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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Oil Country Tubular Ltd.

Mar 31, 2025

The Directors have pleasure in presenting before you the 39^th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31^st March 2025.

FINANCIAL RESULTS:

The performance for the year ended 31^s* March 2025 has been as under:			('' In Lakhs)
Sl. No.	Particulars	2024-25	2023-24
1	Revenue From Operations	12,290.31	1,823.94
2	Other Income	286.45	145.08
3	Profit / (Loss) before Interest and Depreciation	4,601.40	107.64
4	Finance Charges	551.40	598.58
5	Gross Profit / (Loss)	4,050.00	(490.94)
6	Provision for Depreciation	6,960.07	7,156.12
7	Net Profit / (Loss) Before Tax	(2,910.07)	(7,647.06)
8	Provision for Tax	276.06	(602.26)
9	Net Profit / (Loss) After Tax	(3,186.12)	(7,044.79)
10	Other Comprehensive Income	930.29	1,541.01
11	Total Comprehensive Income	(2,255.84)	(5,503.78)
12	Balance of Profit brought forward	-	-
13	Balance available for appropriation	(2,255.84)	(5,503.78)
14	Transfer to General Reserve	(2,255.84)	(5,503.78)

State Of The Company''s Affairs:

PERFORMANCE IN 2024-25:

The Company restored the Plant & Machinery to fully functional status and started operations during FY 2023-24. The company renewed the API licences during FY 2024-25. The company participated in the tenders of ONGC, OIL and other customers and was successful in bidding and procurement of orders worth Rs. 155.51 cr. The company executed these orders and had achieved revenues of Rs.122.90 cr with EBIDTA of Rs.46 cr in FY2024-25.

We have also commenced operations in our Engineering Division during 2024-25. The business development efforts of the Engineering Division led to the company procuring its first order from Midham (Defence PSU) for Machining Services and was executed in March''2025. The Engineering division has planned for capex for procurement of equipment during 2025-26 for execution of new orders.

The break-up of the revenues is given below:		('' In Lakhs)
Sl. No	Description	Amount
1	OCTG Products	6,269.78
2	OCTG Product Services	5,968.53
3	Engineering Division - Services	52.00
	TOTAL	12,290.31

PROSPECTS:

The company is participating in the new tenders floated by ONGC and OIL and global tenders for the FY 2025-26. The company expects the tenders to open during June-July''25 and finalisation of the tenders in Aug-Sept''25. These tenders are in our product line - Drill Pipes, Heavy Weight Drill Pipes, Drill Collars and other related products.

Government of India''s ''Make in India'' Policy allows the Domestic Manufacturers to participate in the Tenders. There are certain specialised premium products and connections for which the Company has the Licenses and the fully integrated facility makes OCTL competitive and successful in securing more Orders.

Further Government of India has also amended the Steel Policy by in the Condition Melt & Pour replacing Value Addition of 35 % means that raw materials are to be procured domestically. The company is working on similar lines to comply with the policy.

The company has focused on sectors of Defense, Aero Space, Power, Railways and Critical Engineering Machining Components. This shall diversify the revenue mix from single industry focused sector to multi-industrial sectors to bring steady growth and stability in the company revenues in the future.

Your company is operating in core sunrise sectors and has big opportunities for growth in next coming years.

SHARE CAPITAL

During the year under review, there is a change in the Capital Structure of the Company as detailed below.

The company borrowed Inter Corporate Deposits (ICD) from United Steel Allied Industries Private Limited (USAIPL), the promoter company during January 2020 to September 2023 to pay One Time Settlement amount to the Banks and to meet CIRP costs and operational expenses. The total amount outstanding as on 30th September, 2024 was Rs.92,71,55,823. Since a positive net worth (excluding Revaluation reserves) is a pre-requisite for the company to participate in the tenders being floated by various authorities, the company requested USAIPL (promoter company) and USAIPL had agreed in principle to convert the ICD outstanding in OCTL into OCPS and to augment the net worth of the company and to enable OCTL to participate in the future tenders.

Pursuant to the approval of the shareholders by a Special Resolution passed at the Extra-Ordinary General Meeting held on 11^th December 2024, and all other applicable approvals, the Company issued and allotted 1,38,46,154 OCPS at a price of Rs.65/- per share as per the SEBI (ICDR) Regulations 2018 to USAIPL (promoters) on 31-12-2024 amounting to Rs.90 cr, being convertible within 18 months from the date of allotment. Each OCPS being convertible into one equity share each. USAIPL has exercised the option of conversion and the company has converted 35,50,000 OCPS into equal number of Equity shares on 29-01-2025. As a result, as on the 31-03-2025, there are 1,02,96,154 fully paid up Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS).

