Dolphin Offshore Enterprises (I)

We have audited the attached Balance Sheet of Dolphin Offshore
 Enterprises (India) Limited (‘the Company’) as at 31st March 2009 and
 also the Profit and Loss Account and the Cash Flow Statement of the
 Company for the year ended on that date, annexed thereto. These
 financial statements are the responsibility of the Company’s
 management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatements. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by the management, as well as evaluating the overall financial
 statement presentation. We believe that our audit provides a reasonable
 basis for our opinion.
 
 I.  As required by the Companies (Auditors’ Report) Order, 2003 as
 amended by the Companies (Auditors’ Report) (Amendment) Order, 2004
 issued by the Central Government in terms of Section 227 (4A) of the
 Companies Act 1956, and on the basis of such checks of the books and
 records as we considered appropriate and according to the information
 and explanations given to us, we annex hereto a statement on the
 matters specified in paragraphs 4 and 5 of the said Order, to the
 extent applicable to the Company.
 
 II.  Further to our comments in the Annexure referred to in paragraph I
 above, we report that:
 
 (a) We have obtained all the information and explanations which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 (b) In our opinion, proper books of account as required by law have
 been kept by the Company so far as appears from our examination of
 those books;
 
 (c) The Balance Sheet, the Profit and Loss Account and Cash Flow
 Statement dealt with by this Report are in agreement with the books of
 account;
 
 (d) In our opinion, the Balance Sheet , Profit and Loss Account and
 Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956 to the extent they are applicable to the
 Company;
 
 (e) On the basis of the written representations received from the
 directors of the Company as on 31st March 2009, and taken on record by
 the Board of Directors of the Company, we report that none of the
 directors is disqualified as on 31st March 2009 from being appointed as
 a director in terms of clause (g) of sub-section (1) of Section 274 of
 the Companies Act, 1956;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956 in the manner so required and also
 give a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (i) In the case of the Balance Sheet, of the state of affairs of the
 Company as at 31st March, 2009;
 
 (ii) In the case of the Profit and Loss Account, of the profit of the
 Company for the year ended on that date; and
 
 (iii) In the case of the Cash Flow Statement, of the cash flows of the
 Company for the year ended on that date.
 
 ANNEXURE to the Auditors’ Report
 
 The annexure referred to in Paragraph I of the Auditors’ Report to the
 members of Dolphin Offshore Enterprises (India) Limited (the Company)
 for the year ended 31st March 2009. We report that:
 
 Fixed Assets:
 
 1.  The Company has maintained proper records showing full particulars
 including quantitative details and situation of fixed assets.
 
 2.  We have been informed that fixed assets have been physically
 verified by the management during the year and discrepancies noticed
 upon such verification, which were not material, have been properly
 dealt with in the books of accounts.
 
 3.  Based on the information and explanation given by the management
 and on the basis of audit procedures performed by us, we are of the
 opinion that the Company has not disposed off substantial part of its
 fixed assets during the year.
 
 Loans and Advances:
 
 4.  According to the information and explanations provided to us by the
 management, the Company has granted unsecured interest free loan to a
 Company covered in the Register maintained under Section 301 of the
 Companies Act, 1956. The maximum balance and year end balance in
 respect of such loan is Rs. 56,00.70 lakhs.
 
 5.  In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions on
 which loan has been granted to Company covered in the Register
 maintained under Section 301 of the Companies Act, 1956 are not
 prejudicial to the interest of the Company.
 
 6.  According to the information and explanations provided to us by the
 management, no repayment of principal is due during the year in respect
 of the aforesaid loan.
 
 7.  According to the information and explanations provided to us by the
 management, the Company has taken unsecured loan from twelve parties
 covered in the Register maintained under Section 301 of the Companies
 Act, 1956. The maximum balance and year end balance in respect of such
 loans are Rs. 292.25 lakhs and Rs. 150.15 lakhs respectively.
 
 8.  In our opinion and according to the information and explanations
 given to us, the rate of interest and other terms and conditions on
 which loans have been taken from parties covered in the Register
 maintained under Section 301 of the Companies Act, 1956 are not
 prejudicial to the interest of the Company.
 
 9.  According to the information and explanations provided to us by the
 management, the Company has been regular in the repayment of principal
 and interest thereon, wherever applicable.
 
