dolphin offshore enterprises india ltd Directors report

To

The Members

Dolphin Offshore Enterprises (India) Limited

Your Directors are pleased to present 44^th Annual Report together with the Audited Standalone Financial Statements for the financial year ended March 31, 2023.

In July 2020, the Company was admitted for Corporate Insolvency Resolution process under Insolvency and Bankruptcy Code, 2016 due to default in payment to bank borrowing or towards outstanding due to its Operational Creditor.

M/s. Deep Industries Limited had submitted a Resolution Plan through its wholly owned subsidiary M/s. Deep Onshore Services Private Limited and the same has been approved by Committee of Creditors and subsequently also approved by Honble National Company Law Tribunal, Mumbai Bench on September 29, 2022.

Presently the Company is a part of Deep Industries Group, it is Indias ‘One Stop Solution provider to the Energy sector. We carry the vision to become major contributors to Indias Gas based economy with a focus on people, environment, innovation and technology. Our mission is to maximize stakeholders value by providing efficient services to ensure sustainable growth while catering to the needs of customers, partners, employees and society at large.

Deep Industries Limited has got specialized onshore service offerings in providing Natural Gas Processing like Natural Gas Compression Services, Natural Gas Dehydration Services, CO2 Separation Services, etc. Apart from Natural Gas Processing, the company also provides Drilling Rigs Services & Workover Rigs Services and has also forayed into Integrated Project Management Services. Over three decades, Deep Industries Limited has invested a lot in technology to build a strong infrastructure and information system capabilities and has been an ‘Energy Infrastructure Equipment Solution Provider for every need of the Energy Sector including Oil and Gas field operations. The comprehensive services portfolio is well supported by skilled manpower and a wide range of equipments to be used in the industry right from Exploration & Production Services to the Mid-Stream Services while maintaining safety and quality as an integral part of the work culture.

In September 2022, the company got acquired by the current management and commenced its operations in January 2023. We learnt that opportunities do come during adverse conditions, and we envisaged a lot of synergy going forward in adding the company into our fold.

With this backdrop, the reconstituted Board of Directors presents to the Members the 44^th Annual Report of your Company, which includes the Directors Report, Audited Statement of Accounts (Standalone & Consolidated) for the financial year ended March 31, 2023.

IMPLEMENTATION OF THE RESOLUTION PLAN AND MATERIAL EVENTS DURING THE YEAR UNDER REVIEW:

The Honble National Company Law Tribunal, Mumbai Bench ("NCLT"), vide its order dated September 29, 2022, approved the Resolution Plan submitted by the Deep Industries Limited through its wholly owned subsidiary Company "Deep Onshore Services Private Limited" under Section 31 of the Insolvency and Bankruptcy Code, 2016. Being part of implementation of the Resolution Plan, the following activities have been made in the Company-

1. Change of management and constitution of new Board of directors to administer the affairs of the Company.

2. Extinguishment of entire 91,94,003 equity shares of Rs. 10/- each of erstwhile promoters and reduced 75,78,515 equity shares of Rs. 10/- each of public shareholders to 95,298 equity shares of Rs. 10/- each.

3. Allotment of 30,00,000 Equity Shares of Rs. 10/- each to the new promoters and 63,160 Equity Shares of Rs. 10/- each to Secured Financial Creditors.

Note: The Allotment of shares to Secured Financial Creditor and newly defined promoters were made by passing of Board Resolution dated March 9, 2023, however the Listing Application for listing of shares of Secured Financial Creditor and newly defined promoters is pending with BSE Limited and National Stock Exchange of India Limited.

FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with the Indian Accounting Standards (IND AS) read with rules made there under. The financial performance of the Company for the financial year ended on March 31,2023, is summarised below"

Amount in Rs. Lakhs

PARTICULARS	STANDALONE		CONSOLIDATED
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	0	0	0	0
Other Income	0	0	0	0
Total Income	0	0	0	0
Less: Total Expenses	232.64	244.32	858.08	1428.25
Profit/(Loss) before exceptional items and tax	(232.64)	(244.32)	(858.08)	(1428.25)
Exceptional items	4468.90	-	4468.90	-
Profit Before Tax	4236.26	(244.32)	3610.82	(1428.25)
Less: Tax Expenses	0	0	0	0
Profit/(Loss) for the Year	4236.26	(244.32)	3610.82	(1428.25)
Other Comprehensive Income/ (Loss) for the year	0	0	705.20	0
Total Comprehensive Income/ (Loss) for the year	4236.26	(244.32)	4316.02	(1428.25)
Earning per Equity Share (Basic and Diluted)	536.50	(1.46)	457.29	(8.52)

STATE OF COMPANYS AFFAIRS, FINANCIAL PERFORMANCE AND PROSPECTS & DEVELOPMENTS:

During the financial year under review, the Company has not achieved any Revenue from the Operations as the Company was under section 31 of the Insolvency and Bankruptcy Code, 2016 and the Company is in the process of implementation of approved resolution plan.

Pursuant to the implementation of the Resolution plan, the Board of the Company was re-constituted on December 15, 2022 by the Monitoring Committee, however the management of the Company was handed over to the new management with effect from January 02, 2023. Hence Company has not generated Revenue during the year under review and also for the previous year. The Business operations have posted Net Profit after Tax of INR 4236.26 Lakhs as against that Net loss after tax of INR 244.32 Lakhs for the previous year.

Your New Managementis expecting to achieve better results in time to come and to continue the position of market leader in coming years.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the Financial Year 2022-23, the Company has not changed its nature of business. The Company is engaged in the Business of offering comprehensive underwater services, including Air, Mixed Gas and Saturation diving services, to the Indian Offshore Oil & Gas Industry since 1979. It has since, provided these services overseas as well in places including but not limited to Vietnam, China, Malaysia and Middle East. The company has also been providing ROV services on drill ships, since 1995.

SUBSIDIARY COMPANIES AND THEIR PERFORMANCE:

As on March 31, 2023, the Company has three (3) subsidiaries namely Dolphin Offshore Enterprises (Mauritius) Private Limited, Global Dolphin Drilling Company Limited and IMPaC Oil and Gas Engineering (India) Private Limited:

The Financial performance of each of the subsidiary companies for the financial year 2022-23 are as follows:

1. Dolphin Offshore Enterprises (Mauritius) Private Limited has earned Nil revenue and total loss of Rs. 650.81 Lacs during the financial year under review as compared to the Nil revenue and total Loss of Rs. 1202.19 Lacs during the preceding financial year.

2. Global Dolphin Drilling Company Limited and IMPaC Oil and Gas Engineering (India) Private Limited: Since the Company was under Insolvency Resolution process and hence, no financial data for the companies were provided by the Resolution Professional and/or erstwhile management to the Company.

During the year under review, The Company has sold its investment in Dolphin Offshore Shipping Limited, due to which Dolphin Offshore Shipping Limited ceased to be the subsidiary of the Company.

Furthermore, during the current year your Company has sold its investments in Global Dolphin Drilling Company Limited and IMPaC Oil and Gas Engineering (India) Private Limited. Therefore, as on the date of this report your Company has only one wholly owned Subsidiary viz. Dolphin Offshore Enterprises (Mauritius) Private Limited.

With effect from March 09, 2023, Deep Onshore Services Private Limited is the Holding Company by holding 94.98% Equity stake in the Company.

Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments of subsidiaries of the Company are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS:

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. As provided under Section 129(3) of the Companies Act, 2013 and rules made there under a statement containing the salient features of the financial statement of its subsidiaries in Form AOC-1 is attached to the financial statements and hence not repeated here for the sake of brevity.

The financial statements of the subsidiary companies and related information are available for inspection by the members at the Registered Office of the Company during business hours on all working days upto the date of the Annual General Meeting as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statement may write to the Company Secretary at the Registered Office of the Company.

In accordance with Section 136 of the Act, the financial statements including the consolidated financial statement, financial statements of subsidiaries and all other documents required to be attached to this report are available on the Companys website www.dolphinoffshore.com

DIVIDEND:

Due to past losses, your Directors have not recommended any Interim Dividend as well as any final dividend for the financial year ended March 31, 2023 on Equity Shares of the Company.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to the general reserve.

