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Directors Report of United Drilling Tools Ltd.

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 33rd Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2014 and 31st March, 2015.

1. SUMMARIZED FINANCIAL HIGHLIGHTS

The Company's financial performance, for the year ended 31st March, 2014 and 31st March 2015 as aforesaid is summarized below :

(Rs. in Lacs) Particulars For the year For the year For the year ended ended ended 31st March, 31st March, 31st March, 2015 2014 2013

Gross Turnover and other receipts 11190.67 6732.09 4485.06

Profit / (Loss) before Interest and 3858.98 625.17 245.08 Depreciation

Less: Interest 150.30 62.29 73.60

Profit/(Loss) Before Depreciation 3708.68 562.88 171.48

Less: Depreciation 942.53 321.29 32.27

Profit /(Loss) Before Tax 2766.15 241.59 139.21

Less: Provision for taxation 168.58 75.40 50.50

Profit /(Loss) After Tax 2599.57 166.19 88.70

Profit brought from Macro Merger ---- 79.62 -

Balance brought forward from previous 617.92 372.11 283.41 year

Balance carried to Balance Sheet 3215.49 617.92 372.11

2. BUSINESS PERFORMANCE

The financial year 2014-15 has been a very successful and important year for the Company. The Company's business shows impressive earnings in a year. The Company was able to capitalize on the market conditions through its operational excellence, higher efficiency and well executed strategies.

Your Company has been able to achieve excellence and efficiency due to the philosophy of hard work predominantly coupled with other strategic endeavor taken by it, which has increased Company's product line and profits. Your company is continuously extending its business into export markets as well as developing perspective customers in India and abroad.

Further the Company's units situated in SEZ in Noida & Kandla commence its business and play an important role to achieve the target and goal. The Company has implemented ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve Health and Safety of the employees.

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

3. DIVIDEND

Your Directors deems it appropriate to conserve its resources and disburse at appropriate time, instead of distributing same. This way your Company will be able to conserve its resources and further consolidate the funds position for your Company. The Board may consider remunerating suitably to its members at appropriate time.The decision has been formulated in accordance with the Company's policy to pay/not to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

4. FUTURE OUTLOOK

The future outlook of the Company seems very promising because of the increase in sales of the products within and outside the country. As demand of Oil and Gas is increasing day-by-day in our country as well as overseas, the requirement of Company's products, which are directly related with Oil sector, is also increasing considerably. The Company has also implemented various quality systems which have improved quality of product and therefore acceptability of Company's product in domestic and international market has also increased considerably. This may eventually leads higher growth, turnover and profit of the company.

5. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the concerned Stock Exchanges in India, is elaborated in a separate section forming part of the Annual Report.

6. LISTING

Your Company's Equity Shares are presently listed on The Bombay Stock Exchange and Delhi Stock Exchange. It is worth mentioning here that UP Stock Exchange Ltd had applied for its exist as Stock Exchange as per Clause

2.2 of the Securities and Exchange Board of India (SEBI) Circular No. CIR/MRD/DSA/14/2012 dated May 30, 2012 and the SEBI vide its Exist Order Dt. June 9th, 2015 allowed the exit of UP Stock Exchange Limited as a stock exchange. Moreover, the Delhi Stock Exchange have been de-recognized by the Securities and Exchange Board of India w.e.f. 19th November, 2014. The Company has paid the listing fees for the year 2015-2016 to Bombay Stock Exchange, where the securities of the Company are listed and stopped paying listing fee to other two stock exchanges and continue to do so in future.

7. MAJOR EVENT Amalgamation

During the period under review your company has presented a Scheme of Amalgamation seeking concurrence to same from Hon'ble High Court for amalgamation of Macro Steel Engineers Pvt. Ltd. Into it. Hon'ble High Court of Delhi vide its order dated 01/05/2014 for which effective date was 25/07/2014 has sanctioned such a scheme and accordingly the transferor Company stands amalgamated.

Non placing of Audited Financial Accounts for FY ended 31.03.2014, Change in Statutory Auditors and certain defaults M/s Agarwal Dhruv & Co., Chartered Accountants, ICAI Firm Registration No.: 008900N were acting as Statutory Auditors of the Company. On account of dereliction of duty on their part, a special notice for not re-appointing them was received which was duly considered by Audit Committee, read with relevant provision of Companies Act, 2013 whereupon office of Auditor was supposed to be changed in given timeframe, considering tenure of specified period, whereupon existing term too was supposed to be considered. On account of same the financials of year ended 31.03.2014 could not be placed before the members and AGM was concluded without adoption of Annual Accounts. Members had approved the appointment of M/s R S Dani & Co., Chartered Accountants to act as Statutory Auditors of the Company and said firm had accordingly completed the Audit of the affairs of your Company for FY ended 31.03.2014 besides FY ended 31.03.2015, which was task left unattended by M/s Agarwal Dhruv & Co., the erstwhile Auditors of your Company. Your management perceive same to be a material event, yet same is not repeated for the sake of brevity, as members were fully apprised as to same in Annual Report for FY ended 31.03.2014.

8. CONSOLIDATED FINANCIAL STATEMENT

Your company has no joint Venture, subsidiaries and Associate companies, hence in accordance with the of Companies Act, 2013 and Accounting standard (AS) -21 no need of consolidated financial statement.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As stated above, your company has no subsidiaries, Joint Venture and Associates Companies.

