Dear Shareholders / Members,
The Board of Directors are pleased to present the 41st Annual Report of the
United Drilling Tools Limited ("UDTL"). This report, inter-alia, includes the
audited Financial Statements (Standalone and Consolidated) for the financial year ended
March 31, 2023 (FY23).
In compliance with the applicable provisions of Companies Act, 2013, (including any
statutory modification(s) or re-enactment(s) thereof, for time being in force)
("Act") and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report
covers the financial results and other developments during the financial year ended March
31, 2023, in respect of UDTL.
1. BUSINESS PERFORMANCE AND FINANCIAL HEIGHLIGHTS
We aim to delivering best possible Returns on your valued Investment made in UDTL's
values, principles and ethos. With this avowed goal instilled with your strong belief,
blessings & continued support, we have closed this Financial Year with best possible
results, despite odds & difficult times.
1.1 Financial Highlights
( in lacs)
|
STANDALONE |
CONSOLIDATED |
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
11,934.02 |
16,441.89 |
11,982.69 |
17,489.55 |
Other Income |
157.36 |
199.84 |
59.73 |
110.18 |
TOTAL INCOME |
12,091.38 |
16,641.73 |
12,042.42 |
17,599.73 |
LESS Total Expenses |
10,626.78 |
9,477.50 |
10,561.61 |
10,452.72 |
Profit before Tax (PBT) |
1,464.60 |
7,164.23 |
1,480.81 |
7,147.01 |
LESS Tax Expenses |
446.94 |
2,128.71 |
453.35 |
2,144.09 |
Profit after Tax (PAT) |
1,017.66 |
5,035.52 |
1,027.46 |
5,002.92 |
Other comprehensive Income |
(6.79) |
(0.39) |
(6.79) |
(0.39) |
Total comprehensive Income for the period, net of tax |
1,010.87 |
5,035.13 |
1,020.67 |
5,002.53 |
1.2 General Information & State of Company's Affairs
Backed by robust manufacturing and R&D infrastructure, technologically advanced
equipment, stringent quality control and a highly experienced team, UDTL presently
manufactures different drilling tools across the four key product lines, such as Wire line
and well service equipment, Gas Lift Equipment's, Downhole tools and large OD casing
Connectors.
Four (04) state-of-the-art Manufacturing facilities of the Company have proven track
record of manufacturing high-quality products of field-proven test designs in conformity
with international standards as per ISO 9001 & American Petroleum Institute (API
License No. 5CT-0565, 5L-0424, 7-1-0393, 19G1-0008, 19G2-0010). A new state-of-the-art and
tech-focussed Greenfield manufacturing unit is soon coming up near Mundra port in the
State of Gujarat.
UDTL's continuing integration of new technologies and industry leading product lines
enhances the technological advantages offered to the oil and gas industry; an experienced
engineering and support personnel coupled with extensive product lines makes it a single
source provider for wireline and slickline solutions.
Incorporating products with newer technology and with over 4 decades of combined
experience, the UDTL product group is one of the leading Companies in design and
manufacturing of wireline products for slickline and electric line applications.
UDTL has always been an innovation-led company with team of design engineers conducting
challenging Research and Development (R&D) Projects, as well as, client specific
design programmes. Aided by the most up-to-date engineering and analysis software, their
designs are robust, long lasting and comply with relevant region-specific regulations.
Featuring the dependable field-proven UDTL closed loop hydraulic system used in UDTL
winches on all oil fields worldwide, the current wireline units are the industry's most
compact all-weather solution for today's dynamic world of well servicing.
During the FY23, the company successfully developed two new patents, which have been
recognized as valuable assets and capitalized in the Company's Financial Statements.
UDTL's products are hi-tech parts and equipment for oil drilling industry, used for a
variety of purposes. Also, there are entry barriers to these types of products because the
technology is highly sophisticated and is available only in advanced countries such as US
and Europe. Further, the technology developed by the company is protected, Patented in
Europe.
UDTL Group is working closely with some of the renowned Government and associated
entities in India such as ONGC, Oil India, Cairn Energy, and Welspun, among others. In the
international markets, we work with some of the renowned brands, such as Halliburton,
Schlumberger, and Geo Empro among others. Our revenues are distributed between government
organisations, private sector companies and exports in the oil and gas sectors.
