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United Drilling Tools Ltd.

BSE: 522014 Sector: Engineering
NSE: UNIDT ISIN Code: INE961D01019
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VOLUME 38653
52-Week high 596.30
52-Week low 242.05
P/E 26.16
Mkt Cap.(Rs cr) 1,188
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 569.00
CLOSE 569.00
VOLUME 38653
52-Week high 596.30
52-Week low 242.05
P/E 26.16
Mkt Cap.(Rs cr) 1,188
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

United Drilling Tools Ltd. (UNIDT) - Director Report

Company director report

To The Members

Yours Directors have pleasure in presenting the 39th Annual Report togetherwith the Annual Audited Financial Statements of United Drilling Tools Limited (UDTL) forthe year ended March 312021.

1. CORPORATE OVERVIEW

The Company was incorporated in 1985 and has thereafter transformed to being one of theleading manufacturers of high-quality drilling products used in the upstream oil and gasexploration. A growing player in the international space the Company got listed on BSELimited since 1986 and now also listed on National Stock Exchange of India Limited w.e.f25th September 2020 has its corporate headquarters at Noida.

(Rs. in Lacs)
Financial Performance Current Year ended 31st March 2021 Previous year ended 31st March 2020
Gross Turnover and other receipts 14650.05 11466.90
Less Total expenses 10736.09 6191.48
Profit/(Loss) before Interest and Depreciation 4269.04 5595.72
Less: Interest 87.54 50.61
Profit/(Loss) Before Depreciation 4181.50 5545.11
Less: Depreciation 267.54 269.69
Profit/(Loss) Before Tax 3913.96 5275.42
Less: Provision for taxation 644.13 753.62
Profit/(Loss) After Tax 3269.83 4521.80
Other Comprehensive income (2.82) (6.34)
Balance carried to Balance Sheet 3267.01 4515.46

2. BUSINESS PERFORMANCE AND FINANCIAL REVIEW

Your company's financial performance for the year in appraisal i.e. FY20-21 wasconsiderably healthier despite being a pandemic year where we have seen very turbulenttimes in the economies across geographies specifically in the oil and gas sector. Weposted a revenue growth of ~27% and closed the year with revenues of Rs.146.50 crore ascompared to Rs.114.66 crore in FY20 owing to higher production efficiencies with a lowerturnaround time and strong order book in hand. We have put forth a detailed review of oursegmental performance for the financial year ended 31st March 2021 in the ManagementDiscussion and Analysis Report which forms a part of this Report.

IMPACT OF COVID 19

We had a national lockdown since the beginning of the financial year and this haltedour manufacturing activities completely for nearly 45 effective days this was incompliance with the directives/orders issued by the relevant authorities. Although we hada very dampening first quarter owing to economic disruption where we barely had 25effective working days which slightly impacted our financial results for year ended March31 2021 and we had some deviations then our expected results. Further to this the Companyhas made an assessment of the recoverability and carrying values of its assets comprisingProperty plant and equipment inventories receivables and other current / non-currentassets as of 31 March 2021 and on the basis of evaluation has concluded that no materialadjustments were required in the financial results. Your management was proactive todevise and promptly execute restart strategies and prudently take all necessaryprecautionary measures to commence operations as well as ensure smooth functioning withall the safety and well-being protocols of all its employees and the society we havealready taken the drive to vaccinate all our employees as per their applicable age status.We further commit and assure that the company has been well equipped to mitigate manageand encounter similar situations arising due to the Covid-19 pandemic which is stillprevailing in the coming times to control any adverse and/or material impact on theCompany's financial performance and business activities.

MANUFACTURING

Your Company has dedicated three manufacturing locations which have state of the artequipment's plant and machinery each unit/plant has been in full compliance of safetymeasures considering all natural risks arising out of any incidents and/or accidentalmishaps. The Company operates from the following locations as given below:

1) United Drilling Tools Ltd. Plot No. C-41 Sec-81 Noida-201 305 Distt- GautamBuddh Nagar (UP) India.

2) United Drilling Tools Ltd. (NSEZ Unit) Plot No. 129G/25- 26 43-44 NSEZ DadriRoad Phase II Noida-201 305 Distt - Gautam Budh Nagar (UP) India.

3) United Drilling Tools Ltd. (KSEZ Unit) Plot No. 523 New Area Kandla SpecialEconomic Zone Kandla Gandhidham Kuch -370230 Gujarat India.

