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Directors Report of Oil Country Tubular Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

The performance during the period ended 31st March, 2015 has been as under: (Rs.In Lakhs) S.No Particulars 2014-2015 2013-2014

1 Gross Income 26364.02 35954.16

2 Profit Before Interest and 3440.41 5488.14 Depreciation

3 Finance Charges 1627.38 1630.92

4 Gross Profit 1813.03 3857.22

5 Provision for Depreciation 2185.06 2005.81

6 Net Profit Before Tax (372.03) 1851.41

7 Provision for Tax (163.10) 809.68

8 Net Profit After Tax (208.93) 1041.73

9 Balance of Profit brought forward 153.33 247.93

10 Balance available for appropriation (217.16) 1289.66

11 Proposed Dividend on Equity Shares - 885.79

12 Tax on proposed Dividend - 150.54

13 Transfer from General Reserve 217.16 100.00

14 Surplus carried to Balance Sheet - 153.33

OPERATIONS:

The Company achieved a turnover of Rs.263.64 Crores during the current year as against Rs.359.54 Crores during the previous year. The exports during the year has been Rs.192.74 Crores as compared to Rs.285.07 Crores during the previous year 2013-14. The Order Book position as on 31st March, 2015 stood at Rs.55 Crores.

During the year, there has been a steep fall in the global crude oil prices by more than 50% from a high of 115 USD/barrel, adversely affecting the exploration and drilling activities world over. The Rig Count has continued to follow the oil prices displaying some of the sharpest declines in the history. Procurement of the Company''s products by the Oil and Gas exploration companies for the fiscal year 2014-15 were deferred due to the sharp fall in the crude oil prices. For the domestic market, the tenders/bids have been announced only during March, 2015 and orders are expected to be finalized not before the first quarter of Financial Year 2016.

During the year, the workers struck work in a concerted manner from second half of 2014-15 without any notice or reasonable cause affecting the operations of the Company leading to liquidated damages due to delay in supplies. Partial operations of the Facility were possible with the Engineers and Staff. The Company incurred a loss and under the circumstances the Board of Directors have not recommended any dividend for the year 2014-15.

PROSPECTS:

The decline in the Rig Count due to the steep fall in the global crude oil prices has a direct bearing on the Drilling and Exploration activities. The current situation is expected to continue during the financial year 2015-16. The market is expected to improve slowly during the second half of the year 2015-16. With inventory available on the ground, the selling prices will be under pressure. Further, the increase in the cost of power and consumables will have an impact on the margins. During the power holidays and power restrictions period imposed by the State, the Company has no option but to purchase the power from the open access at a higher price. With the expectation of an improvement in the market conditions for Oil Drilling and Exploration during the year, the Company will endeavor to perform better than last year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. C K S Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

90.86% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 9.14% is in physical form. The Company''s Registrars are M/s XL Softech Systems Ltd., having their registered office at 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

Number of Board Meetings held :

The Board of Directors duly met 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows :

24th April, 2014, 5th June, 2014, 23rd July, 2014, 30th October, 2014, 11th December, 2014 and 29th January, 2015. DIRECTORS:

Confirmation of Appointment :

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. K. Indira is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director.

Appointment of Independent Directors :

Mr. A P Vitthal will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

Datuk Syed Hisham Bin Syed Wazir will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

The Directors state that Mr. A P Vitthal who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

The Directors state that Datuk Syed Hisham Bin Syed Wazir who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

The Directors recommend the appointment of Mr. A P Vitthal and Datuk Syed Hisham Bin Syed Wazir as Independent Directors as proposed in the notice for the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they 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 of the company for the same period;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting 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 that are adequate and were operating effectively.

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

AUDIT OBSERVATIONS :

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

i) Statutory Auditors :

The Auditors, M/s. C K S Associates, Chartered Accountants, Hyderabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Cost Auditors :

M/s. Sagar & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

iii) Secretarial Audit :

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is given in the Annexure-B to this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of all Independent Directors. CSR Committee of the Board has developed a CSR Policy under Health Care activity which is enclosed as part of this report Annexure-C. Additionally, the CSR Policy has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/ CSR Policy link.

VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.octlindia.com under investors/policy documents/Vigil Mechanism Policy link.

RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure-D.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/Related Party Policy link.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Remuneration Remuneration paid FY paid FY S.No Name Designation 2014-15 2013-14 lakhs lakhs

1 Mr.K.Suryanarayana Executive Chairman 39.12 85.24

2 Mr.Sridhar Kamineni Managing Director 49.44 68.20 (KMP)

3 Mr.K.G.Joshi Director 55.60 52.77

4 Mr.C.S.Rao CS (KMP) 8.01 7.36

5 Mr.Ch.Venkata CFO (KMP) 8.46 7.77 Sastry

Increase in Ratio/Times remuneration per Median S.No Name from previous of employee yearlakhs remuneration

1 Mr.K.Suryanarayana (46.12) 10

2 Mr.Sridhar Kamineni (18.76) 13

3 Mr.K.G.Joshi 2.83 14 4 Mr.C.S.Rao 0.65 2

5 Mr.Ch.Venkata Sastry 0.69 2

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration and Drilling, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Engineers and Employees of the Company at all levels.

For and on behalf of the Board of Directors

Place : Hyderabad K SURYANARAYANA Date : 30.04.2015 Chairman


Mar 31, 2014

The Directors have pleasure in presenting before you the Twenty Eighth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Rs. in Lakhs)

S. No Particulars 2013-14 2012-13

1 Gross Income 35954.16 50460.24

2 Profit Before Interest and Depreciation 5488.14 9664.34

3 Finance Charges 1630.92 1742.56

4 Gross Profit 3857.22 7921.78

5 Provision for Depreciation 2005.81 1719.37

6 Net Profit Before Tax 1851.41 6202.41

7 Provision for Tax 809.68 2608.76

8 Net Profit After Tax 1041.73 3593.65

9 Balance of Profit brought forward 247.93 383.77

10 Balance available for appropriation 1289.66 3977.42

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend 150.54 143.70

13 Transfer to General Reserve 100.00 2700.00

14 Surplus carried to Balance Sheet 153.33 247.93

OPERATIONS:

The Company achieved a turnover of Rs. 359.54 Crores during the current year, as against Rs. 504.60 Crores during the previous year. The Exports during the year has been Rs. 285.07 Crores as against Rs. 454.51 Crores during the previous year 2012-13. The Order Book position as on 31st March, 2014 stood at Rs. 127.78 Crores, which includes Rs. 72.28 Crores of Export Orders.

The slowing down of the economy has severely impacted the sales during the current year. Further, the United States International Trade Commission initiated Antidumping and Countervailing investigations on certain Oil Country Tubular Goods (OCTG) on July 02, 2013 on import of OCTG from India, South Korea, Philippines, Saudi Arabia, Taiwan, Thailand, Turkey, Ukraine and Vietnam based on the petitions iled by the US Producers. The final determination of Antidumping and Countervailing duties is expected around August 2014. The US Customers, under the circumstances, slowed down the procurement of the OCTG, affecting the sales to the US market.

The increase in the cost of power, fuel and the consumables had adversely impacted the profitability and stressed the margins.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 21- per Equity Share of Rs. 10/- each, i.e.,20% for the financial year 2013-14 subject to approval of the Shareholders in the Annual General meeting.

PROSPECTS:

The slowdown in the Drilling and Exploration activities due to slowing down of the economy are expected to continue during the year 2014-15. The Company will strive to achieve around 10% growth in sales during the year 2014-15. The selling price of OCTG products is expected to continue to remain under pressure due to excess inventory available in the market. The increased power, fuel and consumables cost will have an impact on the margins. The Company has no other option but to purchase Power from the open access at a higher price due to shortage of Power generation in the State.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure -1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees forth year 2014-2015 to NSE and BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

90.65% of the company''s paid up Equity Share Capital is in dematerialized form as on 31- March, 2014 and balance 9.35% is in physical form.

The Company''s Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Dr. T S. Sethurathnam will retire by rotation at the ensuing annual general meeting and, being eligible, offer himself for reappointment.

Mr. K. V. Ravindra Reddy will retire by rotation at the ensuing annual general meeting and, being eligible offer, himself for reappointment.