2. DIVIDEND
During the Year under review, the Directors have declared and paid two interim
dividends aggregating 12% i.e; 1.20/- per equity share of 10/- each.
The Directors have also recommended a final dividend @ 6% i.e; 0.60/- per equity share
of 10/- each based on the parameters laid down in the Policy and such dividend will be
paid out of of the distributable profits for the year.
The said dividend, if approved by the Members at the ensuing Annual General Meeting
("the AGM") will be paid to those Members whose name appears on the register of
Members (including Beneficial Owners) of the Company as at the end of August 26, 2023.
Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the
Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from
dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, (SEBI Listing
Regulations') the Board of Directors of the Company (the Board') had formulated and
adopted a Dividend Distribution Policy (the Policy') and same is available on the
website of the Company i.e; https://udtltd.com/policies/.
3. SHARE CAPITAL
During the year under review, the Company has not altered/ modified its authorised
share capital and has not issued any shares including equity shares with differential
rights as to dividend, voting or otherwise. The Company has not issued any sweat equity
shares to its directors or employees.
The Paid-up Share Capital of the Company as on March 31, 2023 is 20,30,31,260/-
divided into 2,03,03,126 Equity Shares of 10/- each fully paid up.
4. LISTING
UDTL's Equity Shares continues to be listed on both the domestic stock exchange(s)
viz., BSE Limited and National Stock Exchange of India Limited. Also, both NSDL &
CDSL, Depositories are providing their services to our valued Shareholders / Members. Your
Company has paid Annual Fee(s) to all of them for the Financial Year 2023-24.
5. PUBLIC DEPOSITS
The Company has not accepted any deposits falling within the meaning of Section 73 or
74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year and as such, no amount on account of principal or interest on deposits from
public was outstanding during the year under review.
6. CREDIT RATING
With strong commitment, performance, rating agency had continuously maintained BBB
(STABLE) Rating for FY 2022, as also during FY 2023. This reafirms reputation and trust,
the Company has earned for its sound financial management and its ability to meet its
financial obligations, commitment to its stakeholders.
7. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its subsidiaries for FY
2022-23 have been prepared in compliance with the applicable provisions of the Companies
Act, 2013 (the Act') and as stipulated under Regulation 33 of SEBI Listing
Regulations as well as in accordance with the Indian Accounting Standards notified under
the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.
8. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
During the FY23, the Company has 1 (one) Wholly-owned Subsidiary. The Board of
Directors reviewed the affairs of the subsidiary. There is no other change in the status
of subsidiaries, joint ventures and associate companies. Further, in accordance with
Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the
Company and its subsidiary along with a statement containing the salient features of the
financial statements of Company's subsidiaries in Form AOC-1 forms part of Annual Report,
given in "Annexure-1".
The statement also provides the details of performance, financial positions of the
subsidiary Company. As per the provisions of Section 136 of the Companies Act, 2013, the
audited financial statements, including the consolidated financial statements and other
related information of the Company and audited financial statements of its subsidiary, are
available on the website of the Company i.e;www.udtltd. com. These documents will also be
available for inspection during business hours at our registered office till date of
annual general meeting.
The policy for determining material subsidiaries may be accessed on the Company's
website at https://udtltd.com/ policies/.
9. AUDITORS AND THEIR REPORTS
9.1. Statutory Auditors and Statutory Audit Reports
Pursuant to Sections 139 & 142 of the Act, M/s R S Dani & Co., Chartered
Accountants (ICAI Firm Registration No. 000243C) were appointed as the Statutory Auditors
of the Company at the 37th AGM, for a period of five years. They continue as
the Statutory Auditors of the Company.
There are no audit qualifications, reservations, disclaimers or adverse remarks, or
reporting of fraud in the Statutory Auditors Report given by M/s R S Dani & Co.
Statutory Auditors of the Company for the financial year 2022-23 annexed in this Annual
Report.
M/s R S Dani & Co., after carrying out the audit for the financial year ended March
31, 2023, and issuance of Limited Review Report on the un-audited financial results for
the 1st quarter ended June 30, 2023, had resigned on August 14, 2023, to enable
the Company to align its statutory auditors with the successor statutory auditors. The
Board, after placing on record its appreciation for the contribution made by M/s R S Dani
& Co., over the last ten years, accepted their resignation as statutory auditors in
the meeting held on August 14, 2023.
