Your Directors have pleasure in presenting the 33rd Annual Report together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31st March 2019.
|Particulars ||2018-19 ||2017-18 |
| ||Rs. ||Rs. |
|Revenue From Operation ||92503961 ||91115582 |
|Other Income ||658785 ||469979 |
|Profit For the year before Tax and Exceptional /Extraordinary Items ||93162746 ||91585561 |
|Exceptional Items ||- ||- |
|Profit For the year before Tax ||7048223 ||7073022 |
|Provision for Taxation || || |
|Current Tax ||956000 ||4805447 |
|Deferred Tax ||1377250 ||5970705 |
|MAT Credit Entitlement ||(956000) ||(1561723) |
|Profit After Tax ||5670973 ||(2141407) |
|Profit brought forward from Previous Year ||94997377 ||103083622 |
|Profit available for Appropriation ||100668350 ||100942215 |
|Less: Appropriations || || |
|Issue of Bonus shares ||(49286000) ||- |
|Proposed Dividend (Including Tax) ||- ||(5944838) |
|Profit Carried to Balance Sheet ||51382350 ||94997377 |
STATE OF COMPANY AFFAIRS:
With trying times in the offshore oil and gas industry your company had announced adiversification into the dredging business last year. Another business vertical was formedand we are pleased to announce that 37.624 % of our turnover has come from the dredgingindustry. We envisage this vertical to grow in the years to come.
With most of your company's clients being blue chip multinational company's we plan toexpand our business globally and plans have been drawn up to open an office andmaintenance facility in the middle east. This will significantly effect the bottom line ofthe company in a positive manner.
Another milestone achieved by your company was to reward our shareholders with 1:1share bonus. The ability of your company to perform well over the years continuously hasmade this milestone possible which was unanimously passed in the AGM last year.
This year has seen an increase in turnover and your company has paid a significantamount towards principal and interest on its new vessels. Despite these outgoings yourcompany continues to have a positive cash flow and stay very healthy.
Your company continues to expand it's fleet in niche area's of the marine industry andefforts are continuously being made to maintain a young and efficient fleet.
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 andPlatform supply vessels. Over this financial year we have also opened a fleet maintenanceunit which has seen a good performance.
TRANSFER OF UNCLAIMED DIVIDEND TO IEPF
Since Section 205A of the Companies Act 1956 as amended from time to time and/orrelevant corresponding provisions of the Companies Act 2013 once notified 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.
The Company had declared and paid one Maiden interim in the Financial year 2011-12 videboard meeting dated 30th March 2012 and Final dividend in the 26th Annual General Meetingheld on 30th July 2012 out of which such amount remain unclaimed and the unclaimed amountlying in respective account maintained by IDBI Bank CMS Division Nariman Point Mumbaifor the period of 7 years as on 31st March 2019 the Company is in process to transfersuch unclaimed amount and shares to the Investor Education and Protection Fund (IEPF) inmean time.
MATERIAL CHANGES & COMMITMENTS
The particulars as required under the provisions of Section 134(3) (l) no changes haveoccurred which have affected the financial position of the company occurred on 31st March2019 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 2018-19 the Company held 8 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. ||30th May 2018 ||80% ||4 |
|2. ||25th July 2018 ||80% ||4 |
|3. ||12th October 2018 ||80% ||4 |
|4. ||30th October 2018 ||80% ||4 |
|5. ||2nd November 2018 ||80% ||4 |
|6. ||18th January 2019 ||100% ||4 |
|7. ||25th February 2019 ||100% ||5 |
|8. ||18th March 2019 ||100% ||5 |
DIRECTORS' RESPONSIBILITY STATEMENT
a. Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that In the preparation of the annual accounts the applicable accountingstandards had been 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.
M/s D. B. Ketkar & Co. Chartered Accountants were appointed as StatutoryAuditors for the F.Y. 2018 - 2019 in the Annual General Meeting held on 27th September2018 and their continuance of appointment and payment of remuneration are to be confirmedand approved 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 ended31st March 2019 is annexed herewith 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 Company.