Your Directors state that Dr. T S. Sethurathnam and mr. K. V. Ravindra Reddy who are proposed to be appointed as Independent Directors possess ap ropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Your Directors recommend the appointment of Dr. T S. Sethurathnam and mr. K. V. Ravindra Reddy as Independent Directors, as proposed in the notice for the Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As re fired under section 217 (2AA) of the companies act, 1956 Directors of your Company hereby state and confirm that:

1. the applicable Accounting Standards have been followed in preparation of annual accounts;

2. the accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to five a true and fair view of the State of affairs of the Company as at 31- march, 2014 and of the profit for the year ended on that date;

3. proper and sufficient care has been taken for 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;

4. the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis;

AUDIT OBSERVATIONS:

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

AUDITORS:

The Auditors, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE AND SHAREHOLDERS'' INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure II).

Certificate from the Statutory Auditors of the company m/s C K S Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors'' Report) Rules, 1988 is given in the (Annexure III) to this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration Activities, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.



Regd. Office : For and on behalf of the Board of Directors

"Kamineni", 3rd Floor

King Koti

Hyderabad - 500 001, (A.P.) K. SURYANARAYANA

Chairman

Date: 24.04.2014


Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2013 and Auditors report thereon.

OPERATIONS:

The Company has achieved a turnover of Rs. 504.60 Crores during the current year, as against Rs. 480 Crores during the previous year. The Exports during the year has been Rs. 454.51 Crores as against Rs. 416.22 Crores during the previous year 2011-12. The Order Book position as on 31st March,2013 stood at Rs. 135.54 Crores, which includes Export Orders of Rs. 102.41 Crores.

The Exploration Activities had slowed down during the second half of the Year 2012-13 and the Market did not pickup as expected. The prices came under pressure due to the slowing down of the economy and the cautious purchasing of the distributors. The substantial increase in the cost of Power and Fuel had an impact on the profitability of the Company. The uncertainty in the Power availability effected the operations of the Company thereby affecting the top line and the margins. The Company had to purchase the Power from the Open Access to continue the Operations at a higher cost.

In September 2012, the Company commissioned 0.8 MW Wind Turbine Generator located in Roddam Mandal in Ananthapur District under Renewable Energy Certificate mechanism, as part of the Green initiative in reducing the Carbon emissions and towards meeting the Renewable Power Purchase Obligations for consuming Power through Open Access.

FINANCIAL RESULTS:

2012-2013 2011-2012 S. No. Particulars (Rs. In Lakhs) (Rs.. In Lakhs)

1 Gross Income 50460.24 47999.67

2 Profit Before Interest and Depreciation 9664.34 7838.55

3 Finance Charges 1742.56 1148.50

4 Gross Profit 7921.78 6690.05

5 Provision for Depreciation 1719.37 1038.62

6 Net Profit before tax 6202.41 5651.43

7 Provisions For Tax 2608.76 1823.93

8 Net Profit after tax 3593.65 3827.50

9 Balance of Profit brought forward 383.77 285.76

10 Balance available for appropriation 3977.42 4113.26

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend 143.70 143.70

13 Transfer to General Reserves 2700.00 2700.00

14 Surplus carried to Balance Sheet 247.93 383.77

Dividend:

The Board of Directors of the Company are pleased to recommend dividend of Rs.2/- for each Equity Share of Rs.10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2013 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

The slowdown in the Drilling Operations are expected to continue during the next year and the selling prices of the OCTG Products remain under pressure due to demand being on the lower side and supply on the higher side. Rig counts are at a low point and the energy prices are down. The current market conditions are not favorable and the turnover during the year 2013-14 is expected to be around Rs. 500 Crores. The profitability during the next year is likely to remain under stress due to the higher power and fuel costs and the pressure on the pricing due to the on ground inventories and lower demand fueled with economic uncertainty.

The Power situation in the State continues to be acute. There are Power holidays for nearly 12 days a month and peak load restrictions, thereby adversely affecting the manufacturing.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2013-2014 to NSE and BSE, where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

90.36 % of the company''s paid up Equity Share Capital is in dematerialized form as on March 31st, 2013 and balance 9.64 % is in physical form.

