Directors Report of Duke Offshore Ltd.

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting the 30^th Annual Report together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended, 31st March, 2016.

FINANCIAL HIGHLIGHTS

Particulars	2015-16	2014-15
Revenue From Operation	97,850,134	92,840,496
Other Income	1,554,593	-
Profit For the year before Tax and Exceptional / Extraordinary Item	36,927,793	34,329,038
Exceptional Items	-	5,377,336
Profit For the year before Tax	36,927,793	39,706,374
Provision for Taxation
Current Tax	10,938,590	10,417,000
Deferred Tax	1,600,648	4,197,555
Profit After Tax	24,388,556	25,091,820
Profit brought forward from Previous Year	54,148,039	34,238,923
Profit available for Appropriation	78,536,595	59,330,743
Less: Appropriations
Transferred to General Reserve	-	2,509,000
Proposed Dividend (Including Tax)	-	1,232,150
Interim Dividend (Including Tax)	1,489,975	1,441,554
Profit Carried to Balance Sheet	77,046,620	54,148,039

STATE OF COMPANY AFFAIRS:

This year has seen a drop in crude oil prices from a high of USD 110 per barrel to a low of USD 30 per barrel. These fluctuating fortunes have severely impacted the oil and gas industry. 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.

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

In these trying times we have continued to show growth with an increase in turn over from INR 9.2 cr to INR 9.7 cr. Your company has now established its self and is qualified to do niche jobs in the oil and gas sector. We are now gearing up to take our expertise global, with the induction of certain key management professionals. This has affected our profitability temporarily but is sure to pay dividends in the future.

Being in the niche business and specializing in the marine security business 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 also looking to expand further into the oil and gas market with Anchor handling tugs and Platform supply vessels. Over this financial year we have also opened a fleet maintenance unit which has seen a good performance.

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/or relevant corresponding provisions of the Companies Act, 2013 once notified, mandates that companies transfer dividend that has been unclaimed for a period of seven years from unpaid dividend account to the ''''Investor Education and Protection Fund (IEPF)''''. In accordance with the with the provisions company will transfer the amount of unpaid dividend to IEPF timely.

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 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, 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 2015-16, the Company held 4 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	28th May 2015	100%	5
2	30th July 2015	100%	5
3	14th November, 2015	100%	5
4	15th January, 2016	100%	5

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

a. 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

M/s D. B. Ketkar & Co., Chartered Accountants, were appointed as Statutory Auditors for the F.Y 2015 – 2016 in the Extra Ordinary General Meeting held on 2nd May, 2016, and their continuance of appointment and payment of 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 any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditors'' Report for the financial year ended, 31st March, 2016 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 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

Sr. No.	Name	Designation
1	Mr. Avik G. Duke	Chairman & Managing Director
2	Mr. Shaival Trivedi	Executive Director & CFO
3	Mrs. Harshika Kataria	Independent Woman Director
4	Mr. Pramod Patekar	Independent Director
5	Adv Sujay N. Kanatawala	Independent Director

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 affect 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

	31st March 2016	31st March 2015
Type of Income	Rs.	Rs.
Marine & Offshore Income	65,901,970	61,124,032
Total	65,901,970	61,124,032

Type of Expenses	31st March 2016	31st March 2015
a. Foreign Travelling	285,564	695,489
b. Import of Spares for Marine Vessels	12,450,521	-
Total	12,736,085	695,489

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 it''s maintenance ability and focus on a NIL downtime performance as it has done last year.

DIRECTORS and KMP :

Remuneration to the Key Management Personnel (KMP)

Sr. No.	Name	Designation	For the year ended 31st March, 2016	For the year ended 31st March, 2015
1	Mr. Avik G. Duke	Chairman & Managing Director	2,700,000	3,570,000
2	Mr. Shaival Trivedi	Executive Director & CFO	1,360,218	-
3	Mr. Suresh Pawar	Director	720,000	780,000
	Total		4,780,218	4,350,000

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 and 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.

S. No	Name	Designation	Date of appointment	Date of cessation	Mode of Cessation
1	Adv 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 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.

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 :

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Report on corporate governance as stipulated under clause 49 of the Listing Agreement forms the part of the Annual Report The requisite certificate from the Practicing Company Secretary confirming the completion of condition on Corporate Governance.

MANAGEMENT''S DISCUSSIONS AND ANALYSIS:

1. Industry Trends and Developments

The year 2015-16 has been a slow year for global oil and gas market. 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 Company’s range of professional services are vessel management and marine logistics, charter of Fast interceptor Craft and allied marine services for surveillance. Your company also provides dredging support services and is looking to expand it’s fleet of vessels.

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. Your company is now providing services to some of the most prestigious multi nationals in the world.

3. Future Prospects & Outlook:

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

4. Business Risks and Management''s assessments -

The fall of crude oil prices has affected all oil and gas support companies; however, your company has quickly diversified into near shore activities to mitigate this risk. The flexibility of your company was put to the test this year and we have managed to come out unscathed.

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. Your company has started the process of approaching it’s banker IDBI for additional funds to procure newer vessels.

5. 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.

Financial Condition and Operational Performance

6.1 Share Capital

The Company has at present only one class of shares. The authorized share capital is 52,28,000 Equity shares of Rs. 10/- each, constituting to Rs. 50,280,000/-.There was no increase in the paid up capital of Rs. 49286000/- during the year under review. outstanding at the year end to 49,783,000 equity shares of Rs.10/- each.

6.2. Fixed Assets

During the year 2015-2016 the Company has added I NR 14,75,668/- to the gross block of assets.

6.3. Net Worth

The Net Worth for the year ended March 31, 2016 is INR 135,747,620/-. compared to the Net worth of INR 112,849,039/-. for the same period last year registering overall improvement in the Net Worth.

