Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31s1 March 2017.
FINANCIAL HIGHLIGHTS (Rs. In Lacs)
|Particulars ||2016-17 ||2015-16 |
| ||Rs. ||Rs. |
|Revenue From Operation ||67657630 ||97850134 |
|Other Income ||1233069 ||1554593 |
|Profit For the year before Tax and Exceptional / Extraordinary Item ||13941976 ||36927793 |
|Exceptional Items ||- ||- |
|Profit For the year before Tax ||13941976 ||36927793 |
|Provision for Taxation || || |
|Current Tax ||1639551 ||10938590 |
|Deferred Tax ||3670401 ||1600648 |
|Profit After Tax ||8632024 ||24388556 |
|Profit brought forward from Previous Year ||77046620 ||54148039 |
|Profit available for Appropriation ||85678644 ||78536595 |
|Less: Appropriations || || |
|Transferred to General Reserve ||- ||- |
|Proposed Dividend (Including Tax) ||- ||- |
|Interim Dividend (Including Tax) ||- ||1489975 |
|Profit Carried to Balance Sheet ||85678644 ||77046620 |
STATE OF COMPANY AFFAIRS:
This year has been a tough year for the offshore oil and gas industry. Many offshorecompanies have suffered drastically. These fluctuating fortunes have severely impacted theoil and gas industry. New projects of several oil and gas majors have been put on hold orpostponed. However we are pleased to announce that your company has managed to sustainit's self in these testing conditions whilst continuously growing it's fleet and assetbase. This is a true testament to the flexibility and foresight of our company to serviceboth the near shore work and our contacts in the offshore oil and gas industry.
As a matter of fact your company has acquired a state of the art crew/patrol vesselfrom Singapore this year.
Being in the niche business and specializing in the marine security business yourcompany continues to plan and expand it's fleet in the coming financial year.
The company is also on the brink of getting several prestigious contracts and willcontinue to strive towards positive growth as we have regularly being doing.
CHANGE OF BUSINESS IF ANY:
Your company continues to dominate the marine security business in India and is alsolooking to expand further into the oil and gas market with Anchor handling tugs surveyand Platform supply vessels.
With the announcement of the Mumbai sea road and trans harbor link bridge from Sewri toNhava Sheva our company will be starting adredging support division to use ourvessels formarine infrastructure development.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Section 125 of the Companies Act 2013 as amended from time to time mandates thatcompanies transfer dividend that has been unclaimed for a period of seven years fromunpaid dividend account to the " Investor Education and Protection Fund (IEPF)Inaccordance with the provisions company will transfer the amount of unpaid dividend to IEPFtimely.
MATERIAL CHANGES AND COMMITMENTS
The particulars as required under the provisions of Section 134(3)(l) followingchanges have occurred which have affected the financial position of the company occurredbetween 31st March 2017 and the date of Board's Report.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2016-17 the Company held 5 board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and listing agreement were adhered to while consideringthe time gap between two meetings.
|S No. Date of Meeting ||Board Strength ||No. of Directors Present |
|1 8th April 2016 ||100% ||5 |
|2 30th May 2016 ||100% ||5 |
|3 29th July 2016 ||100% ||5 |
|4 27th October 2016 ||100% ||5 |
|5 17th January 2017 ||100% ||5 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures.
b. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period.
c. The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
d. The directors have prepared the annual accounts on a going concern basis; and
e. The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
AUDITORS and REPORT thereon
M/s D. B. Ketkar & Co. Chartered Accountants were appointed as StatutoryAuditors for the F.Y. 2016-17 in the Annual General Meeting held on 30th September 2016and their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.
Note: Above details may be suitably modified based on the following event.
1. Information about change of Auditor if any during the year may be included.
2. Information about the proposal of the shareholders for appointment of new Auditors.
3. Rotation of Auditors in respect of certain classes of Companies.
There are no qualifications or adverse remarks in the Auditors Report which require anyclarification/ explanation. The Notes on financial statements are self-explanatory andneeds no further explanation.