All these unites are designed and planned very systematically for dedicated productionof a wide range of tools and equipment's in each of the broader 5 product segments we arenow enhancing our production efficiencies and capacity utilization to grow our marketshare in the international markets where we are registered as approved vendors. We are theonly one in India and among the few players globally manufacturing some nice productsspecifically in the connector segment we have been the preferred vendor's for some largePSU's in India for their upstream exploration activities. We have always been on theforefront for quality aspects as we have highly stringent quality and precision norms toadhere we have also a research and design team who constantly works on customizedsolutions for developing new variants as per global standards. The biggest advantage forour company is the cost competitiveness which gives us an upper edge while competing ininternational markets with quality matching to international standards. Our units/plantslocated at SEZ Noida and KSEZ Kandla are strategically located in close proximity toports rail and road network which helps us in attaining cost savings in a significantmanner. "United Drilling Tools Limited is among one the world's leading manufacturersof Oilfield Equipment such as Truck Mounted and Skid Mounted Wireline Winches- Zone-I& Zone- II Conventional & Wire Line Retrievable Gas Lift Valves Conventional andSide Pocket Mandrels Interchangeable Sleeves and Integral Blade Stabilizers and Highperformance Connectors for large OD Casing Pipes (18.5/8" to 36").e are equippedwith the latest equipment and machines such as Machine-shop-with CNC and Special- PurposeLathes Milling Machines Drilling Machines Cylindrical Grinders Assembly andFabrication Shop and elaborate Quality testing department as per international standardsto manufacture high precision oilfield equipment."

We have been progressing well on setting up a new manufacturing plant in Gujarat nearMundra Port; this unit will be very instrumental in manufacturing the most advanced andlatest products which have been recently designed and developed for example packagingpipe with the connector gathering section further extending the current item portfolio.Moreover it will upgrade UDTL's manufacturing capacity as this unit will be capable ofproducing highly customized designs which require advanced level of precision engineeringand making this a best in class unit.

We at UDTL assure all our fellow shareholders that we are committed to inclusive growthin every aspect of our business activity and we pursue all our endeavors in further takingyour company to scale newer heights of sustained growth and success.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the general reserve during FY 2020-21.

4. DIVIDEND

During the financial year 2020-21 UDTL has paid two interim dividend aggregating to15% additionally UDTL has proposed a Final Dividend of @ 6% considering itsstellar performance in FY20-21.

The Total Dividend (interim and final) on equity shares for the financial year 2020-21would aggregate @ 21% i.e; H2.10 per equity shares of H10/-each.

5. LISTING

The Company's Equity shares are listed on BSE Ltd formerly known as Bombay StockExchange one of the recognized stock exchange of India. During the year the company hasgot its equity shares listed on another leading and recognized stock exchange known asNational Stock Exchange of India Limited (NSE). The company has appointed NSDL and CDSLrecognized Depository of India as depository for keeping equity shares in electronicForm. The company has paid annual fee to all these SEBI authorized agencies for thefinancial year 2021-22.

6. SHARE CAPITAL

The Company's paid-up equity share capital continues to stand at 2030.31 lakhs as onMarch 31 2021. During the year the Company has not issued any shares or convertiblesecurities. The Company does not have any scheme for the issue of shares including sweatequity to the Employees or Directors of the Company.

7. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Act a statement containing salient features of theFinancial Statements of each of its subsidiary or subsidiaries and associate company orcompanies is required to be provided in such form as may be prescribed.

During the year under review the Company have no subsidiary or subsidiaries andassociate company therefore there is no need to consolidate the financial statements ofthe Company.

8. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

8.1 BOARD OF DIRECTORS

The Board & committees of the company comprises of eminent experienced and reputedindividuals from their respective fields. During the financial year 2020-21 the Boardhave Six (6) members at beginning of the FY out of which there were three independentnon-executive director and three were executive director including Managing Director ofthe company. At the end of the FY there were five director(s) on the Board of theCompany. During the FY one of the Independent women director Mrs. Twinkle Singh hasresigned from the office of director due to pre-occupation elsewhere w.e.f. 15thMarch 2021. Except this there was no major change in the composition of Board ofDirector of the company.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of being appointed as independent director asprescribed both under the provisions of Companies Act 2013 and SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. Further all the members of Board declaredtheir equity shares holding as well as interest in the Company as per requirement ofCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The composition of the Board of Directors at the end of the FY i.e; 31stMarch 2021 are given below:-

1. Mr. Pramod Kumar Gupta Chairman & Managing Director
2. Mr. Krishan Diyal Aggarwal Independent Director
3. Mr. Kanal Gupta Executive Director
4. Mr. Pandian Kalyanasundaram Independent Director
5. Mr. Inderpal Sharma Executive Director

8.2 KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. Pramod KumarGupta MD & Chairman (with effect from February 212020) Mr. Arun Kumar Thakur ChiefFinancial Officer ('CFO') (with effect from August 8 2015) and Mr. Pramod Kumar OjhaCompliance Officer & Company Secretary (with effect from August 8 2012) were the KeyManagerial Personnel of the Company till March 312021.