6.4. Revenues

In the year under review the total revenue of the Company was INR 99,404,727/- compared to INR 92,840,496/- for the same period in the previous year. The increase in revenue ensures companies expansion.

The revenue has been increased by 7.07% as compared to previous year.

6.5. Operating Profit (EBIDT)

The Company earned operating profit of INR 44,626,185/- (P.Y. INR 48,540,114/- ) representing 43.67% (P.Y 52.28% ) of gross revenue, which is due to comparatively increase in direct expenses and other expenses.

6.6 Internal Control Systems and their adequacy -

The Company has adequate internal control systems in place. With a view to monitor the Company''s 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.

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 : 30.05.2016 DIN: 02613056

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the Twenty Ninth Annual Report together with the Audited Balance Sheet as at 31 March, 2015 and the Statement of Profit & Loss for the year ended 31 st March ,2015.

FINANCIAL RESULTS:

Particulars 2014-15 2013-14 Rs. Rs.

Revenue From Operation 92,840,496 65,635,522

Other Income - 4,181,650

Profit For the year before Tax 34,329,038 29,189,174 and Exceptional /

Extra Ordinery Item

Exceptional Items 5,377,336 (428,788)

Profit For the year before Tax 39,706,374 28,760,386

Provision for Taxation

Current Tax 10,417,000 9,916,500

Deferred Tax 4,197,555 (186,702)

Profit After Tax 25,091,820 19,030,588

Profit brought forward from 34,238,923 17,111,335 Previous year

Profit available for 59,330,743 36,141,923 Appropriation

Less: Appropriations

Transferred to General Reserve 2,509,000 1,903,000

Proposed Dividend (Including Tax) 1,232,150 -

Interim Dividend (Including Tax) 1,441,554 -

Profit Carried to Balance Sheet 54,148,039 34,238,923

The company proposes to transfer an amount of INR 25,09,000/- to the General Reserves. An amount of INR 5,41,48,039 is proposed to be retained in the statement of Profit & Loss.

STATE OF COMPANY'S AFFAIRS:

Your Directors place on record that the company has registered a remarkable performance over the previous year, and will try its best to increase the growth percentage with same efficiency.

There is remarkable increment in turnover of the Company. The Profit before tax for the year was INR 3,97,06,374/- (P.Y INR 2,87,60,386/-) whereas the profit after tax for the year was at INR 2,50,91,820/- (P.Y INR 1,90,30,588/-), an increase of 32% and 48%, over the previous year. The Company remains focused to improve its core business and look for higher market share in the business segments in which it operates.

There is even remarkable increment in the net revenue during the year from operation of the Company was INR 9,28,40,496/- as against INR 6,98,17,172/- in the current year, registering the growth of 33% over the previous year. The Management of Company has decided to expand its core business of providing support service vessels for coastal surveillance transportation of men and materials through water ways and patrolling to other Companies apart from Government and accordingly the Company is in process of buying the new vessels which will generate substantial revenue to the Company.

DIVIDEND:

The Board of Director of the Company has paid Interim Dividend of Rs. 0.25 (2.5%) (L.Y. Rs. Nil) per Equity shares of Rs. 10/- each of the Company in the F.Y. 2014-15. The Interim Dividend absorbs Rs. 12,32,150/-, excluding corporate dividend tax.

The Board of Director of the Company has recommended Final Dividend of Rs. 0.25/- (inclusive of corporate dividend tax) (2.5%) (L.Y. Rs. Nil) per Equity shares of Rs.10/- each. The Final Dividend will absorbs Rs. 12,32,150/-, including corporate dividend tax.

FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of with Section 73 and 74 of the Companies Act, 2013 read with Rule 8(5)(v)&(vi) of the Companies (Accounts) Rules, 2014, hence disclosure required under above rule not applicable to the Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has laid down a set of standards, processes and structure which enables to implement internal financial controls across the organization and ensure that the same are adequate and operating effectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There was unpaid/unclaimed Dividend of Rs. 1,13,923 declared and paid in Financial Year 2014-15. The company has unpaid/unclaimed dividend of Rs. 3,17,967/-for past years which are not due for transfer to Investor Education and Protection fund pursuant to the provisions of Section 125 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees.

DIRECTORS:

Your Company has 5 Directors consisting of 3 Independent Directors, 2 (Two) Executive Directors including Managing Director as on March 31,2015.

During the current financial yearthe following changes have occurred in the constitution of directors of the company:

S.No Name Designation Date of Date of Mode of appointment cessation Cessation

1. SujayNitin Independent 25/09/2014 N.A N.A Kantawala Director

2. Harshika Independent 23/03/2015 NA NA Katariya Director

3. Alan Arthur Additional - 25/09/2014 Retirement James Director Quadros

DIRECTORS RETIRING BY ROTATION:

In terms of Section 152 of the Companies Act, 2013, Mr. Suresh Pawar being longest in the office shall retire at the ensuing AGM and being eligible for re-appointment, offers himself for re-appointment.

The Directors recommended reappointment as proposed in the notice for the Annual General Meeting.

INDEPENDENT AND NON-INDEPENDENT NON-EXECUTIVE DIRECTORS:

As prescribed under Clause 49 of the Listing Agreement entered with Stock Exchanges and Section 149(6) of / disclosures received from the Directors, the following Non-Executive Directors are Independent Directors:-

1. Mr. Sujay Nitin Kantawala

2. Mr. Pramod Dhoduram Patekar

3. Ms. Harshika Katariya

WOMAN DIRECTOR:

In terms of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a company shall have at least one Woman Director on the Board of the company. Your Company has appointed as Ms. Harshika Katariya Director on the Board of the Company w.e.f. 01.04.2015.

MANAGING DIRECTOR:

Mr. Avik George Duke has been serving as the Managing Director of the Company since 12th April, 2010, with the approval of the shareholders, from time to time. The Board of Directors of the Company at their meeting held on 30.07.2015. has approved the re-appointment of Mr. Avik George Duke as Managing Director subject to the approval of the shareholders. Accordingly, the approval of shareholders is being sought forhis re-appointment as Managing Director of the Company fora period of 5years.

