oil country tubular ltd share price Directors report

To the Members:

The Directors have pleasure in presenting before you the 37^th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31^st March 2023.

Financial Results:

The performance during the period ended 31^st March 2023 has been as under:

(Rs. In Lakhs)

S.No.	Particulars	2022-23	2021-22
1	Revenue From Operations	27.49	NIL
2	Other Income	14,186.54	10.33
3	Profit / (Loss) before Interest and Depreciation	12,776.42	(727.69)
4	Finance Charges	1,193.25	2,466.31
5	Gross Profit / (Loss)	11,583.17	(3,194)
6	Provision for Depreciation	2985.56	1938.27
7	Net Profit / (Loss) Before Tax	8597.61	(5132.27)
8	Provision for Tax	1,869.88	-
9	Net Profit / (Loss) After Tax	10,467.49	(5,32.27)
10	Balance of Profit brought forward	-	-
11	Balance available for appropriation	-	-
12	Transfer to General Reserve	(5529.51)	(17,061.80)

STATE OF THE COMPANYS AFFAIRS:

The Company had undergone Corporate Insolvency Resolution Process (CIRP) during the period 28^th January 2020 to 20^th September 2022, and Management was restored to the Board of Directors vide Honble NCLT Order No. IA No.975/2022 dated 21^st September 2022.

There have been no operations during the CIRP period. The Company carried out thorough checkup and maintenance of the Plant and Machinery as well as cleaning up operations of the factory premises, and made the plant fully operational.

The Companys American Petroleum Institute (API) Accreditation remained under ‘IN ACTIVE status, due to no operations. API Audit was scheduled from 25^th January 2023 to 27^th January 2023. The Company has successfully completed the API Audit and restored its status to ‘ACTIVE. The validity of API Certificate

API 5DP, API 5CT and Spec.7-1 have been extended upto December 15, 2025.

PROSPECTS:

The Company has Orders (Job Work) on hand to the tune of Rs. 20.00 Crores, which will be executed upon receipt of the material from the customer.

The Government of India under the ‘Make in India Policy decided that Government / Public Sector Agencies will procure the requirement only from indigenous sources through Government-e-Marketplace (GeM) Portal for which all indigenous manufacturers have to Register. The Company has Registered with GeM for all the products manufactured / processed. The Company is now bidding both in the Domestic as well as Export Market. The Company will be in a position to actively participate for its products and expect to receive orders from 2nd Quarter of 2023-24.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Reg. 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. A report on Corporate

Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. CKS Associates., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under above regulation is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company has paid the Annual Listing Fees for the year 2023-24 to NSE and BSE where the Companys Shares are listed. The Companys application for Voluntary Delisting without "NO EXIT OPTION" is pending with Bombay Stock Exchange (BSE), since 15^th November 2022.

DEMATERIALISATION OF SHARES:

97.01% of the companys paid up Equity Share Capital is in dematerialized form as on 31^st March, 2023 and balance 2.99% is in physical form. The Companys Registrars are M/s. XL

Softech Systems Ltd., having their registered office at 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

NUMBER OF BOARD MEETINGS HELD :

The Board of Directors duly met 4 times during the financial year from 21 ^st September 2022 to

31^st March, 2023, after the Management was restored to the Board of Directors Vide Honble NCLT Order IA No.975/2022 dated 21^st September 2022. The dates on which the meetings were held are: 7^th October 2022, 27^th October 2022, 27^th January 2023 and 25^th February 2023.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SEC.149 OF COMPANIES ACT,2013 :

The Independent Directors have submitted declaration of independence, as required pursuant to sub- section (7) of Section 149 of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section (6) of Section 149.