8.3 INDEPENDENT DIRECTOR

The Company's Independent Directors have submitted requisite declarations confirmingthat they continue to meet the criteria of independence as prescribed under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directorshave also confirmed that they have complied with Schedule IV of the Act and the Company'sCode of Conduct.

The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise in the fields of finance managementstrategy auditing tax and risk advisory services banking insurance and financialservices; and they hold highest standards of integrity.

Regarding proficiency the Company has adopted requisite steps towards the inclusion ofthe names of all Independent Directors in the data bank maintained with the IndianInstitute of Corporate Affairs Manesar ('IICA'). Accordingly the Independent Directorsof the Company will registered themselves with the IICA for the said purpose. In terms ofSection 150 of the Act read with Rule 6(4) of the Companies (Appointment &Qualification of Directors) Rules 2014 the Independent Directors are required toundertake online proficiency self-assessment test conducted by the IICA within a period ofone (1) year from the date of inclusion of their names in the data bank.

8.4 Board Effectiveness

a. Familiarisation programme for Independent Directors

Over the years the Company has developed a robust familiarisation process for thenewly appointed Directors with respect to their roles and responsibilities way ahead ofthe prescription of the regulatory provisions. The process has been aligned with therequirements under the Act and other related regulations. This process inter aliaincludes providing an overview for the manufacturing of Oil Drilling Tools and alliedindustries equipment the Company's business model the risks and opportunities etc.

b. Formal annual evaluation

The Board carries out its annual performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration committee as mandated under the Act and Listing Regulations as amendedfrom time to time. The criteria applied in the evaluation process are explained in theReport on Corporate Governance which forms part of the Annual Report.

8.5 REMUNERATION POLICY AND CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT ASDIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR LEADERSHIP POSITIONS

The Company has in place a policy for remuneration of Directors Key ManagerialPersonnel and Members appointed at senior level as well as a well-defined criterion forthe selection of candidates for appointment to the said positions which has been approvedby the Board. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to the Executive and Non-Executive Directors (by way ofsitting fees and salary) and Key Managerial Personnel.

The criteria for the selection of candidates for the above positions cover variousfactors and attributes which are considered by the Nomination & RemunerationCommittee and the Board of Directors while selecting candidates. The policy onremuneration of Directors Key Managerial Personnel and Members of senior level is givenin "Annexure A" to this Report and is also available at the website ofthe Company and can be accessed at www.udtltd.com.

The Board of Directors of the Company also formulated and adopted the policy on theDiversity of the Board' and 'Succession Policy for Directors'. The details of the same arealso available at the website of the Company and can be accessed at www.udtltd.com.

9. MEETINGS

a. Meetings of Board of Directors

Regular Meetings of the Board of Directors were held to discuss and decide on variousbusiness policies strategies financial matters and other businesses.

During the year Five Board Meetings were convened and held the details of which aregiven in the Corporate Governance Report forming part of the Annual Report. The provisionsof Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 were adhered to while considering the time gap between two meetings andvarious other requirements including Secretarial Standards as issued by the ICSI.

b. Meetings of Independent Directors

During the year under review the Independent Directors met once on February 13 2021without the presence of NonIndependent Directors and members of the Management inter aliato:

• Review the performance of Non-Independent Directors the Board as a whole andthat of its Committees;

• Review the performance of the Chairperson of the Company taking into accountthe views of Executive Directors and Non-Executive Directors; and

• Assess the quality content and timeliness of flow of information between theCompany management and the Board which is necessary for the Board to effectively andreasonably perform its duties.

10. COMMITTEES OF BOARD OF DIRECTORS

In compliance with the requirements of Companies Act 2013 and Listing Regulationsyour Board had constituted various Board Committees to assist it in discharging itsresponsibilities.