NUMBER OF MEETINGS OF THE BOARD:

Regular meetings of the Board are held to discuss and decide on various business policies, strategies and other businesses. The schedule of the Board/Committee meeting to be held in the forthcoming financial year is being circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

During the Financial Year 2014-15, the Company held 4 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 28.05.2014 4 4

2 28.07.2014 4 4

3 31.10.2014 4 4

4 28.01.2015 4 4

COMMITTEES OF THE BOARD:

The Company has several committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes

The Company has following Committees of the Board:

*Audit Committee

*Nomination and Remuneration Committee *Shareholder grievances committee

The details with respect to the compositions, powers, roles, terms of reference, etc. of relevant committees are given in details in the 'Report on Corporate Governance' of the Company which forms part of this Annual Report and attached as Annexure- D.

CORPORATE SOCIAL RESPONSIBILITY:

The company does not meet the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no requirement to constitute Corporate Social Responsibility Committee.

PERFORMANCE EVALUATION OF THE BOARD:

The Nomination and Remuneration Committee at its meeting and the Board of Directors at its meeting had laid down criteria for performance evaluation of Directors, Chairperson, Managing Director, Board Level Committees and Board as a whole and also the evaluation process for the same.

The statement indicating the manner in which formal annual evaluation of the Directors, the Board and Board level Committees are given in detail in the report on Corporate Governance, which forms part of this Annual Report.

The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Committee of Independent Directors and the Board of the Directors.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors have prepared the Accounts for the financial year ended 31 st March, 2015 on a going concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.

At present the company has not identified any element of risk which may threaten the existence of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There was no contract or arrangements made with related parties as defined under Section 188 of the Companies Act, 2013 during the year under review.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

AUDITORS:

M/s. B. B. Shah & Company, Chartered Accountants, Mumbai were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 25th September, 2014 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

AUDITOR'S REPORT:

Information and explanations on items contained in the Auditors Report which might be considered to be "Reservations, Qualifications or adverse Remarks" is given below:

With regard to non provision of Gratuity payable under the Payment of Gratuity Act, 1972, which is accounted on its payment pursuant to the accounting policy followed by the company.

SECRETARIAL AUDITOR:

The Board has appointed M/s. Ravi Kothari & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31,2015 is annexed herewith marked as Annexure-A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were in the ordinary course of the business of the Bank and were on arms length basis. There were no materially significant related party transactions entered by the Company with promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company. Considering the nature of the industry in which the Company operates, transactions with related parties of the Company are in the ordinary course of business which are on arm's length basis. Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arm's length basis, form AOC-2 is not applicable to the Company.

EMPLOYEE REMUNERATION:

(A) The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company as no Employee of the company was in receipts of remuneration aggregating to Rs. 60,00,000/- or more for the year when employed through out the year or Rs. 5,00,000/- per month when employed for part of the year.

(B) The ratio of the remuneration of each director to the median employee's remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure -B.

STATUTORY DISCLOSURES:

(1) CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The disclosures to be made under sub-section (3) (m) of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 by your Bank are explained as under:

Conservation of Energy, Technology, Absorption etc: NIL

Foreign Exchange Earning:

Type of Income 31st March 2015 31st March 2014

Marine & Offshores Income 61,124,032 -

Total 61,124,032 -

Foreign Exchange Outgo:

Type of Expenses 31st March 2015 31st March 2014

a. Foreign Travelling 695,489 828,070

b. Import of Spares for Marine - 3,802,960 Vessels

Total 695,489 4,631,030

(2) No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

EXTRACTS OF ANNUAL RETURN:

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extracts of the Annual Return as at March 31,2015 forms part of this report as Annexure -C.

COMPLIANCE OF LISTING AGREEMENT:

Your directors are happy to place on record that, the management of the Company have pursued seriously and sincerely the compliance requirement of the Bombay Stock Exchange Limited.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI.

The Report on corporate governance as stipulated under clause 49 of the Listing Agreement forms the part of the Annual Report

The requisite certificate from the Practicing Company Secretary confirming the completion of condition on Corporate Governance (Attached herewith)

Financial Condition and Operational Performance

6.1. Share Capital

The Company has at present only one class of shares. The authorized share capital is 52,50,000 Equity shares of Rs. 10/- each, constituting to Rs. 50,500,000/-.There was no increase in the paid up capital of Rs. 49,78,300/- during the year under review, outstanding at the year end to 49,78,300 equity shares of Rs. 10/- each.

6.2. Fixed Assets

During the year 2014-2015 the Company has added INR 520/- Lacs to the gross block of assets.

6.3. Net Worth

The Net Worth for the year ended March 31,2015 is INR 11,28,49,039/-. compared to the Net worth of INR 9,04,30,923/-. for the same period last year registering overall improvement in the Net Worth.

The Net Worth has been increased by 24.79% compared to previous year 26.65 %.

6.4. Revenues

In the year under review the total revenue of the Company was INR 9,28,40,496/- compared to INR 6,98,17,172/- for the same period in the previous year. The increase in revenue ensures companies expansion.

The revenue has been increased by 33% as compared to previous year.

6.5. Operating Profit (EBIDT)

The Company earned operating profit of INR 4,85,40,114/- (RY. INR 3,97,81,461/-) representing 52.28% (P.Y 56.98%) of gross revenue, which is due to comparatively increase in direct expenses and other expenses.

6.6. Internal Control Systems and their adequacy

The Company has adequate internal control systems in place. With a view to monitor the Company's 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.

