To
The Members
Dolphin Offshore Enterprises (India) Limited Dear Members,
Your directors are pleased to present 46th Annual Report of the Company together with
the Audited Standalone Financial Statements for the financial year ended on 31st March,
2025.
FINANCIAL RESULT:
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 31st March, 2025, is summarised
below.
( Rs. in Lakhs)
PARTICULARS |
STANDALONE |
CONSOLIDATED |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Revenue from Operations |
1,488.48 |
646.74 |
7,401.92 |
646.74 |
Other Income |
589.49 |
449.78 |
310.24 |
449.78 |
Total Income |
2,077.97 |
1,096.52 |
7,712.16 |
1,096.52 |
Less: Total Expenses |
1,644.79 |
1,211.35 |
2,955.19 |
1,228.22 |
Profit/(Loss) before exceptional items and tax |
433.18 |
(114.82) |
4,756.97 |
(131.70) |
Exceptional items |
- |
158.05 |
- |
158.05 |
Profit Before Tax |
433.18 |
43.23 |
4,756.97 |
26.35 |
Less: Tax Expenses |
109.02 |
(530.93) |
109.02 |
(530.93) |
Profit/(Loss) for the Year |
324.16 |
574.16 |
4,647.95 |
557.28 |
Other Comprehensive Income/ (Loss) for the year |
- |
- |
459.85 |
(13.85) |
Total Comprehensive Income/ (Loss) for the year |
324.16 |
574.16 |
5,107.80 |
543.43 |
Earning per Equity Share (Basic and Diluted) |
0.81 |
1.63 |
11.62 |
1.59 |
OPERATIONS Performance of Company:
During the year under review, the Company's Standalone revenues from operations
increased to Rs. 1,488.48 Lakhs as compared to Rs. 646.74 Lakhs in the previous year,
while consolidated revenues from operations increased to Rs. 7,401.92 Lakhs as compared to
Rs. 646.74 Lakhs in the previous year.
The Company's Standalone net profit was decreased to Rs. 324.16 Lakhs as compared to
Rs. 574.16 Lakhs in the previous year. Your directors assure the stakeholders of the
Company to continue their efforts and enhance the overall performance of the Company in
the coming financial years.
SUBSIDIARY AND ASSOCIATE COMPANY:
As on 31st March, 2025, the Company has two (2) subsidiaries namely Dolphin Offshore
Enterprises (Mauritius) Private Limited and Beluga International DMCC
The Financial performances of each of the subsidiary companies for the financial year
2024-25 are as follows:
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the
salient features of financial statements of the Company's subsidiaries in Form No. AOC-1
is attached to the financial statements of the Company.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
Company's website at http://dolphinoffshore.com/subsidiaries-and-associates/
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the Ind AS-110 on Consolidation of Financial Statements and as
provided under the provisions of the Companies Act, 2013 [hereinafter referred to as
"Act"] read with Schedule III to the Act and Rules made thereunder and
Accounting Standards and regulation as prescribed by Securities and Exchange Board of
India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements)
DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
Regulations, 2015 the Audited Consolidated Financial Statements are provided in the
Annual Report, which shows the financial resources, assets, liabilities, income, profits
and other details of the Company and its subsidiaries after elimination of minority
interest, as a single entity.
The Consolidated Financial Statements have been prepared on the basis of the Audited
Financial Statements of the Company and its Subsidiary Companies.
Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial
Statements of the Company, the Consolidated Financial Statements along with all relevant
documents and the Auditor's Report thereon form part of this Annual Report.
The Financial Statements as stated above are available on the website
www.dolphinoffshore.com of the Company.
SHARE CAPITAL
As on 31st March, 2025, the authorized share capital of the Company consisted of
25,00,00,000 (Twenty-Five Crores) Equity Shares of Rs. 1/- (Rupees One Only) each, and the
paid-up equity share capital consisted of 4,00,04,580 (Four Crores Four Thousand Five
Hundred Eighty) equity shares of Rs. 1/- each. During FY 202425, the Company has not
issued any shares, securities / instruments convertible into equity shares, sweat equity
shares or shares with differential voting rights not have made any provision of money by
company for purchase of its own shares by employees or by trustees for the benefit of
employees.
BOARD MEETINGS:
During the year, five (5) meetings of the Board of Directors were held, as required
under the Companies Act, 2013. The details of the number of Board meetings held and
attendance of Directors are provided in the Corporate Governance Report, which forms part
of this Report.