The Company''s Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Datuk Syed Hisham Bin Syed Wazir retires on rotation and being eligible offer himself for re - appointment.

Mr. A P Vitthal retires on rotation and being eligible offer himself for re - appointment.

The Directors recommend appointment / reappointment as proposed in the notice for the Annual General Meeting.

THE DIRECTOR''S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March, 2013 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

Auditors'' observations are suitably explained in notes to the Accounts and are self-explanatory.

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards of 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 of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-II)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors'' Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-III).

PERSONNEL:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government , ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration Activities, Financial Institutions, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Regd. Office : For and on behalf of the Board of Directors

"Kamineni", 3rd Floor

King Koti

Hyderabad - 500 001 (A.P) K. SURYANARAYANA

Date: 25.04.2013 Chairman


Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2012 and Auditors report thereon.

OPERATIONS:

The Company has achieved a turnover of Rs 480.00 Crores during the current year 2011-12, as against Rs 328.15 Crores during the previous year. The exports during the year has also increased from Rs 315.63 Crores during the previous year to Rs 416.22 Crores during the year 2011-12 registering a growth of 31%. The order book position as on 31st March, 2012 is Rs 268 Crores out of which export orders account for Rs 200 Crores.

During the year 2011-12 the Company has successfully implemented the Expansion Project of New Heat Treatment and End Finishing Facility and the Commissioning will be completed by May, 2012, thereby increasing the manufacturing capacity by 150,000 MT and the overall capacity will be 250,000 MT.

FINANCIAL RESULTS:

2011-2012 2010-2011 S.No (Rs. In Lakhs) (Rs. In Lakhs)

1 Gross Income 47999.67 32815.32

2 Profit Before Interest and Depreciation 7838.55 6303.97

3 Finance Charges 1148.50 880.89

4 Gross Profit 6690.05 5423.08

5 Provision for Depreciation 1038.62 846.22

6 Net Profit before tax 5651.43 4576.86

7 Provisions For Tax 1823.93 1529.47

8 Net Profit after tax 3827.50 3047.39

9 Balance of Profit brought forward 285.76 267.86

10 Balance available for appropriation 4113.26 3315.25

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend1 43.70 143.70

13 Transfer to General Reserves 2700.00 2000.00

14 Surplus carried to Balance Sheet 383.77 285.76

Dividend:

The Board of Directors of the Company are pleased to recommend dividend of Rs 2/- for each Equity Share of Rs10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2012 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

With the growing demand of the Company's products due to increase in the Oil and Gas Exploration Activities, the Company has targeted a turnover of Rs 600 Crores during the year 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2012-2013 to NSE and BSE, where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

90.19 % of the company's paid up Equity Share Capital is in dematerialized form as on March 31st, 2012 and balance 9.81 % is in physical form.

The Company's Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Dr. T S Sethurathnam retires on rotation and being eligible offer himself for re - appointment.

Mr. K V Ravindra Reddy retires on rotation and being eligible offer himself for re - appointment.

Mr. A P Vitthal Additional Director, appointed by the Board ceases to be a director at this Annual General Meeting. A notice was received from a shareholder for his appointment as director along with a deposit of Rs 500/- as required U/s 257 of the Companies Act, 1956.

The Directors recommend appointment / reappointment as proposed in the notice for the Annual General Meeting.

THE DIRECTOR'S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March, 2012 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards of 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 of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-II)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors' Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-III).

PERSONNEL:

The Company had 7 persons, who were in receipt of remuneration of not less than Rs 24,00,000 during the year ended 31st March, 2012 or not less than Rs 2,00,000 per month during any part of the said year.

However, as per the provision of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Director's Report and Accounts are being sent to all the Shareholders excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

During the year under review, relationship with the employees is cordial.

ACKNOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration Activities, Financial Institutions, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Read. Office : For and on behalf of the Board of Directors

"Karnineni", 3rd Floor

King Koti

Hyderabad - 500 001 (A.P) K. SURYANARAYANA

April 26th 2012 Chairman


Mar 31, 2011

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2011 and Auditors report thereon.