10. DIRECTORS & COMMITTEE

Your Board comprises of eminent, experienced and reputed Individuals from their respective fields. At the 32nd Annual General Meeting held on 11th November, 2014 the company had appointed the existing independent directors Shri S S Bhagat (DIN 00841981), Shri K.D. Aggarwal (DIN; 00861164) and Shri V.B. Mishra (DIN 00619543) as independent directors under The Companies Act, 2013 for 5 consecutive years for a term upto the conclusion of the 37th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and as per the Clause 49 of the Listing Agreement with the concerned Stock Exchanges.

At board meeting held on 28.02.2015 the board had appointed Mr. Kanal Gupta (DIN 01050505) as Additional Director and in another Board meeting held on 30.03.2015, Ms. Shruti Synghal was appointed as Additional cum women Director of the Company. In accordance with the provisions of Companies Act, 2013 Shri U S Pandey (DIN: 02877691), Non- Executive Director retires by rotation and being eligible offers himself for re-appointment.

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

Sr. Name of the Director Designation on the Board No

1 Mr. Pramod Kumar Gupta Chairman and Managing Director

2 Mr. S.S.K Bhagat Independent Director

3 Mr. V.B. Mishra Independent Director

4 Mr. K.D.Aggarwal Independent Director

5 Mr. Uma Shankar Pandey Non Executive Director

6. Mr. Kanal Gutpa Additional Director

7. Ms. Shruti Synghal Additional cum Women Director

10.1 BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and as per the Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report.

10.2 REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

10.3 MEETINGS

During the year Nine Board Meetings and one independent directors' meeting was held, the Details of which are given in Corporate Governance Report. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings and various other requirements including voluntary secretarial standards issued by ICSI. Date of the Board Meeting held during the year are mentioned herewith.

30.04.2014, 30.08.2014, 07.10.2014, 07.11.2014, 11.11.2014, 07.01.2015, 28.02.2015, 21.03.2015 and

30.03.2015.

10.4 AUDIT COMMITTEE

The company is having an audit committee comprising of the following Independent Directors :

Name Status Category

Shri V.B. Mishra Chairman Non Executive & Independent Director

Shri K.D. Aggarwal Member Non- Executive & Independent Director

Shri S.S.K Bhagat Member Non Executive & Independent Director

All the recommendations made by the Audit Committee were accepted by the Board.

10.5 NOMINATION AND REMUNERATION COMMITTEE

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

Name Status Category

Shri K.D. Aggarwal Chairman Non- Executive & Independent Director

Shri S.S.K Bhagat Member Non Executive & Independent Director

Shri V.B. Mishra Member Non Executive & Independent Director

All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board.

10.6 STAKE HOLDER GRIEVANCE/RELATIONSHIP COMMITTEE

The company is having Stake holder Grievance Committee comprising of the following Directors:

Name Status Category

Shri V. B. Mishra Chairman Non Executive and Independent director

Shri U.S Pandey Member Non - Executive Director

Shri P.K. OJha Company Secretary Compliance Officer

11. CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the Company yet the Company has been, over the years, pursuing as part of its corporate philosophy, the key philosophy of all CSR initiatives of the Company is guided by three core commitments of Scale, Impact and Sustainability, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

The Company would also undertake other need based initiatives in compliance with Schedule VII to the Act. During the year, the Company has spent Rs.2, 39, 501 (Two Lac Thirty Nine Thousand Five hundred One (around 1.77 % of the average net profits of last three financial years) on CSR activities even though the provision of section 135 of the Companies Act 2013 were not applicable to the Company during the financial year ended 31st March, 2015.

12. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Chairman of the Audit Committee.

This policy is uploaded on the website of company.

13. DIRECTORS' RESPONSIBILITY STATEMENT

For Financial Year ended 31.03.2014 and 30.03.2015, your Directors' state that:

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

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

b. Appropriate accounting policies have been selected and applied consistently and have made judgement and estimates that are reasonable and prudent so as to give a true and fiar view of the state of affairs of the Company as at 31st March, 2014 and 31st March, 2015 and of the profit of the Company for the financial year ended 31st March, 2014 and 31 March 2015.

c. Proper ad sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

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

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

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

14. BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Agreement, the Business Responsibility report describing the initiatives taken by the Company from environmental, social and governance perspective is to be attached as part of the Annual Report. It is not mandatory for your company.

15. RELATED PARTY TRANSACTIONS

There were no contracts or arrangements entered into by the company requiring compliance as enshrined in section 188 of the Companies Act, 2013 during the financial year 2014-15. However, during the financial year 2013-14, there was a related party transaction with Macro Steel Engineers Ltd for which your company had aleady obtained approval form Regional Director northern region under section 297 of Companies Act, 1956.

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons during financial year 2014-15 which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval.

Your Directors draw attention of the members to Note 11(B) to the financial statement which sets out related party disclosures.

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

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The Management is satisfied that the company has complied with all legal requirements as applicable to the Company for the Financial Year ended 31st March, 2015.

17. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

18. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri U.S. Pandey, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are uploaded on the website of the Company.

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

Mr. Pramod Kumar Gupta - CMD

Mr. Pramod Kumar Ojha - Company Secretary

19. AUDITORS

19.1 STATUTORY AUDITORS

M/s R S Dani & Co., Chartered Accountants were appointed to act as such by members in 32nd AGM consequent upon M/s Agrawal Dhruv & Company, the erstwhile Chartered Accountants and the Statutory Auditors of the Company, retiring and not been re-appointed at the conclusion of 32nd AGM basing on the basis of Special Notice received under Section 140 (4) read with Section 115 of the Companies Act, 2013 recommending appointment of M/s R S Dani & Co., Chartered Accountants, stating that M/s Agarwal Dhruv & Company shall not be re-appointed as Statutory Auditors of the Company, which was complied as per applicable procedures.