The Board has adopted charters setting forth the roles and responsibilities of each ofthe Committees. The Board has constituted following Committees to deal with matters andmonitor activities falling within the respective terms of reference:-

A. Mandatory Committees

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

B. Non-Mandatory Committees

• Risk Management Committee

• Ethics Committee

Detailed composition of the above Committees their terms of reference number ofmeetings held attendance therein and other related details are provided in the CorporateGovernance Report forming part of the Annual Report. There has been no instance where theBoard has not accepted the recommendations of its Committees.

The composition of the committees was in conformity with the applicable provision ofthe Companies Act 2013 and in pursuance to the requirements of SEBI (LODR) Regulations2015.

11. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertakeCSR initiatives as specified in Schedule VII of the Companies Act 2013. The Company hasconstituted a robust and transparent governance structure to oversee the implementation ofCSR Policy in compliance with the requirements of Section 135 of the Companies Act 2013.

The Company's commitment to create significant and sustainable societal value ismanifest in its Corporate Social Responsibility (CSR) initiatives and its sustainabilitypriorities are deeply intertwined with its business imperatives. Over the period of itslong existence the Company has upheld its tradition of community service and tried toreach out to the underprivileged in order to empower their lives and provide holisticdevelopment. The Company's focus areas are concentrated on increasing access to healtheducation environment sustainability community development and holistic development witha focus on underprivileged people living around its manufacturing units and otherestablishments. In accordance with Section 135 of the Act as amended read withNotification issued by the Ministry of Corporate Affairs ('MCA') dated 22ndJanuary 2021 and the rules made thereunder the Company has formulated a Corporate SocialResponsibility Policy a brief outline of which along with the required disclosures isgiven in'Annexure-B' of this report in the format as prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014 which is annexed hereto and forms apart of the Board's Report.

12. AUDITORS

12.1 STATUTORY AUDITORS

The financial statements of the Company for the financial year 2020-21 have beenaudited by M/s R S Dani & Co. Accordingly an Audit Report along with audited FinancialStatements for the said FY are being placed before the members for their consideration andadoption. The Notes on the Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualifications reservations or adverse remarks.

M/s R S Dani & Co. Chartered Accountants were appointed for the second term offive consecutive years as statutory auditor of the company i.e. till the conclusion of 42ndAGM of the company.

12.2 SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT

In term of the provision of Section 204 of the Company Act 2013 the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Balraj Sharma & Associates Company Secretaries NewDelhi as Secretarial Auditor of the Company for the financial year ended March 31 2021.

The report of the Secretarial Auditor is attached as "Annexure-C". TheSecretarial Audit Report does not contain any qualification reservation or adverseremark. The Company is in compliance with the Secretarial Standards specified by theInstitute of Company Secretaries of India.

12.3 INTERNAL AUDITORS

Pursuant to the provision of section 138 of the Companies Act 2013 and SEBI (LODR)Regulations 2015 M/s Pankaj Priti & Associates Chartered Accountants having vastexperience in field of Taxation Finance and Accounts were appointed as internal auditorof the Company for the financial year 202021 to perform the duties functions andactivities as assign by the Board to carried out the internal audit of the Company.

The Internal auditor shall submit the report on quarterly basis to the audit committeeof the Company. The Report of Internal Auditors did not contain any qualificationsreservations or adverse remarks.

13. CORPORATE GOVERNANCE

The Board of Directors reaffirm their continued commitment to good corporate governancepractices. During the year under review the Company complied with the provisions relatingto corporate governance as provided under the Listing Regulations. The compliance reporttogether with a certificate from the Company's auditors confirming the compliance on theconditions of corporate governance is provided in the Report on Corporate Governancewhich forms part of the Annual Report as "Annexure-D".

A certificate from M/s R S Dani & Co. Practicing Chartered Accountant regardingcompliance of the conditions of Corporate Governance as stipulated under Schedule V ofthe Listing Regulations is attached which forms part of the Annual Report.

14. CEO & CFO CERTIFICATION

Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations acertificate from the Chief Executive Officer and Chief Financial Officer of the Companyaddressed to the Board of Directors inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is provided elsewhere in this AnnualReport.

15. BUSINESS RESPONSIBILITY REPORT

In term of Regulation 34(2)(f) of SEBI Listing Regulations 2015 BusinessResponsibility Report must be a part of Annual Report for top 100 listed Company. Inpurview of above regulation it is not applicable to the company thus such report is not apart of Annual Report but to the best practices our company has taken initiative toprotect Environment social and good governance perspective as stipulated under thisregulations.

16. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/ Whistle Blower Policy. The purpose ofthis mechanism is to provide a framework to report concerns about unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policyand provide adequate safeguards against victimization of the person availing thismechanism.

The Policy is available on Company's website www.udtltd.com which has beenappropriately communicated within the organisation and is effectively operational. Thepolicy provides mechanism whereby whistle blower may send protected disclosures atcompsect@udtltd.com and in exceptional cases directly to the Chairman of Audit Committee.

17. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are attached as "Annexure E".

I n accordance with the provisions of Section 197(12) of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the namesand other particulars of employees drawing remuneration in excess of the limits set out inthe aforesaid Rules forms part of this Report.

18. ANNUAL RETURN

An extract of Annual Return as on the financial year ended 31st March 2021in Form No. MGT-9 as required under Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 is set out as "Annexure-F"to the Directors' Report.

Further in terms of Section 134(3)(a) of the Companies Act 2013 the Annual Return ofthe Company has been placed on the Company's website and can be accessed at www.udtltd.com

19. COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1and SS2) respectively relating to Meetings of the Board and its Committees which havemandatory application during the year under review.

The Company has also complied with all relevant Indian Accounting Standards referred toin Section 133 of the Companies Act 2013 read with Companies (Indian AccountingStandards) Rules 2015 while preparing the financial statements.

20. CREDIT RATING

Our continuous efforts are converted into results which are shown in our Financials andalso recognised by rating Agency and they had upgraded our rating continuously for thelast two years.

a) Rating improved from BB+ to BBB- in the year 2019.

b) Rating further improved from BBB- to BBB in the current year 2020.

This reaffirms the reputation and trust the Company has earned for its sound financialmanagement and its ability to meet its financial obligations.

21. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

As per requirement of SEBI Listing Regulations 2015 Management's Discussion andAnalysis Report for the financial year 2020-21 is attached as "Annexure-G" formingpart of the Annual Report.

22. RELATED PARTY TRANSACTIONS

In term of SEBI Listing regulations and relevant provision of the Company Act 2013the details information regarding related party transaction occurs during the financialyear 2020-21 has been disclosed in prescribed format AOC-2 in "Annexure-H" asa part of this annual report.

23. INTERNAL CONTROL SYSTEMS

23.1 Internal Audit and its Adequacy

The scope and authority of the internal audit function is defined in the Internal AuditCharter. To maintain independence and objectivity in its functions the internal auditfunction reports directly to the Audit Committee of the Board.

At the beginning of each financial year a risk-based annual audit plan is rolled outafter it is approved by the Audit Committee of the Board. The audit plan aims to evaluatethe efficacy and adequacy of the internal control system and compliance thereofrobustness of internal processes policies and accounting procedures compliance with lawsand regulations.

Based on the reports of internal audit function process owners undertake correctiveaction in their respective areas. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

23.2 Internal Controls over Financial Reporting (ICFR)

The Company's internal financial controls are commensurate with the scale andcomplexity of its operations. The controls were tested during the year and no reportablematerial weaknesses either in their design or operations were observed. The Company hasput in place robust policies and procedures which inter alia ensure integrity inconducting its business safeguarding of its assets timely preparation of reliablefinancial information accuracy and completeness in maintaining accounting records andprevention and detection of frauds and errors.

24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are given in 'Annexure-I whichis annexed hereto and forms a part of the Board's Report.

Although UDTL 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 wastage of energy and electric power as energy conservation dictates howefficiently a company can conduct its operations. Further your Company got NOC from statepollution control board of U.P. Government.

25. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 of the Act:

a) that in the preparation of the annual financial statements for the year ended March31 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures;

b) that such accounting policies applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year March 31 2021 and of theprofit of the company for the year ended on that period;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis; and

e) that proper internal financial controls laid down by the company and that suchinternal financial controls are adequate and were operating effectively.

26. OTHER DISCLOSURES

26.1 There were no material changes and commitments affecting the financialposition of the Company between the end of the financial year and the date of this report.

26.2 The Company has not issued any shares with differential voting rights/sweatequity shares.

26.3 There was no revision in the Financial Statements.

26.4 There has been no change in the nature of business of the Company as on thedate of this report.

27. DEMATERIALISATION OF EQUITY SHARES

The company have been provided the facility to demat the physical shares through CDSL& NSDL two recognized depository participant in India. The demat ISIN of the companyfor equity shares is INE961D01019. M/s Alankit Assignments Ltd. is acting as its agent fordemat and other related quarries of the shareholders for their equity shares. Sharetransfer Agent takes prompt action on request of the shareholders for dematerialization ofequity shares within stipulated time.

