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United Drilling Tools Ltd.

BSE: 522014 Sector: Engineering
NSE: N.A. ISIN Code: INE961D01019
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VOLUME 378
52-Week high 289.85
52-Week low 102.20
P/E 38.35
Mkt Cap.(Rs cr) 224
Buy Price 219.00
Buy Qty 4.00
Sell Price 228.00
Sell Qty 1.00
OPEN 219.00
CLOSE 228.90
VOLUME 378
52-Week high 289.85
52-Week low 102.20
P/E 38.35
Mkt Cap.(Rs cr) 224
Buy Price 219.00
Buy Qty 4.00
Sell Price 228.00
Sell Qty 1.00

United Drilling Tools Ltd. (UNITEDDRILLING) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 34th Annual Report of the Companytogether with the Audited Statements of the Accounts for the year ended 31st March 2016.

1. SUMMARIZED FINANCIAL HIGHLIGHTS

The Company’s financial performance for the year ended 31st March2016 as aforesaid is summarized below :

(Rs. in Lacs)

Particulars For the year ended 31st March 2016 For the year ended 31st March 2015
Gross Turnover and other receipts 3636.93 11190.67
Profit / (Loss) before Interest and Depreciation 1620.64 3858.98
Less: Interest 58.73 150.30
Profit/(Loss) Before Depreciation 1561.91 3708.68
Less: Depreciation 897.48 942.53
Profit /(Loss) Before Tax 664.43 2766.15
Less: Provision for taxation 11.44 168.58
Profit /(Loss) After Tax 652.99 2597.57
Balance brought forward from previous year 3215.49 617.92
Less Transfer to Capital Redemption Reserve 1001.16 -
Balance carried to Balance Sheet 2867.32 3215.49

2. BUSINESS PERFORMANCE

The financial year 2015-16 was a reasonably good year for the Company in spite ofslowdown of market of Oil Industry worldwide. Despite worldwide set back in the Industrythe Company was able to perform through its technology operational excellence higherefficiency and well executed strategies.

Your Company is continuously trying to extend its business into export markets as wellas developing prospective customers in India and abroad.

Further the Company's units situated in SEZ at Noida & Kandla played an importantrole in achieving the overall targets and goals of the Company. The Company hasimplemented ISO-14001 and OHSAS-18001 in its plants which will further open overseasmarkets for the Company and also improve health and safety of the employees.

No material changes and commitments have occurred after the close of the financial yeartill the date of this Report which affects the financial position of the Company.

3. DIVIDEND

Your Directors deems it appropriate to preserve and plough back the Company’sresources and disburse at an appropriate time. This way your Company will be able toconserve its resources and further consolidate the funds position of your Company. TheBoard may consider declaring dividend suitably to its members at appropriate time. Thedecision has been formulated in accordance with the Company’s policy to sustaindividend which is linked to the long term growth objectives of the Company to be met byinternal cash accruals.

4. FUTURE OUTLOOK

The future outlook of the Company seems very promising because of the improving globaleconomics. As demand of Oil and Gas is increasing day-by-day in our country and overseasas well the requirement of Company’s products which are directly related to Oilsector is also increasing. The Company has also implemented various quality systems whichhave improved the quality of products and therefore acceptability of the Company'sproducts in domestic and international markets have also increased considerably. This mayeventually lead to higher growth turnover and profit of the Company.

5. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Listing Regulation of SEBI is elaborated in a separate section formingpart of the Annual Report and attached as "Annexure I".

6. LISTING

Your Company’s Equity Shares are presently listed on ‘BSE Limited’ arecognized stock exchange of India. The Company has paid the listing fees for the year2015-2016 to BSE Limited where the securities of the Company are listed. Further SEBI on2nd September 2015 has notified new Listing Regulations known as SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 - effective from 2nd day ofDecember 2015. In pursuance of the requirements of new Listing Regulations of SEBI theCompany has made a fresh agreement with BSE Limited with effect from 29th Feb 2016. TheBoard has adopted SEBI (Listing Obligations And Disclosure Requirements) Regulations2015.

7. MAJOR EVENT

During the financial year the Company had no major events taking place which tends tomove the business aspect of the Company or materially affects the business activities ofthe Company.