DIRECTORS & KMP: Remuneration to the Key Management Personnel (KMP)
|Name ||Designation ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
| || ||(In Rs.) ||(In Rs.) |
|1. Mr. Avik G. Duke ||Chairman & Managing Director ||4800000 ||4800000 |
|2. Mr. Shaival Trivedi ||CFO & Executive Director ||2100000 ||2100000 |
| ||Total ||6900000 ||6900000 |
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:
(i). Steps taken by the company for utilizing alternate sources of energy includingwaste generated our company has put into affect a fuel saving scheme on all vessels. Thisminimizes our carbon foot print and helps protect our environment. Your company has alsomade efforts to recycle waste on board all vessels.
(ii). Capital investment on energy conservation equipment- There has been no capitalinvestment for the same.
(b) Technology absorption:
(i). Your company has been actively involved in new technology absorption and isgearing up to meet global standards.
(ii). Benefits derived as a result of the above efforts has been considerable fuelsavings which have benefitted our clients and the environment.
|(c) Foreign exchange earnings and Outgo: || ||(Amount in Rs.) |
|Type of Income ||31st March 2019 ||31st March 2018 |
|Marine and Offshore Income ||65984858 ||41341078 |
|Total ||65984858 ||41341078 |
|Type of Expenses ||31st March 2019 ||31st March 2018 |
|Foreign Travelling ||212849 ||374520 |
|Import of Spares for Marine Vessel ||2433197 ||2745035 |
|Import of Marine Vessel Duke Express ||0 ||24168673 |
|Other Payments ||373545 ||128477 |
|Total ||3019591 ||27416705 |
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.
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 the 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 & 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.
|Name ||Designation ||Date of appointment ||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 ||18/01/2019 ||Death |
|4. Mr. Pranay Mehta ||Independent Director ||18/01/2019 ||N.A. ||N.A. |
|5. Mrs. Prafulla Anil Devaliya ||Company Secretary ||01/03/2019 ||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 governance andadhere 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 & ANALYSIS:
1. Industry Trends & Developments
The year 2018-19 has been a mixed year for the oil and gas sector. There is anincreasing requirement for specialized offshore vessels globally for surveillancetransportation of men and materials through water ways and dredging purposes and thistrend will continue to grow.
Your Company's range of professional services are inspection of oil fields platform& operations vessel management and marine logistics charter of Fast interceptorCraft fleet maintenance and allied marine services for surveillance along with othermarine related activities.
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 also made significant inroads in the dredging support andmaintenance industry.
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 & Management's assessments:
Your Company has identified the following risks that may arise:
5. Availability of financial 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 for fixed period.
6. Human Resources & 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.
7. Financial Condition & Operational Performance
7.1 Share Capital
The Company has at present only one class of shares. The authorized share capital is30000000 Equity shares of Rs. 10/- each constituting to Rs. 300000000/-. TheCompany has issued 49286000 (4928600 Equity shares of Rs. 10/- each) as Bonus Sharesto its existing Shareholders during the financial year 2018-19. Therefore the paid upcapital has been increased form Rs. 49286000 (Consisting 4928600 Equity shares of Rs.10/- each) to Rs. 98572000 (Consisting 9857200 Equity shares of Rs.10/- each) at theyear.
7.2. Fixed Asset
During the year 2018-2019 the Company has added INR 3321098/- to the gross block ofassets.
7.3. Net Worth
The Net Worth for the year ended March 31 2019 is INR 150451350/- compared to theNet worth of INR 144780377/- for the same period last year registering overallimprovement in the Net Worth.
The Net Worth has been increased by 3.92 % compared to previous year -5.29%.
In the year under review the total revenue of the Company was INR 93162746/- comparedto INR 91585561/- for the same period in the previous year.
The revenue has been increased by 1.72% as compared to previous year 32.90%.
7.5. Operating Profit (EBIDTA)
The Company earned operating profit of INR 38113913/- (P.Y. INR 34987930/-)representing increased by 8.93% of gross revenue which is due to comparative decreaseemployee benefit reduced.
7.6 Internal Control Systems & 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 : 30.05.2019 ||DIN: 02613056 |