During the year under review, the Company has complied with applicable Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) and notified by
the Ministry of Corporate Affairs.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the
Companies Act, 2013, the Board of Directors confirms that to the best of its knowledge and
belief:
a. I n the preparation of the Annual Accounts, the applicable accounting standards had
been followed and there are no material departures;
b. They 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 the end of financial year and of the profit of
the Company for the financial year ended 31st March, 2025;
c. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
Annual Report 2024-25
d. They have prepared the Annual Accounts on a going concern basis;
e. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIVIDEND:
In light of the Company's planned capital expenditures, the Board of Directors has
decided to retain the current year's profits to support future growth initiatives.
Accordingly, no dividend has been recommended on the equity shares of the Company for the
financial year.
RESERVES:
The Board of Directors has decided to retain the entire amount of profit for financial
year 2024-25 in the statement of profit and loss.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment:
The Board of Directors on recommendation of the Nomination and Remuneration Committee
had appointed Mr. Krishan Gopal as the Chief Executive Officer with effect from 01st
November, 2024.
Based on the recommendation of Nomination and Remuneration Committee ("NRC"),
and in terms of the provisions of the Act, the Board of Directors had appointed Mrs.
Shivangi Digant Shah (DIN: 11200412) as an Additional Director(Non-Executive- Independent)
of the Company effective from 22nd July, 2025. Further, in accordance with the provisions
of Section 149 read with Schedule IV to the Act and applicable SEBI Listing Regulations, a
resolution seeking Member's approval for her appointment forms part of the Notice for this
AGM to appoint her as the Independent Director designated as "Non-Executive
Director" of the Company not liable to retire by rotation, for a term of five years
commencing from 22nd July, 2025 to 21st July, 2030, subject to approval of the Members at
this Annual General Meeting ("AGM"). In the opinion of the Board, Mrs. Shivangi
Digant Shah (DIN: 11200412) is a person of integrity and fulfills requisite conditions as
per applicable laws and is independent of the management of the Company.
Directors Retire by Rotation:
In accordance with the Articles of Association and the relevant provisions of the
Companies Act, 2013, Mr. Rupesh Savla, Managing Director of the Company retires by
rotation at this Annual General Meeting and being eligible, has offered himself for
re-appointment. The Board recommends his re-appointment for the approval of the
Shareholders of the Company.
Cessation/Resignation:
During the year under review;
• Mr. Krishan Gopal, Chief Executive Officer has resigned from the Board of the
Company with effect from 17th December, 2024, due to personal and professional reasons.
DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
During the Current Year;
• Mr. Christopher Rodrics, Non-Executive Independent Director has resigned from
the Board of the Company with effect from 23rd April, 2025, due to health issues. Further,
he has in his resignation e-mail confirmed that, there were no other material reasons for
his resignation.
Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of
the Company are:
• Mr. Rupesh Kantilal Savla, Managing Director
• Mr. Divyesh Shah, Chief Financial Officer
• Ms. Krena Khamar, Company Secretary and Compliance Office
Except as mentioned above, there were no other change in the composition of the Board
of Directors and Key Managerial Personnel during the year under review.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the Independent Directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the SEBI Listing Regulations and they have registered their names in the Independent
Directors' Databank. There has been no change in the circumstances affecting their status
as independent directors of the Company. The Independent Directors are in compliance with
the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013 and the Code
of Business Conduct adopted by the Company.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any.
EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance,
performance of Board committees and that of individual directors pursuant to the
provisions of the Act and SEBI Listing Regulations.
The performance of the Board, its committees and individual directors was evaluated by
the Board after seeking inputs from all directors on the basis of criteria established on
the Guidance Note on Board Evaluation issued by the SEBI on January 5, 2017, such as the
board / committee composition and structure, effectiveness of board processes / committee
meetings, information and functioning, etc. In a separate meeting of the Independent
Directors, performance of Non-Independent Directors and the Board as a whole was
evaluated, taking into account the views of the Executive Director and Non-Executive
Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual
director to the Board and committee meetings, like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc.
Annual Report 2024-25
In the Board meeting that followed the meeting of the Independent Directors and the
meeting of the Nomination and Remuneration Committee, the performance of the Board, its
committees, and individual directors was discussed. Performance evaluation of Independent
Directors was done by the entire Board, excluding the Independent Director being
evaluated.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
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 www.dolphinoffshore.com. The weblink is http://dolphinoffshore. com/policies/.