8. CONSOLIDATED FINANCIAL STATEMENT

Your Company has no Joint Venture subsidiaries and Associate companies hence inaccordance with the provisions of the Companies Act 2013 and Accounting Standard (AS) 21there is no need of consolidated Financial Statements.

9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

As stated above your Company has no subsidiaries Joint Venture and AssociatesCompanies.

10. DIRECTORS & COMMITTEE

Your Board comprises of eminent experienced and reputed individuals from theirrespective fields. The composition of Board of the Company was in conformity with theprovision of Section 149 of Companies Act 2013 and SEBI Listing Regulations 2015. Therewere three Independent Directors namely Shri S S. K. Bhagat (DIN-00841981) Shri K.D.Aggarwal (DIN-00861164) and Shri V.B. Mishra (DIN-00619543) of the Company. During thefinancial year 2015-16 a meeting of Independent Directors was held on 11.02.2016.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theprovisions of Companies Act 2013 and as per the Listing Regulations.

In accordance with the provisions of Companies Act 2013 Shri Kanal Gupta(DIN-01050505) Non- Executive Director retire by rotation and being eligible offershimself for re-appointment.

The current composition of the Board of Directors is as follows :

Sr. No Name of the Director Designation on the Board
1 Mr. Pramod Kumar Gupta Chairman cum Managing Director
2 Mr. S.S.K Bhagat Independent Director
3 Mr. V.B. Mishra Independent Director
4 Mr. K.D.Aggarwal Independent Director
5 Mr. Uma Shankar Pandey Non Executive Director
6. Mr. Kanal Gutpa Director

10.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and as per the Listing Regulationsthe Board had carried out annual performance evaluation of its performance the directorsindividually as well as of the working of its Audit Nomination & Remuneration andStakeholder Committee. The manner in which the evaluation has been carried out has beenexplained in Corporate Governance Report. .

10.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration of Executive and Non-executive are stated in the CorporateGovernance Report of the Company.

10.3 MEETINGS

During the year Five (5) Board Meetings and one Independent Directors' meeting wereheld the Details of which are given below & in the Corporate Governance Report. Theprovisions of Companies Act 2013 and Listing Regulations were adhered to whileconsidering the time gap between two meetings and various other requirements includingSecretarial Standards as issued by the ICSI. The dates of Meetings held during the yearare as under:-

Board Meeting : 22.05.2015 08.08.201514.09.2015 31.10.2015 & 11.02.2016Independent Directors’ meeting : 11.02.2016

10.4 AUDIT COMMITTEE

The company is having an Audit Committee comprising of the following IndependentDirectors :

Name Status Category
Shri V.B. Mishra Chairman Non - Executive & Independent Director
Shri K.D. Aggarwal Member Non - Executive & Independent Director
Shri S.S.K Bhagat Member Non - Executive & Independent Director
Shri P.K. Ojha Secretary Company Secretary

All the recommendations made by the Audit Committee were considered & accepted ifany required by the Board. The dates of meetings held during the year are asunder:-

22.05.2015 08.08.2015 31.10.2015 & 11.02.2016

10.5 NOMINATION AND REMUNERATION COMMITTEE

The company is having a Nomination and Remuneration Committee comprising of thefollowing directors:

Name Status Category
Shri K.D. Aggarwal Chairman Non - Executive & Independent Director
Shri S.S.K Bhagat Member Non - Executive & Independent Director
Shri V.B. Mishra Member Non - Executive & Independent Director

All the recommendations made by the Nomination & Remuneration Committee wereconsidered by the Board on appointment and fixing of remuneration of Board of Directorsand Senior Management etc.

10.6 STAKE HOLDER GRIEVANCE/RELATIONSHIP COMMITTEE

The company is having Stake holder Grievance/relationship Committee comprising of thefollowing Directors:

Name Status Category
Shri V. B. Mishra Chairman Non - Executive & Independent Director
Shri U.S Pandey Member Non - Executive Director
Shri P.K. Ojha Company Secretary Compliance Officer

During the financial year 2015-16 6 (six) meetings of the Stake Holder Committee wereheld which are as follows:

21.04.2015 07.05.2015 15.07.2015 14.08.2015 09.10.2015 & 11.12.2015. All themembers of the Committee were present except for meeting held on 11.12.2015 in which Mr.U.S Pandey was absent.

