To THE MEMBERS OF DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
 
 The Directors have great pleasure in presenting the Thirty Third
 Annual Report on the business and operations of the Company, together
 with the audited financial statements for the year ended March 31,
 2012.
 
 1.0 AUDITED FINANCIAL STATEMENTS:
 
 1.1 Summarised Audited Financial Results -
  
                                           (Amounts in Lacs 
                                            of Indian Rupees except EPS)
 
                                 2011-12      2010-11      Variation
                                                           year on 
                                                           year (%)
 
 Revenues                      1,74,98.31     276,76.06     (36.77)
 
 Gross operating profit          33,84.62       5745.41     (41.09)
 
 Net operating profit            12,43.65       3043.92     (59.14)
 Profit before interest
 and depreciation                40,75.25      47,58.92     (14.37)
 
 Profit before tax               21,74.66      32,41.57     (32.91)
 
 Net profit after tax            15,26.40      22,41.69     (31.91)
 
 Earnings per share
 
 -    Basic (Rs.)                    9.10         13.90     (34.53)
 
 -    Diluted (Rs.)                  9.10         13.90     (34.53)
 
 During the year, the Company did not execute any major EPC contract,
 and hence the turnover and resultant profits have reduced in comparison
 with the previous year. The reasons for the Company not winning any EPC
 contracts during the year have been discussed in Section 2.2 of this
 Report. During the year under review, applications for Duty Credit
 Entitlement of Rs.14.30 Crores has been submitted.
 
 1.2 Dividend -
 
 For the year 2011-12, the Board of Directors has recommended a dividend
 of Rs.1.50 (2011: Rs. 1.50) per equity share of Rs.10.00 each, which
 will result in a total outlay of Rs. 2.51 Crores (2011: Rs. 2.51
 Crores) towards dividend.This year the Company has not made any
 provision for Dividend Distribution Tax amounting to Rs. 0.41 crores as
 Dolphin Offshore Shipping Limited (Wholly owned subsidiary Company)
 have paid Dividend Distribution Tax to the treasury computed on the
 dividend paid by Dolphin Offshore Shipping Limited to the Company,
 which would be set-off against the Dividend Distribution Tax payable by
 the Company.
 
 1.3 Matters Arising Out Of The Auditors'' Report -
 
 The Auditors have qualified their report under the Note with regard to
 the non provision of liquidated damages of Rs. 28.30 Crores (2011: Rs.
 23.89 Crores) on execution of its EPC contracts.
 
 There was an increase in the scope of work in respect of two EPC
 contracts that were executed during the year which resulted in delays
 not attributable to the Company and the recovery of standby charges.
 The Company has submitted its application for extension of contractual
 completion date to its clients along with its claims towards standby
 and extra work done. These proposals are yet to be reviewed by the
 clients. In the given circumstances, the management opines that these
 matters will be settled in favour of the Company.
 
 3.0 DUTY CREDIT ENTITLEMENT:
 
 As a result of its foreign exchange earnings, the Company is entitled
 to receive Duty Credit Entitlement certificates equal to 10% of its
 foreign exchange earnings or deemed export earnings.  During the
 financial year, the Company has submitted applications for issue of
 Duty Credit Entitlement certificates worth Rs. 14.30 Crores (2011: Rs
 35.53 Crores).
 
 Due to its high foreign exchange / deemed export earnings; the Company
 has been awarded the status of Trading House for a period of five
 years ending in April 2014. This recognition by the Directorate General
 of Foreign Trade will in ease procedural requirements for imports and
 exports.
 
 These certificates, which are awarded to actual users, can be used in
 lieu of payment of customs duty and / or excise duties on the import of
 capital goods, spares and consumables that the Company may require in
 the normal course of its business.
 
 As a result of this entitlement, the Company will be able to reduce it
 capital and operating expenditure and this in turn will enable The
 Company to be more competitive.
 
 4.0 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.
 
 5.0 DIRECTORS:
 
 5.1 Directors retiring by rotation -
 
 During the year under review, Mrs. Manjit Kirpal Singh, Mr. Robert D.
 Petty and Mr. Bipin R. Shah are due to retire by rotation, and being
 eligible, offer themselves for re-appointment. Your Directors recommend
 their reappointment. Board of Directors in their meeting held on May
 14, 2012 appointed Vice Admiral Harisimran Singh Malhi as an Additional
 Director of the Company and also Whole Time Director designated as
 Executive Director (Special Projects) of the Company subject to
 approval of shareholders.
 
