TO THE MEMBERS
The Directors present the 30th Annual Report of the Company together
with the Audited Statements of the Accounts for the year ended 31st
1. FINANCIAL HIGHLIGHTS: 2011-2012 2010-2011
(Rs. in Lacs) (Rs. in Lacs)
Sales and Other Income 3829.40 2688.22
Gross Profit (Loss) 646.28 385.51
Profit before Depreciation 135.87 102.07
Depreciation 36.90 27.94
Proposed Dividend NIL NIL
Profit/Loss during the Year 68.28 70.99
During the year under review your company has achieved a tremendous
growth as turnover for the year increased to Rs 3802.36 from 2666.51 in
the previous year but profit after tax for the year decreased to Rs.
68.28 from 70.99 in the previous year.
Your company has made good progress during the year and has increased
its sales turnover considerably as compared to last year. The company
has also expanded its product line by merger and acquisition. The
company''s post-tax profits, though, are marginally lower than last year
in spite of higher pre-tax profits because the Govt, has withdrawn the
tax benefits, permissible to EOUs, from the financial year 2011-12
which were available to the company in the previous financial year. The
company is also expanding its business in different export markets and
has acquired good orders from various countries, including Europe,
South America and Middle East.
The company was audited recently by API and ISO 9001:2008 audit teams
and was awarded continuation of API and ISO Monograms for the next 3
years. The company is working with its bankers to procure proper
working capital to augment its turnover and expedite implementation /
completion of its future projects.
Your Directors do not recommend any dividend for the financial year
under review with the view to further consolidate the funds position of
4. FUTURE OUTLOOK
The future outlook for the company looks very encouraging, particularly
because of higher customre base - both within and outside the country.
As the requirement for oil and gas is increasing day by day, the demand
for oil drilling tools and equipments is also increasing accordingly.
This has helped your company to increase its turnover in the current
financial year and there is every likelihood for this trend to continue
enabling your company to make still better progress in future.
Further, after the merger and amalgamation, your company has brought
into its fold several additional product lins whose worldwide market,
including India, has very good potential. Since there are very few
companies worldwide, supplying this type of equipment which was
patented by the transferor company, it will help your company further
in increasing its sales and profits in the future. Therefore after the
amalgamation of the transferor company, the scope of business will
sharply increase/ and the Board of Directors of your companyhope to
have very good business during the coming years.
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
The Hon''ble High Court of Delhi, vide its order dated 6th March, 2012
approved the Scheme of Amalgamation of P & K Hightech Systems Pvt.
Ltd.'' (the transferor Company) with united Drilling Tools Ltd. (the
Transferee Company). Copies of the Hon''ble High Court Order have
already been filed with the Registrar of Companies, Delhi and Haryana
at New Delhi and the Transferor Company was dissolved without the
process of winding-up. In the term of the Scheme of Amalgamation, as
approved by the Hon''ble Delhi High Court,the amalgamation is operative
with effect from the Appointed Date 1st April, 2011. Accordingly, it
has been given effect to in he annual accounts for the financial year
ended 31st March, 2012. Requsite information about the scheme of
Amalgamation is given in Point No. B5 of Note 22.
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 currant composition of tha Rnarrl of nirpr.tnrs is as
No Name of the
Director Designation on the Board
1 Mr. Pramod Kumar Gupta Chairman and Managing Director
2 Mr. S.S-K Bhaqat Independent Director
3 Mr. V.B. Mishra Independent Director
4 Mr. K.D.Aggarwal Independent Director
5 Mr. Uma Shankar Pandey Independent Director
account of the requirement of Section 255 of the Companies Act 1956 and
Articles of Association, Mr. K.D.Aggarwal, is liable to retire by
rotation at the ensuing AGM and being eligible have offered themselves
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.
M/s Agrawal Dhruv & 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
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.
13. CORPORATE GOVERNANCE (
The Corporate Governance though not applicable to the company but it
has still voluntarily adopted 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 2012 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
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 2012 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 2012 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
31s1 March, 2012 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 have 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.
22. FOREIGN EXCHANGE EARNING & OUTGO
Foreign exchange earnings and outgo during this year is as under-
Outgo: Total foreign exchange outgo including cost of
Imported material in 2011-2012 - Rs. 100164870.00
Previous Year - Rs. 23220288.00
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 year, 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-110091 sd/-
Dated: 14.08.2012 (PRAMOD KUMAR GUPTA)
CHAIRMAN & MANAGING DIRECTOR