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Duke Offshore Ltd.

BSE: 531471 Sector: Oil & Gas
NSE: N.A. ISIN Code: INE397G01019
BSE 00:00 | 21 Jan 23.70 -1.45
(-5.77%)
OPEN

23.65

HIGH

25.45

LOW

23.55

NSE 05:30 | 01 Jan Duke Offshore Ltd
OPEN 23.65
PREVIOUS CLOSE 25.15
VOLUME 134
52-Week high 54.00
52-Week low 14.53
P/E 53.86
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 23.65
CLOSE 25.15
VOLUME 134
52-Week high 54.00
52-Week low 14.53
P/E 53.86
Mkt Cap.(Rs cr) 23
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Duke Offshore Ltd. (DUKEOFFSHORE) - Director Report

Company director report

To The Members

Your Directors have pleasure in presenting the 32nd Annual Report together with theAudited Statement of Accounts and the Auditors' Report of your company for the financialyear ended 31 March 2018.

FINANCIAL HIGHLIGHTS (Amount in Rs.)

2017-18 2016-17 #
Particulars
` `
Revenue From Operation 91115582 67657630
Other Income 469979 1255306
Profit For the year before Tax and Exceptional / Extraordinary Item 91585561 68912936
Exceptional Items - -
Profit For the year before Tax 7073022 16323277
Provision for Taxation
Current Tax 4805447 3091915
Deferred Tax 5970705 3694574
MAT Credit Entitlement (1561723) (1763238)
Profit After Tax (2141407) 11300026
Profit brought forward from Previous Year 103083622 92051969
Profit available for Appropriation 100942215 103351995
Less: Appropriations
Transferred to General Reserve - -
Proposed Dividend (Including Tax) (5944838) (268373)
Interim Dividend (Including Tax) - -
Profit Carried to Balance Sheet 94997377 103083622

# The figure for the F.Y 2016-17 are as per IndAS please refer Note 22 of the financialstatements for Reconciliation.

STATE OF COMPANY AFFAIRS:

Your company has been growing steadily over the past few years with a quantum jump visa vis last year of 34.67% in turnover. Although oil prices are still depressed the companyhas shown significant growth in turnover due to it's flexibility to operate in offshoreand near shore contracts due to the flexibility of it's fleet and foresight of themanagement.

Our newly started dredging support unit has been able to capitalize on a few contractsfrom leading international dredging companies and besides being a leader in offshoremaritime security has forged substantial milestones in dredging support as well.

Being entrenched in the niche business of dredging support and specializing in themarine security business your company continues to plan and expand it's fleet in thecoming financial year.

This year your company has added to it's fleet of vessels by taking on some debt. Thecompany has invested in new vessels and the depreciation in our balance sheets is up by58.06%. In addition your company serviced loan re payments on time to the tune of 1.51.crwhich has affected the profitability in the short run. Your company intends pre pay thisloan in a period of 36 months and this will ensure that all current vessels will return toa debt free status. Besides all the fore mentioned expenses your company has robust cashreserves and a healthy cash flow.

Your company has successfully completed the financial year with all our vessels beingchartered to foreign companies and some to the Indian Navy. DOL has now has it's own inhouse HSSE experts that ensure that all vessels are run and operated to the highest safetystandards in the world.

The management of DOL is focused on fleet expansion in an orderly manner for thecurrent year and looks forward to keeping your company growing at a significant pace.

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 Platformsupply vessels and other specialized vessels.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

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.

MATERIAL CHANGES AND 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 between 31stMarch 2016 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 2017-18 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.

Date of Meeting Board Strength No. of Directors Present
1. 30th May 2017 100% 5
2. 21st July 2017 100% 5
3. 14th November 2017 100% 5
4. 14th December 2017 100% 5
5. 13th January 2018 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.

AUDITORS

M/s D. B. Ketkar & Co. Chartered Accountants were appointed as StatutoryAuditors for the F.Y. 2017 – 2018 in the Annual General Meeting held on 28thSeptember 2017 and their continuance of appointment and payment of remuneration are tobe confirmed and 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 2018 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

DIRECTORS and KMP : Remuneration to the Key Management Personnel (KMP) (Amount in Rs.)

Name Designation year ended 31st March 2018 year ended 31st March 2017
1 Mr. Avik G. Duke Chairman & Managing Director 4800000 2700000
2 Mr. Shaival Trivedi Executive Director & CFO 2100000 2100000
Total 6900000 4700000

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:

1. Your company has been actively involved in new technology absorption and is gearingup to meet global standards.

2. 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

31st March 2018 31st March 2017
Type of Income Rs. Rs.
Marine and Offshore Income 41341078 54659618
Total
31st March 2018 31st March 2017
Type of Expenses Rs. Rs.
Foreign Travelling 374520 287527
Import of Spares for Marine Vessel 2745035 1735011
Import of Marine Vessel – Duke Sprint - 125737863
Import of Marine Vessel – Duke Express 24168673 -
Other Payments 128477 -
Total 27416705 127760401

RISK MANAGEMENT:

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 slow down 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.

DEPOSITS/PUBLIC DEPOSITS

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.

ANNUAL EVALUATION

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.

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 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.

VIGIL MECHANISM

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 AND ANALYSIS:

1. Industry Trends and Developments

The year 2017-18 has been a mixed year for global marine market. There is an increasingrequirement for specialized offshore vessels globally for surveillance for transportationof men and materials through water ways and for vessels for security purpose and thistrend will continue to grow.

Your Company's range of professional services are inspection of oil fields platform& operations diving vessel management and marine logistics charter of Fastinterceptor Craft and allied marine vessels for surveillance crew transfer and dredgingsupport

2. The year in perspective:

Your Company has made remarkable progress with ongoing projects in chartering the FastInterceptors crafts and vessels for guarding the offshore boarders oil fields and fortransportation of men and materials through water ways. The newly started dredging unithas performed extremely well and has significantly contributed to the overall growth ofyour company. Your company is planning to expand the same by entering into contract withother companies apart from the Government for providing support service vessels forpatrolling and other marine based activities.

3. Future Prospects & Outlook:

The Management of the Company are optimistic about future growth prospects and workingtowards new project facilities expansion and most importantly understanding the changingcustomers preference and demands and fostering long term profitable relationship with ourever growing customers.

4. Business Risks and Management's assessments –

Your Company has identified the following risks that may arise:

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.

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. Your company has opened its own HSSE department to ensure safe working practiceson a global level.

Financial Condition and Operational Performance

6.1 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/-. There wasno increase in the paid up capital of Rs. 49783000/- during the year under review.Out-standing at the year end to 4928600 equity shares of Rs.10/- each.

6.2. Fixed Assets

During the year 2017-2018 the Company has added INR 41287372/- to the gross block ofassets.

6.3. Net Worth

The Net Worth for the year ended March 31 2018 is INR 144780377/-. compared to theNet worth of INR 152866622/- for the same period last year registering overall decreasein the Net Worth. The Net Worth has been decreased by 5.29 % compared to previous yearwhich can be attributed to MAT credit write-off.

6.4. Revenues

In the year under review the total revenue of the Company was INR 91585561/- comparedto INR 68912936/- for the same period in the previous year. The revenue has beenincreased by 32.90% as compared to previous year.

6.5. Operating Profit (EBITDA)

The Company earned operating profit of INR 34987930/- (P.Y. INR 31109631/-)representing increased by 12.47% of gross revenue which is due to comparatively increasein direct revenue and other expenses remaining stable.

6.6 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.

ACKNOWLEDGEMENT

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 : 30.05.2018

DIN: 02613056