DEPOSITS:

The Company has neither accepted nor renewed any deposits within the meaning of Chapter V of the Companies Act, 2013 read with the rulesmade there under. There were no unpaid or unclaimed deposit as on March 31, 2023.

CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

In line to implementation of resolution plan approved by Honble NCLT at Mumbai Bench vide its order no. IA 665 of 2022 in C.P. No. 4087 of 2018 dated September 29, 2022 and formation of new board of the Company, the erstwhile existing directors of the Company as reflected on the MCA portal, viz., Mr. Kirpal Singh (DIN- 00006062), Mr. Satpal Kirpal Singh (DIN- 00006075) and Mr. Navpreet Kirpal Singh (DIN- 00006085), was replaced with new board ofdirectors by the Monitoring Committee by inducting Mr. Dharen Shantilal Savla (DIN: 00145587) as Non- Executive Promoter Director and as a nominee of the successful Resolution Applicant(s) as per the approved Resolution Plan with effect from November 15, 2022.

Through Monitoring Agency Meeting held on December 15, 2022, Mrs. Rita Keval Shah (DIN: 06635995) and Mrs. Urmila Harsukhsingh Sisodia (DIN: 01360302) were appointed as Executive Promoter Director of the Company with immediate effect.

Furthermore, Mrs. Shaily Jatin Dedhia (DIN: 08853685), Mr. Rohan Ketanbhai Sanghvi (DIN: 09811873) and Mrs. Soniya Mahesh Gadhvi (DIN: 08242519) were appointed as the Non-Executive Independent Director of the Company with effect from December 15, 2022.

The board of directors has recommended the appointment of all the directors in the ensuing annual general meeting to the members for their approval.

Further, Mrs. Rita Keval Shah (DIN: 06635995) has been appointedas Managing Director for a period of three (3) year w.e.f March 9, 2023, subject to approval of members inensuing general meeting.

In the opinion of the Board of your Company, all directors are personsof integrity and possesses relevant expertise and experience and they fulfill the conditions specified in the Companies Act, 2013 and the Listing Regulations, for such an appointment.

Directors Retire by Rotation:

Since, as a part of the implementation of the Resolution Plan, the erstwhile board of directors of the Company were replaced with new board of directors as additional directors with effect from December 15, 2022, no director will retire by rotation at the ensuing annual general meeting of the Company pursuant to Section 152 and other applicable provisions of the Companies Act, 2013.

Independent Directors:

The terms and conditions of appointment of Independent Directors are in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also as per the provisions of the Companies Act, 2013 ("Act") read with Schedule IV to the Act.

As stated above, board has been re-constituted by being appointed as a Director of the Company in Monitoring Agency meeting held on December 15, 2023. Mrs. Shaily Jatin Dedhia, Mr. Rohan Ketanbhai Sanghvi and Mrs. Soniya Mahesh Gadhvi has been appointed on December 15, 2023 as an Independent Director, not liable to retire by rotation, for a term of five (5) consecutive years with effect from their date of appointment, subject to Confirmation of members in the ensuing annual general meeting.

Hence, as on March 31, 2023 there were 3 (Three) Independent Directors on the Board of the Company including 2 (Two) women Independent Director.

Declarations by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority.

In terms of Regulation 25(8) of SEBI (LODR) Regulations, 2015 the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impact or impair their ability to discharge their duties with an objective independent judgement and without any external influence.

All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ("IICA").

Familiarization Programme for Independent Directors:

In compliance with the requirements of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the Company has put in place a Familiarization Programme for the Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarization Program are available on the website of the Company at www.dolphinoffshore.com.

Key Managerial Personnel:

• Ms. Jaya Lahoti was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors on April 10, 2023 with immediate effect.

• Mr. Divyesh Shah, was appointed as the Chief Financial Officer of the Company by the Board of Directors on May 02, 2023 with immediate effect.

• Ms. Jaya Lahoti resigned from the office of Company Secretary and Compliance Officer of the company w.e.f July 29, 2023.

