To,
The Members of
Duke Offshore Limited,
Your Directors have pleasure in presenting the 37th Annual Report together
with the Audited Statement of Accounts and the Auditors Report of your company for
the financial year ended, 31st March, 2023.
FINANCIAL HIGHLIGHTS (In Lakhs except EPS)
Particulars |
2022-23 |
2021-22 |
Total Revenue |
278.06 |
145.82 |
Profit before depreciation and tax |
-38.67 |
-208.86 |
Profit before tax |
-128.10 |
-390.79 |
Profit after tax |
-0.46 |
-4.17 |
Earnings Per Share (EPS) |
-0.46 |
-4.17 |
CHANGE OF BUSINESS IF ANY:
Our company continues to dominate near shore business in India and is working with
several new clients as well. The company is also providing vessels for crew transfer and
marine survey hence broadening our customer base. Benefiting from our engineering
background, strong financial base and good business acumen the company now plans to
diversify into shore-based infrastructure projects not limited to oil, gas and water. This
will further increase our customer base and unlimited the companies capabilities.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:
Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority
(Accounting, Audit, Transfer & Refund) Rules, 2016, all dividends remaining
unpaid/unclaimed for a period of 7 years from the date of their transfers are required to
be transferred by the Company to the IEPF established by the Government of India.
Accordingly all unpaid or unclaimed dividends up-to the Financial Year 2015-16 has been
due for payment and company has completed its process and already filed the relevant
forms. Further, as per the aforesaid provisions all relevant shares corresponding to the
aforesaid unpaid/unclaimed dividends have also been transferred to the demat account of
the IEPF authority as per the details mentioned below:-
Sl. No. |
Particulars |
No. of Records |
No. of Share |
1. |
Aggregate number of shareholders & the outstanding shares in the aboveDe- mat
account lying at the beginning of the year i.e. on April 1, 2022 |
257 |
105400 |
2. |
Number of shareholders who approached issuer for transfer of shares from above De-mat
account during the year |
Nil |
Nil |
3. |
Number of shareholders whose shares transferred from above Demat account during
2022-23 |
Nil |
Nil |
4. |
Aggregate number of shareholders and outstanding shares in the above Demat account
lying at the end of the year as on March 31, 2023 |
257 |
105400 |
MATERIAL CHANGES AND COMMITMENTS:
The particulars as required under the provisions of Section 134(3) (l), no changes have
occurred which have affected the financial position of the company between 31st
March 2023 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, 2013
and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9
is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year 2022-23, the Company held 5 board meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 which is summarized as below. The
provisions of Companies Act, 2013 and listing agreement were adhered to while considering
the time gap between two meetings.
S No. |
Date of Meeting |
Board Strength |
No. of Directors Present |
1 |
30 May 2022 |
6 (including CFO) |
6 (including CFO) |
2 |
13 Aug 2022 |
6 (including CFO) |
6 (including CFO) |
3 |
06 Sep 2022 |
6 (including CFO) |
6 (including CFO) |
4 |
12 Nov 2022 |
6 (including CFO) |
6 (including CFO) |
5 |
13 Feb 2023 |
6 (including CFO) |
6 (including CFO) |
DIRECTORS' RESPONSIBILITY STATEMENT: a. Pursuant to Section 134(5) of the Companies
Act, 2013 the Board of Directors of the Company confirms that in the preparation of the
annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures. b. The directors have selected such
accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of state of affairs of the
company at the end of the financial year and of profit and loss of the company for that
period. c. The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets 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 financial controls to
be followed by the company and that such internal financial controls are adequate and were
operating effectively.
AUDITORS:
The Statutory Auditors of the Company, M/s S C M K & Co. LLP, Chartered Accountants
[ICAI Registration No. W100662], had been appointed at the Annual General Meeting held on
30th December, 2020 for a term of five consecutive years i.e., up to the
conclusion of Annual General Meeting for the financial year 2024-2025, The statutory
auditor confirmed that, they satisfy the eligibility criteria to be ratified as Statutory
Auditor in the Company.
AUDITORS REPORT
There are remarks given by the Auditor in their Report as below:
1. The Company has delayed transferring Rs. 3.02 lakh to the Investor Education and
Protection Fund. The same is now in process.
REPORTING OF FRAUD BY AUDITORS
During the year under review, statutory auditor has not reported any instances of Fraud
committed against the Company by its officers or employee, the details of which needed to
reported to the Board as per Section 143(12) of the Companies Act, 2013.
LOANS, GUARANTEES AND INVESTMENTS:
The Company had disclosed loans, guarantees or investments made under Section 186 of
the Companies Act, 2013 during the year under review in the financial statement if
applicable.
RELATED PARTY TRANSACTIONS:
The company had disclosed the transaction with related parties in the financial
statement if applicable.
DIRECTORS& KMP: Remuneration to the Key Management Personnel (KMP)
For The For The Sr. Year Ended Year Ended No. Name Designation Transaction
31st March 31st March 2023 (In 2022 (In Rs.) Rs.)