The Board has accordingly recommended appointment of R S Dani & Co., Chartered Accountants as Statutory Auditors for a period of five consecutive years which was approved by members in last AGM.

Consequent upon non placing of financials for FY ended 31.03.2014 within scheduled time, the Company ran into defaults of various nature, which would be addressed separately, the Financials for year ended 31.03.2014 were placed before Statutory Auditor M/s R S Dani & Co., and audit for said period was completed by them, besides Audit of Financials for FY ended 31.03.2015.

Accordingly a audit report alongwith financials as on 31.03.2014 & 31.03.2015 are being placed before the members for their consideration and adoption.

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

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

The Notes on financial statement referred to in the Auditors' Report for either of the years are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

19.2 SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s Balraj Sharma & Assicuates, Company Secretaries, New Delhi to undertake the secretarial audit of the Company, which was approved by members in 32nd AGM. The Secretarial Audit Report is annexed herewith as 'Annexure 1'.

The Notes referred in the Secretarial Auditors' Report for the year ended 31st March, 2015 are self-explanatory and the not call for any further comments. The Auditors' Report does not contain any qualifications, reservations or adverse remarks.

19.3 INTERNAL AUDITORS

Consequent upon existence of provisions of Section 138 of the Companies Act, 2013, Mr. Vishnu Singh who is having vast experience in finance and Accounts was appointed to perform the duties of internal auditor of the company and their report is reviewed by the audit committee from time to time.

The Report of Internal Auditors does not contain any qualification, reservation or adverse remark.

20. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI for statutory and non statutory clauses as well. The Company duly comply with the various provisions under different clauses of listing agreement of the stock exchange(s). In pursuabce if Clause 49 of the listing agreement in respect to Corporate Governance the company duly complies and submitted a quarterly report to the stock exchanges on each occasion. The company has also followed the Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Consolidated Management Discussion and Analysis Report as well as report on Corporate Governance as of 31.03.2014 & 31.03.2015 are attached hereto as a part of this Annual Report as Annexure-A.

20.1 DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT 2013

STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

Employed throughout the Financial Year 2014-15

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Director/KMP Remuneration of % increase in No. and Designation Director/KMP for Remuneration financial year in the Financial 2014-15 (in Rs.) Year 2014-15

1. Mr. Pramod Kumar Gupta 42,00,000 75 Managing Director

2. Mr. S.S.K Bhagat 82,500 101.2 Independent Director

3. Mr. K. D. Aggarwal 82,500 101.2 Independent Director

4. Mr. V.B. Mishra 82,500 101.2 Independent Director

5. Mr. U.S Pandey 5,30,000 7.25 Non-Executive Director

6. Mr. Kanal Gupta NIL NIL Additional director

7. Mr. S.S. Manral 3,22,053 NIL(appointed CFO during 2014-15)

8. Mr. P.K. OJha 4,38,470 15.4 Company Secretary

Name of Director KMP Ratio of remunera- Comparison of the Re- and Desigination tion of each Director/ muneration of the KMP to median remunera- against theperformance tion of employees of the Company

Mr. Pramod Kumar Gupta Managing Director 24:1 Satisfactory

Mr. S.S.K Bhagat Independent Director 33:70

Mr. K. D. Aggarwal Independent Director 33:70

Mr. V.B. Mishra Independent Director 33:70

Mr. U.S Pandey Non- Executive Director 3.02:1

Mr. Kanal Gupta Additional director NIL

Mr. S.S. Manral CFO 1.8:1 Satisfactory

Mr. P.K. OJha Company Secretary 2.5:1 Satisfactory

(Note: Sitting fee given to director for Board and Committee meeting taken as remuneration and Median is taken as Rs. 1, 75, 000)

The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

It is hereby affirmed that the remuneration paid is as per the as per the Renumeration Policy for Directors, Key Managerial Personnel and other Employees.

21. DEMATERIALISATION OF EQUITY SHARES

Your company is registered with CDSL & NSDL for dematerialization and Company's ISIN Number is INE961D01019. M/s Alankit Assignments Ltd. Is acting as its agent for demat and other related requests for its equity shares.

22. HUMAN RESOURCES DEVELOPMENT

The Company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology of the Company.

23. INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

24. ECOLOGY & SAFETY CERTIFICATE

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

25. EXTRACT OF ANNUAL RETURN

In pursuant to provision of section 92(3) of the companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Extract of Annual Return as on the Financial year ended 31st March, 2015 in Form No. MGT-9 is given below:

I. REGISTRATION AND OTHER DETAILS

i) CIN:- L29199DL1985PLC015796

ii) Registration Date: 24.05.1985

iii) Name of the Company: United Drilling Tools Limited

iv) Category/Sub-Category of the Company: Company having Share Capital

v) Address of the Registered Office and Contact Details:

B-94, Shashi Garden, Patparganj, Delhi-110090, Telephone No. 0120-4842400

vi) Whether listed Company: Yes

vii) Name, Address and Contact Details of Registrar and Transfer Agent, if any:

Alankit Assignments Limited, 1E/13, Alankit Heights, Jhandewalan Extension, New Delhi-110055 Tel. No. 011-42541956

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:

SL. Name and Description of NIC Code of the Product/ % to Total turnover No. main Products/services service of the Company

1. Connector 28221 51.47

2. Casing Pipe 28221 37.42

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

S. Name And Address CIN/GIN Holding/ % of Shares Applicable No.of the Company Subsidiary Held Section /Associates

1. Company has no holding subsidiary and associate companies

26. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy yet the company has taken due measures to control the wastages of energy and lights power as energy conservation dictates how efficiently a company can conduct its operations.