Further, the Board took note of requisite declarations, consent letters and eligibility
certificates received from the proposed Statutory Auditors i.e; M/s Sarupria Somani &
Associates, Chartered Accountants (ICAI Firm Registration No. 010674C). They have
confirmed that their appointment as Auditors, if made, shall be in accordance with the
conditions laid down in the Companies Act, 2013 and rules made thereunder, including the
criteria provided in Section 141 and Section 144 of the Companies Act, 2013 and SEBI
Listing Regulations.
The Board approved the appointment of M/s Sarupria Somani & Associates, Chartered
Accountants (ICAI Firm Registration No. 010674C) as the statutory auditors of the Company
to fill the casual vacancy and further recommended to the shareholders for the appointment
of statutory auditors for a first term of two years from the date of ensuing Annual
General Meeting till the conclusion of the 43rd Annual General Meeting to be
held in the year 2025 on such remuneration as may be mutually agreed between the statutory
auditors and the Board of Directors of the Company, from time to time.
9.2. Secretarial Auditors & Secretarial Audit Report
In term of the provision of Section 204 of the Company Act, 2013 the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s Balraj Sharma & Associates, Company Secretaries, New
Delhi as Secretarial Auditors of the Company for the financial year ended March 31, 2023.
The Company provided all assistance and facilities to the Secretarial Auditor for
conducting their audit. The report of the Secretarial Auditors in Form MR-3 forms part of
the Directors' Report as "Annexure-2".
There are no audit qualifications, reservations, disclaimers, or adverse remarks in the
said Secretarial Audit Report. Your Company complies with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of India and notified by the
Ministry of Corporate Affairs.
9.3. Internal Auditor & Internal Audit Reports
During the FY23, pursuant to the provision of section 138 of the Act and Listing
Regulations, M/s APU & Co., Chartered Accountants, New Delhi, having vast experience
in field of Taxation, Finance and Accounts, have been appointed as Internal Auditors of
the Company for the financial year 2022-23 to conduct the Internal Audit of key functions
and assessment of Internal Financial Controls, etc.
The Internal auditors have submitted their report on quarterly basis, to the Audit
Committee of the Company. The Report of Internal Auditors does not mention any
qualifications, reservations or adverse remarks.
9.4. Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year ended March 31, 2023 for all
applicable compliances as per the Regulation 24A of the Listing Regulations and Circulars/
Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s
Balraj Sharma & Associates, Company Secretaries had submitted to the Stock Exchange/s
as per the Listing regulations.
9.5. Reporting of Frauds by Auditors
During the FY23, the Statutory Auditors, Internal Auditors and Secretarial Auditors
have not reported any instance of fraud committed in the Company by its Officers or
Employees to the Audit Committee under Section 143(12) of the Act and the rules made
thereunder.
10. CFO CERTIFICATION
Pursuant to Regulation 17(8) read with Schedule II Part B of the Listing Regulations, a
certificate from the Chief Financial Officer (CFO') and Managing Director of the
Company have certified and confirming the correctness of the Financial Statements
(Standalone and Consolidated) and Cash Flow Statements (Standalone and Consolidated),
adequacy of the internal control measures for financial reporting for the year ended March
31, 2023. The certificate dated May 29, 2023 which is forms part of this report as "Annexure-3".
11. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
WITH THE COMPANY'S CODE OF CONDUCT
The Company has adopted a Code of Conduct for its employee including the Managing
Director, Executive Directors, Non-Executive Directors and Independent Directors of the
Company. Pursuant to the relevant listing regulations, the Company has received a
compliance confirmation certificate from the Managing Director of the Company dated August
14, 2023 which is forms part of this report as "Annexure-4".
12. CERTIFICATE ON NON_DISQUALIFICATION OF DIRECTORS
None of the Directors on the Board of the Company for the FY ended March 31, 2023, have
been debarred or disqualified from being appointed or continuing as Director of the
Company. The Company have received a Certificate from Practicing Company Secretary dated
August 01, 2023, which is forms part of this report as "Annexure-5".
13. CORPORATE SOCIAL RESPONSIBILITY
UDTL has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR
initiatives as specified in Schedule VII of the Companies Act, 2013. UDTL has constituted
a robust and transparent governance structure to oversee the implementation of this
Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013.
The Company's commitment to create significant and sustainable societal value is
manifest in its CSR initiatives and its sustainability priorities are deeply intertwined
with its business imperative.
