DIRECTOR'S REPORT Dear Members, Your Directors have great pleasure in presenting their Thirty Sixth Annual Report together with the audited financial statements for the year ended March 31, 2015. 1.2 Dividend - In view of loss for the year ended March 31, 2015, the Board has decided not to recommend any dividend for the financial year 2014-2015 for the declaration by the shareholders at the ensuing Annual General Meeting. 1.3 State of Company's Affairs / Review of Operations - During the year, the performance of the Company was not good as compared to the previous year as the Company could not procure any major EPC contract. The Income is mainly from the contracts with ONGC, Leigthon and L&T. The turnover was down to Rs. 67 crs as against Rs. 247 crs achieved in the previous years. Management took a conscious decision to reverse income of Rs. 7.15 crs and write of Rs. 20.85 crs as Bad debts as a matter of prudent financial management even though the amount written off are in the process of resolution through Arbitration. Such reversal & write offs aggregating Rs. 28 crs have been considered as exceptional items of expenditure for the year. As a result of the reduced turnover and such exceptional items of Rs. 28 crs, the Company posted a net loss of Rs. 44.35 crs as compared to net loss Rs. 34.07 Crs during the previous year. 1.4 Consolidated Financial Statements The audited Consolidated Accounts and Cash Flow Statement, comprising of the Company and its subsidiaries form part of this Report. The Auditors' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Accounts have been prepared in accordance with the Accounting Standards prescribed by the Companies Act, 2013 in this regard and the provisions of the Listing Agreement(s) entered into with the Stock Exchanges. 1.5 Matters Arising Out Of The Auditors' Report - The Auditors' have made the following observations under Emphasis of Matters in their Report: Note 37(b) & (c) Liquidated Damages of Rs. 11,08.55 lacs amounting to Rs. 18,98.24 lacs The above claims had arisen out of the one EPC contract executed during the year 2009-2010, these claims have been referred for resolution before the Outside Expert Committee (OEC) set by the client and management expects a favourable order from the OEC. Note 37(e) Claims aggregating Rs. 10,200.76 lacs has been recognized in the books of account. The above claim had arisen out of the above EPC contract. The Company had carried out extra work amounting to Rs. 102,00.76 lacs. The Company is in discussion with customer for finalisation of claim and management expects a favourable outcome. The other matters stated under Emphasis of Matters in their Report are self explanatory; hence no further explanation has been provided. 2.0 MANAGEMENT'S DISCUSSIONS AND ANALYSIS: 2.1 Industry Trends and Developments - Global demand for liquid hydrocarbons will continue to grow. The growth of population and the consumer class in Asia will support oil demand increase. The main increase in consumption will come mainly from transportation sectors in developing countries. Global oil price dynamics are subject to many factors, principally the balance of supply and demand, the macroeconomic and geopolitical situation, the dynamics of the US dollar exchange rate and conditions of the global financial markets. The major challenge in the oil price is from increase of unconventional oil production especially in North America, Deep water shelf production, Bio-fuels production growth, Increase of oil production in Iraq , Iran and other countries in middle east which are going through internal strife etc. The recent fall in oil prices may be a bonus for consumers. But it is not such a blessing for those extracting oil and natural gas, EPC contractors or constructing the pipelines to move those commodities. For producers, cheaper prices mean either less profits or even losses, which leads to a slower national economic expansion. In other words, right now oil supplies are outstripping demand and causing commodity prices to fall. At the point in time they would dip below the point to where producers could profit, they most likely stop digging, hiring and expansion. Fortunately, this is not the case in India as India's energy requirement and attempts to achieve self sufficiency in energy generation ensures continued efforts by State owned players, ONGC and GSPC to continue operations. The removal of the subsidy by the Government of India (GOI) has also strengthened ONGC's ability to develop further. Likewise under the new government emphasis is being placed on OVL to increase its presence in overseas. The oil and gas sector is one of the six core industries in India. It is of strategic importance and plays a pivotal role in influencing decisions across other important spheres of the economy. The Indian economy is also showing continued growth. We expect that GDP of India growth is likely to grow faster due to "Make In India" emphasis of the Central Government. As a result, the need for oil and gas is projected to grow further, rendering the sector a fertile ground for investment. The Indian Oil & Gas Offshore market was also not particularly buoyant for us during the year as ONGC did not come out with many EPC contracts in the brown field which they had earlier planned, and also cancelled RUMP I & II tenders. This market will remain buoyant in the coming years as ONGC proposes to come out with many high value tenders in brown & green fields. Besides, to cater to the increasing demand, the Government of India has adopted several policies, including allowing 100 per cent foreign direct investment (FDI) in many segments of the sector, such as natural gas, petroleum products, and refineries, among others. The government's participation has made the oil and gas sector in the country a better target of investment. Today, it attracts both domestic and foreign investment, as attested by the presence of Reliance Industries Ltd (RIL) and Cairn India. 