Duke Offshore Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 35th Annual Report together with the Audited Statement of Accounts and the Auditors Report of your company for the financial year ended, 31st March, 2021.

FINANCIAL HIGHLIGHTS:

Particulars 2020-21 2019-20
Total Revenue 1,90,84,234 4,42,89,602
Profit before depreciation and tax -89,93,788 -2,22,18,256
Profit before tax -2,26,76,918 -3,98,20,786
Profit after tax -1,96,78,146 -2,68,65,903
Earnings Per Share (EPS) -2.00 -2.73

STATE OF COMPANY AFFAIRS:

The covid-19 pandemic has disrupted demand and supply chains across industries, negatively impacting the business of companies and driving the global economy towards a recession. Governments in several countries have imposed stringent lockdown in a bid to contain the spread of the disease. This in turn has forced companies to reconfigure how their employees work and how their core business processes are supported and delivered. Your company has always maintained a certain amount of flexibility and was able to cope with the pandemic and lockdowns. These events could cause companies to pause and reprioritize their spending on technology and business processes. New projects of several oil and gas majors have been put on hold or postponed. However your company has managed to sustain its self in these testing conditions and will continue to emerge stronger as time unfolds.

This is a true testament to the professional approach of the management and the flexibility of our company to do both near shore work and our contacts in the offshore oil and gas industry.

Being in the niche business and specializing in the marine security your company 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 will continue 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 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 upto the Financial Year 2011-12 & 2012-13 has been due for payment and company has completed its process and already filed the relevant forms, however due to some technical reason bank not process the payment before year end. The Financial Year 2014-15 related IEPF transfer process will be end by the Company by November, 2021 to the aforesaid fund. 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 above De-mat account lying at the beginning of the year i.e. on April 1,2020 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 De-mat account during 2020-21 257 105400
4. Aggregate number of shareholders and outstanding shares in the above De-mat account lying at the end of the year as on March 31,2021 Nil Nil

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 occurred between 31st March 2021 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 2020-21, the Company held 5 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, which is summarized 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 31st July, 2020 5 5
2 15th September, 2020 5 5
3 13th November, 2020 5 5
4 11th February, 2021 5 5
5 30th March, 2021 5 5

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 the state of affairs of the company at the end of the financial year and of the 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. 131025W ], 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 appointed as Statutory Auditor in the Company.

AUDITORS REPORT

There is no qualification, reservation, adverse remark or disclaimer given by the Auditor in their Report except following remarks mentioned in sub-paras mentioned below of paragraph:

The Company has delayed transferring Rs. 3.17 lakhs to the IEPF.

According to the information and explanation given to us and based on the records of the Company examined by us, the Company is regular in depositing the undisputed statutory dues except as disclosed below, including Provident Fund, Employees State Insurance, Income Tax, Custom Duty, Goods and Service Tax and other material statutory dues, as applicable, with the appropriate authorities in India. The dues which are outstanding for more than six months from the due date of payment are disclosed below;

Name of the Statute Nature of Dues Amount Period to which the amount relates Due Date Date of Payment
The Maharashtra State Tax On Professions, Trade, Callings And Employments Act, 1975 Deduction from Employees 25,500 FY 2018-19 31st March 2019 07th June 2021
The Maharashtra State Tax On Professions, Trade, Callings And Employments Act, 1975 Deduction from Employees 24,400 FY 2019-20 31st May 2020 07th June 2021

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 need to report to the Board under Section 143(12) of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable RELATED PARTY TRANSACTIONS:

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company.

DIRECTORS & KMP: Remuneration to the Key Management Personnel (KMP)

Sr. No. Name Designation Transaction For The Year Ended 31st March 2021 (In Rs.) For The Year Ended 31st March 2020 (In Rs.)
1. Avik G. Duke Chairman & Managing Director Remuneration 48,00,000 48,00,000
2. Shaival Trivedi Chief Financial Officer Salary 9,24,537 21,00,000
3. George A. Duke Promoter, and Father of Chairman and Managing Director Professional Fees 20,00,000 -

* Mr. Shaival Trivedi has been resigned w.e.f 30th March, 2021

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 Companies Act, 2013 in respect 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.