Authorized Share Capital:

The Authorized Share Capital of the Company is as following;

as on 31st March, 2025	a) ?71,00,00,000 (Rupees Severnty One Crores) divided into 7,10,00,000 equity shares having face value of ?10/- each b) ?14,00,00,000 (Rupees Fourteen Crore only) divided into 1,40,00,000 Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS) having face value of ?10/- each
as on 31st March, 2024	?85,00,00,000 (Rupees Eighty Five Crores) divided into 8,50,00,000 equity shares having face value of ?10/- each.
Issued, Subscribed and Paid-up Share Capital:
The Issued, Subscribed and Paid-up Share Capital of the Company is as following;
as on 31st March, 2025	a) ?47,83,95,300 (Rupees Forty-Seven Crores Eighty-Three Lakhs Ninety-Five Thousand and Three Hundred Only) divided into 4,78,39,530 Equity Shares having face value of ?10/- each. b) ?10,29,61,540 (Rupees Ten Crore Twenty-Nine Lakhs Sixty-One Thousand Five Hundred and Forty Only) divided into 1,02,96,154 Zero Coupon Optionally Convertible Non-Cumulative Preference Shares (OCPS) having face value of ?10/- each
as on 31st March, 2024	?44,28,95,300 (Rupees Forty Four Crores Twenty Eight Lakhs Ninety Five Thousand and Three Hundred Only) divided into 4,42,89,530 equity shares having face value of ?10/- each.

TRANSFER OF AMOUNT TO RESERVES:

In view of the loss, no amount is proposed to be transferred to reserves. DIVIDEND:

Your Company did not declare any Dividend for the Financial Year 2024-25

NUMBER OF BOARD MEETINGS HELD:

The Board of Directors duly met 7 times during the financial year. The dates on which the meetings were held are 9^th May,2024, 17^th July,2024, 24^th July,2024, 12^th August, 2024, 31^st August, 2024, 11^th November, 2024 and 29^th January, 2025.

CHANGE IN DIRECTORS AND KMPS DURING THE FINANCIAL YEAR 2024-25

Mr. Sridhar Kamineni (DIN: 00078815) have resigned from the office of Managing Director of the company with effect from 24^th July, 2024. Mr. Dinakar Vemulapalli (DIN: 00946199), Non- Executive Director of the Company, Mrs. Uma Tiruveedula (DIN 09754712) and Mr. Kunaparaju Vijayarama Raju (DIN: 07868050), Independent Directors of the Company resigned as from the office of Directors of the company with effect from 17^th July, 2024.

Shri K. Suryanarayana, was appointed as Chairman and Managing Director of the company with effect from 12^th August, 2024 and the same was regularized in the 38^th AGM held on 30^th September, 2024.

Mrs. Uma Kumari Kamalapuri (DIN: 10671999), Mr. Moturu Siva Ram Prasad (DIN: 00227705), Mr. Tatineni Yoganand (DIN: 07593253) were appointed as Additional Directors of the Company in the category of Independent Directors of the Company with effect from 17^th July, 2024 the same were regularized in the 38^th AGM held on 30^th September, 2024

Mr. Venkatesh Vasant Rao Parlikar (DIN: 10715610) was appointed as Additional Director of the Company with effect from 24^thJuly, 2024 and the appointment was regularized in the 38^th AGM held on 30th September, 2024

Other than the above mentioned, there were no other changes took place in the office of Directors and KMPs.

Further, post FY 2024-25, the following changes took place in the office of Directors and KMPs between the close of FY and the date of this report:

Mrs. Shri Puja Kamineni (DIN: 06818438) Mr. Paruchuri Dheeraj Chowdary (DIN: 09341915) were appointed as Additional Directors in the category of Non-Executive Directors of the company with effect from 11^th June, 2025 and Mr. Kamineni Shashidhar (DIN:00332223) was appointed as Additional Director in the category of Non-Executive Director of the company with effect from 7^th August, 2025. The resolutions for regularization of the said appointments are included in this notice convening 39^th AGM of the Company for approval of members.

Mr. Sudhir Kumar Pola, Company Secretary and Compliance Officer of the Company has resigned with effect from 8^th May, 2025.

Mr. Vaibhav Suryakant Suryawanshi (ICSI Membership No.: ACS 72171) was appointed as Company Secretary and Compliance Officer of the Company with effect from 7^th August, 2025.

Mr. J Ramamuni Reddy, the Chief Financial Officer of the Company has been re-designated as Head - Accounts of the company w.e.f 7^th August,2025.

Mr. Lal Bahadur Shastry Gubba (ICAI Membership No.: 220590) was appointed as Chief Financial Officer of the Company with effect from 7^th August, 2025.

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 Company Secretary in Practice Ms. Manjula Reddy Aleti 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 2025-26 to NSE and BSE where the Company''s Shares are listed. DEMATERIALISATION OF SHARES:

97.82% of the company''s paid up Equity Share Capital is in dematerialized form as on 31 March, 2025 and balance 2.18% is in physical form. The Company''s Registrars are M/s. XL Softech Systems Limited having their registered office at 3, Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

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.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s 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 Company''s website, the web link for the same is https://www.octlindia.com/ annual return.html

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.

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.

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 as 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.

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 2024-25 and the date of this report.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company doesn''t have any Subsidiary, Joint Venture and Associated companies as of March 31, 2025.