CHANGES IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2022-23 and the date of this report.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company doesnt have any Subsidiary, Joint Venture and Associated companies as of March 31, 2023.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 134(5) of the Companies Act 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit of the company for the same period; c) ^{the directors have taken proper and sufficient care for the maintenance of adequate accounting} records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls in the company that are adequate and were operating effectively. f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

AUDIT OBSERVATIONS :

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

AUDITORS: i) Statutory Auditors :

M/s. CKS Associates, Chartered Accountants, Hyderabad, Statutory Auditors have been appointed for a period of Five Years at the 36th Annual General Meeting until 41^st Annual General Meeting. ii) Cost Auditors :

The Company is required to appoint Cost Auditors, if the turnover of the Company is more than Rs.100 Crores in the previous year. Since the turnover of the Company is below Rs.100 Crores threshold during the year 2022-23, the Cost Auditors are not required to be appointed for the year 2023-24. iii) Secretarial Audit :

Ms. Manjula Aleti, Practicing Company Secretary in practice was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the year 31^st March, 2023 as per the section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the year ended 31^st March, 2023 (in Form MR-3) submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A. iv) Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by Ms.Manjula Aleti, Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year and same is annexed to this Boards Report as Annexure-B

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY:

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) :

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee, two thirds being Independent Directors. CSR Committee of the Board has developed a CSR Policy under Health care and Education activities which are enclosed as part of this report Annexure-D.

Additionally, the CSR Policy has been uploaded on the website of the Company at www.octlindia.com under investors/ policy documents/CSR Policy link.

VIGIL MECHANISM / VIGIL BLOWER :

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

RELATED PARTY TRANSACTIONS :

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

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

EXTRACT OF ANNUAL RETURN :

Annual Return in Form MGT-7 is available on the Companys website, the web link for the same is https://www.octlindia.com/annualfireturn.html

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

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

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

1) Details of percentage increase in the remuneration paid to Key Managerial Personnel (KMP)

S. No	Name	Designation	Remunera- tion Paid during FY 2022-23 (Rs. Lakhs)	Remuneration paid during FY 2021-22 (Rs. Lakhs)	Increase in (%)
1	Mr. K.Suryanarayana	Executive Chairman	18.00	Under CIRP	NIL
2	Mr. Sridhar Kamineni	Managing Director	18.00	Under CIRP	NIL
		(KMP)
3	Mr. Sisir Kumar Appikatla	Professional (KMP) Resolution	23.01	39.00	NIL
		(Upto 21-09-2022)
4	Mr. P S R Swami	CS (KMP)	4.50	5.40	NIL
		(Upto 31-01-2023)
5	Ms.D. Sumalatha	CS (KMP) (Appointed on	0.50	-	NA
		01-02-2023)
6	Mr. J Ramamuni Reddy	CFO (KMP)	4.11	2.29	44
		(From 11-02-2019)		(Under CIRP)

2) Particulars of Employees:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employees falling under the category thus no information is required to be given in the report.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Board of Directors had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day-to-day operations of the Company. The main objective of this Policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Companys business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Company has adequate internal control systems and procedures to combat risks. The Risk management procedures are reviewed by the Audit Committee and the Board of Directors on a quarterly basis at the time of review of the Quarterly Financial Results of the Company.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013:

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

Awareness programs were conducted. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company have setup Internal Complaint Committee to redress complaints on sexual harassment. During the year under review, no complaints were received.

SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India has currently mandated compliance with the Secretarial Standards on board meetings and general meetings. During the year under review, the Company has complied with the applicable Secretarial Standards.

DEPOSITS FROM PUBLIC :

The Company has not accepted any deposits from the public during the year under review. No amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2023.

INDUSTRIAL RELATIONS:

During the year under review, industrial relations remained harmonious at all our offices establishments.

ACKNOWLEDGEMENT:

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

The Directors wish to place on record their appreciation for the dedicated efforts put in by the

Engineers and Employees of the Company at all levels.

Place : Hyderabad	For and on behalf of the Board of Directors
Date : 24-May-2023	K. Suryanarayana	Sridhar Kamineni
	Chairman	Managing Director
	DIN: 00078950	DIN: 00078815