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United Drilling Tools Directors Report, United Drilling Reports by Directors
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United Drilling Tools
BSE: 522014|ISIN: INE961D01019|SECTOR: Machine Tools
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Directors Report Year End : Mar '12    « Mar 10
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
 March, 2012.
 
 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.
 
 2.  OPERATION
 
 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 in spite of higher pre-tax profits because the Govt, has withdrawn the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.
 
 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 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.
 
 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
 
 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.
 
 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 currant composition of tha Rnarrl of nirpr.tnrs 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 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
 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 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
 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 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
 
 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 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
Source : Dion Global Solutions Limited
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