The other particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided elsewhere in this Report.

27. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company: The Company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D: R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action: New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D: Expenditure on R&D has been charged under primary heads of account.

28. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

Your Company continuously keep on adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps the Company in absorbing, adapting and innovating new technology.

30. GENERAL

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

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

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

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

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in the line with the requirement of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding Sexual Harassment. All employees (permanent, contractual, temporary, trainees) are covered under his policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year 2014-15.

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

31. ACKNOWLEDGEMENT

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

On behalf of the Board, I would like to convey to our Hon'ble members that over the years your deep and abiding trust and invaluable support has unable us to continuously improve our performance despite extremely challenging time in the recent past where in sourcing Raw materials /components at competitive prices have became an arduous task and further hope they will continue to give their support in full spirit in the years to come.

Regd. Office: By Order of the Board of Directors B-94, Shashi Garden sd/- Patparganj, Delhi-110091 (PRAMOD KUMAR GUPTA) Dated: 08.08.2015 CHAIRMAN & MANAGING DIRECTOR DIN:00619482






Mar 31, 2014

Dear Members,

The Directors present the 32nd Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2014.

1. OPERATION

Your Company has been able to perform very good due to the philosophy of hard work and amalgamation with other company, which has increased Company's product line and profits. The company is continuously extending its business into export markets as well as developing new customers in Inida.

Further the Company has completed its projects in SEZ areas in Noida & Kandla. The Company has implemented ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve Health and Safety of the employees.

2. DIVIDEND

Your Directors are not in a position to recommend dividend for the financial year under review in view of non availability of Audited Financials coupled with a view to further consolidate the funds position of the Company. The Board may consider remunerating suitably to its members at appropriate time.

3. FUTURE OUT LOOK

The future outlook of the Company is very bright because of the increase in product sales within and outside the country. As demand of Oil and Gas is increasing day-by-day in our country as well as overseas, the requirement of Company's products, which are directly related with Oil, is also increasing considerably. The Company has also implemented various quality systems which have improved quality of our product and therefore acceptability of Company's product in domestic and international market has also increased considerably. This will eventually leads into high turnover and profit for the company.

4. LISTING

Your Company's Equity Shares are listed on The Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange. The Company has paid the listing fees for the year 2014-2015 to Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange where the securities of the Company are listed.

5. MAJOR EVENT

Scheme of Amalgamation

Your company has amalgamated M/s Macro Steel Engineers Pvt. Ltd (a transferor company) with itself vide order of Hon'ble Delhi Court dated 01/05/2014 for which effective date was 25/07/2014, which helped your company to spread their market with in India as well as abroad, through increase its product line by using latest design and technology.

6. DIRECTORS

Your Board of Directors comprises of eminent, experienced and reputed Individuals of the Industry. There have been no significant changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

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

Sr. Name of the Director Designation on the Board No

1 Mr. Pramod Kumar Gupta Chairman and Managing Director

2 Mr. S.S.K Bhagat Independent Director

3 Mr. V.B. Mishra Independent Director

4 Mr. K.D.Aggarwal Independent Director

5 Mr. Uma Shankar Pandey Non Executive Director

On account of the requirement of Section 255 of the Companies Act 1956 and Articles of Association, Mr. U. S. Pandey, are liable to retire by rotation at the ensuing ACM and being eligible have offered themselves for re-appointment.

7. PARTICULARS OF EMPLOYEES

In accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988, the statement is not being annexed as the same is not applicable since no employee drew the stipulated amount of salary as provided in the rules.

8 STATUTORY AUDITOR AND ANNUAL ACCOUNTS

M/s Agrawal Dhruv & Company, Chartered Accountants, being the Statutory Auditors of the Company, retireat the conclusion of ensuing AGM. We would like to inform you that your existing statutory auditors M/s Agawal Dhruv & Company. Chartered Accountants, ICAI Firm Registration No.: 008900N has derelicted from duty and has not completed the Audit work as entrusted to them, whereby the Company ran into defaults of the provisions of Companies Act, 1956 and Companies Act, 2013 (to the extent applicable), Listing Agreement and the like.In view of enabling provisions of Section 210 of the Companies Act, 1956 your board could not present audited financials on account of reason as stated herein above and for which your board is concerned. The Management undertakes to complete the pending task at the earliest and shall place the Financials for FY ended 31.03.2014 in compliance with law of land. Your board also confirm that non placing of financials was a requirements of Companies Act, 1956 and Companies Act, 2013 as well which your board fails to do for reasons stated hereinabove and enclosed notice as well for which necessary corrective measures shall also be taken so as to keep the track record of your Company clean, impeccable and entities which are known for compliance of the conditions of corporate governance of statutory and non statutory clauses. Henceforth your board is unable to comment upon Annual Accounts and Statutory Auditors report in view of non availability of same.

Accordingly your Board had decided to proceed ahead with holding/convening of Annual General Meeting as required pursuant to provisions of Section 166 of Companies Act, 1956 and Section 96 of the Companies Act, 2013 (to the extent applicable) so as to minimize the non compliance and transact business required to be transacted with the exception of placing of Audited Annual Accounts for the FY ended 31.03.2014 the reasons of which was required to be explained to the stakeholders and had been addressed suitably in present report.