The Company's focus areas are concentrated on increasing access to health, education,
environment sustainability, community development and holistic development with a focus on
underprivileged people living around its manufacturing units and other establishments.
In accordance with Section 135 of the Act, as amended, read with Notification issued by
the Ministry of Corporate Affairs (MCA') dated January 22, 2022 and September 20,
2022 the applicable rules, the Company has updated Corporate Social Responsibility Policy,
a brief outline of which, along with the required disclosures, is given in "Annexure-6"
of this report in the format as prescribed in the Companies (Corporate Social
Responsibility Policy) Rules, 2014, which forms part of this Report.
The CSR Policy is available on the website of the Company i.e;
https://udtltd.com/policies/.
14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
In terms of Regulation 34 of the Listing Regulations, Management Discussion and
Analysis Report for the financial year under review is presented in a separate section,
forming an integral part of this Annual Report as "Annexure-7".
15. CORPORATE GOVERNANCE
We, at UDTL, re-afirms its continued commitment, adhering good Corporate Governance
practices. The Company is committed to maintain the highest standards of corporate
governance and adherence to the corporate governance requirement set out by SEBI Listing
Regulations.
Pursuant to Regulation 34(3) of the Listing Regulations, a report on Corporate
Governance along with a Certificate from the Chartered Accountants in Practice towards
compliance of the provisions of Corporate Governance, forms an integral part of this
Annual Report and are given in "Annexure-8" and "Annexure-9"respectively.
16. PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to the Report as "Annexure-10".
Statement containing particulars of top 10 employees and particulars of employees as
required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this report.
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Company has always been conscious of the need to conserve energy in its
manufacturing plants and to protect environment. Energy conservation is achieved through
optimized consumption of power and fossil fuels and improvements in energy productivity,
which contributes in reduction in operational costs and climate change mitigation through
reduction in greenhouse gases.
The information pertaining to details of conservation of energy, technology absorption,
foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read
with Rule 8 of the Companies Accounts Rules, 2014 are given in "Annexure-11".
18. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by
the Company from an environmental, social and governance perspective for the FY23 has been
given in the Business Responsibility and Sustainability Report (BRSR) as per the format
specified by SEBI Circular no. SEBI/ HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021 which
is forms part of this report as "Annexure-12".
19. RELATED PARTY TRANSACTIONS
The Board of Directors of the Company had laid down the criteria dealing with Related
Party Transactions. During the year, the Company had not entered into any materially
significant transaction as defined in the RPT Policy with related parties viz. promoters,
directors, their relatives or the management, subsidiaries etc. that may have potential
conflict with the interests of the Company at large.
All transactions entered by the Company during the FY23 with related parties were in
the ordinary course of business and on an arm's length basis, which were recommended and
approved by the Audi Committee.
Form AOC-2 furnishing particulars of contracts or arrangements entered by the Company
with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed
to this report as "Annexure-13".
The details of all the Related Party Transactions form part of Note No. 32D(8) to the
standalone financial statements attached to this Annual Report. The Policy on the
materiality of related party transactions and dealing with related party transactions as
approved by the Board is available on the website of the Company i.e;
https://udtltd.com/policies/.
20. INTERNAL FINANCIAL CONTROL, AUDIT SYSTEMS AND THEIR ADEQUACY
The Company's internal financial controls are commensurate to the scale and complexity
of its operations.
The Company has adequate internal financial controls systems in place, which
facilitates orderly and efficient conduct of its business including adherence to Company's
policies, safeguarding of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records and timely preparation of reliable
financial information.
Internal Control Over Financial Reporting (ICFR) remains an important component to
foster confidence in a company's financial reporting, and ultimately, streamlining the
process to adopt best practices. Your Company through Internal Audit Program is regularly
conducting test of effectiveness of various controls. The ine_ective and unsatisfactory
controls are reviewed and remedial actions are taken immediately. The internal audit plan
is also aligned to the business objectives of the Company which is reviewed and approved
by the Audit Committee. Further the Audit Committee monitors the adequacy and
effectiveness of your Company's internal control framework.
Esteemed Members / Shareholders may please refer Internal control systems and
their adequacy' section in the Management's discussion and analysis report, which forms
part of this Annual Report.
21. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return for FY the 2022-23 is uploaded on the
website of the Company and the same is available on the website of the Company i.e;
https://udtltd.com/annual-return/.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a comprehensive Whistle Blower Policy in line with the
provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing
Regulations with a will to enable the stakeholders, including directors, individual
employees to freely communicate their concerns about illegal, suspected Fraud or unethical
practices and to report genuine concerns to the Audit Committee of the Company.
The mechanism provides adequate safeguards against victimization of directors or
employees who avail of the mechanism. The Whistle Blower Policy is available on the
website of the Company i.e; https://udtltd.com/policies/.
23. PROHIBITION OF INSIDER TRADING
In terms of the provisions of the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has
adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by
Insiders" ("the Code"). The Code is applicable to all Directors, Designated
persons and connected Persons and their immediate relatives, who have access to
unpublished price sensitive information relating to the Company.
Pursuant to PIT Regulations and circulars issued by SEBI and Stock Exchange/s from time
to time, the Company have installed the Structured Digital Database (SDD) Software and all
UPSI duly captured, quarterly compliance certificate also filed to Stock Exchanges.
The Company has also formulated a Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the PIT
Regulations. The aforesaid Codes are available on the website of the Company i.e;
https://udtltd.com/code-of-conduct/.
24. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security were proposed to be
utilized by the recipients are provided in the standalone financial statements (Please
refer to Notes to the standalone financial statements).
25. DIRECTORS AND KEY MANAGERIAL PERSONNEL
25.1 Board of Directors
During the FY23, the Board of the Company is duly constituted having proper balance of
Executive and Non-executive Directors in compliance of extant applicable Laws, Rules &
Regulations, comprises of 07 (Seven) members out of which 4 (Four) are Independent
Directors and 3 (Three) are Executive Directors including Chairman-cum-Managing Director.
As on the date of this report, there was no change in the composition of the Board of
Directors.
The composition of the Board of Directors at the end of FY23 was as under:-
Mr. Pramod Kumar Gupta |
: Chairman & Managing Director |
Mr. Kanal Gupta |
: Executive Director |
Mr. Inderpal Sharma |
: Executive Director |
Mr. Krishan Diyal Aggarwal |
: Independent Director |
Mrs. Preet Verma |
: Independent Director |
Mr. Pandian Kalyanasundaram |
: Independent Director |
Mr. Ved Prakash Mahawar |
: Independent Director |
Further, in terms of Section 152 of the Act and the Articles of Association of the
Company, Mr. Kanal Gupta (DIN 01050505), Whole-time Director of the Company, is
liable to retire by rotation at the ensuing Annual General Meeting. Mr. Kanal Gupta, being
eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.
His appointment is placed for approval of the members and forms part of the notice of the
41st AGM. The information about the Director seeking his reappointment as per
Para 1.2.5 of Secretarial Standards on General Meetings and Regulation 36(3) of the
Listing Regulations has been given in the AGM.
During the FY23, the Members in their 40th Annual General Meeting held on
September 26, 2022 approved the re-appointment of Mr. Pramod Kumar Gupta (DIN
00619482) as Chairman-cum-Managing Director w.e.f December 21, 2022 upto December 20, 2027
and Mr. Inderpal Sharma (DIN 07649251) as Whole Time Director of the Company w.e.f
the conclusion of 40th AGM upto the conclusion of 45th AGM to be
held in the year 2027. The members in their 40th Annual General Meeting also
confirm the re-appointment of Dr. Pandian Kalyanasundaram (DIN 02568099) as
Non-Executive Independent Director of the Company for another (second) term of five
consecutive years from the conclusion of 39th AGM upto the conclusion of 44th
AGM to be held in the year 2026.
The members of the Company through Postal Ballot results declared on May 06, 2023,
approved the reappointment of Mr. Kanal Gupta (DIN 01050505) as Whole-time Director
of the Company w.e.f February 10, 2023 upto February 09, 2028.
The Company has received declarations from each Independent Director of the Company
under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming
compliance with the criteria of independence as stipulated under Section 149(6) of the Act
and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the
circumstances which may affect their status as Independent Directors during the FY
2022-23.
All Independent Directors of the Company have afirmed compliance with the Schedule IV
of the Act and Company's Code of Conduct for Directors and Employees for the FY 2022-23.