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has been over the years pursuing as part of its corporate philosophy thekey philosophy of all CSR initiatives of the Company which are guided by three corecommitments of Scale Impact and Sustainability an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.

In pursuance of the provisions of Section 135 of the Companies Act 2013 and its Rulesas applicable regarding Corporate Social Responsibility the Company has duly adopted CSRPolicy and constituted a CSR Committee under the Chairmanship of Mr. S.S.K Bhagat who isan Independent Director of the Company. Mr. Pramod Kumar Gupta Managing Director of theCompany has also played an important and vital role as a member of this committee. Mr. U.SPandey a Non-Executive Director is also a member of this Committee.

During the financial year the Committee held three of its meetings which are asfollows: 21.08.201514.11.2015 & 25.03.2016 and after due verification of vai levsNGO's as per the criteria laid down in the CSR Rules as issued by the Ministry ofCorporate Affairs New Delhi selected some reputed NGOs for undertaking various CSRProjects/ Programs as specified in Schedule VII of the Companies Act 2013. The disclosureof CSR Activities for financial year 2015-16 in the prescribed format are enclosed as "Annexure- II" to this report.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company which also incorporates a Whistle Blower Policy interms of the Listing Agreement including an Ethics & Compliance Task Force comprisingof Senior Executives of the Company. In order to ensure that the activities of the Companyand its employees are conducted in a fair and transparent manner the Company as a Policyadopts highest standards of professionalism honesty integrity and ethical behavior.Protected disclosures can be made by a whistle blower through an e-mail or dedicatedtelephone line or a letter to the Chairman of the Audit Committee.

This policy is also uploaded on the website of the Company i.e. www.udtltd.com. '

13. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directors confirm that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. Appropriate accounting policies have been selected and applied consistently and havemade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and of the profit ofthe Company for the financial year ended 31st March 2016.

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

d. The Annual Accounts have been prepared on a going concern basis;

e. Internal financial controls have been laid down to be followed by the Company andsuch internal financial controls are adequate and were operating effectively;

f. Proper system has been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

14. BUSINESS RESPONSIBILITY REPORT

The provision relating to the Business Responsibility Report describing the initiativestaken by the Company from environmental social and governance perspective as stipulatedunder the Listing Regulations is not applicable to your Company.

15. RELATED PARTY TRANSACTIONS

In pursuance to the provisions of Section 108 & 110 of the Companies Act 2013 theCompany took approval from the members of the Company through Postal Ballot Notice Dt21.04.2015 and Result Dt 22.05.2015 for Related Party transactions required under theprovisions of Section 188 of the said Act during the financial year 2015-16.

During the financial year 2015-16 the Company had paid rent of Rs. 131250/- (One LacThirty One Thousand Two Hundred and Fifty only) to P. Mittal Manufacturing Pvt. Ltd. inwhich one of the Directors Mr. Kanal Gupta is also a Director and a member and Mr. PramodKumar Gupta is also a member. Your Directors draw your attention to Note 11(B) to theFinancial Statements which deals with related party disclosures. The AOC-2 is enclosed as "Annexure-III".

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operations were observed.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Kanal Gupta Director of the Company retire by rotationat the ensuing Annual General Meeting and being eligible have offered himself forre-appointment.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand the Listing Regulations as prescribed by the SEBI.

The Company has devised a Policy for Performance Evaluation of Independent DirectorsBoard Committees and other individual Directors which includes criteria for performanceevaluation of the Non-Executive Directors and Executive Directors.

The details of programs for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are uploaded on thewebsite of the Company.

Furthermore pursuant to the provisions of Section 203 of the Companies act 2013 theboard had nominated below stated persons as KMP

Mr. Pramod Kumar Gupta - CMD
Mr. Pramod Kumar Ojha - Company Secretary
Mr. Arui i Kumar Thakur - CFO

19. AUDITORS

19.1 STATUTORY AUDITORS

M/s R S Dani & Co. Chartered Accountants were re-appointed to act as such bymembers in 33rd AGM of the Company as Statutory Auditors of the Company.

Accordingly an Audit Report along with financials as on 31.03.2016 are being placedbefore the members for their consideration and adoption.