• Ms. Krena Khamar was appointed as the Company Secretary and Compliance Officer of the company by the Board of Directors on July 29, 2023 with effect from July 30, 2023.

Your Company has following key managerial personnel as on date-

• Mrs. Rita Keval Shah, Managing Director

• Mr. Divyesh Shah, Chief Financial Officer

• Ms. Krena Khamar, Company Secretary and Compliance Office

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As per section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors of the Company were suspended during the CIRP with effect from July 16, 2020 and such powers were vested with the Resolution Professional. As a part of the implementation of the Resolution Plan approved by the Honble NCLT vide its order dated September 29, 2022, the erstwhile board of directors of the Company were replaced by the new board of directors with effect from December 15, 2022. Therefore, the evaluation of the performance of the Board of Directors and of its Committees and individual Directors were not undertaken during the financial year 2022-23.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY:

A Nomination and Remuneration Policy has been formulated pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is available on the website of the Company at www.dolphinoffshore.com.

PARTICULARS OF EMPLOYEES:

None of the employees are in receipt of the remuneration as set out under the Companies Act, 2013 and read with Rules made there under and as such the statement as required under the Companies Act, 2013 is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-A which forms part of this report.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

New management has also undertook to comply with applicable laws which were pending for compliance during CIRP period or till re-constitution of Board. Newly constituted board has devised the proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by the employees and to maintain the highest ethical standards of dealing in the Companys Shares. The Code is also available on the website of the Company www.dolphinoffshore.com.

The Company has adopted the amended Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulation, 2015 (as amended). The same has been filed with the BSE Limited and also uploaded on the website of the Company.

COMMITTEES OF THE BOARD:

As on March 31, 2023, the Board of Directors has following committees:

a. Audit Committee.

b. Nomination and Remuneration Committee.

c. Stakeholders Relationship Committee.

Audit Committee

The Company has constituted Audit Committee in compliance with the provisions of the Companies Act, 2013 read with the rules framed there under and Regulation 18 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members, composition are provided in the report of Corporate Governance, which forms a part of this report.

As on March 31, 2023, the composition of Audit Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Sonia Mahesh Gadhvi	Chairman	Non-Executive -Independent Director
Mrs. Shaily Jatin Dedhia	Member	Non-Executive -Independent Director
Mr. Rohan Ketanbhai Sanghvi	Member	Non-Executive-Independent Director
Mr. Dharen Shantilal Savla	Member	Non-Executive - Non Independent Director

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance with the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members, composition are provided in the report of Corporate Governance, which forms a part of this report.

As on March 31, 2023, the composition of Nomination and Remuneration Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Sonia Mahesh Gadhvi	Chairman	Non-Executive-Independent Director
Mr. Rohan Ketanbhai Sanghvi	Member	Non-Executive-Independent Director
Mr. Dharen Shantilal Savla	Member	Non-Executive and Non-Independent Director

Stakeholders relationship Committee.

The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to the number of the meeting held, attendance of the meeting by the committee members, composition are provided in the report of Corporate Governance, which forms a part of this report.

As on March 31, 2023, the composition of Stakeholders relationship Committee is as follows:

Name	Designation	Nature of Directorship
Mrs. Sonia Mahesh Gadhvi	Chairman	Non-Executive-Independent Director
Mrs. Rita Keval Shah	Member	Executive Director
Mr. Dharen Shantilal Savla	Member	Non-Executive and Non-Independent Director

NUMBER OF MEETINGS OF THE BOARD:

As mentioned above, the Resolution Plan approved by Honble NCLT under section 31 of the Insolvency and Bankruptcy Code, 2016 was implemented in the Company. The Resolution Plan was approved by Honble NCLT, Mumbai on September 29, 2022. Pursuant to the implementation of the Resolution plan, Board of the Company has been re-constituted on December 15, 2022 by the monitoring agency. Hence, during the year, 3 (Three) meetings of Board of Directors were held on 14/02/2023, 09/03/2023 and 30/03/2023. The details of composition, the number of meeting of Board of Directors and its Committees, held during the financial year indicating the number of meetings attended by each director is given in the Corporate Governance Report which forms a part of this report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS:

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, 1(One) separate meetings of the Independent Directors were held during financial year 2022-23. Further details are mentioned in the Report of Corporate Governance, which forms a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

Members may kindly note that the directors of the reconstituted board have been appointed in Monitoring Agency meeting held on December 15, 2022 and before that, Resolution professional and Monitoring agency was entrusted with responsibilities for the management of the affairs of the company during the CIRP till the reconstitution of board.