By the order of the Board For DUKE OFFSHORE LIMITED

SD/-

(Avik George Duke) Place : Mumbai Managing Director Date : 28.05.2015 DIN: 02613056

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Mar 31, 2014

Dear members,

The Directors take pleasure in presenting the Twenty Eighth Annual Report together with the Audited Balance Sheet as at 31 March, 2014 and the Statement of Profit & Loss for the year ended 31st March, 2014.

FINANCIAL RESULTS:

2013-14 2012-13 Particulars Rs. Rs.

Revenue From Operation 65,635,522 56,608,770

Other Income 4,181,650 924,895

Profit For the year before Tax and Exceptional / 29,189,173 19,128,998 Extra Ordinery Item

Exceptional Items 428.788 (308.244)

Profit For the year before Tax 28,760,386 19,437,242

Provision for Taxation Current Tax 9,916,500 6,390,000

Deferred Tax (186,702) (82,960)

Profit After Tax 19,030,587 13,130,202

Profit brought forward from Previous Year 17,111,335 6,726,173

Profit available for Appropriation 36,141,922 19,856,375

Less: Appropriations Transferred to General Reserve 1,903,000 1,313,000 Proposed Dividend (Including Tax) - 1,432,040

Interim Dividend (Including Tax) - -

Profit Carried to Balance Sheet 34,238,922 17,111,335

REVIEW OF OPERATIONS:

Your Directors are well satisfied that the Company has conducted itself with the utmost fairness and integrity and believes that its operations and activities are creating value for stakeholder as well as society.

During the year 2013-2014, the turnover was INR 65,636,522/- as compared to previous year turnover of INR 56,608,770/-.

INCREASE IN PROFIT

Your Directors place on record that the company has made a pretax profit of INR 28,760,386/- (P.Y INR 19,437,242/-) whereas the profit after tax for the year was at INR 19,030,587/- (P.Y INR 13,130,202/-), an increase of 48% and 45%, over the previous year.

The Company remains focused to improve its core business, remain competitive and stay on it''s financial growth path.

NET REVENUE

There is even remarkable increment in the net revenue during the year from operation of the Company from INR. 22,438,368 /- as against INR, 33,389,982/- Cr. in the current year, registering the growth of 49 % over the previous year.

KEY PERFORMANCE INDICATORS:

* INCREASE IN TURNOVER:- 16%

* INCREASE IN PROFIT:- 53%

* INCREASE IN EARNINGS PER SHARE:- 45%

* INCREASE EBIDTA:- 26%

* INCREASE NET PROFIT:- 45%

DIVIDEND:

In view of the Company''s decision to acquire additional marine craft and vessel to meet the increases in demand, the Company does not recommend payment of dividend for the financial year 2013 -2014 however the company is highly focused on providing it''s shareholders with consistent EPS.

COMPLIANCE OF LISTING AGREEMENT:

The Company has paid the Annual Listing fees for the year 2013-14 to the Bombay Stock Exchange, where the Company''s shares are listed.

Your directors are happy to place on record that, the management of the Company have pursued seriously and sincerely the compliance requirement of the Bombay Stock Exchange Limited.

FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956, As at March 31, 2014.

DIRECTORS:

Mr. Suresh S. Pawar, Director, retires by rotation and being eligible, offers himself for re appointment at the ensuing, Annual General Meeting. Mr Suresh Pawar has been a director on the Board of Duke Offshore Limited for a period of 12 years.

The Directors recommended reappointment as proposed in the notice for the Annual General Meeting.

Cmde. Alan Quadros, Director, retires due to age and health restrictions. The Company thanks Cmde. Alan Quadros for the valuable service rendered to the company.

PARTICULARS OF EMPLOYEES:

No Employee of the company was in receipts of remuneration aggregating to Rs. 60,00,000/- or more for the year when employed throughout the year or Rs. 5,00,000/- per month when employed for part of the year.

CONSERVATION OF ENERGY. TECHNOLOGY. ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information as required under the provision of Section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

Foreign Exchange Earning : NIL

Foreign Exchange Outgo:

Type of Expenses 31st March 2014 31 st March 2013 Rs. Rs.

a. Foreign Traveling 828,070 212,564

b. Import of Spares for Marine Vessels 3,802,960 2,912,259

c. Reimbursement of Under Water Course Fees - 812,014

Total 4,631,030 3,936,837

* The increase in expenditure is mainly due to procurement of a high speed vessel from abroad. Management, technical staff and a crew of 12 was sent to inspect, purchase and bring the vessel to India.

DIRECTORS RESPONSIBILITY SATEMENT:

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect of the Director''s responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the annual Account for the financial year 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the company as at March 31, 2014 and of the profit of the company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on an ongoing concern basis.

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards on good corporate governance and has taken adequate steps to adhere to all the stipulation laid down in clause 49 of the Listing Agreement. Report on Corporate Governance along with the certificate from the Practicing Company Secretary confirming the completion of condition on Corporate Governance is attached herewith.

SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provision of Section 383A of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rules, 2001 a Secretarial Compliance Report from M/s Arun Dash & Associates, Practicing Company Secretaries is attached herewith and forming part of Director Report.

AUDITORS:

The Statutory Auditors of the Company, M/s. B. B. Shah & Company, Chartered Accountants, Mumbai, retire in accordance with the provisions of the Companies Act, 1956 and are eligible for re-appointment. The Board of Directors recommends the re-appointment of M/s. B. B. Shah & Company, Chartered Accountants, as the Auditors of the Company.

AUDITOR''S REPORT

Information and explanations on items contained in the Auditors Report which might be considered to be "Reservations, Qualifications or adverse Remarks" is given below:

With regard to non provision of gratuity payable under the Payment of Gratuity Act, 1972, which is accounted on its payment pursuant to the accounting policy followed by the company.

MANAGEMENT''S DISCUSSIONS AND ANALYSIS:

1. Industry Trends and Developments

The year 2013-14 has been a mixed year for global technology market. 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 Company''s range of professional services are inspection of oil fields platform & operations, 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 oil and gas majors apart from Government for providing support services & vessels for patrolling.