 Internal Controls:
 
 10.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business with regard
 to purchase of fixed assets, and for the services rendered. Further, on
 the basis of our examination, and according to the information and
 explanations given to us, we have neither come across nor we have been
 informed of any instances of major weaknesses in the aforesaid internal
 control system.  Contracts or Arrangements referred to in Section 301
 of the Companies Act, 1956:
 
 11. To the best of our information and according to the information and
 explanations provided to us by the management, the particulars of
 contracts or arrangements referred to in Section 301 of the Companies
 Act, 1956 have been entered in the Register required to be maintained
 under that Section.
 
 12.  According to the information and explanations provided to us by
 the management, the transactions made in pursuance of contracts or
 arrangements entered in the Register maintained under Section 301 of
 the Companies Act, 1956 and exceeding the value of rupees five lakhs in
 respect of any party during the year have been made at prices which are
 reasonable having regard to the prevailing market prices at the
 relevant time.
 
 Public Deposits:
 
 13.  The Company has accepted deposits from the public. The directives
 issued by the Reserve Bank of India and the provisions of sections 58A,
 58AA or any other relevant provisions of the Act and the rules framed
 there under, where applicable, have been complied with. According to
 the information and explanations provided to us by the management,
 Company Law Board, National Company Law Tribunal, Reserve Bank of
 India, any Court and any other Tribunal has not passed any order.
 
 Internal Audit:
 
 14.  In our opinion, the Company has an adequate internal audit system
 commensurate with its size and nature of its business.
 
 Statutory Dues:
 
 15. According to the books and records of the Company as produced and
 examined by us and according to the information and explanations
 provided to us, the Company is generally regular in depositing
 undisputed statutory dues including Provident Fund, Investor Education
 and Protection Fund, Employees State Insurance, Wealth Tax, Custom Duty
 and any other statutory dues with the appropriate authorities.
 
 16.  According to the information and explanations provided to us, no
 undisputed amounts payable in respect of Provident Fund, Investor
 Education and Protection Fund, Employees State Insurance, Income Tax,
 Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, cess and
 any other statutory dues were outstanding as at 31st March 2009 for a
 period of more than six months from the date they became payable.
 
 17.  According to the information and explanations provided to us,
 there are no dues of Income Tax, Sales Tax, Wealth Tax, Service Tax,
 Custom Duty, Excise Duty or cess which have not been deposited on
 account of any dispute except income tax dues of Rs 13.82 lakhs for
 which appeal is pending before Income Tax Appellate Tribunal [ITAT] and
 income tax dues of Rs.24.94 lakhs for which appeal is pending before
 Commissioner of Income Tax (Appeals).
 
 Potentially Sick Company:
 
 18. There are no accumulated losses as at 31st March 2009. The Company
 has not incurred any cash losses during the financial year covered by
 our audit and in the immediately preceding financial year.
 
 Repayment of Dues:
 
 19.  Based on our audit procedures and according to the information and
 explanations provided to us by the management, the Company has not
 defaulted in repayment of dues to banks, financial institution, or
 debentureholders.
 
 Guarantees Given:
 
 20.  According to the information and explanations provided to us, the
 Company has given guarantee for loan taken by its wholly owned
 subsidiary from bank. According to the information and explanations
 provided to us, the terms and conditions of the above guarantee are not
 prejudicial to the interest of the Company.
 
 Term Loans:
 
 21.  According to the records of the Company and according to the
 information and explanations provided to us, the term loans have been
 applied for the purpose for which the loans were obtained.
 
 Sources and Application of Funds:
 
 22.  On the basis of review of utilization of funds, which is based on
 an overall examination of the Balance Sheet of the Company and related
 information as made available to us and as represented to us by the
 management, funds raised on short-term basis have not been used for
 long-term investment.
 
 Security or charge in respect of debentures issued:
 
 23.  The Company has not issued any secured debentures during the year.
 End use of moneys raised by public issues:
 
 24.  The Company has not raised any money by public issue during the
 year.
 
 Fraud:
 
 25.  Based upon the audit procedures performed and the information and
 explanations provided to us by the management, we report that no fraud
 on or by the Company has been noticed or reported during the course of
 our audit.
 
 Other Clauses:
 
 26.  The following clauses of the Companies (Auditors’ Report) Order,
 2003 are not applicable to the Company and hence the same are not
 reported upon:
 
 Clause (ii), Clause (viii), Clause (xii), Clause (xiii), Clause (xiv) &
 Clause (xviii)
 
 
                                              For HARIBHAKTI & CO.,
                                            Chartered Accountants
 
                                                     CHETAN DESAI
 Place: Mumbai                                            Partner
 Date : May 14, 2009                       Membership No. : 17000