As pointed out above, the reconstituted Board of Directors have been in office only since December 15, 2022. The reconstituted Board is submitting this report in compliance with the Act and Listing Regulations and the Directors, as on date, are not to be considered responsible for the fiduciary duties discharged with respect to the oversight on financial and operational health of the Company and performance of the management for the period prior to December 15, 2022.

Accordingly, as required under section 134(3) (c) read with section 134 (5) of the Act, the board of directors, based on the knowledge/ information gained by them about the actions of the resolution professional/ Monitoring Agency (i.e. who were entrusted with and responsible for the management of the affairs of the Company prior to the December 15, 2022) and the affairs of the Company in a limited period of time, from the records of the Company, state that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2023, the applicable accounting standards, have been followed and there are no material departures from the same;

(b) 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 your Company as at March 31, 2023 and of the profit and loss statement of the Company for the financial year ended March 31, 2023;

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

SHARE CAPITAL:

Pursuant to resolution plan submitted by Deep Industries Limited, through its Wholly Owned Subsidiary and duly approved by Honble NCLT, Mumbai Bench vide its order no. IA 665 of 2022 in C.P. No. 4087 of 2018 dated September 29, 2022 following corporate action has been executed

1. Extinguishment of 91,94,003 equity shares of Rs. 10 each held by erstwhile promoters of the Company.

2. Issuance of 1 (One) Fully Paid Up Equity Share of Rs. 10 each to every public shareholder in lieu of every 80 (Eighty) Equity Share held by them on Record Date i.e February 24, 2023 with shareholders having fraction of more than or equal to 0.50 being allotted additional 1 (One) share in order to ensure that the public shareholding is reduced to 5% of the total shareholding, which lead to Issued, Subscribed and Paid Up Share Capital 95,298 Equity Shares of 10 each.

3. Allotment of 63,160 paid up Equity Shares of Rs. 10 each, to Secured Financial Creditor i.e. State Bank of India (50,813 Equity Shares) and Canara Bank (12,347 Equity Shares) for consideration other than cash and 30,00,000 Equity Shares of Rs. 10 each at par to newly defined Promoters, being part of Resolution Plan.

As on March 31, 2023, the Share Capital structure of the Company stood as follows:

Particulars	No of Shares	Amount
Authorized Share Capital
Equity Shares of Rs. 10/- each	2,50,00,000	25,00,00,000
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	0	0
Total	2,50,00,000	25,00,00,000
Issued, Subscribed and Paid up Share Capital
Equity Shares of Rs. 10/- each	31,58,458	3,15,84,580
Zero Coupon Redeemable Preference Shares of Rs. 100/- each	0	0
Total	31,58,458	3,15,84,580

SUSPENSION OF TRADING OF SHARES

The equity shares of the Company were suspended from trading on BSE Limited and National Stock Exchange of India Limited during the period from November 04, 2019 due to suspension and penal reasons. Post reduction of share capital as per approved Resolution plan, the equity shares were admitted to dealings on the exchange with effect from August 21,2023.

ANNUAL RETURN OF THE COMPANY

The copy of the Annual Return of the Company as provided under sub-section (3) of section 92 of the Companies Act, 2013 is available on the weblink- www.dolphinoffshore.com

DEPOSITORY SYSTEM:

The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except transmission and transposition, of securities shall be carried out in dematerialized form only. In view of the numerous advantages offered by the Depository system as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

PUBLIC DEPOSITS:

The Company has not accepted any public deposits nor any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended.