2.2 The year in perspective - Like the previous year, during the year under review also, the Company could not procure any new EPC contracts. There was slow down in issue of tenders for EPC contracts and also cancellation of RUMP I & II tenders by ONGC. The performance of the Company was affected to due to the above and also by the pressure on contractual rates due to increased competition. Unlike brown field projects, the Company does not have any inherent advantage in being competitive in these Greenfield projects as the advantage essentially lies with those companies who own fabrication yards, heavy lift barges or pipelay barges, none of which is owned by the Company. Despite, the disadvantages stated above, the Company actively participated in many tenders. The Management is putting its best effort to win contracts, but was not willing to win contracts on a price where incurring losses was a certainty. The current order book position of the Company is very low. 2.3 Future Prospects - The future prospects in the coming years look better and the main reasons for these are as follows: • Oil and gas still remains the main source of energy due to the effective lack of sustainable substitutes. • Global demand for liquid hydrocarbons will continue to grow. • As per information received by the Company, ONGC will be coming out with the reissue of RUMP I & II tenders and also tenders for revamp BHS, NQ RC, ICP SHW, WIS platforms etc. valuing Rs. 6000 crs to Rs. 8000 crs. A substantial portion of this investment will be made in brown field projects, where your Company has an inherent advantage as it has in-house capabilities of undertaking such EPC projects on its own. • To take advantage of new geographical markets, the investments being made in the Middle East by setting up subsidiaries jointly with local partners. The vessel Beas Dolphin is presently undergoing operations in Saudi Arabia and the Divine Dolphin is also in the Middle East. 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. • The Company has submitted tenders to ONGC worth approximately Rs. 700 crores which are currently under evaluation and has also submitted subcontract proposals to companies such as L&T and Swiber, which are also under consideration. • Having formed a JV in Saudi Arabia, we are presently pursuing projects for cable laying, repair and inspections, and for the provision of welders for fabrication. In view of the factors stated above, Management is confident that the Company will see a turnaround in the season ahead and be able to improve its performance during 2015-2016. 2.4 Business Risks and Management's assessments - 2.4.1 Increased international competition: The Indian market had witnessed a substantial increase in international competition from foreign companies in the past few years. This is likely to continue due to recent fall in oil price which has resulted in slowing down of fresh/ongoing investment in the Oil and Gas Sector internationally. The significant drawback of the EPC market, which accounts for the highest proportion of revenues for the Company, is that it is a "winner take all" market as the entire contract is awarded to the lowest bidder. Furthermore, Management expects that ONGC has floated/in the process of floating a larger number of brown field tenders and going to reissue the RUMP I & II tenders this year for which the Company will be more competitive as it has tied up on a consortium basis with other companies in this field. 2.4.2 Pressure on margins: As stated above, it will take some more time for stabilisation and firming up of rates, therefore, for the time being the margin will be under pressure. This reduction in bidding prices has to come from better efficiency in executing work as well as looking at reducing input costs and margins. Management is cognisant of this fact, and is taking steps to ensure that input costs, both direct and indirect, are reduced to the maximum extent possible while efficiency parameters are increased to ensure that the Company can be more competitive in winning contracts during the year. 2.4.3 Predominance of a single customer: During the last two decades or so, there has been a shift in the International oil and gas industry where Government owned oil and gas companies have been emerging as the single largest producer of oil and gas in most countries. Accordingly, most markets are now dominated by a single customer in that particular market, and India is no exception where ONGCL is the predominant oil and gas producer in India, especially in the shallow offshore fields. There are other players