COMMITTEE OF THE BOARD
The Board of Director has constituted various Committees(s) pursuant to the
requirements of the Companies Act, 2013 read with the rules framed there under and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015. The details of the
composition of the Audit Committee and other various Committee(s), including Nomination
and Remuneration Committee, Stakeholder's Relationship Committee and Corporate Social
Responsibility Committee, the number of meetings held and attendance of the committee
members are provided in the Corporate Governance Report, which forms part of this Report.
AUDIT COMMITTEE
The details of the Audit Committee, including its composition terms of reference,
attendance, etc., are included in the Corporate Governance Report, which is a part of this
Report. The Board has accepted all the recommendations of the Audit Committee.
RISK MANAGEMENT:
The Company actively manages, and monitors the principal risks and uncertainties that
could impact its ability to achieve its strategic and operational 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 / WHISTLE BLOWER POLICY:
The Company has adopted Whistle Blower Policy to deal with instance of unethical
behaviour, actual or suspected fraud or violation of the Company's code of conduct, if
any. Further, the mechanism adopted by the Company encourages the whistleblower to report
genuine concerns or grievances and provide for strict confidentiality, adequate safeguards
against victimization of whistleblower who avails of such mechanism and also provides for
direct access to the Chairman of the Audit Committee, in appropriate cases. The Whistle
Blower Policy is posted on the website of the Company under investor section.
DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
CORPORATE SOCIAL RESPONSIBILITY
The Company has a Policy on Corporate Social Responsibility (CSR) and the same is
available on website of the Company www. dolphinoffshore.com. The Annual Report on CSR
activities in terms of the requirements of Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed as Annexure - A, which forms part of this Report.
The details of the composition of the CSR committees, the number of meetings held and
attendance of the committee members are provided in the Corporate Governance Report, which
forms part of this Report.
RELATED PARTY TRANSACTIONS
During the year under review, all the related party transactions were in the ordinary
course of business and on arm's length basis. Therefore, the disclosure in Form AOC-2
pursuant to compliance of Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014 is not required. There were no material significant
related party transactions with any of the related parties that may have potential
conflict with the interest of the Company at large.
The disclosures as required in IND-AS are provided in relation to transactions with
related parties which are forming the part of the notes to financial statement. The policy
on Related Party Transaction is available on the website of the Company www.
dolphinoffshore.com and the weblink of the same is http:// dolphinoffshore.com/policies/.
AUDITORS
A. Statutory Auditors
M/s Mahendra N. Shah & Co., Chartered Accountants (Firm Registration No 105775W),
were appointed as the Statutory Auditors of the Company for the period of five (5) years
from the financial year 2023-2024 to financial year 2027-2028.
EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY THE AUDITORS IN AUDIT REPORT
The Auditors' Report for financial year 2024-25 forms part of this Annual Report and
does not contain any qualification, reservation or adverse remark or disclaimer which
requires the clarification of the Management of the Company.
B. Secretarial Auditors
The Board has appointed M/s. RPSS & Co., Practicing Company Secretary as
Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the
financial year 2024-25, pursuant to the provision of Section 204 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 at its meeting duly held on 25th October, 2024.
Further, pursuant to the provision of Section 204 of the Companies Act, 2013 read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
Secretarial Audit Report for the financial year ended 31st March, 2025 is annexed herewith
as Annexure - B, which forms part of this report.
Annual Report 2024-25
I n terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors at
its meeting held on 22nd July, 2025, approved the appointment of Ms. Aishwarya Himanshu
Parekh, Practicing Company Secretary, Ahmedabad (P/R No. 4277/2023) as the Secretarial
Auditor of the Company, for a term of five consecutive years commencing from FY 202526,
subject to the approval of the Members of the Company. A proposal for appointment of Ms.
Aishwarya Himanshu Parekh, Practicing Company Secretary, Ahmedabad (P/R No. 4277/2023) as
the Secretarial Auditor of the Company will be placed before the Members for approval at
the ensuing AGM scheduled to be held on August 30, 2025. Ms. Aishwarya Himanshu Parekh,
Practicing Company Secretary, Ahmedabad (P/R No. 4277/2023, have complied with her
independence status and an arm's length relationship with the Company.
EXPLANATION OR COMMENTS BY THE BOD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE
REMARK OR DISCLAIMER MADE BY THE PCS IN SECRETARIAL AUDIT REPORT
The Secretarial Auditors' Report for financial year 2024-25 does not contain any
qualification, reservation or adverse remark or disclaimer which requires the
clarification of the Management of the Company.