OPERATIONS :

The Company achieved a turnover of Rs.328.15 Crores inclusive of Rs.222.18 Crores of Exports as against previous year turnover of Rs.334.73 Crores inclusive of Rs.226 Crores of Exports. The turn- over has been less than that of the previous year due to subdued Oil exploration activities in the first half of 2010. The order Book position as on 31st March, 2011 is Rs.250 Crores out of which Export orders are to the tune of Rs. 80 Crores.

FINANCIAL RESULTS:

S.No 2010-2011 2009-2010 (Rs. In Lakhs) (Rs. In Lakhs)

1 Gross Income 32815.32 33473.02

2 Profit Before Interest and Depreciation 6253.79 10608.66

3 Finance Charges 830.71 173.38

4 Gross Profit 5423.08 10435.27

5 Provision for Depreciation 846.22 698.63

6 Net Profit before tax 4576.86 9736.64

7 Provisions For Tax 1529.47 4153.07

8 Net Profit after tax 3047.39 5583.57

9 Balance of Profit brought forward 267.86 220.62

10 Balance available for appropriation 3315.25 5804.19

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend 143.70 150.54

13 Transfer to General Reserves 2000.00 4500.00

14 Surplus carried to Balance Sheet 285.76 267.86

Dividend:

The Board of Directors of the Company are pleased to recommend dividend of Rs.2/- for each Equity Share of Rs. 10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March,2011 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

The Oil and Gas Exploration activities continued to remain subdued during the first half of the year 2010-11. During the second half of the year, the Oil and Gas exploration activities have shown signs of increase, especially in the North America market. The number of active Rigs has gone to the levels of 1700 in North America in addition to 1147 Rigs in the International Market. However, with the availability of stocks on ground there was not much purchasing done by the Drilling Contractors and Distributors. There was initially redeployment of the available material to carry the oil exploration and drilling activities which directly had an impact on the sales during the year 2010-11.

With the number of rigs deployment increasing and depletion of the available stock materials, the active purchasing of the products showed signs of improvement in the last quarter of the year. This was much supported by the high Crude Oil prices of 115 USD / barrel, though the Natural Gas prices still remain to be below 5 USD / mmBTu. The political situation in the Middle East had a bearing on the price of the crude oil. With the price of 115 USD/barrel, the drilling activities are expected to be on the rise. The Company expects to increase the turnover to Rs. 400 Crores during the year 2011-12. The profitability is expected to marginally improve over the previous year as majority of the sales would be Casing.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2011 -2012 to NSE and BSE, where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

85.87 % of the companys paid up Equity Share Capital is in dematerialized form as on March 31st, 201 Land balance 14.13 % is in physical form.

The Companys Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Dr. N S Datar retire on rotation and being eligible offer himself for re-appointment.

During the year Dato Dr. Abdul Halim Bin Harun has resigned as Director from the Board with effect from 21.10.2010. The Board placed on record its appreciation for the valuable services rendered by Dato Dr. Abdul Halim Bin Harun during his tenure as Director on the Board of your Company.

Datuk Syed Hisham Bin Syed Wazir, Additional Director, appointed by the Board ceases to be a director at this Annual General Meetng. A notice was received from a shareholder for his appointment as director along with a deposit of Rs.500/- as required U/s 257 of the Companies act, 1956.

The Directors recommend appoinment / reappointment as proposed in the notice for the Annual General Meeting.

THE DIRECTORS RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31 st March, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2011 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31 st March, 2011 has been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

CORPORATE GOVERNANCE :

Your Company is committed to maintain standards of 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 of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-ll)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO :

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-lll).

PERSONNEL:

The Company had 3 persons who were in receipt of remuneration of not less than Rs.24,00,000 during the year ended 31st March, 2011 or not less than Rs.2,00,000 per month during any part of the said year.

However, as per the provision of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the Shareholders excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

During the year under review, relationship with the employees is cordial.

ACKOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration Activities, Financial Institutions, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Regd. Office: For and on behalf of the Board Directors

108, Kanchanjunga

King Koti Road

Hyderabad-500001 K.SURYANARAYANA

Date: 28.04.2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2010 and Auditors report thereon.