Your company is on a pre planned growth path and is well on target.

Your company has in place in house policies of international standards for HSSE (Health, Safety, Security and Environment), Quality Management (ISO), Corporate Governance and a clear corporate vision. Your company is primed for growth.

3. Future Prospects & Outlook

The Management of the Company are highly optimistic about future growth prospects and working towards new projects, facilities expansion and most importantly, understanding the changing customers preference and demands, fostering long term profitable relationships with global conglomerates, oil and gas majors and the Indian Navy.

The company also plans to foray into a new vertical- FIC and other marine vessel maintenance.

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 and offshore assets and have tenure for fixed period.

5. Human Resources and Industrial Relations

The Board wishes to express its deep appreciation to all Management, 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.

Financial Condition and Operational Performance

6.1 Share Capital

The Company has at present only one class of shares. The authorized share capital is 52, 25,000 Equity shares of Rs. 10/- each, constituting to Rs. 50,250,000/-. Issued, Subscribed and paid-up capital is Rs. 49,783,000/- after forfeiture of partly paid up equity share.

6.2. Increase in Fixed Assets

During the year 2013-2014 the Company has added INR 4,083,353/- to the gross block of assets. The Company is in the process of buying a new vessel which will reflect in the next year''s balance sheet.

6.3. Increase in Net Worth

The Net Worth for the year ended March 31, 2014 is INR90,430,922/- approx. compared to the Net worth of INR 71,400,335/- approx, for the same period last year registering overall improvement in the Net Worth. The Net Worth has been increased by 26.65% compared to previous year 19.59%.

6.4. Increase in Revenues

In the year under review the total revenue of the Company was INR 69,817,172/- compared to INR 57,533,665/-for the same period in the previous year. The increase in revenue ensures companies expansion.

The revenue has been increased by 13.75% as compared to previous year.

6.5. Increase in Operating Profit (EBIDT)

The Company earned operating profit of INR. 39,999,815/- (P.Y. INR 31,151,950/-) representing 57.29% (P.Y 54.15%) of gross revenue, which is due to increase in direct revenue and comparatively decrease in expenses related to personnel, finance coast and other administrative expenses.

APPRECIATIONS:

The Board of Directors would like to thank all our clients, class societies, vendors, suppliers and contractors for their continuing support.

Special appreciation goes to our dedicated and loyal employees who are our most important assets.

We would also like to acknowledge the assistance and support of all local state authorities in the our country.

With gratitude from all of us at Duke Offshore a special vote of thanks to all the shareholders of the company who have patiently believed in our abilities, strategies and stood by the company and it''s philosophy.

We believe that with a strong and dynamic management team leading a passionate workforce we are confident of continuously increasing your turnover, profitability, assets and eventually creating exceptional value in your company in the ensuing years to come.

By Order of the board of Director M/s. Duke Offshore Limited Sd/-

Place: Mumbai Mr. Avik G.Duke Dated: 28.05.2014 Chairman & Managing Director

---

Mar 31, 2013

To The Members,

The Directors take pleasure in presenting the Twenty Seventh Annual Report together with the Audited Balance Sheet as at 31st March, 2013 and the Statement of Profit & Loss for the year ended 31st March, 2013.

FINANCIAL RESULTS:



2012-13 2011-12

Particulars Rs. Rs.

Revenue From Operation 56,523,548 84,811,846

Other Income 1,010,117 1,128,094

Profit For the year before Tax and Exceptional / 19,128,998 45,557,167

Extra Ordinery Item

Exceptional Items (308,244) (517,320)

Profit For the year before Tax 19,437,241 46,074,488

Provision for Taxation

Current Tax 6,390,000 13,800,000

Deferred Tax (82,960) 341,136

Profit After Tax 13,130,202 31,933,352

Profit brought forward from Previous Year 6,726,173 (19,150,098)

Profit available for Appropriation 19,856,375 12,783,253

Less: Appropriations

Transferred to General Reserve 1,313,000 3,193,000

Proposed Dividend (Including Tax) 1,432,040 1,432,040

Interim Dividend (Including Tax) - 1,432,040

Profit Carried to Balance Sheet 17,111,335 6,726,173



REVIEW OF OPERATIONS:

Your Directors are satisfied that the Company has conducted itself with fairness and integrity and believes that its operations and activities are creating value for stakeholders as well as for the society.

During the financial year 2012-13, the turnover was of Rs. 5.65 Crores as opposed to Rs. 8.48 Crores in the previous year.

Your Directors place on record that the company has made a Net profit before tax of Rs 1.94 Crores, for the current year as against a Net profit of Rs. 4.61 Crores in the previous period.

Your Company has maintained their existing contracts and also bagged one more contract for 2 Fast Interceptor Boats.

The management of the Company is exploring various options for augmenting sustainable revenue stream and for that matter; your Company has taken up to pursue providing support services for coastal surveillance and patrolling. The continued cross border security threat and disturbance from the neighboring countries will result in compelling demand and wholesome measures by the Government in this area.

DIVING TRAINING:

Your Company encourages divers to pursue deep diving courses in Mixed Gas Closed Bell Saturation Diving and Advance Training NDT (CSWIP) Course in U.K. and France.

Your Directors are confident that the operations of the Company would further improve in the future years.

DIVIDEND:

The Directors are pleased to recommend a dividend on total paid up capital, subject to the approval of the members, at the rate of Rs.0.25/- (2.5%) (Last year Rs. Rs.0.25) per fully paid-up Equity Shares of Re. 10/- each of the Company for the financial year ended 31st March, 2013. The proposed dividend will absorb Rs. 12,32,150/- excluding corporate dividend tax. The dividend will be paid to members whose names appear in the Register of Members. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

COMPLIANCE OF LISTING AGREEMENT:

The Company has paid the Annual Listing fees for the year 2013-14 to the Bombay Stock Exchange, where the Company''s shares are listed.