1. Avik G. Duke Chairman & Managing Director Remuneration 54,85,000 49,03,500
2. George D. Duke Promoter, and Father of Professional 8,33,000 20,00,000 Chairmanand
Managing Fees, Director Conveyance
2. Venkatesham Chief Financial Officer Salary 5,15,000 5,15,000 Busa of conservation of
energy and technology absorption have not been furnished considering the nature of
activities undertaken by the company during the year under review.
(a). Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the
following:
(i) Steps taken by the company for utilizing alternate sources of energy including
waste generated our company has put into effect a fuel saving scheme on all vessels. This
minimizes our carbon foot print and helps protect our environment. Your company has also
made efforts to recycle waste on board all vessels. (ii) Capital investment on energy
conservation equipment- There has been no capital investment for the same except for the
fact that the company is reducing engines size to save on fuel consumption and hence
carbon emissions.
(b). Technology absorption:
1. Your company has been actively involved in new technology absorption and is gearing
up to meet global standards. 2. Benefits derived as a result of the above efforts, has
been considerable fuel savings which have benefitted our clients and the environment.
(c ) Foreign exchange earnings and Outgo:
Type of Income |
31 March, 2023 |
31 March, 2022 |
Marine & Offshore Income |
1,68,750 |
40,625 |
Total |
1,68,750 |
40,625 |
Type of Expenses |
31st March, 2023 |
31st March, 2022 |
ForeignTravelling |
- |
- |
Engines/Spares |
24,55,899 |
44,77,515 |
Other Payments |
1,28,219.54 |
- |
Total |
25,84,118.54 |
44,77,717 |
RISK MANAGEMENT:
The price of crude oil declined significantly this year. Forecasts predict an upward
trend in the coming years. To mitigate this risk your company continues to concentrate on
near 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 company continues
to improve its maintenance ability and focus on a NIL downtime performance as it 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 (Corporate
Social Responsibility Policy) Rules, 2014 and schedule VII of the Companies Act, 2013, the
company has duly constituted CSR Committee. The committee has decided the activities to be
undertaken by the company and the expenditures to be incurred on the same and recommended
the 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 an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Compliance Committees. A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the
Boards functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. A separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of judgment, safeguarding the interest
of the Company and its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The performance evaluation of
the Chairman and the Non- Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department.
INDEPENDENT DIRECTORS & DECLARATION
The Board of Directors of the Company hereby confirms that all the independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under section
149(6) of the Companies Act, 2013.
Sr. No. |
Name |
Designation |
Appointment Date |
Resignation Date |
1. |
Mr. Sujay Nitin Kantawala |
Independent Director |
25/09/2014 |
N.A |
2. |
Ms. Revati Ganesh Pambala |
Independent Director |
17/12/2021 |
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 and
Remuneration
Committee and approved by Boards in Board meeting, subject to the subsequent
approval of the shareholders at the General Meeting and such other authorities, as may be
required. The remuneration is decided after considering various factors such as
qualification, experience, performance, responsibilities shouldered, industry standards as
well as financial position of the Company.
Any director who is in receipt of any commission from the company and who is a managing
director or whole time director of the company shall not be disqualified from receiving
any remuneration or commission from any holding company or subsidiary company of such
company .(section 197 (14))
REMUNERATION TO NON-EXECUTIVE DIRECTORS:
No remuneration has been paid to Non-executive Directors of the company during the
year.
The company shall disclose the number of shares and convertible instruments held by
non-executive Directors.
SECRETARIAL AUDIT & ITS REPORT
As required by section 204 of the Companies Act, 2013, M/s R S Rajpurohit & Co,
Practicing Company Secretary of Mumbai was appointed as the Secretarial Auditor of the
Company and he has carried out the Secretarial Audit of the Company and has submitted his
Report which is annexed to this report along with 'Annexure-II'. The aforesaid report
contains some qualification, reservation or adverse remarks which need explanation in the
Director's Report.
1. It is observed that company is late in Filling of forms and in fund transfer to
Investor Education and ProtectionFunds. The Company has delayed transferring amount to the
IEPF and do the non-compliance for IEPF process and we have made the comment on the same.
Companys Reply: Company is in process to transfer the same.
2. It is observed that Company is in process to appoint internal auditor for the
financial 2023-2024 as required by the SEBI (LODR).
Companys Reply: Company is in process to transfer the same.
3. It is observed that companys Independent Director are not yet registered with
the independent director data base the same is in due process.
Companys Reply: Company is in due process for the same.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of
the Listing Agreement, the company has established Vigil Mechanism for directors and
employees to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your Company has a well-established framework of internal operational and financial
controls, including suitable monitoring procedures systems which are adequate for the
nature of its business and size of the operations.
CORPORATE GOVERNANCE REPORT AND CERTIFICATE:
SEBI Regulations on compliance of conditions of Corporate Governance does not apply to
the Company. However, Company is complying with all other SEBI regulations and listing
agreements.
|
By the order of the Board For |
|
DUKE OFFSHORE LIMITED |
|
Sd/- Avik George Duke |
Date: 14th August, 2023 |
DIN: 02613056 |
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