The Company has received declarations from its Directors that all the Loans extended/to be extended by them to the Company are their owned funds only and not borrowed from any person or entity.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

Except otherwise stated herein in this Report and subject to the ongoing implementation of the approved resolution plan as per IBC, 2016, there are no material changes and commitment affecting financial position of the Company from the end of Financial Year March 31, 2023, and till the date of this Report.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS:

All contracts/arrangement/transactions entered into by the Company with Related Parties during the Financial Year were placed before the audit committee for their approval and Board of Directors for their information. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The transactions entered into pursuant to omnibus approval granted were placed before the Audit Committee and Board of Directors on quarterly basis.

All contracts/arrangements/transactions, entered into by the Company with its related parties, were in the ordinary course of business and on arms length basis. No material contracts or arrangements with related parties within the purview of Section 188(1) of the Act were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC -2 is not required.

The requisite disclosure as per IND-AS in relation to related party transaction are provided in the notes to the financial statements forming part of this report.

The policy of Related Party Transaction (RPT) is available on the website of Company and weblink of the same is http:// www.dolphinoffshore.com.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

The Company has disclosed the full particulars of the loans given, investments made or guarantees given or security provided as required under section 186 of the Companies Act, 2013, Regulation 34(3) and Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, if any in Notes forming part of the financial statements.

RISK MANAGEMENT:

The Company manages, and monitors on the principal risks and uncertainties that can impact its ability to achieve its objectives. At present the company has not identified any element of risk which may threaten the existence of the company. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Company promotes ethical behavior in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of the Listing Regulations. The Vigil Mechanism provides adequate safeguards against victimization of persons who use such mechanism and provided direct access to the Chairperson of the Audit Committee.

The Whistle Blower Policy has been appropriately communicated within the Company and has also been posted on the Website of the Company www.dolphinoffshore.com.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135(5) of the Companies Act, 2013 (the Act) read with Rule 2(1)(f) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company is required to spend at least 2% of the average net profits (determined under section 198 of the Companies Act, 2013) made during the immediately three financial years towards CSR Expenditure. However, since the company does not fall under the threshold limits prescribed for the applicability of CSR obligation under section 135 of the Companies act 2013, the Company is not required to constitute a Corporate Social Responsibility Committeeand also not required to spend any amount on CSR activities for Financial Year 2022-23. Hence forth the disclosure required under Section 135 of the Companies Act, 2013 read with the rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not appended to this report.

AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s Kavita Birla & Co. Chartered Accountants, was appointed as the Statutory Auditors of the Company for the financial year 2020-21 and 2021-22 at the 43^rd Annual General Meeting of the Company duly held on September 22, 2022.

Further, at the Meeting of the Monitoring Committee duly held on October 11, 2022, M/s Kavita Birla & Co. Chartered Accountants were requested to continue their position till new auditor is proposed and appointed by the new Board of Directors.

Furthermore, M/s Kavita Birla & Co. Chartered Accountants have tendered their resignation vide letter dated February 28, 2023 from position of the Statutory Auditor of the Company with immediate effect and the Company has submitted intimation to Stock Exchanges for Resignation of Auditors.

The Board has filled casual vacancy for financial year 2022-23 caused due to resignation of M/s Kavita Birla & Co, Chartered Accountants from position of Statutory Auditors of the Company by appointing M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W), as Statutory Auditors of the Company and subject to approval of Shareholders at ensuing 44^th Annual General Meeting. In pursuance to the recommendation received from Audit Committee of the Company, the Board has also recommended appointment of M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W) for period of 5 years from conclusion of 44^th Annual General Meeting.

M/s Mahendra N. Shah & Co., Chartered Accountant (Firm Registration No 105775W) have submitted their consent to act as the Statutory Auditors of the Company along with their eligibility letter confirming that they are eligible for appointment as a Statutory Auditors of the Company and have not been disqualified in any manner from continuing as Statutory Auditors and their appointment meets the requirement of Section 141 of the Companies Act, 2013. The remuneration payable to the Statutory Auditor shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditors Report for Financial Year ended March 31, 2023 forms part of the Integrated Annual Report and with following qualification, reservation or adverse remarks:

i). The consolidated financial results as required by IND AS 110, issued by ICAI, and provisions of the Companies Act, 2013 with respect to the subsidiary - Global Dolphin Drilling Company Limited and Joint Venture- IMPaC Oil and Gas Engineering (India) Private Limited could not be prepared, due to non- availability of financial data for the same from the Resolution Professional and the effective charge and control of the Company was handed over only in the last quarter of the current year.

