MIRA INFORM REPORT

Report No. :	311822
Report Date :	12.03.2015

IDENTIFICATION DETAILS

Name :	DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
Registered Office :	1001, Raheja Centre, 214, Nariman Point, Mumbai - 400021, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	17.05.1979
Com. Reg. No.:	11-021302
Capital Investment / Paid-up Capital :	Rs.167.725 Million
CIN No.: [Company Identification No.]	L11101MH1979PLC021302
TIN No.:	Not Available
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Providing services to the Offshore Oil and Gas Industry.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. The company has incurred a loss during FY 2014. However, net worth of the company is satisfactory. General financial position of the company is normal and acceptable for business dealings. Trade relations are reported as fair. Business is active. Payment terms are reported to be slow but correct. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – December 31, 2014

Country Name	Previous Rating (30.09.2014)	Current Rating (31.12.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term Rating = BB+
Rating Explanation	Moderate risk of default.
Date	22.10.2014

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

LOCATIONS

Registered Office :	1001, Raheja Centre, 214, Nariman Point, Mumbai-400021, Maharashtra, India
Tel. No.:	91-22-22832226 / 34 / 42
Fax No.:	91-22-22875403
E-Mail :	v.surendran@dolphinoffshore.com customers@dolphinoffshore.com  hr@dolphinoffshore.com investors@dolphinoffshore.com contactus@dolphinoffshore.com
Website :	www.dolphinoffshore.com
Corporate Office / Head Office :	L.I.C. Building, Plot No. 54, Sector 11, Next to K. Stars Hotel, C.B.D. Belapur (East), Navi Mumbai - 400 614, Maharashtra, India
Tel. No.:	91-22-66026602
Fax No.:	91-22-66026603
Project Workshop :	A/78, TTC Industrial Area, MIDC, Khairne Thane Belapur Road, Navi Mumbai – 400705, Maharashtra, India
Diving Workshop :	W/221, TTC Industrial Area, MIDC, Khairnem, Thane Belapur Road, Navi Mumbai - 400705, Maharashtra, India
Workshop :	R-15, Rabale, TTC Industrial Area, MIDC, Navi Mumbai, Maharashtra, India

DIRECTORS

As on 31.03.2014

Name :	Rear Admiral Kirpal Singh
Designation :	Executive Chairman
Name :	Mr. S. Venkiteswaran
Designation :	Vice Chairman
Name :	Mr. Satpal Singh
Designation :	Managing Director and Chief Executive Officer
Name :	Mr. Navpreet Singh
Designation :	Joint Managing Director and Chief Financial Officer
Name :	Mr. Arvind K. Parikh
Designation :	Director
Name :	Mr. Bipin R. Shah
Designation :	Director
Name :	Dr. Faqir Chand Kohli
Designation :	Director
Name :	Mr. J. Jayaraman
Designation :	Director
Name :	Mr. Robert D. Petty
Designation :	Director (upto April 30, 2014)
Name :	Mr. S. Sundar
Designation :	Director (upto July 26, 2013)
Name :	Mr. Sabyasachi Hajara
Designation :	Director
Name :	Vice Admiral Harisimran Singh Malhi
Designation :	Director

KEY EXECUTIVES

Name :	Mr. V. Surendran
Designation :	Secretary

SHAREHOLDING PATTERN

As on 31.12.2014

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	5870013	35.00
Bodies Corporate	2560662	15.27
Sub Total	8430675	50.26
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	765279	4.56
Sub Total	765279	4.56
Total shareholding of Promoter and Promoter Group (A)	9195954	54.83
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	13660	0.08
Foreign Institutional Investors	254397	1.52
Sub Total	268057	1.60
(2) Non-Institutions
Bodies Corporate	2855370	17.02
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	3033116	18.08
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	1320723	7.87
Any Others (Specify)	99298	0.59
Non Resident Indians	99298	0.59
Sub Total	7308507	43.57
Total Public shareholding (B)	7576564	45.17
Total (A)+(B)	16772518	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	16772518	0.00

BUSINESS DETAILS

Line of Business :	Providing services to the Offshore Oil and Gas Industry.
Products :	--
Brand Names :	--
Agencies Held :	--
Exports :	Not Available
Imports :	Not Available
Terms :
Selling :	Not Available
Purchasing :	Cash and Credit

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available
Remark :	Not Available

Customers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available
Remark :	Not Available

No. of Employees :

Not Available

Bankers :

• State Bank of India
• Canara Bank

Facilities :

SECURED LOANS	31.03.2014 Rs. In Million	31.03.2013 Rs. In Million
LONG TERM BORROWINGS
Loans from banks	0.000	78.600
SHORT TERM BORROWINGS
Cash credit from scheduled banks	814.403	886.090
Total	814.403	964.690

Notes:

Long Term Borrowings

(Secured by the hypothecation of book debts, the fixed assets not secured against term loans and other current assets of the Company as well as personal guarantee of the whole-time Directors)

The above loans are repayable in 36 equal instalments.