as well in the Indian market, such as Reliance, British Gas, Cairn Energy etc. However, with the exception of Reliance, most of the investments made by these companies in their offshore fields are only a small fraction of ONGC's budgets, and hence these markets continue to be dominated by ONGC. Reliance has made substantial investments in their offshore fields, however, these fields are in deepwater, and most of the assets, resources and technology required to operate in deep water are very different from the kind of technology and resources required for operating in the shallow water offshore fields (i.e. in fields with water depths of up to 200 - 300 meters). Therefore, the Company has been highly dependent on the decisions and plans of ONGC, as well as the timing and terms and conditions of their tenders. In the current year as in the past, approximately 95% of the Company's revenues are either directly or indirectly (i.e. from other companies who in turn are executing ONGC contracts) arising from ONGC. In an attempt to reduce this dependency on ONGC, the Company is trying to expand its markets geographically into the Middle East and the Far East. The Company is in the advance stage of setting up subsidiaries in Saudi Arabia and Oman jointly with local partners. As can be seen from the consolidated results of the Company, it can be seen that the Company has succeeded in its objective of reducing dependency on ONGC as almost 70% of the group revenues are from the overseas operations. 2.4.4 Contractual nature of business: Most of the Company's revenues are now earned on turnkey construction / modification contracts, where the Company is either a main contractor or a subcontractor. This has led to some fluctuations in the year to year revenues, and resultant profits, as revenues can now be recognized only when contracts are completed in total, or specifically identified milestones have been achieved as against a per diem revenue recognition that was possible under the vessel management contracts in earlier years. The order book position of the Company is also dependent on the schedule and timing of award of contracts by its clients. This problem is compounded by the fact the Company's year end is March 31, which is in the middle of the working season in Mumbai High, which ends around May 31. Further, the contracts awarded by ONGC are generally for around 12 to 24 months, although in some cases contract completion period has been 36 months. Hence, the order book position and revenue visibility is also weak, especially at year end, as most of the contracts for the new season (i.e. October to May) would be awarded just before or during the monsoon period. However, these fluctuations are only expected to be timing difference, which will even out over a period of time. These fluctuations in reported revenues and profits would not affect the overall revenue earning and profit making capacity of the Company. It may be noted that market conditions in the Middle East and Far East are different, as the oil companies in these markets tend to give contracts for longer durations and their working seasons are different from the Indian seasons. 2.5 Internal Control Systems and their adequacy - The Company has adequate internal control systems in place. With a view to monitor the Company's performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed two external firms of Chartered Accountants as Internal Auditor and Transactional Auditor. The Audit Committee of the Board considers the reports of these Internal Auditors. The Audit Committee ensures that internal control systems are adequate and working effectively. 2.6 Human Resources and Industrial Relations - The Board wishes to express its sincere appreciation to all employees in your Company for their contributions to your Company during the year. Harmonious relations continued to prevail in the organization, strengthening the well-established traditions of fairness in dealings and commitment to the future growth of employees through sustained growth of your Company. 3.0 ISO 9002 CERTIFICATION: ISO 9002 Certification has been renewed through the American Bureau of Shipping [ABS] for the following services: • Marine management of vessels • Diving and underwater engineering • Management of fabrication and offshore turnkey projects • Ship repairs The Board would like to acknowledge the efforts and dedication of all employees in implementing and maintaining the high quality standards that the Company has set for itself. 4.0 DIRECTORS AND KEY MANAGERIAL PERSONNEL: In accordance with the Articles of Association of the Company and the provisions of the Companies Act, 2013, Mr. Satpal Singh, Managing Director & CEO of the Company retire by rotation, and being eligible, seeks re-appointment. The Board of Directors in their Board Meeting held on February 04, 2015 appointed Dr. (Mrs.) Vasantha S. Bharucha as an Additional Director (Independent) for 5 years subject to approval of shareholders. Your Directors recommend the re-appointment and appointment of the above directors. Rear Admiral Kirpal Singh, Chairman; Mr. Satpal Singh, Managing Director & CEO; Mr. Navpreet Singh, Joint Managing Director & CFO and Mr. V. Surendran, Company Secretary are the Key Managerial Personnel (KMP) as per the provisions of the Companies Act, 2013. Rear Admiral Kirpal Singh, Chairman and Mr. V. Surendran, Company Secretary were already in office before the commencement of the Companies Act, 2013. Mr. Satpal Singh, Managing Director & CEO and Mr. Navpreet Singh, Joint Managing Director & CFO were appointed for 5 years w.e.f May 17, 2014 at the last Annual General Meeting held on September 18, 2014, none of the other KMP has resigned or appointed during the year under review. 