Besides the submissions as aforesaid, It is worth stating here that in view of newly enacted Companies Act, 2013 read with relevant rules to the effect the Audit Committee was deliberating on replacing Statutory Auditors keeping in view the Corporate Governance norms.

The Company has also received a Special Notice under Section 140 (4) read with Section 115 of the Companies Act, 2013 from Sh Kanal Gupta in the capacity as a member of the Company recommending appointment of M/s R S Dani & Co., Chartered Accountants, ICAI Firm Registration No.: 000243C as statutory auditors of the Company in place of M/s Agarwal Dhruv & Co. The Company was duty bound and has accordingly sent a copy of said Special Notice to M/s Agarwal Dhruv & Co., Chartered Accountants, Noida being the retiring auditors in compliance with provisions of Act.

The Board has accordingly acted on the recommendation of audit committee for considering and approving candidature of appointment of M/s R S Dani & Co., as Statutory Auditors for a period of five consecutive years from the conclusion of 32nd Annual General Meeting up to the conclusion of 37th Annual General Meeting. For the purpose of seeking representation, if any, from the Statutory auditor a copy of said notice has been sent to them for their records and action, if any which was required pursuant to provisions of Companies Act, 1956 and Companies Act, 2013 (to the extent applicable) The representation, if any, received from M/s Agarwal Dhruv & Co. the retiring auditors within the stipulated time shall be sent to the members or shall be placed at the Annual General Meeting as the case may be.

Basing on the developments as aforesaid the Audit Committee accordingly considered and recommended to the Board that it would be appropriate to change the statutory auditors. This move is also a step towards regime of good corporate governance as enunciated by Companies Act, 2013 and good corporate governance practices adopted and adhered by your Company.

It is worth stating here that the Audit Committee and the Board of Directors of the Company had recommended name of M/s R S Dani & Co. for appointment as the Statutory Auditors of the Company in accordance with applicable provisions in the forthcoming annual general meeting of the Company for consideration and approval of members.

Members may note further that M/s R S Dani & Co had confirmed their eligibility and willingness to act as such and accordingly after the conclusion of 32nd AGM the tenure of M/s Gadwall Dhruv & Co. shall come to an end and M/s R S Dani & Co can act as Statutory auditors of the Company for a period of Five years as per requirements of Companies Act, 2013. Your Board is concerned of the state of affairs and had taken note of the fact of company running into default of provisions of Section 210, 215, 216 and 217 of the Companies Act, 1956 and Companies Act, 2013 (to the extent applicable). Your Board admit the lapses in compliance and shall take the appropriate and corrective measures in time to come. The reasons for non presentation of duly audited financials is responsibility of management the reason of which is explained elsewhere in Directors Report and also dealt with suitably in notice for AGM for the period under consideration.

Accordingly basing on the recommendation of Audit Committee coupled with fact of receipt of notice for not recommending appointment of M/s Dhruv & Co., Chartered Accountants, Noida, your board has decided not to recommend said appointment for consideration and approval of members in ensuing AGM.

In terms of requirements of provisions of Chapter X of the Companies Act, 2013 and further based on the recommendation of the Audit Committee, the Board of Directors, had at its meeting held on 07.10.2014 recommended the appointment of M/s R S Dani & Co, Chartered Accountants, Bhilwara (Raj) as statutory auditors of the Company for a block of Five years whose tenure shall come to end on the conclusion of Annual General Meeting scheduled to be held in FY 2019.

It is worth stating here that M/s R S Dani & Co., Chartered Accountants was a firm of repute and they had expressed their eligibility and willingness to act as statutory auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1B) of the Companies Act, 1956 and Section 139 to 147 (both inclusive) read with applicable provisions of Chapter X of the Companies Act, 2013 and rules to the effect.

We wish to place it on record that. M/s R S Dani & Co. Chartered Accountants, Bhilwara (Raj), bearing ICAI Registration No. 000243 have indicated their willingness to be appointed as the Statutory Auditors of the Company and have given a declaration/certificate confirming their eligibility to be appointed. Hence the resolution for appointment as such is also proposed for kind consideration of members in ensuing AGM.

REASONS FOR NOT PLACING AUDITED ANNUAL ACCOUNTS FOR FY ENDED 31.03.2014 M/s Agarwal Dhruv & Co., Chartered Accountants, ICAI Firm Registration No.: 008900N the retiring Auditors, have been auditors of the Company since their appointment at the 12th Annual General Meeting held in 1995 . As per the applicable statutory provisions, audit of the accounts for the financial year ending on March 31, 2014 should have been completed by said firm on account of power vested in them, latest by May 30, 2014, which they have failed to do. The Management consistently requested the said firm for completion of audit and the firm did not comply in utter dereliction of the responsibility entrusted to them. The said acts led the Company into commission of defaults and violation of various provisions of Companies Act and Listing Agreement including other applicable statues. On account of same the financials statements of the Company are not ready and hence are not being sent for consideration and adoption of the same by members. We wish to further inform that the requisite approval from the Registrar of Companies for extension in holding the AGM pursuant to the provisions of Section 96 of the Companies Act, 2013 by a period of 60 (Sixty) days, accorded vide their order dated 24/09/2014.