Cost Audit:

During the year under review, maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.

Internal Auditor:

The Company had appointed M/s M G P & Associates, Chartered Accountants (FRN: 140164W) as an Internal Auditor of the Company at their meeting held on March 9, 2023 for Financial Year 2022-2023.

The Internal Audit Reports for Financial Year ended March 31,2023 does not contain any qualification, reservation or adverse remarks.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s R. K CHOKSI & CO to conduct the Secretarial Audit of your Company for the Financial Year 2022-2023. The Secretarial Audit Report is annexed herewith as "Annexure - [B]" to this Report.

Qualifications, reservation or adverse remark made in the Secretarial Audit Report;

1. No intimation of Closure of Trading Window pursuant to SEBI (PIT) Regulations, 2015 was given to the Stock Exchanges for the Quarter ended on March 31, 2022, 30^th June, 2022, 30^th September, 2022.

2. Compliance Certificate under Reg. 7(3) of SEBI Listing Regulations 2015 (LODR) was not submitted to the Stock Exchanges for the period ended on 31st March, 2022

3. Non-Submission of Statement of Investor grievances/Complaints under Reg. 13(3) of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

4. Non-Submission of Corporate Governance Report under Reg. 27(2) of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

5. Non-Submission of Shareholding Pattern under Reg. 31 of SEBI Listing Regulations 2015 (LODR) was not submitted to the Stock Exchanges for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

6. No Prior intimation of Board Meeting including the Board Meeting for Approval of Financial Results and others under Reg. 29 of SEBI Listing Regulations 2015 (LODR) was given to the Stock Exchanges during the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

7. Non Submission of Disclosure of Outcome of Board Meeting including the Board Meeting for Approval of Financial Results and others under Reg. 30 of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges during the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022.

8. Non Submission of Financial Results for the Quarter and year ended on 31^st March, 2022, Quarter Ended 30^th June, 2022 and Quarter and Half year ended on 30^th September, 2022 under Reg. 33 of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges.

9. Non Submission of Annual Report for the year ended on 31^st March, 2022 under Reg. 34 of SEBI Listing Regulations 2015 (LODR) to the Stock Exchanges.

10. Non Submission of the Certificate for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022 to be obtained from RTA under Reg. 74(5) SEBI (Depositories and Participants) Regulations, 2018 to the Stock Exchanges.

11. Non Submission of the Report of Reconciliation of Share Capital Audit for the Quarter ended on 31st March, 2022, 30^th June, 2022, 30^th September, 2022 under Reg. 76 SEBI (Depositories and Participants) Regulations, 2018 to the Stock Exchanges.

12. Company has not paid Annual Listing fees under Reg. 14 of SEBI Listing Regulations 2015 (LODR).

13. Non Submission of Annual Secretarial Compliance Report for the Year ended on 31^St March, 2022 under Reg. 24A of SEBI Listing Regulations 2015 (LODR).

14. Non Submission of Certificate from PCS under Reg. 40(9) of SEBI Listing Regulations 2015 (LODR) for the year ended on 31^st March, 2022

15. Non Compliance of Reg. 47 of SEBI Listing Regulations 2015 (LODR) For the Period between March-2022 to December- 2022.

16. Non Submission of Annual Disclosure of Large Corporate for the year ended on 31^st March, 2022.

17. Non Compliance of Reg. 3(5) & 3(6) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

18. The Company is not in compliances in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries of India (ICSI).

19. Company Policies are not in conformity with SEBI Regulations and have not been reviewed & updated on time, as per the regulations/circulars/guidelines issued by SEBI.

