THE MEMBERS OF
 
 DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
 
 The Directors have great pleasure in presenting the Thirty Second
 Annual Report on the business and operations of the Company, together
 with the audited financial statements for the year ended March 31,
 2011.
 
 1.0 AUDITED FINANCIAL STATEMENTS:
 
 1.1 Summarised Audited Financial Results -
 
                                           (Amounts in Thousands of
                                           Indian Rupees except EPS)
 
                                   2010-11       2009-10   Variation  
                                                           year on 
                                                           year (%)
 
 Revenues                       2,76,76,06    5,32,47,63    (48.02)
 
 Gross operating profit           57,35,66    1,16,23,31    (50.65)
 
 Net operating profit             30,44,30      88,41,71    (65.57)
 
 Profit before interest           47,58,92      85,62,83    (44.42)
 and depreciation
 
 Profit before tax                32,41,57      70,63,77    (54.11)
 
 Net profit after tax             22,41,69      46,64,08    (51.94)
 
 Earnings per share
 
 - Basic (Rs.)                       13.90         32.36    (57.05)
 
 - Diluted (Rs.)                     13.90         30.29    (54.11)
 
 During the year, the Company has not been able to win any EPC
 contracts, 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, the Company has received
 Duty Credit Entitlement Certificate worth Rs. 29.67 crores.
 
 1.2 Dividend -
 
 For the year 2010-11, the Board of Directors has recommended a dividend
 of Rs.1.50 (2010: Rs.3.00) per equity share of Rs.10.00 each, which will
 result in a total outlay of Rs.2.52 crores (2010: Rs.4.61 crores) towards
 dividend and Rs.0.41 crores (2010: Rs.0.78 crores) towards tax on
 dividends.
 
 1.3 Matters Arising Out Of The Auditors'' Report -
 
 Without qualifying their opinion, the Auditors'' has invited attention
 of the members to note, with regard to the non provision of liquidated
 damages of Rs.28.30 crores (2010: 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.
 
 
 5.0 DIRECTORS:
 
 5.1 Directors retiring by rotation -
 
 Dr. F. C. Kohli and Mr. S. Sundar are due to retire by rotation, and
 being eligible, offer themselves for re-appointment. Your Directors
 recommend their re-appointment.
 
 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, 2011, the Company had accepted Fixed Deposits from
 shareholders and others of Rs.1.04 crores (2011 -Rs.0.90 crores). 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 or visit our website www.dolphinoffshore.com.
 
 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, 2011, the Company''s foreign exchange
 receipts and expenditure was as follows:
 
                                   (Amounts in Thousands of
                                              Indian Rupees)
 
                                    2010-11         2009-10 
 Receipts
 
 Contract revenues               2,04,56,27      3,65,27,12
 
 Other income                       3,24,42               —
 
                                 2,07,80,69      3,65,27,12
 
 Expenditure
 
 Plant & machinery                        —           51,17
 
 Foreign subcontractors             2,26,93         6,53,09
 
 Vessel charter &                   7,56,13        29,34,27
 related expenses
 
 Advance to wholly                  6,04,82        16,84,55
 owned subsidiary
 
 Equipment related                    61,87           63,70
 expenses
 
 Materials, stores                  2,33,31        42,37,73
 and spares
 
 Foreign travel                       40,04           64,09
 
 Other matters                        27,64           97,40
 
                                   19,50,74        97,86,00
 
 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, 2011 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 20, 2011