auditors report share price Directors report

To,

The Members of

Duke Offshore Limited,

Your Directors have pleasure in presenting the 37^th 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 31^st March 2023 and the date of Boards 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 30^th 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.

AUDITOR’S 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 engine’s 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 Board’s 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 Board’s 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 Directors 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.

Company’s 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).

Company’s Reply: Company is in process to transfer the same.

3. It is observed that company’s Independent Director are not yet registered with the independent director data base the same is in due process.

Company’s 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