5.0 NUMBER OF MEETINGS OF BOARD The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and advance notice is given to directors/ committee members to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are noted at the subsequent Board meeting and made part of the minutes of such meeting. The notice and Agenda of Board/Committee meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Mumbai. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The Board met four times in financial year 2014-2015 viz., on May 12, 2014, August 6, 2014, October 20, 2014 and February 4, 2015. The gap between any two meetings did not exceed 120 days. 6.0 COMMITTEES OF THE BOARD During the year under review, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees and also formed a Corporate Social Responsibility Committee (CSR). There are currently 7 Committees of the Board, as follows: Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report. 7.0 BOARD INDEPENDENCE The terms of the definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :- a) Mr. Sabyasachi Hajara b) Mr. Bipin R. Shah c) Mr. J. Jayaraman d) Dr. F. C. Kohli e) (Dr.) Mrs. Vasantha S. Bharucha In terms of the provisions of section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company appointed one Woman Director. 8.0 COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure I to this Report. The Executive directors of the Company will receive commission @USD 250,000/- each from Dolphin Offshore Enterprises (Mauritius) Pvt Ltd for the FY 201415 9.0 AUDITORS: The Shareholders at the M/s. Haribhakti and Co. LLP, Chartered Accountants retires as Auditors of the Company at the end of the forthcoming Annual General Meeting and are eligible for re-appointment. They are re-appointed for further period of 3 years and such appointment shall be ratified by the Members at the subsequent Annual General Meeting. Your Directors recommend the ratification of their re-appointment. 10.0 FIXED DEPOSITS: The Company has invited and accepted Fixed Deposits from the public within the meaning of Section 73 of the Companies Act, 2013. As at March 31, 2015, the Company had accepted Fixed Deposits from shareholders and others of Rs. 146.40 Lacs (2014 -Rs. 152.40 Lacs). There are no deposits that are due to have been repaid, nor any interest due, which have not been paid. 11.0 SUBSIDIARY COMPANIES: As on March 31, 2015 the Company has 2 wholly owned subsidiaries, one Indian subsidiary and one foreign subsidiary. There has been no change in the number of subsidiaries or in the nature of business of the subsidiaries, during the period under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statement of the Company and all its subsidiary companies which is forming part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary companies is also included in the Annual Report. In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.dolphinoffshore com. Further, as per fourth proviso of the said section, audited annual accounts of each of the subsidiary companies have also been placed on the website of the Company, www.dolphinosffhore.com. Shareholders interested in obtaining a copy of the audited annual accounts of the subsidiary companies may write to the Company Secretary at the Registered Office of the Company. 12.0 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company has provided loans and guarantees and made investments pursuant to Section 186 of the Companies Act, 2013, details of which are mentioned in the Annexure II. 13.0 PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval. The policy on Related Party Transactions as approved by the Board is available on the Company's website. The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure III. 14.0 MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report. 15.0 RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The above Policy has been uploaded on the website of the Company "www.dolphinoffshore.com The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors & Transactional Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee. 16.0 ENVIRONMENT, HEALTH AND SAFETY (EHS) The Company values its employees and is committed to protecting their health, safety and well-being. It therefore continues to develop and improve its arrangement for managing environment, health and safety issues. The managements vision is to see that the risks to employees' health and safety arising from work activities are effectively controlled, thereby contributing to the overall economic and social well-being of the community. The Company's Management takes its responsibilities for managing its environment, health & safety systems, policies and practices very seriously by implementing various rules and regulations laid down under Factories Act, 1948 and the Environment (Protection) Act, 1986. 