FIXED DEPOSITS:

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956, As at March 31, 2013.

DIRECTORS:

Mr. Avik Duke, Director, retire by rotation and being eligible, offer himself for reappointment at the ensuing, Annual General Meeting.

The Directors recommended reappointment as proposed in the notice for the Annual General Meeting.

PARTICULARS OF EMPLOYEES:

No Employee of the company was in receipts of remuneration aggregating to Rs. 60,00,000/- or more for the year when employed throughout the year or Rs. 5,00,000/- per month when employed for part of the year.

COMPLIANCE OF LISTING AGREEMENT:

Your directors are happy to place on record that, the management of the Company have pursued seriously and sincerely the compliance requirement of the Bombay Stock Exchange Limited.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information as required under the provision of Section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

DIRECTORS RESPONSIBILITY SATEMENT:

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect of the Directors'' responsibility Statement, it is hereby confirmed;

i) That in the preparation of the annual Accounts for the financial year 31st March, 2013, the applicable accounting standards has been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Annual Accounts for the financial year ended 31st March, 2013 on a going concern basis.

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards on good corporate governance and has taken adequate steps to adhere to all the stipulations laid down in clause 49 of the Listing Agreement. Report on corporate governance along with the certificate from the Practicing Company Secretary confirming the completion of condition on Corporate Governance is attached herewith.

SECRETARIAL COMPLIANCE REPORT:

Pursuant to the provisions of Section 383A of the Companies Act, 1956, read with the Companies (Compliance Certificate) Rules, 2001 a Secretarial Compliance Report from M/s Arun Dash & Associates, Practising Company Secretaries is attached herewith and forming part of this Directors'' Report.

AUDITORS:

The Statutory Auditors of the Company, M/s. B. B. Shah & Company, Chartered Accountants, Mumbai, retire in accordance with the provisions of the Companies Act, 1956 and are eligible for re-appointment. The Board of Directors recommends the re- appointment of M/s. B. B. Shah & Company, Chartered Accountants, as the Statutory Auditors of the Company.

AUDITOR''S REPORT:

Information and explanations on items contained in the Auditors Report which might be considered to be "Reservations, Qualifications or adverse Remarks" is given below:

With regard to non provision of Gratuity payable under the Payment of Gratuity Act, 1972, which is accounted on its payment pursuant to the accounting policy followed by the company.

APPRECIATION:

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Company''s resources for sustainable and profitable growth.

The Directors wish hereby to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall very satisfactory performance would not have been possible.

Your Directors look forward to the future with confidence.



By Order of the board of Directors

DUKE OFFSHORE LIMITED



Place : Mumbai Mr. Avik Duke

Dated : 30.05.2013 Chairman & Managing Director

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Mar 31, 2012

The Directors take pleasure in presenting the Twenty Sixth Annual Report together with the Audited Balance Sheet as at 31 March, 2012 and the Profit & Loss account for the year ended 31st March, 2012.

FINANCIAL RESULTS

2011-12 2010-11 Particulars Rs. Rs.

Revenue From Operation 84,811,846 23,658,875

Other Income 1,128,094 1,346,284

Profit For the year before Tax and Exceptional/Extra Ordinary Item 45,557,167 8,595,987

Exceptional Items (517,320) 224,279

Profit For the year before Tax 46,074,488 8,820,267

Provision for Taxation

Current Tax 13,800,000 1,945,000

Deferred Tax 341,136 655,297

Profit After tax 31,933,352 5,771,411

Profit brought forward from Previous Year (19,150,098) (24,921,509)

Profit available for Appropriation 12,783,253 (19,150,098)

Less: Appropriations

Transferred to General Reserve 3,193,000 -

Proposed Dividend (Including Tax) 1,432,040 -

Interim Dividend (Including Tax) 1,432,040 -

Profit Carried to Balance Sheet 6,726,173 (19,150,098)

REVIEW OF OPERATIONS

The year under review was a transformational year for the Company. The Company has set new benchmarks in terms of Turnover, Profit, Dividend, Net Worth and Assets. The turnover for the year during the year was of Rs. 8.48 Crores as opposed to Rs. 2.36 Crores in the previous year, thus net increased by 258.48%. Your Directors place on record that the company has made a Net profit before tax of Rs. 4.61 Crores, for the current year as against a Net profit of Rs. 0.84 Crores in the previous period, net increased by 450.36%.

During the year, your Company has acquired 3 more Marine Vessels on contracts.

Your Company has successfully positioned the Marine Vessels on long term contracts.

The management of the Company is exploring various options for augmenting sustainable revenue stream and for that matter, your Company has taken up to pursue providing support services for coastal surveillance and patrolling. The continued cross border security threat and disturbance from the neighboring countries will result in compelling demand and wholesome measures by the Government in this area.

DIVING TRAINING

Your Company encourages divers to pursue deep diving courses in Mixed Gas Closed Bell Saturation Diving and Advance Training in NDT(CSWIP) Course in U. K. and France.

Your Directors are confident that the operations of the Company could further improve in the future years.

DIVIDEND

Your Directors have recommended final dividend of Rs. 0.25 (2.5%) (Last year Rs. NIL) in addition to maiden interim dividend already paid Rs. 0.25 (2.5%) (Last year Rs. NIL) per Equity Share of Rs. 10/- each, for the financial year ended March 31, 2012, which will result in a total payout of Rs. 12,32,150/- to shareholders and Rs. 1,99,890/- towards tax on dividend. The dividend will be paid to members whose names appear in the Register of Members. In respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with shareholders' aspirations and the Company's policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

COMPLIANCE OF LISTING AGREEMENT

The Company has paid the Annual Listing fees for the year 2012-13 to the Bombay Stock Exchange, where the Company's shares are listed.