Short Term Borrowings

Secured by the hypothecation of book debts, the fixed assets not secured against

term loans and other current assets of the Company as well as personal guarantee

of the whole-time Directors

Auditors :
Name :	Haribhakti and Company Chartered Accountant
Memberships :	--
Collaborators :	--
Under Common Control :	Dolphin Offshore Projects Limited Kanika Shipping Limited (upto September 06, 2013)
Subsidiary :	Global Dolphin Drilling Co Limited Dolphin Offshore Enterprises (Mauritius) Private Limited Dolphin Offshore Shipping Limited
Joint Venture :	IMPaC Oil and Gas Engineering (India) Private Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs.10/- each	Rs.250.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16772518	Equity Shares	Rs.10/- each	Rs.167.725 Million

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity Shares	Number of Shares	Rs. In Million
Shares outstanding at the beginning of the year	167.72	167.725
Shares Issued during the year	--	--
Shares bought back during the year	--	--
Shares outstanding at the end of the year	167.72	167.725

Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five year immediately preceding the reporting date

Particulars	Year (Aggregate No. of Shares) - No. in lacs
	2009-10	2010-11	2011-12	2012-13	2013-14
Equity Shares
Fully paid up pursuant to contract(s) without payment being received in cash	Nil	Nil	Nil	Nil	Nil
Fully paid up by way of bonus shares	38.26	Nil	Nil	Nil	Nil
Shares bought back	Nil	Nil	Nil	Nil	Nil

Details of shareholders holding more than 5 % shares in the company

Name of Shareholder	Number of Shares	% holding
Kirpal Singh	921923	5.50%
Navpreet Singh	992084	5.91%
Satpal Singh	956840	5.70%
Dolphin Offshore Projects Limited	2560662	15.27%
ClearWater CAP Partners CLO I PTE Limited	650313	3.88%
ClearWater CAP Partners Cyprus Limited	1003786	5.98%

Terms/rights attached to equity shares

The Company has only one type of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	167.725	167.725	167.725
(b) Reserves & Surplus	2,001.949	2,342.629	2,219.480
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2,169.674	2,510.354	2,387.205
(3) Non-Current Liabilities
(a) long-term borrowings	4.050	86.200	243.350
(b) Deferred tax liabilities (Net)	4.875	2.938	7.311
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	9.223	13.646	8.530
Total Non-current Liabilities (3)	18.148	102.784	259.191
(4) Current Liabilities
(a) Short term borrowings	814.403	886.090	689.212
(b) Trade payables	724.625	1,199.443	299.703
(c) Other current liabilities	491.614	588.944	369.378
(d) Short-term provisions	4.105	34.138	27.294
Total Current Liabilities (4)	2,034.747	2,708.615	1,385.587
TOTAL	4,222.569	5,321.753	4,031.983
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	262.664	297.482	276.561
(ii) Intangible Assets	4.505	7.309	10.287
(iii) Capital work-in-progress	5.600	11.426	11.641
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	201.334	201.932	201.932
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	175.391	112.015	79.963
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	649.494	630.164	580.384
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	94.285	261.996	113.216
(c) Trade receivables	1,599.213	2,106.095	1,819.600
(d) Cash and cash equivalents	82.638	125.887	88.483
(e) Short-term loans and advances	551.213	1,085.920	1,160.178
(f) Other current assets	1,245.726	1,111.691	270.122
Total Current Assets	3,573.075	4,691.589	3,451.599
TOTAL	4,222.569	5,321.753	4,031.983