OPERATIONS :

The Company achieved a turnover of Rs.334.73 Crores inclusive of Rs.226 Crores of Exports as against previous year turnover of Rs.422 Crores inclusive of Rs.209 Crores of Exports. The turnover has been less than that of the previous year due to global recessionary conditions and logistic issues for 2-3 Months. The profitability has marginally improved over the previous year by varying the product mix and the lower cost of raw materials. The Order Book position as on 31st March, 2010 is Rs.82.22 Crores with an additional orders worth Rs.100 Crores in pipeline. The orders on hand are mostly for Export market.

FINANCIAL RESULTS:

2009-2010 2008-2009 (Rs. In Lakhs) (Rs. in Lakhs)

1. Gross Income 33473.02 42209.11

2. Profit Before Interest and Depreciation 10608.65 10074.96

3. Finance Charges 173.38 215.81

4. Gross Profit 10435.27 9859.15

5. Provision for Depreciation 698.63 747.89

6. Net Profit before tax 9736.64 9111.26

7. Provisions For Tax 4153.07 2617.47

8. Net Profit after tax 5583.57 6493.79

9. Balance of Profit brought forward. 220.62 3004.07

10. Balance available for appropriation 5804.19 9497.86

11. Proposed Dividend on Equity Shares 885.79 664.34

12. Tax on proposed Dividend 150.54 112.90

13. Transfer to General Reserves 4500.00 8500.00

14. Surplus Carried to Balance Sheet 267.86 220.62

Dividend :

The Board of Directors of the Company are pleased to recommend dividend of Rs.2/- for each Equity Share of Rs. 10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2010 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

The Oil and Exploration Activities, which were reduced drastically due to global meltdown and recession during the year 2009-10 has shown signs of recovery in the last 2-3 Months, as there has been significant increase in the rig count during the last 3-4 Months and the activities are increasing further, resulting in further increase in the Rig Count. Also, the inventory levels of Oil Country Tubular Goods (OCTGs.) which were very high during the year 2009 are almost depleted and the operators have initiated procurement action for the Tubulars required for operations during the current financial year (2010-11). The Company has also penetrated into the USA Market where the demand for Oil Country Tubular Goods is to the tune of Six Million Tonnes. The Company has successfully implemented its expansion plans of Casing manufacturing capacity to 150,000 MT p.a., to meet the increased demand of Tubulars in the Domestic and Global Market. The Seamless Pipe Plant setup by United Seamless Tubulaar Pvt. Ltd is expected to go on stream and stabilize production by July/August, 2010 and will be a source of supply of Green pipes of required quality and at competitive price to the Company. The prospects for the Company for the year 2010-11 are bright and the Company is expected to achieve a turnover of Rs.400 to 425 Crores with improved capacity utilization and increased profitability.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2010-2011 to NSE and BSE, where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

80.29% of the companys paid up Equity Share Capital is in dematerialized form as on March 31st, 2010 and balance 19.71 % is in physical form.

The Companys Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad-500 034 (A. P).

DIRECTORS:

Dr.T.S.Sethurathnam and Shri. K.V.Ravindra Reddy retire on rotation and being eligible offer themselves for reappointment. Your Directors recommend reappointment as proposed in the Notice for the Annual General Meeting.

THE DIRECTORS RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2010 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

Auditors observations are suitably explained in notes to the Accounts and are self-explanatory.

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards of 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 of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-ll)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-lll).

PERSONNEL:

The Company had 3 persons who were in receipt of remuneration of not less than Rs.24, 00,000 during the year ended 31 st March, 2010 or not less than Rs. 2,00,000 per month during any part of the said year.

However, as per the provision of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the Shareholders excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

During the year under review, relationship with the employees is cordial.

ACKOWLEDGEMENT:

Directors take this opportunity to express their thanks to various departments of the Central and State Government, ONGC, Oil India Limited, Multinational Companies operating in India and Abroad for Oil and Gas Exploration Activities, Financial Institutions, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the employees of the Company at all levels.

Regd Office: For and on behalf of the Board Directors

108, Kanchenjunga

King Koti Road K.SURYANARAYANA

Chairman Hyderabad-500 001 Date: 24.04.2010