Your Board is committed to adhere to best Corporate Governance practices and accordingly shall endeavor to place the financials of the Company for the year ended March 31, 2014 at the earliest opportunity. Since the present auditors have failed in their duty to conduct the audit of the annual accounts for the financial year ended March 31, 2014 despite the best of efforts made by the management and the repeated requests to them, the Board assumes the duty to complete the unfinished task for which necessary action shall be taken in due course of time along with corrective action, required to be taken, if any.

The members may further note that the financials as prepared by Company for Audit before Auditor i.e M/s Agarwal Dhruv & Co. can also be inspected by members of the Company at the registered office of the Company from the dispatch of notice till the date of ensuing AGM except public holiday and any member may do so without even giving notice to the effect.

9. FIXED DEPOSIT:

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

10. COMPLIANCE OFFICER

As per provision of section 383A of Companies Act, 1956 and as per requirement of listing agreement, company has appointed company secretary in whole time employment as a compliance officer of the company.

11. CORPORATE GOVERNANCE

The Company is duly complied with the various provisions under different clauses of listing agreement of the stock exchange(s). In pursuant to clause 49 in respect to Corporate Governance the company duly complies and duly submitted a quarterly report to the stock exchanges. The company has also duly followed the Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 31st March 2014 are attached hereto as a part of this Annual Report as Annexure - A.

The Board would also like to inform the Members, that it has adopted a Code of Conduct for its Directors, Key Managerial Personnel and Senior Employees.

12. DEMATERIALISATION OF EQUITY SHARES

Your company is listed with CDSL & NSDL for dematerialization and Company's ISIN Number is INE961D01019. The company has already appointed M/s Alankit Assignments Ltd. as its agent for demat the equity shares as well as for the physical transfer of equity shares of the company.

13. HUMAN RESOURCES DEVELOPMENT

The company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology.

14. INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

15. ECOLOGY & SAFETY CERTIFICATE

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

16. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act 1956 it is hereby confirmed that

(a) in the preparation of annual accounts for the financial year ended 31st March 2014 the applicable accounting standards have been followed along with proper explanations relating to material departures

(b) the directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2014 and of the profit of the company for the said period

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(d) The directors have prepared the accounts for financial year ended 31st March, 2014 on a going concern basis.

17. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy still the company has taken due measures to control the wastages of energy and lights power.

18. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company: The Company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D: R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action: New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D: Expenditure on R&D has been charged under primary heads of account.

19. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

We are continuously adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps us in absorbing, adapting and innovating new technology.

20. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators. On behalf of the Board of Directors, I would like to convey to our Hon'ble members that over the years your deep and abiding trust and invaluable support has unable us to continuously improve our performance despite of extremely challenging time in the recent past where in sourcing Raw materials /components at competitive prices have became an arduous task and further hope they will continue to give their support in full spirit in the year to come.

Regd. Office By Order of the Board of Directors B-94, Shashi Garden Patparganj, Delhi-110091 sd/-

Dated: 07.10.2014 (PRAMOD KUMAR GUPTA) CHAIRMAN & MANAGING DIRECTOR DIN:00619482

R / O: B-542, New Friends colony New Delhi-110065


Mar 31, 2013

TO THE MEMBERS

The Directors present the 31st Annual Report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2013.

1. FINANCIAL HIGHLIGHTS: 2012-2013 2011-2012

(Rs. in Lacs) (Rs. in Lacs) Sales and Other Income 4485.06 3829.40

Gross Profit (Loss) 691.89 646.28

Profit before Depreciation 171.48 135.87

Depreciation 32.27 36.90

Proposed Dividend Nil NIL

Profit/Loss during the Year 88.71 68.25

During the current year the Company is making progress steadily and is on the path of growth. The Company''s sales have gone up from Rs. 3829.40 Lacs to Rs. 4485.06 Lacs and its profit after tax has increased from Rs.68.25 Lacs to Rs.88.71 Lacs

2. OPERATION

Your Company has been able to achieve this due to the philosophy of hard work and amalgamation with other company, which has increased Company''s product line and profits. The company is continuously extending its business into export markets as well as developing new customers in India.

Further the Company is in the process of completing its projects in SEZ areas in Noida & Kandla. The Company is also planning to implement ISO-14001 and OHSAS-18001 in its plants which will further open overseas markets for the Company and also improve Health and Safety of the employees.

3. DIVIDEND

Your Directors do not recommend any dividend for the financial year under review with the view to further consolidate the funds position of the Company.

4. FUTURE OUT LOOK

The future outlook of the Company is very bright because of the increase in product sales within and outside the country. As demand of Oil and Gas is increasing day-by-day in our country as well as overseas, the requirement of Company''s products, which are directly related with Oil, is also increasing considerably. The Company has also implemented various quality systems which have improved quality of our product and therefore acceptability of Company''s product in domestic and international market has also increased considerably. This will eventually leads into high turnover and profit for the company.

5. LISTING

Your Company''s Equity Shares are listed on The Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange. The Company has paid the listing fees for the year 2012- 2013 to Bombay Stock Exchange, Delhi Stock Exchange and UP Stock Exchange where the securities of the Company are listed.

6. MAJOR EVENTS OF THE COMPANY

Scheme of Amalgamation

In purview of future worldwide development of your company, the Board of Directors of the Company has decided to undergo amalgamation with Macro steel Engineers Pvt. Ltd. in pursuant to relevant provision of Companies Act, 1956 and subject to member''s approval in general meeting and Hon''ble Delhi High Court. Macro Steel Engineers Pvt. Ltd. is one of the leaders in developing patented technologies for several Oil Field Equipments, which will further improve financial position of the Company in terms of higher sales and profits.