In terms of the Rule 6 of the Companies (Appointment and Qualification of Directors)
Rules, 2014, all Independent Directors of the Company have enrolled themselves with the
Indian Institute of Corporate Affairs (IICA') on the Independent Directors Databank.
Further, all the members of Board have declared their equity shares holding as well as
interest in the Company as per requirement of Companies Act, 2013 and Listing Regulations.
The Company has adopted a policy on familiarisation programme for Independent Directors
with an objective of making the Independent Directors of the Company accustomed with the
business and operations of the Company through various structured orientation programme.
The familiarization programme also intends to update the Directors on a regular basis on
any significant changes therein so as to be in a position to take well informed and timely
decision.
The details of the familiarization programme undertaken have been uploaded on the
website of the Company i.e; https://udtltd.com/policies/.
25.2 Key Managerial Personnel
In terms of the provisions of Section 203 & 2(51) of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following are the Key Managerial Personnel of the Company as on the date of report:
Mr. Pramod Kumar Gupta |
: Chairman & Managing Director |
Mr. Kanal Gupta |
: Executive Director |
Mr. Inderpal Sharma |
: Executive Director |
Mr. Manoj Kumar Arora |
: Chief Financial Officer |
Mr. Anand Kumar Mishra |
: Company Secretary & Compliance Officer |
During the FY23, Mr. Naveen Bhatnagar was appointed as Company Secretary &
Compliance Officer with effect from March 29, 2022 and have tendered their resignation
& ceased to be Compliance Officer & Company Secretary w.e.f. March 18, 2023.
Further, Mr. Mukesh Mehta also tendered their resignation & ceased to be the Chief
Financial Officer (CFO) of the Company w.e.f. September 20, 2022. After that Mr. Manoj
Kumar Arora, qualified Chartered Accountants was appointed as Chief Financial Officer
(CFO) of the Company w.e.f. February 11, 2023.
The remuneration and other details of these KMPs for the FY23 are provided in the
Corporate Governance Report which forms part of this report.
25.3 Committees of the Board & their meetings
In compliance with applicable laws, rules and regulations, as also for other purposes
following Committee/s were constituted / reconstituted:-
Audit Committee
Nomination and Remuneration Committee (NRC)
Stakeholders Relationship Committee
Corporate Social Responsibility Committee (CSR)
Risk Management Committee
The composition of the Committees was in conformity with the applicable provision of
the Companies Act, 2013 and Listing Regulations.
For more details on composition and meeting of committee/s for the FY23 are provided in
the Corporate Governance Report which forms part of this report.
25.4 Meetings of Board of Directors
The Board of Directors of the Company met 5 (five) times during the financial year
ended March 31, 2023. These meetings of the Board of Directors were held on May 25, 2022,
August 13, 2022, September 26, 2022, November 12, 2022 and February 11, 2023.
The composition of Board of Directors during the year ended March 31, 2023 is in
conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 of the
Companies Act, 2013. For more on attendance and other details for the FY23 are provided in
the Corporate Governance Report which forms part of this report.
The provisions of Companies Act, 2013 and Listing regulations were adhered to timely
while considering the time gap between two (02) meetings and various other requirements
including Secretarial Standards as issued by The Institute of Company Secretaries of India
(ICSI).
25.5 Meetings of Independent Directors
Pursuant to Section 149(8) read with Schedule V and other applicable provisions of the
Companies Act,
2013 and Regulation 25(3) of Listing regulations, a separate meeting of Independent
Directors was held on February 11, 2022. The said meeting was attended by Mr. Krishan
Diyal Aggarwal, Mrs. Preet Verma, Mr. Pandian Kalyanasundaram and Mr. Ved Prakash Mahawar
without presence of other Directors, inter alia to:-
Review the performance of Non-Independent Directors, the Board as a whole and that of
its various Committees constituted;
Review the performance of the Chairperson of the Company, taking into account the views
of Executive Director/s and Non-Executive Director/s; and
Assess the quality, content and timeliness of flow of information between the Company
Management and the Board which is necessary for the Board to effectively and reasonably
perform its duties.
25.6 Performance Evaluation of Board and Effectiveness
Pursuant to the provisions of the Act and Listing Regulations and as per Guidance Note
on Board Evaluation issued by SEBI, the Board has carried out annual performance
evaluation of its own performance, the Directors individually as well as evaluation of the
working of its Committees at its meeting held on February 11, 2023 on the basis of a
structured Questionnaire covering various aspects of the Board's functioning.