28. GREEN INITIATIVES IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs has taken a 'Green Initiative in CorporateGovernance' by allowing companies to send documents to their shareholders in electronicmode. To support this green initiative and to receive communications from the Company inelectronic mode members who have not registered their E-mail addresses and are holdingshares in physical form are requested to contact the RTA of the Company and register theirEmail-id. Members holding shares in demat form are requested to contact their DPs. Membersmay please note that notices annual reports etc. will be available on the Company'swebsite at www.udtltd. com. Members will be entitled to receive the said documents inphysical form free of cost at any time upon request.

29. DEPOSIT FROM PUBLIC

During the year the Company has not invited or accepted any public deposits coveredunder Section 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014. As such no amount on account of principal or interest on publicdeposits was outstanding as on the date of the Balance Sheet.

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

UDTL is an equal employment opportunity company and is committed to creating a healthyworking environment that enables employees to work without fear of prejudice and genderbias. As an organisation the Company is committed to ensure that every employee istreated with dignity and respect and works in a conducive work environment which promotesprofessional growth of employee and encourages equality of opportunity. The Company haszero tolerance towards any act on the part of any executive which may fall under theambit of 'sexual harassment' at workplace and is fully committed to uphold and maintainthe dignity of every women executive working in the Company.

Further to provide an empowering and enabling atmosphere to women employees theCompany has continuously endeavoured to build the work culture which promotes the respectand dignity of all women employees across the organisation. The Company has formulated acomprehensive policy on prevention prohibition and redressal against sexual harassment ofwomen at workplace which is also in accordance with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013('POSH'). The said policy has been made available on the internal portal of the Company.

The Company has constituted an Internal Complaints Committee ('ICC') under the POSH.The ICC has been set up comprising THREE (3) female employees of whom one

(1) female employee is the Chairperson of the ICC and two

(2) male employees of whom one (1) is the secretary of the ICC. There are One (1)external Members on the ICC who are specialists in dealing with such matters. Theemployees are sensitised from time to time in respect of matters connected with preventionof sexual harassment. Awareness programmes are conducted at unit levels to sensitise theemployees to uphold the dignity of their female colleagues at workplace.

Number of cases filed and their disposal under Section 22 of the POSH is as follows:

Sr. No. Particulars Status
1. Number of complaints pending at the beginning of the FY 0
2. No. of complaints received during the financial year 0
3. No. of complaints resolved during the financial year 0
4. Number of complaints pending at the end of the FY 0

31. APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from financial institutions banks Government andother Regulatory Authorities Stock Exchanges customers vendors dealers investorsbusiness associates during the year.

The Board also places on record its appreciation for the enthusiastic co-operationhard work and dedication of all the employees of the Company without which it would nothave been possible to achieve all round progress and growth of the Company.

Directors wishes to place on record their appreciation of the efficient and loyalservices rendered by each and every employee without whose whole-hearted efforts theoverall satisfactory performance would not have been possible and look forward to the longterm future with confidence.

The trust and confidence reposed by the customers in the Company and its products isespecially cherished. Your Directors also wish to place on record their appreciation ofthe wholehearted and continued support extended by the Shareholders and Investors whichhad always been a source of strength for the Company. Your Directors look forward to yourcontinued support.

32. CAUTIONARY STATEMENT

Statements in the Boards' Report and the Management Discussion and Analysis describingthe Company's objectives projections estimates expectations or predictions may be'forward looking statements' within the meaning of applicable securities laws andregulations. Actual results could differ materially from those expressed or implied.

Important factors that could make a difference to the Company's operations includeglobal and Indian demand supply conditions finished goods prices feed stock availabilityand prices cyclical demand and pricing in the Company's principal markets changes ingovernment regulations tax regimes economic developments within India and the countrieswithin which the Company conducts business and other factors such as litigation and labournegotiations.

The Company is not obliged to publicly amend modify or revise any forward lookingstatement on the basis of any subsequent development information or events or otherwise.

For and on behalf of the Board
United Drilling Tools Limited
Sd/-
Pramod Kumar Gupta
Date: 30/08/2021 Managing Director
Place: Noida DIN: 00619482

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