20. BSE & NSE has suspended the Company due to Penal reasons & Suspended due to Procedural reasons.

EXPLANATION ON AUDITORS REPORT:

Managements reply to the observations made by Statutory Auditor:

Dolphin Offshore Enterprises (India) Limited was acquired as per Resolution Plan approved by the Honble National Company Law Tribunal (NCLT) vide Order dated September 29, 2022 and the effective charge and control of the Company has been handed over to the current management w.e.f. January 02, 2023. Required financial data for the above mentioned subsidiary and joint venture companies were not provided by the Resolution Professional and/or erstwhile management. In view of the above, it was not possible to prepare consolidated financial statements as required by Ind AS 110 issued by ICAI, and other provisions of Companies Act, 2013.

Managements reply to the observations made by Secretarial Auditor:

The Company under IBC till September 29, 2022 and the new management was appointed from December 15, 2022. However as per the control defining in the resolution plan the actual control of the company was given to the new management on January 02, 2023, therefore the compliances were supposed to be made from March 2023 onwards. However, in good compliance the company made the compliances for December 2022 quarter also as far as possible by the new management.

Also, the Suspension of the securities on BSE and NSE has been revoked w.e.f August 21, 2023.

FRAUDS REPORTED BY AUDITORS:

No frauds are reported by the Auditors which fall under the purview of sub section (12) of Section 143 of the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 is appended as [Annexure- C] to this Report.

INTERNAL FINANCIAL CONTROL SYSTEM AND THIER ADEQUACY:

During the year under review, your Company was under the CIRP Process until September 29, 2022 and a resolution professional appointed by the NCLT has managed the Companys operations as going concern. A new management was appointed on December 15, 202. The new management has on best effort basis and considering the complexity of the operations, including challenges in implementing the Resolution Plan, put in place a framework for Internal Financial Controls. In the judgement of the Board, the said controls seem to be adequate, under the given circumstances.

CORPORATE GOVERNANCE:

As required under Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a report on Corporate Governance for the financial year ended March 31, 2023 along with Certificate from Practicing Company Secretary confirming compliance of conditions of Corporate Governance is annexed herewith as [Annexure - D] which forms part of this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to create a healthy & conductive working environment that enables women employees to work without fear of prejudice, gender and sexual harassment and/or any such orientation in implicit or explicit form. The Company considers sexual harassment as a gross misconduct.

During the year under review there was only one female employee employed in the Company and she had also resigned from the services of the Company. The Company had organized an awareness programme to spread the awareness of this Act. Through this, the Company seeks to provide protection to its women employees against sexual harassment at work place and thereby provide mechanism for redressal of complaints relating to matters connected therewith or incidental thereto.

The following is a summary of sexual harassment complaints received, disposed off and pending at the end of the year.

(a) Number of complaints filed during the financial year :	Nil
(b) Number of complaints disposed of during the financial year :	Not Applicable
(c) Number of complaints pending as on end of the financial year:	Nil

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There have been no significant nor material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations except for the Orders passed by the Honble NCLT, Mumbai bench, dated September 29, 2022 in relation to the approval of the resolution Plan under Regulation 31 of the Insolvency and Bankruptcy Code 2016.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange and on the Bombay Stock Exchange Limited (BSE). The listing fee for the year 2022-23 and 2023-24 has already been paid to the both the exchange(s).

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no such events/ transactions on these items during the year under review:

a. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees.

b. Issue of sweat equity shares.

c. Issue of equity shares with differential rights as dividend, voting or otherwise.

d. Issue of employee stock options scheme.

e. Acquisition of Dolphin Offshore Enterpries (India) Limited by Deep Industries Limited through its wholly owned Subsidiary Deep onshore Services Private Limited vide Honble National Company Law Tribunal, Mumbai Bench ("NCLT") order dated September 29, 2022

f. There has been no instance of valuation done for settlement or for taking loan from the Banks or Financial Institutions.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review.

Our Directors also take this opportunity to place on record the co-operation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.

By order of the Board of Directors For Dolphin Offshore Enterprises (India) Limited

	Dharen Shantilal Savla
Date 29thJuly, 2023	Chairman & Non Executive Director
Place Mumbai	DIN -00145587