During the FY23, all Directors have participated in the evaluation process and opined
that the integrity, expertise, and experience (including proficiency) of the Independent
Directors are satisfactory. The Nomination and Remuneration Committee has defined the
evaluation criteria for the performance evaluation of individual Directors, the Board and
its Committees.
The review concluded by affirming that the Board as a whole as well as its Chairman,
all of its members, individually, and the Committees of the Board continued to display a
commitment to good governance by ensuring a constant improvement of processes and
procedures and contributed their best in the overall growth of the organization.
26. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY:
The Company has on the recommendation of the Nomination and Remuneration Committee
framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the
Act. The policy, inter alia lays down the principles relating to appointment, cessation,
remuneration and evaluation of directors, key managerial personnel and senior management
personnel of the Company.
Non-executive, independent directors are paid, "Sitting Fee/s" within the
limits prescribed under the Companies Act, 2013 at a fixed rate per meeting attended by
them and as such the same cannot be compared with the remuneration to other employees.
There-apart, no other remuneration or perquisite was paid to, and no service contract was
entered into with them.
The Nomination & Remuneration Policy of the Company is available on the website of
the Company i.e; https://udtltd. com/policies/.
27. SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
The Board of Directors afirms that UDTL has complied in true letter & spirit with
applicable Secretarial Standard/s issued by the Institute of Companies Secretaries of
India (SS-1 and SS-2) relating to Board Meetings, Committees thereof. Also, UDTL has
complied with applicable Indian Accounting Standards while preparing these financial
statements.
28. GREEN INITIATIVE & SHAREHOLDERS INFORMATION
The Ministry of Corporate Affairs (MCA), Government of India has taken a Green
Initiative in the Corporate Governance' vide its Circular Nos. 17/2011 dated 21.04.2011
and 18/2011 dated 29.04.2011 which enables the entity to effect electronic delivery of
documents including the Notice of Annual General Meeting/Extra Ordinary General Meeting,
audited financial statements, Director's Reports, etc. in electronic form, to the e-mail
address the Shareholders have registered with Depository Participant(DP).
The Shareholders are requested to register/update their e-mail address immediately in
their respective DP accounts so as to receive delivery of documents in electronic form
instead of getting the same in physical form.
The Shareholders holding shares in physical form desirous of availing electronic form
of delivery of documents/notices are requested to immediately register/update their e-mail
address, by contacting with our designated Registrar and Transfer Agents, namely, M/s
Alankit Assignments Limited.
Members may please note that AGM Notice and Annual Report 2022-23 are being send only
in electronic mode and the said notice and annual report are also available on the
Company's website www.udtltd.com, websites of the Stock Exchange/s i.e; BSE Limited and
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia. com
respectively.
The Securities and Exchange Board of India (SEBI) has by its Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2021/655 dated November 03, 2021, Circular No. SEBI/
HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021 and Circular No.
SEBI/HO/MIRSD/MIRSD-PoD-1/P/ CIR/2023/37 dated March 16, 2023 made it mandatory for all
holders of physical Securities to furnish the copy of PAN, Nomination in form SH-13,
Cancellation or change in Nomination in form SH-14, Updation of contact detail in form
ISR-1, & updation of Bank account details in form ISR-2. In this regard, you may
contact with our Company's designated Registrar & Share Transfer Agent (RTA) and / or
to our Company's offcial.
29. RISK MANAGEMENT
The Risk Management is an integral and important component of Corporate Governance. The
Board of Directors of the Company has constituted Risk Management Committee ('RMC') which
assists the Board in monitoring and reviewing the risk management plan, implementation of
the risk management framework of the Company and such other functions as Board may deem
fit.
The Risk Management framework is in place to identify, prioritize, mitigate, monitor
and appropriately report any significant threat to the organization's strategic
objectives, its reputation, operational continuity, environment, compliance, and the
health & safety of its employees. A detailed section on Risk Management is provided in
the Management Discussion and Analysis Report forming an integral part of this Integrated
Annual Report.
Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing
Regulations, the Company has formulated and adopted a Risk Management Policy, same is
available on the website of the Company i.e; https://udtltd.com/policies/.