C. Internal Auditors
Pursuant to the provision of Section 138 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, the Company has appointed M/s. Manubhai & Shah LLP,
Chartered Accountants (FRN: 106041W/W100136), as Internal Auditor in the Board of
Directors' meeting held on 11th May, 2025, to conduct Internal Audit for the financial
year 2025-26.
REPORTING OF FRAUD BY AUDITORS
The Auditors of the Company have not reported any instances of fraud committed during
the FY 2024-25, against the Company by its officers or employees as specified under
section 143(12) of the Companies Act, 2013.
COST AUDITORS AND RECORDS
In terms of the provisions of Section 148 of the Companies Act, 2013 read with the
Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company
is not required to maintain the Cost Records and Cost Accounts. Hence, the appointment of
Cost Auditors is not applicable to the Company
PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under section 197(12) of
the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this
report. In terms of Section 136(1) of the Companies Act, 2013, the Report and Audited
Accounts are being sent to the members excluding the aforesaid Annexure. Any member
interested in obtaining a copy of the Annexure may write to the Company Secretary at the
registered office of the Company for a copy of it.
DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information pertaining to Conservation of Energy, Technology Absorption, 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 annexed as Annexure - C, which
forms part of this report.
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-D which forms part of this report.
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 on 31st March, 2025 along with Certificate from Practicing Company
Secretary confirming compliance of conditions of Corporate Governance is annexed herewith
as Annexure - E, which forms part of this report.
POLICY ON DETERMINATION OF MATERIALITY OF EVENT/ DISCLOSURES:
The Company has adopted Policy for determining materiality of Events/Disclosures that
mandates the Company to disclose any of the events or information which, in the opinion of
the Board of Directors of the Company is material in the terms of requirement of
Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
which is available on the website of the Company www.dolphinoffshore.com. The weblink is
http:// dolphinoffshore.com/policies/.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of the
Company between the end of the financial year and the date of this report
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in nature of business of the Company, during the year under
review.
DEPOSITS:
The Company has neither accepted nor renewed any deposits from the public within the
meaning of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposits) Rules,
2014 during the financial year under review.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in
Annual Report 2024-25
the Notes to the Financial Statements. There has been no instance of valuation done for
settlement or for taking loan from the Banks or Financial Institutions.
ANNUAL RETURN OF THE COMPANY
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31,2025 is available on the website of the Company i.e. www.dolphinoffshore.com
in the investor section.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has established and implemented a process-driven framework for Internal
Financial Controls (IFC), in accordance with the explanation to Section 134(5)(e) of the
Companies Act, 2013. For the year ended 31st March, 2025 the Board is of the opinion that
the Company has sound IFC system, commensurate with the nature and size of its business
operations and is operating effectively, with no material weakness observed.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY.
There were no significant and material orders issued against the Company by any
regulatory authority or court or tribunal during the year that could affect the going
concern status and Company's operation in future.
INSURANCE
All movable and immovable properties as owned by the Company continued to be adequately
insured against risks.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has constituted Policy on Prevention of Sexual Harassment of Women at
workplace in line with the requirements of the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there
under. The Company has complied with provisions relating to the constitution of Internal
Complaints Committee to redress complaints received regarding sexual harassment.
Your directors state that during the year under review, there were no complaints
relating to sexual harassment nor any cases filed pursuant to the said Act.
1 Number of complaints of sexual harassment received in the year |
Nil |
2 Number of complaints disposed of during the year |
Nil |
3 Number of cases pending for more than ninety days. |
Nil |
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
Your Company is fully committed to complying with the Maternity Benefit Act, 1961. We
recognize and uphold the rights of our women employees to maternity benefits as enshrined
under the Act.
WEBSITE OF YOUR COMPANY
Your Company maintains a website www.dolphinoffshore.com where detailed information of
the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 has been provided.
ACKNOWLEDGEMENT:
Your directors' places on record their sincere thanks to all the Stakeholders including
Government, Regulatory Authorities and Financial Institutions who have extended their
valuable sustained support and encouragement during the year under review.
Your directors take this opportunity to recognize and place on record their gratitude
and appreciation for the commitment displayed by all executives, officers and staff at all
levels of the Company. We look forward for the continued support of every stakeholder in
the future
By order of the Board of Directors For Dolphin Offshore Enterprises (India) Limited
|
Sd/- Dharen Savla |
Date: 22/07/2025 |
Chairman & Director |
Place Ahmedabad |
DIN - 00145587 |