Furthermore as the appointment was done for a period of five years as stipulated underprovisions of Chapter X of the Companies Act 2013 read with applicable rules subject toratification by members at every Annual General Meeting hence ratification of appointmentof Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

M/s. R S Dani & Co. Chartered Accountants Statutory Auditors of the Company holdoffice till the conclusion of the ensuing Annual General Meeting and are eligible forre-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors’ Report of the yearsare self-explanatory and do not call for any further comments. The Auditors’ Reportdoes not contain any qualifications reservations or adverse remarks.

19.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 20 iC and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed ivi/s Balraj Sharma & Associates Company Secretaries New Delhi toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexedherewith as ‘Annexure IV’.

The Notes referred in the Secretarial Auditors’ Report for either of the years areself-explanatory and do not call for any further comments. The Secretarial Auditor Reportdoes not contain any qualifications reservations or adverse remarks.

19.3 INTERNAL AUDITORS

Consequent upon existence of provisions of Section 138 of the Companies Act 2013 Mr.Vishnu Singh who is having vast experience in Finance and Accounts was appointed toperform the duties of Internal Auditor of the Company and their report is reviewed by theAudit Committee from time to time.

The Report of Internal Auditors does not contain any qualifications reservations oradverse remarks.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI for statutory andnon-statutory Listing Regulations as well. The Company duly complied with the variousprovisions under different Listing Regulations of SEBI. In pursuance of ListingRegulations in respect to Corporate Governance the Company duly complied and submitted aquarterly report to the stock exchanges on each occasion. The Company has also followedthe Corporate Governance practices which enables it to maintain transparency and servethe long-term interest of the Shareholders. The report on Corporate Governance as of31.03.2016 are attached hereto as a part of this Annual Report as Annexure - V".

21. DEMATERIALISATION OF EQUITY SHARES

Your Company is registered with CDSL & NSDL for dematerialization of Equity Shareof Company and Company’s ISIN Number is INE961D01019. M/s Alankit Assignments Ltd. isacting as its agent for demat and other related requests for its equity shares.

22. HUMAN RESOURCES DEVELOPMENT

The Company continues to enjoy cordial and warm relations with the employees andexecutives at all levels. Special training programmes workshops seminars etc. werecontinued during the year with a focus towards infusion of technical skills and qualityconsciousness in order to improve productivity efficiency and quality and latesttechnology of the employees of the Company.

23. INDUSTRIAL RELATIONS

The industrial relations among all the employees within the organization were cordial.The employees maintained highest level of discipline decency for the growth of theorganization.

24. ECOLOGY & SAFETY CERTIFICATE

The Company has taken adequate provisions for ecology and safety of plant building andmanpower's welfare activities.

25. EXTRACT OF ANNUAL RETURN

Pursuant to the provision of Section 92(3) of the Companies Act 2013 and Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 the extract of Annual Return ason the Financial year ended 31st March 2016 in Form No. MGT-9 is enclosed as"Annexure V1" of Annual Report.

26. CONSERVATION OF ENERGY

Your Company does not fall under the list of industries which are required to furnishinformation in respect of conservation of energy yet the Company has taken due measures tocontrol the wastages of energy and lights power as energy conservation dictates howefficiently a company can conduct its operations.

The other particulars relating to conservation of energy technology absorptionforeign exchange earnings and outgo as required to be disclosed under the Act areprovided as "Annexure VII" in this Report.

27. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in "Annexure -VIII"as part of the Annual Report.

28. GENERAL

Your Board states that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

29 DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding Sexual Harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year 2015-16.

No. of complaints received : NIL No. of complaints disposed off: NIL

30. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support ofthe customers financial institutions and suppliers. Your directors also wish to recordthe appreciation for the valuable contribution made by employees at all levels and thecontinued support of various other associates.

On behalf of the Board I would like to convey to our Hon'ble members that over theyears your deep and abiding trust and invaluable support has enabled us to continuouslyimprove our performance despite extremely challenging times in the recent past where insourcing raw materials /components at competitive prices have become an arduous task andfurther hope they will continue to give their support in full spirit in the years to come.

For and on behalf of the Board
Regd. Office: United Drilling Tools Limited
139A First Floor Antriksh Bhawan Sd/-
22 Kasturba Gandhi Marg New Delhi-110001 Pramod Kumar Gupta
Dated: 06.08.2016 Chairman cum Managing Director
DIN:00619482