Further the Auditors' Report for the financial year ended 31st March 2017 is annexedherewith for your kind perusal and information.
LOANS. GUARANTEES AND INVESTMENTS
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable
RELATED PARTY TRANSACTIONS
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the
|Sr. No. Name ||Designation |
|1 Mr. Avik G. Duke ||Chairman & Managing Director |
|2 Mr. Shaival Trivedi ||Executive Director & CFO |
|3 Sujay N. Kanatawala ||Independent Director |
|4 Mrs. Harshika Kataria ||Independent Woman Director |
|5 Mr. Pramod Patekar ||Independent Director |
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO: (A)Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(a) Conservation of energy:
Steps taken / impact on conservation of energy with special reference to thefollowing:
1. Steps are being taken by the company for utilizing alternate sources of energy andre-cycling waste on board our vessels.
2. We have cut down our use of plastics and paper by over 30% in the last one year.
(b) Technology absorption:
1. Your company uses high speed technologically advanced high speed vessels.
2. Our company continues to benefit from this technology by staying in a niche market.
3. Being a forward technological company we benefit from having the best clients'in theoffshore and marine industry.
(c) Foreign Exchange Earnings and Outgo
| ||31st March 2017 ||31st March 2016 |
|Type of Income ||Rs. ||Rs. |
|Marine & Offshore Income ||54659618 ||65901970 |
|Total ||54659618 ||65901970 |
|Type of Expenses ||31st March 2017 ||31st March 2016 |
|a. Foreign Travelling ||287527 ||285564 |
|b. Importof Spares forMarine Vessel ||1735011 ||12450521 |
|c. Import of Marine Vessels - Duke Sprint ||125737863 ||0 |
|Total ||130070810 ||12736085 |
The price of crude oil declined significantly this year. Forecasts predict an upwardtrend in the coming years. To mitigate this risk your company continues to concentrate onnear shore and harbor activity to offset the slowdown in the oil and gas industry.
With an increase in fleet strength mechanical failures can hinder income. Your companycontinues to improve it's maintenance ability and focus on a NIL downtime performance asit has done last year.
DIRECTORS and KMP:
Remuneration to the Key Management Personnel (KMP)
|Sr. No. Name ||Designation ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|1 Mr.AvikG. Duke ||Chairman & Managing Director ||2700000 ||2700000 |
|2 Mr. ShaivalTrivedi ||Executive Director & CFO ||2100000 ||1360218 |
|3 Mr. Suresh Pawar ||Director ||- ||720000 |
|Total || ||4800000 ||4780218 |
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135(5) of the Companies Act 2013 and Rule 8 of the Companies (CorporateSocial Responsibility Policy) Rules 2014 and schedule VII of the Companies Act 2013 thecompany has duly constituted CSR Committee. The committee has decided the activities to beundertaken by the company and the expenditures to be incurred on the same and recommendedthe same to tfie board therefore the' board approved the CSR policy.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department.
INDEPENDENT DIRECTORS AND DECLARATION
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
|S.No Name ||Designation appointment ||Date of cessation ||Date of Cessation ||Mode of Cessation |
|1 Mr. Sujay Nitin Kantawala ||Independent Director ||25/09/2014 ||N.A ||N.A |
|2. Ms. Harshika S. Katariya ||Independent Woman Director ||23/03/2015 ||N.A ||N.A |
|3. Mr. Pramod Patekar ||Independent Director ||07/12/2004 ||N.A ||N.A |
REMUNERATION POLICY - Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company.
Any director who is in receipt of any commission from the company and who is a managingdirector or whole time director of the company shall not be disqualified from receivingany remuneration or commission from any holding company or subsidiary company of suchcompany .(section 197 (14))
Remuneration to Non Executive Directors:
No remuneration has been paid to Non-executive Directors of the company during theyear.
The company shall disclose the number of shares and convertible instruments held bynon-executive Directors.