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	2,334.893	3,402.910	1,749.831
		Other Income	225.249	120.006	283.160
		TOTAL (A)	2,560.142	3,522.916	2,032.991
Less	EXPENSES
		Cost of Materials Consumed	1,700.581	2,551.501	1,150.738
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	114.681	(132.028)	0.000
		Employees benefits expense	265.254	363.075	237.838
		Other expenses	256.229	306.868	221.889
		Exceptional Items	352.952	0.000	0.000
		TOTAL (B)	2,689.697	3,089.416	1,610.465
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(129.555)	433.500	422.526
Less	FINANCIAL EXPENSES (D)		169.040	178.237	164.388
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(298.595)	255.263	258.138
Less/ Add	DEPRECIATION/ AMORTISATION (F)		40.148	43.829	40.672
	PROFIT BEFORE TAX (E-F) (G)		(338.743)	211.434	217.466
Less	TAX (H)		1.937	63.126	64.826
	PROFIT AFTER TAX (G-H) (I)		(340.680)	148.308	152.640
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1,236.055	1,127.737	1,011.439
Less	APPROPRIATIONS
		Tax on Dividend	0.000	0.000	(4.081)
		Dividend	0.000	25.159	25.159
		Transfer to General Reserve	0.000	14.831	15.264
	BALANCE CARRIED TO THE B/S		895.375	1,236.055	1,127.737
	EARNINGS IN FOREIGN CURRENCY
		Contract Revenues	832.714	1,274.762	977.127
		Other Income	19.469	3.126	10.858
	TOTAL EARNINGS		852.183	1,277.888	987.985
	IMPORTS
		Materials, stores and spares	3.128	950.269	8.504
	TOTAL IMPORTS		3.128	950.269	8.504
	Earnings Per Share (Rs.)		(20.31)	8.84	9.10

QUARTERLY RESULTS

Particulars	30.06.2014 (Unaudited)	30.09.2014 (Unaudited)	31.12..2014 (Unaudited)
	1^st Quarter	2^nd Quarter	3^rd Quarter
Net Sales	225.700	99.100	46.900
Total Expenditure	158.300	88.800	77.400
PBIDT (Excl OI)	67.400	10.300	(30.500)
Other Income	0.000	0.000	0.000
Operating Profit	67.400	10.300	(30.500)
Interest	35.400	33.100	36.700
Exceptional Items	0.000	0.000	0.000
PBDT	32.000	(22.700)	(67.200)
Depreciation	13.000	12.900	12.800
Profit Before Tax	19.000	(35.600)	(80.000)
Tax	04.400	(5.600)	2.200
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	14.600	(82.200)	(82.200)
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	14.600	(82.200)	(82.200)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	(14.59)	4.36	8.72
Operating Profit Margin (PBDIT/Sales)	(%)	(5.55)	12.74	24.15
Return on Total Assets (PBT/Total Assets}	(%)	(8.44)	4.14	5.70
Return on Investment (ROI) (PBT/Networth)		(0.16)	0.08	0.09
Debt Equity Ratio (Total Debt /Networth)		0.38	0.39	0.39
Current Ratio (Current Asset/Current Liability)		1.76	1.73	2.49

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	Rs. In Million	Rs. In Million	Rs. In Million
Share Capital	167.725	167.725	167.725
Reserves & Surplus	2219.480	2342.629	2001.949
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	2387.205	2510.354	2169.674
Long Term borrowings	243.350	86.200	4.050
Short Term borrowings	689.212	886.090	814.403
Total borrowings	932.562	972.290	818.453
Debt/Equity ratio	0.391	0.387	0.377

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	Rs. In Million	Rs. In Million	Rs. In Million
Sales	1,749.831	3,402.910	2,334.893
		94.471	(31.385)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	Rs. In Million	Rs. In Million	Rs. In Million
Sales	1,749.831	3,402.910	2,334.893
Profit	152.640	148.308	-340.680
	8.72%	4.36%	-14.59%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------
22]	Litigations that the firm / promoter involved in	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------
26]	Buyer visit details	----------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

LITIGATION DETAILS

Case Details
Bench:- Bombay
Presentation Date:-				18/11/2013
Lodging No.:-	ITXAL/1934/2013	Filing Date:-	18/11/2013		Reg. No.:-	ITXA/557/2014	Reg. Date:-	14/03/2014
Petitioner:-	THE COMMISSIONER OF INCOME TAX-3		Respondent:-		DOLPHIN OFFSHORE ENTERPRISES (INDIA) LIMITED
Petn.Adv:-	PADMA DIVAKAR (I3287)
District:-	MUMBAI
Bench:-	DIVISION
Status:-	Pre-Admission		Category:-		TAX APPEALS
Next Date:-	07/04/2015		Stage:-		FOR DIRECTION
Coram:-	ACCORDING TO SITTING LIST ACCORDING TO SITTING LIST
Act :-	Income Tax Act, 1961		Under Section:-		260A