 6.0 AUDITORS:
 
 M/s. Haribhakti and Co retires as Auditors of the Company at the end of
 the forthcoming Annual General Meeting and are eligible for re-
 appointment. Your Directors recommend their re- appointment.
 
 7.0 FIXED DEPOSITS:
 
 The Company has not invited and accepted any Fixed Deposits from the
 public within the meaning of Section 58A of the Companies Act, 1956. As
 at March 31, 2012, the Company had accepted Fixed Deposits from
 shareholders and others of Rs. 93.4 Lacs (2011 - Rs 104 Lacs). There
 are no deposits that are due to have been repaid, nor any interest due,
 which have not been paid.
 
 8.0 SUBSIDIARY COMPANIES:
 
 In terms of the general exemption granted by the Ministry of Corporate
 Affairs vide their General Circular No: 2/2011 dated February 08, 2011
 under section 212(8) of the Companies Act, 1956, a summarized statement
 of financial data on the subsidiaries of the Company has been enclosed
 with this Annual Report in lieu of the audited financial statements.
 However, any member who is interested in obtaining copies of the
 audited financial statements of the subsidiaries may contact the
 Company Secretary.
 
 The Consolidated Financial Statements of The Company and its
 subsidiaries, prepared in accordance with Accounting Standard AS - 21
 prescribed by The Institute of Chartered Accountants of India, form
 part of this Annual Report
 
 The Statement pursuant to Section 212 of the Companies Act, 1956
 containing details of the Company''s subsidiaries is also attached.
 
 9.0 FOREIGN EXCHANGE RECEIPTS AND EXPENDITURE:
 
 During the year ended March 31, 2012, the Company''s foreign exchange
 receipts and expenditure was as follows:
 
                                                (Amounts in Lacs 
                                                 of Indian Rupees)
 
                                              2011-12       2010-11
 
 Receipts
 
 Contract revenues                           97,71.27     2,04,56.27
 
 Other income                                 1,08.58        3,24.42
 
                                             98,79.85     2,07,80.69
 
 Expenditure
 
 Projects related materials                     14.09          —
 
 Foreign subcontractors                       3,79.10        2,26.93
 Vessel charter & related
 expenses                                     2,92.72        7,56.13
 
 Equipment related
 expenses                                        -             61.87
 
 Materials, stores
 and spares                                     70.95        2,33.31
 
 Foreign travel                                 25.71          40.04
 
 Other matters                                  11.76          27.64
 
                                              7,94.33       13,45.92
 
 10.0 DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 As required under Section 217 (2AA), which was introduced by the
 Companies (Amendment) Act, 2000, your Directors confirm:
 
 (i) that in the preparation of the annual accounts, the applicable
 accounting standards have been followed
 
 (ii) that the Directors had selected such accounting policies and,
 except as may be required in order to comply with newly
 introduced/modified accounting standards, applied them consistently,
 over the years and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair review of the state of affairs of
 the Company as at March 31, 2012 and of the profit of the Company for
 the year then ended.
 
 (iii) that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting fraud and other
 irregularities.
 
 (iv) that the financial statements have been prepared on a going
 concern basis.
 
 11.0 PARTICULARS OF EMPLOYEES:
 
 The information in accordance with Section 217(2A) of the Companies
 Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is
 given in a separate statement and forms part of this Report. However,
 this statement is not being enclosed in the copy of the Annual Report
 being circulated to all the members as per the provisions of Section
 219 (1) (b) (iv) of the Companies Act, 1956. However, any member
 interested in obtaining a copy of this statement may contact the
 Company Secretary.
 
 12.0 COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF
 DIRECTORS) RULES, 1988:
 
 Particulars under Companies (Disclosure of Particulars in the Report of
 the Board of Directors)
 
 Rules, 1988 on conservation of energy and technology absorption are not
 applicable and hence no disclosure is being made in this Report.
 
 13.0 CORPORATE GOVERNANCE REPORT:
 
 Corporate Governance Report is attached by way of Annexure ''A'' to this
 Report.
 
 14.0 ACKNOWLEDGEMENTS:
 
 Your Directors wish to place on record the whole hearted co-operation
 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 
 
                                             Executive Chairman
 
 Mumbai
 
 May 14, 2012