(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 31st March, 2021 31st March, 2020
Marine & Offshore Income (VAT Refund) 40,625 26,987,866
Total 40,625 26,987,866
Type of Expenses 31st March, 2021 31st March, 2020
Foreign Travelling - 17,400
Engines/Spares 930,122 7,098,832
Other Payments - 235,087
Total 930,122 7,351,319

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 NonIndependent 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. 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 and Remuneration Committee and approved by Board 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 as Annexure-3. The aforesaid reports contain some qualification, reservation or adverse remarks which need explanation in the Directors Report.

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 Regulation 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.

MANAGEMENTS DISCUSSIONS AND ANALYSIS:

1. Industry Trends and Developments

The year 2020-21 has been a tough year for global markets. There is an increasing requirement for specialized offshore vessels globally for surveillance for transportation of men and materials through water ways and for vessels for security purpose and this trend will continue to grow.

Your Companys range of professional services are inspection of oil fields platform & operations, diving trainings, vessel management and marine logistics, charter of Fast interceptor Craft and allied marine services for surveillance.

2. The year in perspective:

Your Company has made remarkable progress with ongoing projects in chartering the Fast Interceptors Crafts/Vessels for guarding the offshore boarders and for transportation of men and materials through water ways and is planning to expand the same by entering into contract with other Companies apart from Government for provided support service vessels for patrolling.

3. Future Prospects & Outlook:

The Management of the Company are cautiously optimistic about future growth prospects and working towards new projects, facilities expansion and most importantly, understanding the changing customers preference and demands and fostering long term profitable relationship with Customer.

4. Business Risks and Managements 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 and offshore assets and have tenure for fixed period.

5. Availability of financial resources

The Company expects a substantial increase in revenue by way of additional contracts. Howeverthese contracts will require heavy investment for procurement of vessels and offshore assets andhave tenure for fixed period

6. Human Resources and Industrial Relations:

The Board wishes to express its deep appreciation to all employees in your Company for their contributions to your Company during the year. Harmonious relations continued to prevail in the organization, strengthening the well- established traditions of fairness in dealings and commitment to the future growth of employees through sustained growth of your company.

7. Financial Condition and Operational Performance 7.1 Share Capital

The Company has at present only one class of shares. The authorized share capital is 3,00,00,000 Equity shares of Rs. 10/- each, constituting to Rs. 30,00,00,000/- and The paid up capital is Rs. 98,572,000 (9,857,200 Equity shares of Rs. 10/- each) during the year under review. Out-standing at the year end to 9,857,200 Equity shares of Rs.10/- each

7.2. Fixed Asset

During the year 2020-2021 the Company has gross block of assets of Rs. 159,302,948/-

7.3. Net Worth

The Net Worth for the year ended March 31, 2021 is INR 103,907,299/- compared to the Net worth of INR 123,585,447/- for the same period last year.The Net Worth has been decreased by 15.92 % compared to previous year.

7.4. Revenues

In the year under review the total revenue of the Company was INR 19,084,234/- compared to INR 44,289,602/- for the same period in the previous year.The revenue has been decreased by 56.91% as compared to previous year.

7.5. Operating Profit (EBITDA)

The Company reported Negative EBITDA for Rs. 83,89,830/- for F.Y. ended on 31.03.2021 against Negative EBITDA of Rs. 1,29,61,587/- for the F.Y. ended on 31.03.2020 as a result of drop in revenue while the expenses remained as at previous year level.

7.6 Internal Control Systems and their adequacy

The Company has adequate internal control systems in place. With a view to monitor the Companys performance as well as to make sure that internal checks and controls are operating properly, the Company has system of checking the adequacy of its internal control.

7.7 Events after Reporting Period

The Company Vessels Duke Command and Duke Express were damaged in port due to storm "Taukate" in May, 2021. The Company has made an intimation of loss to the Insurance Company and the claim to recover the repair cost is under process. The event has impacted the turnover and profit of next financial year.

8. Acknowledgement

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

By the order of the Board For Duke Offshore Limited
Sd/- Avik George Duke
Place : Mumbai Managing Director
Date : 2nd September, 2021 DIN:02613056