UNSECURED LOAN:

Particulars	31.03.2014 Rs. In Million	31.03.2013 Rs. In Million
LONG TERM BORROWINGS
Deposits from Shareholders and Others	4.050	7.600
Total	4.050	7.600

CORPORATE INFORMATION

Subject was incorporated in May as a Private Limited Company on May 17, 1979 with the objective of providing services to the Offshore Oil and Gas Industry. The Company initially commenced operations by providing diving services to the Oil and Gas Natural Commission (now reconstituted as the Oil and Natural Gas Company Limited). Over the years, the Company has expanded its capabilities and now provides a range of services as explained below.

In 1994, Dolphin Offshore went public and is currently listed on the Bombay Stock Exchange and the National Stock Exchange. Dolphin Offshore has two wholly owned subsidiaries, Dolphin Offshore Shipping Limited (hereinafter referred to as DOSL) and Dolphin Offshore Enterprises (Mauritius) Private Limited (hereinafter referred to as DOEMPL). In addition, Dolphin Offshore has entered in a joint venture with IMPaC Offshore Engineering GMBH for providing design and engineering services. DOSL is only involved in the business of owning, operating and managing vessels and in handling marine logistics. DOEMPL, apart from owning vessels, will also provide to the international market the whole range of services that Dolphin Offshore provides.

The current range of services that Dolphin Offshore and subsidiaries provide are:

a. Underwater diving and engineering

b. Design and engineering

c. Vessel operations and management

d. Marine logistics

e. Ship repair and rig repair services

f. Fabrication

g. E&I services

h. Offshore hook-up and commissioning

i. Undertaking turnkey EPC contracts.

FINANCIAL STATEMENTS

During the year, the Company did not execute any major EPC contract other than additional work done on OGIP 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. Management took a conscious decision to reverse income that was claimed as recoverable from a customer on arriving at a mutually agreeable settlement and also to write off during the year amounts no longer recoverable from a customer on conclusion of litigation proceedings. Such write-offs aggregating Rs.352.952 Million have been considered as exceptional items of expenditure for the year. After considering such exceptional items of Rs.352.952 Million the Company posted a net loss of Rs.340.680 Million as compared to a profit of Rs.148.308 Million during the previous year.

MANAGEMENT’S DISCUSSIONS AND ANALYSIS:

Industry Trends and Developments

Even though the current global economy is struggling, the world’s population continues to grow. With this growth, energy demands will increase. The Indian economy is also showing continued growth. We expect that GDP of India growth is likely to pick up further as strong government has come in the centre after the current elections. In view of the above, the price of oil may remain stable in the near future. The Indian Oil & Gas Offshore market was also not so buoyant during the year as ONGC did not come out with many EPC contracts especially in the brown field which they have earlier planned. This market will remain buoyant in the coming years also as the government of India’s intention is to achieve energy security and enhance domestic production. Oil is particularly strategic, both economically and politically, due to Lack of substitutions in sufficient form. However, major investments are happening in alternative energy sources such as shale gas, bio-fuels, renewable energy sources to improve energy efficiency.

In spite of some positive development in Shale gas production, major breakthrough is yet to happen in the current technologies in its efforts to allow for a viable, turn-key method of substitution in times of oil scarcity. Therefore, the dependency on oil will continue to be there.

The year in perspective –

During the year, the Company could not procure any new EPC contracts. There was considerable delay in issue of tenders for EPC contracts especially in the Brownfield areas by ONGC. The performance of the Company was affected by this delay and also by the pressure on contractual rates due to increased competition. Unlike brown field projects, the Company does not have any inherent advantage in being competitive in these Greenfield projects as the advantage essentially lies with those companies who own fabrication yards, heavy lift barges or

pipelay barges, none of which is owned by the Company.

Despite, the disadvantages stated above, the Company actively participated in many tenders. The Management is putting its best effort to win contracts, but, was not willing to win contracts on a price where incurring losses was a certainty. As a consequence of not winning any of the EPC contracts during the financial year under review, there was a major reduction in the procurement and fabrication activities as well as in the deployment of marine spread for offshore installation, hook-up and commissioning. Hence, revenues were reduced during the year.