17.0 CORPORATE SOCIAL RESPONSIBILITY As required under Section 135 of the Companies Act, 2013, the Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee which consists of Mr. Satpal Singh, Mr. Sabyasachi Hajara, Mr. J. Jayaraman, Vice Admiral H.S. Malhi and Mr. Navpreet Singh as its members. The CSR Committee was constituted by the Board of Directors of the Company at its meeting held on May 12, 2014. The details about the development of CSR Policy as per annexure attached to the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure IV to this Report. Since the Company does not have net profit for the last three Financial Years, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities. Accordingly, the provision of the sub-section (5) of the Section 135 of the Act will not applicable to the Company. 18.0 PARTICULARS OF EMPLOYEES Your Directors acknowledge the selfless untiring efforts, whole-hearted support and co-operation of the employees at all levels. Our industrial relations continue to be cordial. The total number of permanent employees of the Company as on 31st March, 2015, was 188 (as on 31st March, 2014: 253). 19.0 VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. 20.0 ANNUAL EVALUATION BY THE BOARD The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. 21.0 FINANCIAL YEAR Section 2(41) of the Companies Act, 2013 has defined "financial year" as the period ending March 31 for all companies and bodies corporate. 22.0 CEO & CFO CERTIFICATION Certificate from Mr. Satpal Singh, Managing Director & CEO and Mr. Navpreet Singh, Joint Managing Director & Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on May 19, 2015. A copy of the certificate on the financial statements for the financial year ended March 31, 2015 is annexed along with this Report. 23.0 SECRETARIAL AUDIT REPORT The Board of Directors of the Company has appointed Mr. V. Sundaram, Practicing Company Secretary, to conduct the Secretarial Audit and his Report on Company's Secretarial Audit is appended to this Report as Annexure V. 24.0 PARTICULARS OF REMUNERATION The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company between 10 a.m. and 12 noon on any working day of the Company up to the date of the ensuing Annual General Meeting. The other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this report as Annexure VI. 25.0 DIRECTORS' RESPONSIBILITY STATEMENT: Your Directors hereby confirm that; i. In the preparation of the annual accounts for financial year ended March 31, 2015, the applicable accounting standards have been followed. ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at March 31, 2015 and of the profit of the Company for the year ended on that date. iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. The Directors have prepared the annual accounts for financial year ended March 31, 2015. v. The directors have laid down internal financial controls to be followed by the bank and that such internal financial controls are adequate and were operating effectively. vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that systems were adequate and operating effectively. 26.0 STATUTORY DISCLOSURES The disclosures to be made under sub-section (3)(m) of the Section 134 of the Companies Act,2013 read with Rule 8 (3) of the Companies(Accounts) Rules,2014 are explained below: Conservation of energy, technology absorption and foreign exchange earnings and outgo The particulars regarding foreign exchange earnings and outgo as appear as separate items in the notes to the Accounts as these figures are not material in nature due to the poor performance of the Company. The Company is having only small workshops and engaged in short duration contract type jobs, therefore, the particulars relating to conservation of energy and technology absorption stipulated in the Companies Accounts Rule, 2014 are not much relevant to Company as it did not execute any major contracts during year under review. However, to the extent possible, the Company is using energy efficient equipments and lights for the conservation of energy. Policy on Prevention of Sexual Harassment at Workplace The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.No case has been filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the year under review. 27.0 EXTRACT OF ANNUAL RETURN Pursuant to Sub-section (3) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31, 2015 forms part of this report as Annexure VII. Transfer to Reserves The Company has made no transfers to reserves during the Financial Year 2014-2015. 28.0 CORPORATE GOVERNANCE REPORT: The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) entered into with the Stock Exchanges, form part of this Annual Report. The Chief Executive Officer's declaration regarding compliance with the Code of Business Conduct and Ethics forms part of the Report on Corporate Governance. 29.0 ACKNOWLEDGEMENTS: Your Directors wish to place on record the whole hearted co-operation which the Company has received from its Clients, Bankers, Financial institutions, and the Central and State Government authorities, shareholders, suppliers and others during the year. For DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED REAR ADMIRAL KIRPAL SINGH CHAIRMAN Place : Mumbai date : May 19, 2015 |