As per Section 177(9) and (10) of the Companies Act 2013 and as per the Clause 49 ofthe Listing Agreement the company has established Vigil Mechanism for directors andemployees to report genuine concerns and made provisions for direct access to thechairperson of the Audit Committee. Company has formulated the present policy forestablishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of itsstakeholders Directors and employees to freely communicate and address to the Companytheir genuine concerns in relation to any illegal or unethical practice being carried outin the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has a well-established framework of internal operational and financialcontrols including suitable monitoring procedures systems which are adequate for thenature of its business and size of the operations.
CORPORATE GOVERNANCE REPORT:
Your Company is committed to maintain the highest standards of corporate governancfeand adhere to the corporate governance requirements set out by SEBI.
The Report on corporate governance as stipulated under clause 49 of the ListingAgreement forms the part of the Annual Report
The requisite certificate from the Practicing Company Secretary confirming thecompletion of condition on Corporate Governance.
MANAGEMENT'S DISCUSSIONS ANDANALYSIS:
1. Industry Trends and Developments
The year 2016-17 has been a mixed year for global marine market. Your company continuesto face an increase in requirement for specialized offshore vessels globally forsurveillance survey transportation of crew and materials through water ways and forvessels for security purpose and this trend will continue to grow.
Your Company's range of professional services and superior vessel management ensurethat your company is on a continuous growth curve in the long term outlook.
2. The year in perspective:
Your Company has made remarkable progress with ongoing projects in chartering the FastInterceptors Crafts/Vessels for guarding the offshore boarders and for transportation ofmen and materials through water ways and is planning to expand the same by entering intocontract with other Companies apart from Government for provided support service vesselsfor patrolling.
Your company has acquired a state of the art patrol/crew vessel and will continue toexpand it's fleet during the coming years.
3. Future Prospects & Outlook:
The Management of the Company are cautiously optimistic about future growth prospectsand working towards new project facilities expansion and most importantly understandingthe changing customers preference and demands and fostering long term profitablerelationship with Customer.
4. Business Risks and Management's assessments -
Your Company has identified the following risks that may arise:- Availabilitv offinancial resources:
The Company expects a substantial increase in revenue by way of additional contracts.However these contracts will require heavy investment for procurement of vessels andoffshore assets and have tenure forfixed period.
5. Human Resources and Industrial Relations -
The Board wishes to express its deep appreciation to all employees in your Company fortheir contributions to your Company during the year. Harmonious relations continued toprevail in the organization strengthening the well-established traditions of fairness indealings and commitment to the future growth of employees through sustained growth of yourcompany.
Financial Condition and Operational Performance
5.1 Share Capital
The Company has at present only one class of shares. The authorized share capital is52 50000 Equity shares of Rs. 10/- each constituting to Rs. 52500000/-.There was noincrease in the paid up capital of Rs. 52500000/- during the year under reviewoutstanding at the year end to 49783000 equity sharesof Rs.10/-each.
5.2. Fixed Assets
During the year 2016-2017 the Company has added INR143029614/- to the gross block ofassets.
5.3. Net Worth
The Net Worth for the year ended March 312017 is INR 144111271/-. compared to theNet worth of INR 135747620/-. for the same period last year registering overallimprovement in the Net Worth.
The Net Worth has been increased by 20.29 % compared to previous year 26.65%.
In the year under review the total revenue of the Company was INR 68890698/- comparedto IN R 99404727/- for the same period in the previous year.
5.5. Operating Profit (EBIDT)
The Company earned operating profit of INR 30874298/- and continues to declare profityearly.
5.6 Internal Control Systems and their adequacy -
The Company has adequate internal control systems in place. With a view to monitor theCompany's performance as well as to make sure that internal checks and controls areoperating properly the Company has system of checking the adequacy of its internalcontrol.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
| ||By the order of the Board |
| ||For DUKE OFFSHORE LIMITED |
| ||Sd/- Avik George Duke |
|Place : Mumbai ||Managing Director |
|Date : 30.05.2017 ||DIN:02613056 |