During the year, most of the revenues earned were from the additional work done on OGIP contract awarded during the FY 2010-11. The current order book position of the Company is low.

FUTURE PROSPECTS

The future prospects in the coming years look better and the main reasons for this are as follows:

Oil and gas remains the main source of energy due to the effective lack of sustainable substitutes. Demand for oil and gas has been increased during the last year due to stabilisation of global economic and political conditions especially in Middle East. Besides, there are some positive news on the current sanctions being lifted off on Iran; however, any sanctions on Russia arising out of Ukraine conflict may affect supply of Oil and Gas. All over the world, the investment is picking up for enhancing the production capabilities and discovery of new oilfields.

With the activity levels picking up, more and more resources are being deployed and hence the pressure on oilfield service providers to obtain contracts at very low costs is diminishing, hence, the cut throat competition prevalent in the last few years is expected to ease off.

As per information received by the Company, ONGC will be coming out with a large amount of investments in the Indian offshore region to bolster domestic production. A substantial portion of this investment will be made in brown field projects, where the Company has an inherent advantage as it has in-house capabilities of undertaking such EPC projects on its own.

Two major brownfield tenders are for revamp of 40 platforms and are expected to be finalized shortly. There are other major Brownfield EPC contracts that are expected to be issued during the next few months and will be finalized during this financial year.

To take advantage of the renewed investments being made in the Middle East and North Africa, the Company is

now venturing into these new geographical markets. The new vessels, owned by Dolphin Offshore Enterprises (Mauritius) Private Limited have been deployed in Mexico on a long term charter. In view of the factors stated above, Management is confident that the Company will be able to improve its performance during 2014– 2015.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 31^ST DECEMBER 2014

(Rs. In Million)

Particulars	Quarter Ended ( Unaudited)	Quarter Ended ( Unaudited)	Nine Month Ended ( Unaudited)
	31.12.2014	30.09.2014	31.12.2014
1. Income from operations
a) Net sales/ Income from operation (net of excise duty)	21.740	120.203	398.254
b) Other operating income	25.198	(21.112)	(26.544)
Total income from Operations(net)	46.938	99.091	371.710
2.Expenditure
a) Cost of material consumed
Subcontractor charges	1.806	4.106	41.683
Vessel charter and related cost	0.013	0.000	18.746
Equipment related expenditure	3.194	3.852	11.771
Material, stores and spares	1.352	10.570	27.916
b) Changes in inventories of finished goods, work-in-progress and stock-in-trade	2.261	0.471	4.979
c) Employees benefit expenses	40.064	45.725	136.351
d) Depreciation and amortization expenses	12.764	12.902	38.648
e) Other expenditure	28.716	24.031	83.031
Total expenses	90.170	101.657	363.125
3. Profit from operations before other income and financial costs	(43.232)	(2.566)	8.585
4. Other income	0.000	0.000	0.000
5. Profit from ordinary activities before finance costs	(43.232)	(2.566)	8.585
6. Finance costs	36.743	33.047	105.160
7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items	(79.975)	(35.613)	(96.575
8. Exceptional item	0.000	0.000	0.000
9. Profit from ordinary activities before tax Expense:	(79.975)	(35.613)	(96.575
10.Tax expenses	2.203	(5.643	0.936
11.Net Profit / (Loss) from ordinary activities after tax	(82.178)	(29.970)	(97.511
12.Extraordinary Items (net of tax expense)	0.000	0.000	0.000
13.Net Profit / (Loss) for the period	(82.178)	(29.970)	(97.511
14.Paid-up equity share capital (Nominal value Rs.10/- per share)	167.725	167.725	167.725
15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year
16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):
(a) Basic	(4.90)	(1.78)	(5.81)
(b) Diluted	(4.90)	(1.78)	(5.81)

