for thefollowing services:

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

b) Survey Design engineering Project management Procurement FabricationModification Construction Installation and commissioning of offshore oil & gasplatforms pipelines 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 Mr. Satpal Singh Managing Director of the Company retires byrotation and being eligible seeks re-appointment.

Mr. Kiran Vaidya has been appointed as an Additional Director on April 25 2018 and hewill be seeking the shareholders' approval at the ensuing Annual General Meeting forappointment as an Independent Director for 5 years w.e.f April 25 2018. Mrs. Vasantha SBharucha resigned from the Board of Directors of the Company w.e.f. November 26 2017. TheBoard expresses its appreciation for her matured advice given during her tenure in theBoard.

In terms of the provision of Regulation 17(1 A) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) (Amendment) Regulation 2018which shall come into force from April 12019 the Non-Executive Directors who haveattained the age of Seventy-Five (75) years cannot be be appointed or continued as aDirector unless a Special resolution is passed by the shareholders approving suchappointment or continuation. Currently three directors namely Rear Admiral Kirpal SinghMrs. Manjit Kirpal Singh and Dr. F. C. Kohli are aged over Seventy-Five years and they areseeking shareholders approval at the Annual General Meeting for the continuation.

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

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 2017-18 viz. on May 17 2017 September 112017 December 11 2017 February 14 2018 and March 19 2018. 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 9 Committees of the Board asfollows:

i. Audit Committee

ii. Managing Committee

iii. Share Transfer Committee

iv. Stakeholders' Relationship Committee

v. Nomination and Remuneration Committee

vi. Sexual Harassement Committee

vii. Committee for affixing Common Seal

viii. Committee for Banking Operation

ix. Corporate Social Responsibility Committee

Details of all the Committees along with their charters composition and meetings 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) Mr. Kiran Vaidya

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 under Annexure-I tothis Report.

9.0 AUDITORS:

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

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 2018 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 2018 the Company has 3 subsidiaries including 2 wholly ownedsubsidiaries (one Indian subsidiary and one foreign subsidiary). There has been no changein the number of subsidiaries or in the nature of business of these subsidiaries duringthe period under review. In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared consolidated financial statement of the Company and all itssubsidiary companies which is forming part of the Annual Report. A statement containingsalient features of the financial statements of the subsidiary companies is also includedin 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.dolphinoffshore.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 IN SECTION 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 affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich 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 Companywww.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 Auditors 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 the Environment (Protection)Act 1986 and all other applicable Acts.

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 be 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 2018 was 166(as on March 312017 was 148).

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 Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Act SEBIlisting regulations and the guidance note on board evaluation issued by the Securities andExchange Board of India. The performance of the Board and Board Committees was evaluatedby the Board after seeking inputs from all the directors on the basis of criteria such asthe Board/ Committee composition and structure effectiveness of Board/Committeeprocesses information and functioning etc.

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

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 & Chief Executive Officer andMr. Navpreet Singh Joint Managing Director & Chief Financial Officer pursuant toprovisions of Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 for the year under review was placed before the Board of Directors ofthe Company at its meeting held on May 24 2018.

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

23.0 SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed Mr. Prashant Mehta PracticingCompany Secretary; to conduct the Secretarial Audit and his Report on Company'sSecretarial 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. to 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 2018the 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 312018 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 312018 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 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 do not 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 Rules 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 312018 forms part of thisreport as Annexure VII.

Transfer to Reserves

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

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 inAgreement entered 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 employees and others during the year.

For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED

SABYASACHI HAJARA
CHAIRMAN
Mumbai
May 24 2018