FORFEITURE OF SHARES

In the view of the requirement under the Companies Act 1956 and as per provision of Article of Association of Company, if allotment/call money are in arrears/outstanding for more than 12 months, Equity Shares has to be forfeited by the Board after giving last and final opportunity to the defaulting shareholders to repay the allotment/Call money due alongwith over due Interest. The Company forfeited 99,400 Equity share on which calls were outstanding vide Board Resolution date 06/06/2011, including already paid amount on these shares.

FIXED DEPOSITS

The Company has not invited and accepted any Fixed Deposits from the public within the meaning of Section 58A of the Companies Act, 1956, As at March 31, 2012.

DIRECTORS

Mr. Suresh Pawar, Director, retires by rotation and being eligible, offer himself for re-appointment at the ensuing, Annual General Meeting.

The Directors recommended re-appointment as proposed in the notice for the Annual General Meeting.

PARTICULARS OF EMPLOYEES

No Employee of the company was in receipts of remuneration aggregating to Rs. 60,00,000/- or more for the year when employed throughout the year or Rs. 5,00,000/- per month when employed for part of the year.

COMPLIANCE OF LISTING AGREEMENT

Your directors are happy to place on record that, the management of the Company have pursued seriously and sincerely the compliance requirement of the Bombay Stock Exchange Limited.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as required under the provision of Section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

Foreign Exchange Earning : NIL

Foreign Exchange Outgo:

2011-12 2010-11 Type of Expenses Rs. Rs.

Foreign Traveling 472,044 419,591

Purchases of Assets 57,841,733 33,796,260

Reimbursement of Under Water Course Fees 4,022,588 3,952,083

Total 62,336,365 38,167,934

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect of the Director's responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Account for the financial year 31st March, 2012,the applicable accounting standards has been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit of the company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2012 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to maintain standards on good corporate governance and has taken adequate steps to adhere to all the stipulations laid down in clause 49 of the Listing Agreement. Report on corporate governance along with the certificate from the Practicing Company Secretary confirming the completion of condition on Corporate Governance (Attached herewith)

AUDITORS

M/s. B. B. Shah & Company, Chartered Accountants, Mumbai, hold office as the Statutory Auditors of the Company, until the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment.

AUDITOR'S REPORT

Information and explanations on items contained in the Auditors Report Which might be considered to be "Reservations, Qualifications or adverse Remarks" is given below:

With regard to non provision of Gratuity payable under the Payment of Gratuity Act, 1972, which is accounted on its payment pursuant to the accounting policy followed by the company.

ACKNOWLEDGMENT

Your Directors wish to place on record the whole hearted co-operation the Company has received from its Clients, Bankers, Financial institutions and the Central and State Government authorities, shareholders, suppliers and others during the year.

By Order of the board of Director DUKE OFFSHORE LIMITED

Sd/-

Mr. Avik Duke Chairman & Managing Director

Place : Mumbai Dated : 28th May, 2012

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Mar 31, 2010

The Directors take pleasure in presenting the Twenty Fourth Annual Report together with the Audited Balance Sheet as at 31 March, 2010 and the Profit & Loss account for the year ended 31st March, 2010.

FINANCIAL RESULTS (Amount in Rs.)

Particulars 2009-10 2008-09

Services Income 22,938,290 63,309,268

Other Income 942,030 1,406,960

Export Sales 1,690,140 -

Profit before Tax 4,339,891 27,276,354

Less: Provision for Taxations

Current Taxation 603,000 3,650,000

Deferred Taxation 62,268 (334,219)

Fringe Benefit Tax - 140,000

Service Tax - 56,242

Profit after Tax 3,674,623 23,764,331

Add: Excess provision for tax 195 -

Add: Profit/(Loss) b/f from previous year (28,595,938) (52,360,269)

Balance of Loss carried to Balance Sheet (24,921,510) (28,595,938)



DIVIDEND

The Company is in the process of wiping out the entire amount of losses of Past years on priority, for this reason and with a view to conserve the resources; your directors do not recommended payment of any dividend.

OPERATIONS

The operations of the Company for the financial year under have been profitable. The Company during the year has focused on the rendering of Technical Services in terms of Inspection and Survey of offshore oil field platforms, besides providing specialized training for under water diving, in association with overseas associates.

Due to the global recession the company management considered it prudent to exercise caution on operations and conserve financial resources and only execute contracts where it was certain that our clients would not default on payments.

The company had decided to enter niche business of Defense, by undertaking to provide services to the Indian Navy. The company has acquired one fast interceptor craft and is in the process of acquiring a second one which will be available to prospective clients for long term charter. The company expects this to significantly increase the order book of the ensuing year.

FIXED DEPOSITS

The Company has not accepted any deposits from public.

DIRECTORS

1) Mr. Pramod D. Patekar, the Director of the Company, retire by rotation on conclusion of this Annual General Meeting and being eligible, offer himself for re-appointment.

2) Mr. Avik Duke has been appointed as Managing Director of the Company at the meeting of Board of Directors held on 10th April, 2010 for the period from 12th April, 2010 to 27.07.2014, subject to approval of the shareholders at the ensuing Annual General Meeting of the Company.

3) Chairman Emeritus

Mr. George Duke has resigned as a Managing Director of the Company with effect from 2nd April 2010 and your Directors with a view to have his continued association with the Company and in appreciation for his knowledge, experience, expertise and past association with the Company has appointed him as Chairman Emeritus.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules. 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors report.

COMPLIANCE OF LISTING AGREEMENT

Your Directors are happy to place on record that, the management of the Company have pursued seriously and sincerely the compliance requirement of the Bombay Stock Exchange Ltd. and on satisfactory accomplishment of the same, during the current Financial Year, the suspension of the Companys Script on the BSE has been revoked by the management of the BSE vide their letter dated 7th October, 2009 and trading of Companys shares at BSE has re-started since 14th October, 2009.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information as required under the provision of Section 217 (1) (e) of the Companies Act,1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are as follows:

Foreign Exchange Earning

Type of Earnings Amount (in Rs.)