Particulars	Quarter Ended ( Unaudited)	Quarter Ended ( Unaudited)	Nine Month Ended ( Unaudited)
	31.12.2014	30.09.2014	31.12.2014
A. Particulars of shareholding
1. Public Shareholding
- Number of shares
- Percentage of shareholding	7,576,564	7,576,564	7,576,564
2. Promoters and Promoters group Shareholding-	45.17	45.17	45.17
a) Pledged /Encumbered
Number of shares	3,061,116	3,061,116	3,061,116
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	33.29	33.29	33.29
Percentage of shares (as a % of total share capital of the company)	18.25	18.25	18.25
b) Non Encumbered
Number of shares	6,134,838	6,134,838	6,134,838
Percentage of shares (as a % of total shareholding of the promoter and promoter group)	66.71	66.71	66.71
Percentage of shares (as a % of total share capital of the company)	36.58	36.58	36.58
B. Investor Complaints
Pending at the beginning of the quarter		-
Receiving during the quarter		-
Disposed of during the quarter		-
Remaining unreserved at the end of the quarter		-

Notes:

1. The Standalone unaudited results are given as per the requirements of Clause 41 of the Listing Agreement and have been subjected to limited review by Statutory Auditors. The consolidated results are given for information only and are not subjected to limited review by the Statutory Auditors'.

2. The Auditors' report on previous financial statements contains reservation as under:--

Sundry debtors also include outstanding from a customer on account of the following:--

i. During the year 2009-2010, the Company has taken extra time to complete two of its EPC contracts beyond the scheduled contract completion date as the Company had to execute significant additional work and also on account of delays not attributable to the Company. The potential liability for liquidated damages resulting from the extended completion date as on March 31, 2014 amounts to Rs.134.718 Million (December 31, 2014 - Rs.123.291 Million). As the Company believes that the liquidated damages will be waived for the reasons stated above, no provision for the same has been made in the books till date.

ii. During the year 2010-2011, the Company has incurred additional expenditure on executing additional work in terms of EPC contracts. The Company has quantified and submitted some of its claims for extra work done and has commenced discussions with the customer for finalising it. However, as a matter of abundant caution, only a portion of these extra claims amounting to Rs.338.445 Million (December 31, 2014 - Rs.338.445 Million) has been recognised as rvenue. The balance of the additional claims will be recognised as revenue as and when they are accepted by the customer.

b) Considering the nature of projects being executed by the Company and its main client, the consequential claims and counter claims towards liquidated damages, change order, etc., as per general practice prevalent in the industry, the balances outstanding as trade receivables and balances payables towards contractors and vendors of the company are not confirmed. However, the management is confident that such receivables/ payables are stated at their realizable / payable value and adequate provisions are made in the accounts, wherever required.

c) The Company has incurred additional expenditure on executing additional work in terms of another EPC contract. Here also, the Company has quantified the value of extra work done at Rs.916.428 Million (December 31, 2014 - Rs.1071.168 Million) and has commenced discussions with the customer for finalizing it. Out of this, invoices for Rs.218.583 Million (December 31, 2014 - Rs.199.625 Million) have been raised on the customer and the balance amount of Rs.697.845 Million (December 31, 2014 - Rs.871.543 Million) accrued on this account is included under other current assets. The recognition of such revenue is subject to acceptance by the customer.

3. In accordance with the requirement of Schedule II of the Companies Act 2013, the management of the Company has identified Tangible Fixed Assets & their major components & has reviewed / determined their remaining useful lives. Accordingly, the depreciation on Tangible Fixed Assets is provided for as per the provisions of Schedule II to the Companies Act, 2013 & consequently:

i) an amount of Rs.3.864 Million has been charged as additional depreciation during the current quarter representing the impact of the change in the depreciation on the carrying value of the assets as at April 01, 2014 on remaining useful lives and,

ii) an amount of Rs.3.500 Million (net of deferred tax Rs.1681 Million) after retaining the residual value, has been charged in the quarter ended June 30, 2014 to the opening balance of the retained earnings whose remaining useful life is nil as at April 01, 2014

4. As the Company has only one business segment, namely Offshore Services, the segment reporting requirement is not applicable.

5. Prior period figures have been reclassified as necessary for comparative purpose only.

6. The above results have been reviewed by the Audit Committee and have been adopted by the Board at its meeting held on February 04, 2015.

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10224935	18/12/2012 *	2,543,600,000.00	SBICAP Trustee Company Limited	202, Maker Tower, 'E', Cuffe Parade,, Colaba,, Mumbai, Maharashtra - 400005, India	B66104308

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.62.74
UK Pound	1	Rs.94.60
Euro	1	Rs.67.10

INFORMATION DETAILS

Analysis Done by :	DIV
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	4
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		43

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NB		NEW BUSINESS

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.