The Company has been consciously following a policy of risk mitigation by diversifying
its products, services, markets and customers. Further, within the Industrial &
Engineering segment, the risk of excessive reliance on contract manufacturing is being
addressed by strengthening and growing the Company's own product portfolio and creating
brand equity.
30. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors make the following statement in terms of Section 134 of the Act
that:
in the preparation of the annual financial statements for the year ended March
31, 2023, the applicable accounting standards were followed along-with proper explanation
relating to material departures;
such accounting policies applied consistently and judgments and estimates have
been made that are reasonable and prudent so as to give a true and fair view of the state
of affairs of the company at the end of the financial year March 31, 2023 and of the
profit of UDTL for the year ended on that period;
proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
the annual accounts for FY 2022-23 were prepared on a Going Concern basis; and
devised the proper system to ensure compliance with the provisions of all
applicable laws and that such and were adequate and operating effectively.
31. PREVENTION OF SEXUAL HARASSMENT
The Company has in place a policy on prevention, prohibition and redressal of Sexual
Harassment at workplace in line with the requirements of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has
been setup to look after the complaints.
The Company is committed towards promoting the work environment that ensures every
employee is treated with dignity and respect and afforded equitable treatment irrespective
of their gender, race, social class, caste, creed, religion, place of origin, sexual
orientation, disability or economic status.
All employees of the Company are covered under this policy. The details of complaints
received and disposed-o_ during the FY23 is as follows:
S. No. |
Particulars |
Status |
1. |
Number of complaints pending at the beginning of the FY23 |
0 |
2. |
No. of complaints received during the FY23 |
0 |
3. |
No. of complaints resolved during FY23 |
0 |
4. |
Number of complaints pending at the end of FY23 |
0 |
32. OTHER STATUTORY DISCLOSURE
During FY23, there were no transaction requiring disclosure or reporting in respect of
matters relating to:
Maintenance of cost records under sub-section (1) of Section 148 of the Act is
not applicable to the Company.
No material changes and commitment, affecting the financial position of the
Company which occurred between the end of FY23 till the date of this Report.
No instance of any one-time settlement with any Banks or Financial Institutions.
No application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
No significant and material orders passed by the Regulators/ Courts/Tribunals
which impact the going concern status and Company's operations in future.
UDTL has not issued any Equity Shares including with Di_erential Voting Rights /
Sweat Equity Shares.
No occasion for revision in the Financial Statements for the year under report.
No change in the nature of business of UDTL as on the date of this Report.
No any remuneration or commission to the Whole-time Director/ Managing Director
of the Company from the subsidiaries of the Company.
None of the Independent / Non- Executive Directors have any pecuniary
relationship or transactions with the Company which in the judgement of the Board may
affect the independence of the Directors.
No transfer any amount to General Reserves of the Company, due to enhancing
shareholders value.
33. CAUTIONARY STATEMENT
UDTL is involved in the manufacturing of oil drilling tools and equipments. Since these
tools and equipments are predominantly used in the oil and gas industry, we are focusing
on the growth and prospects of them only.
Directors' Report, Business Responsibility and Sustainability Report, Management
Discussion & Analysis Report, Financial Statements (Standalone & Consolidated);
annexure(s), attachment(s) thereto information pertaining to the projections, estimates,
etc. are forward looking under SEBI applicable rules and regulations, whereas, the actual
results might differ.
Important factors that could make difference to UDTL's operations includes, Global and
India's Demand, Supply conditions, finished goods prices, Raw Material availability and
Prices, cyclical Demand and pricing in the Company's principal markets, changes in
Government regulations, tax regimes, economic developments within India and the Countries
with whom UDTL conducts business and other factors such as litigation and labour
negotiations.
The Company is not obliged to publicly amend, modify/revise forward looking
statement(s), on the basis of any subsequent development, information or events or
otherwise.
34. ACKNOWLEDGEMENTS
The Directors take this opportunity to thank the shareholders, bankers and the
financial institutions for their cooperation and support to the operations and look
forward for their continued support in future. The Directors also thank all the customers,
vendor partners, and other business associates for their continued support during the
year. The Directors place on record their appreciation for the hard work put in by all
employees of the Company.
For and on behalf of the Board
United Drilling Tools Limited
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Sd/- |
Date: 14/08/2023 |
Pramod Kumar Gupta |
Place: Noida |
Chairman & Managing Director |
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DIN: 00619482 |
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