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Oil Country Tubular Ltd.
|BSE: 500313||Sector: Metals & Mining|
|NSE: OILCOUNTUB||ISIN Code: INE591A01010|
|BSE 00:00 | 18 Oct||6.97||
|NSE 00:00 | 18 Oct||6.85||
|Mkt Cap.(Rs cr)||31|
|Mkt Cap.(Rs cr)||30.87|
Oil Country Tubular Ltd. (OILCOUNTUB) - Director Report
Company director report
To the Members
The Directors have pleasure in presenting before you the 32nd AnnualReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2018.
FINANCIAL RESULTS :
The performance during the period ended 31st March 2018 has been asunder:
The gross income of the Company is s11.78 Crores during the currentfinancial year 2017-18 as against s12.77 Crores during the previous financial year. Thevery low turnover is due to the abnormal delay in nalization of tenders by the customerson account of changes in Government of India's policy to encourage indigenousmanufacturers under the Make in India Policy. Major tenders were nalized by the customersduring the last quarter of financial year 2017-18 only and hence low turnover duringcurrent financial year 2017-18.
The order book position of the Company stood at s 270 Crores as at 31stMarch 2018. The raw materials procurement against new orders are in place and expected tobe received in first quarter of 2018-19. The manufacturing will be taken up thereafter.The Company expects a turnover of around s150 Crores during the financial year 2018-19.
The Exploration and Drilling Activities world over has shown anincrease with rise in the crude oil prices now at 74 USD/ Barrel thereby increasing therequirement of Tubulars and Drilling Products. In India the Exploration and Drillingactivities continue to remain at steady levels and more drilling and explorationactivities are expected with the rise in the crude oil prices.
The Government of India has issued the Steel Policy for DomesticallyManufactured Iron and Steel Products including the Seamless Pipes under the Make inIndia Policy. Under the Steel Policy minimum value addition of 15% has been prescribedwith input material to be sourced indigenously. The Processors of the Seamless Pipes haveto procure the green pipes from the seamless pipe manufacturers in India.
These Policy changes under Make in India Policy will give the necessarythrust to the domestic Industry including Oil & Gas Sector and indigenousmanufacturers of various Tubulars and the Company's products required for the Industry.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required under Regulations of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportis enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulationslaid down in Reg. 34 of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015. A report on Corporate Governance is included as a part of this AnnualReport. Certi cate from the Statutory Auditors of the company M/s G Nagendrasundaram &Co. Chartered Accountants con rming the compliance with the conditions of CorporateGovernance as stipulated under above regulation is included as a part of this report.
LISTING WITH STOCK EXCHANGES:
The Company con rms that it has paid the Annual Listing Fees for theyear 2018-19 to NSE and BSE where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
96.29% of the company's paid up Equity Share Capital is indematerialized form as on 31st March 2018 and balance 3.71% is in physical form.The Company's Registrars are M/s XL Softech Systems Ltd. having their registered officeat 3 Sagar Society Road No.2 Banjara Hills Hyderabad - 500 034.
Number of Board Meetings held :
The Board of Directors duly met 5 times during the financial year from1st April 2017 to 31st March 2018. The dates on which the meetings were held are asfollows: 25th May 2017 10th August 2017 9th November 2017 8th February 2018 and24th February 2018.
Appointment by rotation :
In accordance with the provisions of the Companies Act 2013 read withthe Articles of Association of the Company Mrs. K Indira Director of the Company willretire by rotation at this meeting and being eligible has offered herself forre-appointment.
Independent Directors Declaration :
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT :
Pursuant to Section 134(5) of the Companies Act 2013 Directors ofyour Company hereby state and con rm that:
a) in the preparation of the annual accounts for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures;
b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit / (Loss) of the company for the same period;
c) the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company thatare adequate and were operating effectively;
AUDIT OBSERVATIONS :
Auditors' observations are suitably explained in notes to the Accountsand are self-explanatory. The Company has taken steps to make payment of Service Tax forwhich provision has been made in the Balance Sheet and regularize the Working Capitaloverdues.
i) Statutory Auditors :
M/s.G.Nagendrasundaram & Co. Chartered Accountants HyderabadStatutory Auditors have been appointed for a period of Five Years at the 31st AnnualGeneral Meeting until 36th Annual General Meeting subject to rati cation every year at theconclusion of next Annual General Meeting.
ii) Cost Auditors :
The Company is required to appoint Cost Auditors if the turnover ofthe Company is more than Rs.100 Crores in the previous year. Since the turnover of theCompany is far below .100 Crores threshold during the year 2017-18. The Cost Auditors arenot required to be appointed for the year 2018-19.
iii) Secretarial Audit :
Ms.Manjula Aleti Practicing Company Secretary in practice wasappointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for theyear 31st March 2018 as per the section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theSecretarial Audit Report for the year ended 31st March 2018 (in Form MR-3) submitted byCompany Secretary in Practice is enclosed as a part of this report `Annexure-A.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO :
Information required under section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is given in the Annexure-B tothis report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) :
In terms of section 135 and Schedule VII of the Companies Act 2013the Board of Directors of your Company have constituted a CSR Committee. The Committeecomprises of all Independent Directors. CSR Committee of the Board has developed a CSRPolicy under Health care and Education activities which are enclosed as part of thisreport Annexure-C. Additionally the CSR Policy has been uploaded on the website of theCompany at www.octlindia.com under investors/ policy documents/CSR Policy link.
VIGIL MECHANISM :
In pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 a Vigil Mechanism for directors and employees to report genuineconcerns has been established. The Vigil Mechanism Policy has been uploaded on the websiteof the Company at www.octlindia.com under investors / policy documents / Vigil MechanismPolicy link.
RELATED PARTY TRANSACTIONS :
Related party transactions that were entered during the financial yearwere on an arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions with the Company's Promoters DirectorsManagement or their relatives which could have had a potential conflict with theinterests of the Company. Transactions with related parties entered by the Company in thenormal course of business are periodically placed before the Audit Committee for itsomnibus approval and the particulars of contracts entered during the year as per FormAOC-2 is enclosed as Annexure-D.
The Board of Directors of the Company has on the recommendation of theAudit Committee adopted a policy to regulate transactions between the Company and itsRelated Parties in compliance with the applicable provisions of the Companies Act 2013the Rules thereunder and the Listing Agreement. This Policy was considered and approved bythe Board has been uploaded on the website of the Company at www.octlindia.com underinvestors/ policy documents/Related Party Policy link.
EXTRACT OF ANNUAL RETURN :
The details forming part of the extract of the Annual Return in FormMGT-9 is annexed herewith as Annexure-E.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) /EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 andCompanies (Particulars of Employees) Rules 1975 in respect of employees of the Companyand Directors is furnished hereunder:
1) Details of percentage increase in the remuneration paid toKey Managerial Personnel (KMP)
2) Particulars of Employees:
As required under the provisions of Companies Act 2013 and Rule 5(2)and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 there are no employees falling under the category thus no information is required tobe given in the report.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company andthe policy of the Company on risk management is provided elsewhere in this annual reportin Management Discussion and Analysis.
Directors take this opportunity to express their thanks to variousdepartments of the Central and State Government ONGC Oil India Limited MultinationalCompanies operating in India and Abroad for Oil and Gas Exploration and Drilling BankersMaterial Suppliers Customers and Shareholders for their continued support and guidance.
The Directors wish to place on record their appreciation for thededicated efforts put in by the Engineers and Employees of the Company at all levels.
By Order of the Board of Directors For Oil Country Tubular Limited
Place : Hyderabad Date : April 26th 2018