7. DIRECTORS

Your Board of Directors comprises of eminent, experienced and reputed Individuals of the Industry. There have been no significant changes in the composition of the Board of Directors from the previous Annual General Meeting, till the current one.

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

Sr.No Name of the Director Designation on the Board

1 Mr. Pramod Kumar Gupta Chairman and Managing Director

2 Mr. S.S.K Bhagat Independent Director

3 Mr. V.B. Mishra Independent Director

4 Mr. K.D.Aggarwal Independent Director

5 Mr. Uma Shankar Pandey Non Executive Director

6 Mr. C.P. Sharma Additional Director

On account of the requirement of Section 255 of the Companies Act 1956 and Articles of Association, Mr. U. S. Pandey, is liable to retire by rotation at the ensuing AGM and being eligible haveoffered themselves for re-appointment.

8. PARTICIPATION OF EMPLOYEES

In accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) Rules, 1975 as amended by the Companies (Amendment) Act, 1988, the statement is not being annexed as the same is not applicable since no employee drew the stipulated amount of salary as provided in the rules.

9. AUDITORS

M/s Agrawal Dh-ruv & Company, Chartered Accountants, being the Statutory Auditors of the Company, retire at the conclusion of this AGM. Being eligible, they have offered themselves for re-appointment. The appointment has been recommended by the Audit Committee.

10. STATUTORY AUDITOR''S REPORT

The notes referred in auditor''s report are self explanatory and therefore do not call for any further comments.

11. FIXED DEPOSIT

The Company has not invited or accepted any fixed deposits during the year under review pursuant to section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975.

12. COMPLIANCE CERTIFICATE

As per provision of section 383A of Companies Act, 1956, company has appointed company secretary in whole time employment; therefore, there is no need of compliance certificate to be obtained from practicing company secretaries.

13. CORPORATE GOVERNANCE

The Company is duly complied with the various provisions under different clauses of listing agreement of the stock exchange(s). In pursuant to clause 49 in respect to Corporate Governance the company duly complies and duly submitted a quarterly report to the stock exchanges. The company has also duly followed the Corporate Governance practices, which enables to maintain transparency and serve the long-term interest of the Shareholders. The Management Discussion and Analysis Report as well as report on Corporate Governance as of 31st March 2013 are attached hereto as a part of this Annual Report as Annexure - A.

The Board would also like to inform the Members, that it has adopted a Code of Conduct for its Directors, Key Managerial Personnel and Senior Employees.

14. DEMATERIALISATION OF EQUITY SHARES

Your company is listed with CDSL for dematerialization and Company''s ISIN Number is INE961D01019. The company has already appointed M/s Alankit Assignments Ltd. as its agent for demat the equity shares as well as for the physical transfer of equity shares of the company.

15. HUMAN RESOURCES DEVELOPMENT

The company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology.

16. INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employees maintained highest level of discipline, decency for the growth of the organization.

17. ECOLOGY & SAFETY CERTIFICATE

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

18. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act 1956 it is hereby confirmed that

(a) in the preparation of annual accounts for the financial year ended 31st March 2013 the applicable accounting standards have been followed along with proper explanations relating to material departures

(b) the directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March 2013 and of the profit of the company for the said period

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(d) The directors have prepared the accounts for financial year ended 31st March, 2013 on a going concern basis.

19. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy still the company has taken due measures to control the wastages of energy and lights power.

20. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company: The company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D : R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action: New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D: Expenditure on R&D has been charged under primary heads of account.

21. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

We are continuously adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps us in absorbing, adapting and innovating new technology.

23. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators. On behalf of the Board of Directors, I would like to convey to our Hon''ble members that over the years your deep and abiding trust and invaluable support has unable us to continuously improve our performance despite of extremely challenging time in the recent past where in sourcing Raw materials /components at competitive prices have became an arduous task and further hope they will continue to give their support in full spirit in the year to come.

Regd. Office By Order of the Board of Directors

B-94, Shashi Garden

Patparganj, Delhi-110092 sd/-

Dated: 14.08.2013 (PRAMOD KUMAR GUPTA)

CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2010

The Directors present the Twenty Eighth Annual report of the Company together with the Audited Statements of the Accounts for the year ended 31st March, 2010.

1. FINANCIAL HIGHLIGHTS:

2009-2010 2008-2009 (Rs. in Lacs) (Rs. in Lacs)

Sales and Other Income 2815.85 2004.75

Gross Profit (Loss) 390.26 246.92

Profit Before Depreciation & Tax 122.89 42.50

Depreciation 28.43 14.45

Taxation 18.30 6.43

Proposed Dividend NIL NIL

Profit/Loss during the Year 76.17 21.62

2. OPERATION

Your company has earned reasonable profits in this year also. Inspite of difficulties in having adequate working capital, the company though has increased its sales turnover and profit as compared to last year. Further, company has continued to make good strides in export market and has acquired good orders from various countries in Middle East and South East Asia. The companys products are still being manufactured with API monogram and has ISO 9001-2000 certification. The company is working in resolving its difficulties on inadequate working capital and hope to overcome during this year.

3. MERGER

In order to further expand Companys business and its turnover, your Company is planning Merger with another Company who have been in the business of manufacturing and supplying tubing and wireline retrievable gas lift valves components and wire-line winches to ONGC, Oil India and other Companies including your Company. They have been developing new high technology products such as wire-line retrievable gas lift valves and side pocket mandrels. The annual world market for these products is approx. 340 million dollars and the Indian market is of approx. 50 crore rupees. There are only 3-4 companies in the world who are manufacturing and supplying these items and 80% of the market is controlled by them.

