NCLT approves Deep Industries bid for Dolphin Offshore Enterprises

The Mumbai bench of the National Company Law Tribunal (NCLT) has approved the resolution plan submitted by Deep Industries Limited as part of the corporate insolvency resolution plan (CIRP) of Dolphin Offshore Enterprises (India) Limited, the latter said in an exchange filing.

Deep Industries Limited is engaged into Oil and Gas Field services business since 1991. Since inception, Deep Industries Limited has been serving the industry in various segments like Air & Natural Gas Compressor Services on chartered hire basis, wherein company commands a healthy market position.

By acquiring the Corporate Debtor, Deep industries Limited intends to foray in the area of providing services in offshore areas in E&P and marine Sector etc. Management of Deep Industries Limited believes that acquisition and revival of the corporate debtor will be a promising alternative to development of new business.

Dolphin Offshore Enterprises (India) Limited has been providing integrated services to the Oil and Gas industry for over 40 years and hence can be considered a pioneer in this industry. Incorporated in 1979, Dolphin Offshore Enterprises (India) Limited has been offering comprehensive underwater services, including Air, Mixed Gas and Saturation diving services also including cable laying to the Indian Offshore Oil & Gas Industries since inception.

The Company has worked in projects in Iran, Thailand, Malaysia, Indonesia and Africa to name a few. The vision of the Company is to become a global provider of integrated services to the oil and gas industry, with a diversified portfolio for undertaking turnkey projects involving Underwater, Marine and Offshore Construction.

Here are the salient features of the Resolution plan

Cancellation of Share Capital: As per the rules laid down by the Securities and Exchange Board of India (SEBI), the shares held by public shareholders in Dolphin Offshore Enterprises will be partially extinguished to ensure that the public shareholding is reduced to 5% of the total shareholding. All other shares including the shares owned by the promoters of the Corporate Debtor will, on and from the Effective Date, be extinguished.

Formation of new Board: It is proposed that upon Deep Industries acquiring control over the Dolphin Offshore Enterprises (India) Limited, the existing Board will be replaced by new Board of Directors constituted with adequate representation from the member of Resolution Applicant Group and independent directors in compliance with Applicable Laws. It is further proposed that the Resolution Applicant will appoint requisite directors and file the prescribed form with concerned Registrar of companies manually for the purpose of filling required documents online with their own digital signatures. The Registrar of companies shall be directed to accept the same on approval of the resolution plan by this Adjudicating Authority.

Appointment of CEO, CFO, COO and CS: The appointment of Chief Executive Officer, Chief Operating Officer and Chief Financial Officer and Other Key personnel shall be decided by Deep Industries at the appropriate time in compliance with Companies Act, 2013 and amendments there to and SEBI Regulations as applicable.

Working Capital: Deep Industries as part of its Resolution Plan will be infusing an amount Rs. 10 Crore towards CAPEX and Working Capital requirement. In case requirement arises, Deep Industries will infuse more fund for Working Capital.

Implementation & Supervision of Resolution Plan after Effective Date: After the Effective Date, the implementation of the Resolution Plan will be supervised by Management Agency (MA) as formed under clause 7. Resolution Applicant will report the progress of implementation & Supervision of Resolution Plan on quarterly basis as per the formats prescribed/decided by MA. The meeting of MA shall be chaired by appointed Insolvency Professional. During the period between the Effective Date and the completion of payment to the Financial Creditors, the affairs of the Company shall be managed by the nominees of Deep Industries subject to the overall supervision of the MA. However, it is clarified that the MA shall not interfere in the day-to-day business of the Company, nor shall it be empowered to restrict the business operations of the Company in any way.

Effective Date– The date of receipt of the certified copy of the Order approving the Resolution Plan from the Adjudicating Authority under Section 31 (1) of the Code, or the order of the National Company Law Appellate Tribunal or the Supreme Court, if an appeal is made to such tribunal or court against the order of the Adjudicating Authority. Further development in this matter, if any, shall be communicated to all the Stake Holders and Stock Exchanges from time to time.

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