Your Directors have pleasure in presenting the 34th Annual Report togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2020
|Particulars ||2019-20 ||2018-19 |
|Revenue From Operation ||42558739 ||92503961 |
|Other Income ||1730863 ||658785 |
|Total Income ||44289602 ||93162746 |
|Profit/Loss before Tax and Exceptional / Extraordinary Item ||- 39820786 ||7048223 |
|Exceptional Items ||- ||- |
|Profit/Loss For the year before Tax ||- 39820786 ||7048223 |
|Provision for Taxation || || |
|Current Tax ||483605 ||956000 |
|Deferred Tax ||-13438488 ||1377250 |
|MAT Credit Entitlement ||- ||(956000) |
|Profit/ Loss After Tax ||-26865903 ||5670973 |
|Profit brought forward from Previous Year ||51382350 ||94997377 |
|Profit/Loss available for Appropriation ||-26865903 ||100668350 |
|Less: Appropriations || || |
|Issue of Bonus Shares ||- ||(49286000) |
|Profit/Loss Carried to Balance Sheet ||24516447 ||51382350 |
STATE OF COMPANY AFFAIRS:
Our company is now essentially a debt free company.
The COVID-19 pandemic has disrupted demand and supply chains across industriesnegatively impacting the business of companies and driving the global economy towards arecession. Governments in several countries have imposed stringent lockdown in a bid tocontain the spread of the disease. This in turn has forced companies to reconfigure howtheir employees work and how their core business processes are supported and delivered.These events could cause companies to pause and reprioritize their spending on technologyand business process outsourcing. New projects of several oil and gas majors have been puton hold or postponed. However your company has managed to sustain its self in thesetesting conditions.
This is a true testament to the professional approach of the management and theflexibility of our company to juggle between near shore work and our contacts in theoffshore oil and gas industry.
Being in the niche business and specializing in the marine security business yourcompany continues to plan and expand its 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 workingwith several new clients as well. The company is also providing vessels for crew transferand marine survey hence broadening our customer base. Benefiting from our engineeringbackground strong financial base and good business acumen the company now plans todiversify into shore based infrastructure projects not limited to oil gas and water. Thiswill further increase our customer base and unlimite the companies capabilities.
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 2020 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 2019-20 the Company held 4 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 2019 ||5 ||5 |
|2 05th August 2019 ||5 ||5 |
|3 12th November 2019 ||5 ||5 |
|4 11th February 2020 ||5 ||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. S C M K & CO LLP Chartered Accountants proposed to be appointed asStatutory Auditors from the F.Y 2020-21 to 2024-25 in the Annual General Meeting held onWednesday 30th December 2020 and their continuance of appointment and paymentof remuneration are to be 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 2020 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 ||Year Ended 31st March 2020 (In Rs.) ||Year Ended 31st March 2019 (In Rs.) |
|1. Avik George Duke ||Chairman & Managing Director ||4800000 ||4800000 |
|2. Shaival Trivedi ||Chief Financial Officer ||2100000 ||2100000 |
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: (Amount in Rs.)
|Type of Income ||31st March 2020 ||31st March 2019 |
|Marine & Offshore Income ||26987866 ||65984858 |
|Total ||26987866 ||65984858 |
|Type of Expenses ||31st March 2020 ||31st March 2019 |
|Foreign Travelling ||17400 ||212849 |
|Spares ||7098832 ||2433197 |
|Other Payments ||235087 ||373545 |
|Total ||7351319 ||3019591 |
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 its maintenance ability and focus on a NIL downtime performance as ithas 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 ||Resignation Date |
|1. Mr. Sujay Nitin Kantawala ||Independent Director ||25/09/2014 ||N.A |
|2. Ms. Harshika S. Katariya ||Independent Woman Director ||23/03/2015 ||N.A |
|3. Mr. Pranay Mehta ||Independent Director ||18/01/2019 ||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 corporategovernance as stipulated under clause 49 of the Listing Agreement forms the part of theAnnual Report. The requisite certificate from the Practicing Company Secretary confirmingthe completion of condition on Corporate Governance.
MANAGEMENT'S DISCUSSIONS AND ANALYSIS:
1. Industry Trends and Developments:
The year 2018-19 has been a mixed year for global offshore market. The price of oil andthe global dependency on it is being reduced. There is a requirement for specializedoffshore vessels globally for surveillance for transportation of men and materials throughwater ways and for vessels for security purpose and this trend will continue to grow.
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.
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:
Availability of financial resources: The Company expects a substantial increase inrevenue by way of additional contracts. However these contracts will require heavyinvestment for procurement of vessels and offshore assets and have tenure for fixedperiod.
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.
6. 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/- and The paid upcapital is Rs. 98572000 (9857200 Equity shares of Rs. 10/- each) during the year underreview. Out-standing at the year end to 9857200 Equity shares of Rs.10/- each
6.2. Fixed Asset
During the year 2019-2020 the Company has gross block of assets of Rs. 157622360/-
6.3. Net Worth
The Net Worth for the year ended March 312020 is Rs. 123585447/- compared to the Networth of Rs. 150451350/- for the same period last year. The Net Worth has been decreasedby 17.86 % compared to previous year on account of Loss of Rs. 26865903/- for theFinancial year ended 31.03.2020.
In the year under review the total revenue of the Company was Rs. 44289602/- comparedto Rs. 93162746/- for the same period in the previous year. The revenue has beendecreased by 52% as compared to previous year.
6.5. Operating Profit (EBITDA)
The Company reported EBITDA Loss for Rs. 12961587/- for F.Y ended on 31.03.2020against Positive EBITDA of Rs. 38113913/- for the F.Y. ended on 31.03.2019 as a resultof drop in revenue while the expenses remained as at previous year level.
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.
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 : 31/07/2020 ||DIN: 02613056 |