By manufacturing and marketing these items in India, our cost will be 32 to 40% less than the overseas companies. Therefore, we can easily get 5 to10% of the market share in next 4-5 years which will improve companys sales and profitability substantially.

4. DIVIDEND

Your Directors are unable to recommend any dividend due to paucity of Cash flow although reserve and surplus increased to Rs.245.59 from Rs 170.25 during the previous year. Your Directors expects better performance in the years to come.

5. DIRECTORS

(a) Shri V.B. Mishra, Director, to be retired by rotation and, being eligible for reappointment offers himself for reappointment at the ensuing Annual General Meeting.

(b) Shri Uma Shankar Pandey, appointed as a additional director w.e.f. 30th October, 2009 and being eligible for reappointment as a Director of the company u/s 257 of the Companies Act 1956.

6. PARTICIPATION OF EMPLOYEES

In accordance with the provisions of section 217(2A) of the Companies Act, 1956 read with Companies (particulars of employees) rules, 1975 as amended by the Companies (Amendment) Act, 1988, the statement is not being annexed as the same is not applicable since no employee drew the stipulated amount of salary as provided in the rules.

7. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required by the Companies (Disclosure of the Particulars in the report of Board of Directors) Rules, 1988, particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are given in this report.

8. AUDITORS

M/s Agrawal Dhruv & Company, Chartered Accountants, Noida, the retiring auditor of the company, being eligible offer themselves for re-appointment,

9. STATUTORY AUDITORS REPORT

The notes referred in auditors report are self explanatory and therefore do not call for any further comments.

10. COMPLIANCE CERTIFICATE

The Directors have gone through the observation made by practicing company secretary through their compliance certificate under section 383A(1) of the Companies Act, 1956 and are in agreement with the same.

11. CORPORATE GOVERNANCE

In the terms of the management discussion and analysis report is annexed and form part of the annual report.

12. DEMATERIALISATION OF EQUITY SHARES

Your company is listed with CDSL for dematerialization and Companys ISIN Number is INE961D01019. The company has already appointed M/s Alankit Assignments Ltd. as its agent for demat the equity shares.

13. HUMAN RESOURCES DEVELOPMENT

The company continues to enjoy cordial and warm relations with the employees and executives at all levels. Special training programme, workshop, seminar etc. were continued during the year with a focus towards infusion of technical skills and quality consciousness in order to improve productivity, efficiency and quality and latest technology.

14 INDUSTRIAL RELATIONS

The industrial relation among all the employees within the organization was cordial. The employee maintained highest level of discipline, decency for the growth of the organization.

15. ECOLOGY & SAFETY CERTIFICATE

Company has taken adequate provisions for ecology and safety of plant, building and manpowers welfare activities.

16. FIXED DEPOSITS

Your company has not accepted any deposits within the meaning of section 58A of the Companies Act 1956 and the rule made thereunder.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Sec 217 (2AA) of the Companies Act 1956 it is hereby confirmed that

(a) In the preparation of annual accounts for the financial year ended 31st March 2010 the applicable accounting standards have been followed along with proper explanations relating to material departures

(b) The directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair.view of the state of affairs of the company as at 31s1 March 2010 and of the profit of the company for the said period

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities, and

(d) The directors have prepared the accounts for financial year ended 31st March, 2010 on a going concern basis.

18. CONSERVATION OF ENERGY

Your company does not fall under the list of industries which are required to furnish information in respect of conservation of energy still the company has taken due measures to control the wastages of energy and lights power.

19. RESEARCH AND DEVELOPMENT

(a) Specific area on which R&D is carried out by the company : The company carried out R&D for the purpose of new product development. Import substitution as well as for development and evaluation of alternate processes and raw materials.

(b) Benefit derived as a result of the above R&D : R&D provides valuable support to the business through innovation of new products and processes, many of which have been transferred to the plant, R&D results in improvement of quality and reduction in cost.

(c) Future plan of action : New R&D is being established for developing & improving existing as well as new products.

(d) Expenditure on R&D : Expenditure on R&D have been charged under primary heads of account.

20. TECHNOLOGY ABSORPTION, ADAPTION & INNOVATION

We are continuously adapting new technology relating to manufacturing of oil drilling equipments and tools attending seminars, conferences and interactions with foreign suppliers and collaborators. This helps us in absorbing, adapting and innovating new technology.

21. FOREIGN EXCHANGE EARNING & OUTGO

Foreign exchange earning and outgo during this year is as under :-

Earnings : Refer Schedule Q (Earning in Foreign Currency)

Outgo : Total foreign exchange outgo including cost of

Imported material in 2009-2010 - Rs. 62070216.00

Previous Year - Rs. 53615873.83

22. ACKNOWLEDGEMENT

Your directors wish to place on record their appreciation for the continued support of the customers, financial institutions and suppliers. Your directors also wish to record the appreciation for the valuable contribution made by employees at all levels and the continued support of your collaborators. On behalf of the Board of Directors, I would like to convey to our Honble members our thanks for their invaluable support and confidence they have reposed in the management of the company and hope they will continue to give their support in full spirit in the years to come.

Regd. Office By Order of the Board of Directors

B-94, Shashi Garden

Patparganj, Delhi-110092

Dated :.17.08.2010 (PRAMOD KUMAR GUPTA)

CHAIRMAN CUM MANAGING DIRECTOR





 
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