Inspection & Survey Fees 22,048,862

Export of Air Diving Chamber 1,690,140

TOTAL 23,739,002



Foreign Exchange Outgoing

Type of Expenses Amount (in Rs.)

Foreign Traveling 5,51,353

Others 10,905

TOTAL 562,258



DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement Under Section 217 (2AA) of the Companies Act, 1956 with respect of the Directors responsibilities Statement, it is hereby confirmed;

i) That in the preparation of the Annual Account for the financial year 31st March, 2010, the applicable accounting standards has been followed along with proper explanation relating to material departures.

ii) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent so as to give a true and fair view of the state of affair of the company at the end of the financial year and of the profit of the company for the year under review.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the Accounts for the financial year ended 31st March, 2010 on a going concern basis.

CORPORATE GOVERNANCE

A separate section on Corporate Governance is included in the Annual Report and the Certificate from the Practicing Company Secretary confirming the completion of condition on Corporate Governance as stipulated in revised Clause 49 of the Listing Agreement with the Stock Exchanges is annexed hereto.

AUDITORS

M/s. B. B. Shah & Company, Chartered Accountants, Mumbai, hold office as the Statutory Auditors of the Company, until the conclusion of the ensuing Annual General Meeting and being eligible, are recommended for re-appointment.

MANAGEMENTS DISCUSSIONS AND ANALYSIS

1. Industry Trends and Developments -

During the year under review, crude oil prices have fluctuated wildly from approx 48$ a BBL to 78 $ a BBL and the upward trend still continue.

The sharp upward trend in oil prices was mainly due to the ever increasing demand for oil by China and India and substantive increase of the consumption of OIL by most developed countries, the unrest in oil producing countries like Nigeria, Venezuela, threat of war with Iran and the unstable conditions in Iraq. These global conditions fueled the speculative market and combined they held the world to economic ransom.

Although the high oil prices were not the primary cause of the Global economic recession, they were the cause of the economic crisis being brought on earlier and with added vengeance.

As much of your Companys potential business directly or indirectly, is with Oil majors in India viz. ONGC/GAIL & other oil companies and as their future development and investment plans have not changed, we expect the companys future business potential to be increased rather than reversed.

Your Companys range of professional services are in the field of, inspection of oil fields platform & operations, diving services, vessel management and marine logistics, fabrication, process and electrical engineering, installation and hook up – commissioning of offshore oil platforms. The Company also has pursued providing of specialized diving training essential for oil and gas industries in association with affiliates based in UK.

2. The year in perspective:

Your Company has made significant progress with on going projects in the oil industry especially on offshore oil platforms and has managed to wipe out its previous operating losses significantly.

3. Future Prospects & Outlook:

Your Company is continuing with existing contracts and the management has bid / is bidding for several other contracts which should enable your Company to substantially increase its turn over and profitability in the near future.

Your Company has taken up to pursue providing support services for coastal surveillance and patrolling. The continued cross border security threat and disturbance from the neighboring countries, will result in compelling demand and wholesome measures by the Government in this area.

4. Business Risks and Managements assessments -

Your Company has identified the following risks that may arise:

1. Continuing recessionary trends may significantly affect the oil industry. If economic stability is not significantly restored and recessionary trends do not recede, the demand for energy products may diminish. This could have a major impact on the oil industry and demand for oil and gas, fall in prices of commodities and oil and manufactured goods.

2. Competitive companies, especially those companies entering the oil industry from recessionary hit industries, will create additional low priced competition in bidding.

3. Availability of financial resources. The Company expects a substantial increase in revenue by way of additional contracts. However these contracts may require heavy investment for procurement of assets. The non availability of adequate funding due to continued recessionary trends may be a serious cause of concern to meet our projected targets.

5. Human Resources and Industrial Relations -

The Board wishes to express its deep appreciation to all associates and employees for their contributions to the working of the 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 associates and employees.

6. Financial Condition and Operational Performance

6.1 Share Capital

The Company has at present only one class of shares. The authorized share capital is 50,25,000 Equity shares of Rs. 10/- each, constituting to Rs. 5,25,00,000/-. There was no increase in the paid up capital of Rs. 5,02,80,000/- during the year under review.

6.2. Fixed Assets

During the year 2009-2010 the Company has added Rs. 19,51,834 to the gross block of fixed assets.

6.3. Net Worth

The Net Worth for the year ended March 31, 2010 is Rs. 24,895,750 compared to the Net Worth of Rs. 21,207,322 for the same period last year registering overall improvement in the Net Worth.

6.4. Revenues

In the year under review the gross revenue of the Company was Rs. 25,570,460 compared to Rs. 64,716,228 for the same period in the previous year.

6.5. Operating Profit (EBIDTA)

The Company earned as operating profit Rs. 43,39,891/- representing 18% of gross revenue. Although the employee related costs have gone up, but the Office and Administration expenses has reduced considerably. The Company has exercised adequate control on all other expenses to augment sustainable profitability.

6.6. Developments in Human Resources / Industrial Relations

The success of your company during the preceding year has been driven by our highly qualified and experienced personnel. Your company recognizes that the value of our human resources is the key to success in any organization. It is the endeavor of our HR initiatives to continually seek association of the best in the industry who are highly motivated and dedicated personnel. It is also the companys philosophy to have continues in house training for engineers associated with the company, prior to their deployment with any project.

ACKNOWLEDGMENT

Your Directors acknowledge with gratitude the assistance, co-operation and support received by the Company from the Government and various other agencies and Commercial Banks during the year under review

By Order of the board of Director

DUKE OFFSHORE LIMITED

Sd/-

Place : Mumbai AVIK DUKE

Dated : 30th June, 2010. MANAGING DIRECTOR