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 March, 2025, 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 loss 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:

There are no observations from the Auditors during the year under review.

AUDITORS:

i) Statutory Auditors:

M/s. CKS Associates, Chartered Accountants, Hyderabad, Statutory Auditors have been appointed for a period of Five Years at the 36^th 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 2023-24, the Cost Auditors are not required to be appointed for the year 2024-25.

Further since the turnover during the FY 2024-25 is more than Rs. 100 Crores, Company is required to appoint Cost Auditors for auditing the Cost Records for FY 2025-26. Accordingly, Board of Directors of the Company have appointed M/s Sagar & Associates, Cost Accountants, Hyderabad, Firm Registration No.000118 as Cost Auditors based on the recommendation of Audit Committee and the resolution ratifying the Remuneration to be paid to Cost Auditors is included in the Notice convening this 39^th Annual General Meeting of the Company

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, 2025 as per the section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, the Secretarial Audit Report for the year ended 31^st March,2025 (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 Board''s Report as Annexure-B.

STATEMENT ON COMPLIANCE WITH MATERNITY BENEFITS:

Your Company complies with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. Your company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

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.

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.

PARTICULARS OF EMPLOYEES:

In term of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in ANNEXURE-F.

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 Company''s 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.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 has setup Internal Complaint Committee to redress complaints on sexual harassment.

During the year under review, no complaints were received.

(a) Number of complaints of sexual harassment received in the year: Nil

(b) Number of complaints disposed off during the year: Nil

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING CODE:

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year, the Company has complied with the said code.

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 31^st March, 2025.

INDUSTRIAL RELATIONS:

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

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 the 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.

Mar 31, 2024

The Directors have pleasure in presenting before you the 38^th Annual Report of the Company together with the Audited Financial Statements of Accounts for the year ended 31^st March 2024.

FINANCIAL RESULTS:

The performance during the period ended 31^st March 2024 has been as under:			('' In Lakhs)
S.No.	Particulars	2023-24	2022-23
1	Revenue From Operations	1823.94	27.49
2	Other Income	145.08	14,186.54
3	Profit / (Loss) before Interest and Depreciation	107.64	12,776.43
4	Finance Charges	598.58	1193.25
5	Gross Profit / (Loss)	(490.94)	11,583.18
6	Provision for Depreciation	7156.12	2985.56
7	Net Profit / (Loss) Before Tax	(7647.04)	8597.61
8	Provision for Tax	(602.26)	(1869.88)
9	Net Profit / (Loss) After Tax	(7044.79)	10,467.50
10	Other Comprehensive Income	1541.01	27,145.57
11	Total Comprehensive Income	(5503.78)	37,613.07
12	Balance of Profit brought forward	NIL	NIL
13	Balance available for appropriation	(5503.78)	37,613.07
14	Transfer to General Reserve	(5503.78)	37,613.07

The Company''s turnover during FY 2023-24 is Rs. 18.23 Crores and the finished goods not lifted by the Customer due to shortage of vehicles is Rs. 4.09 Crores.

STATE OF THE COMPANY''S AFFAIRS:

The Company restored the Plant & Machinery to fully functional status and started operations from June 2023 after receiving the material from the Customer(s) and achieved a turnover of Rs. 18.23 Crores out of Rs. 22.32 Crores production. The turnover was primarily job work orders execution. The Company had a Finished Goods value of Rs. 4.09 Crores at the end of the Financial Year.

As of March 31, 2024, the Order book position is Rs. 85 Crores which includes Job Work order value of Rs. 50 Crores and ONGC / OIL/ Export Orders of value Rs. 35 Crores. The Company expects to achieve a turnover of around Rs. 100 Crores during the Financial Year 2024-2025.

PROSPECTS:

The Company has an Order Book Position of Rs. 85 Crores which will be executed during the Financial Year 2024-25. The Orders are primarily processing of Customer supplied material for the End User ONGC and OIL. The Company also received development Orders from OIL for the supply of tubulars covering Casing, Tubing, Drill Pipes and Heavy Weight Drill Pipes.

With the execution of the development orders, the Company will be technically qualified to participate in all the Tenders. However, presently, the Financial Criteria of the Bid evaluation will be a hindrance to the Company in participating in the higher value Tenders. The Bid Evaluation Criteria is based on the past three years'' record, ignoring the three decades of supply record of the Company. The Company will participate in all the Tenders where it meets the Bid Evaluation Criteria and expects to further participate in the higher value Tenders going forward. The Company expects to have more orders during the financial year which can be converted to sales.

The Company expects to have a turnover of Rs. 100 Crores for the Financial Year 2024-25.

Further, Government of India''s ''Make in India'' Policy allows only the Domestic Manufacturers and has eliminated Foreign Bidders from participating in the Tenders when even a single manufacturer is available in India. There are certain specialized premium products and connections for which the Company has the Licenses and the fully integrated facility makes OCTL competitive and successful in securing more Orders.

Your Company will be bidding for the supply of these products.

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:

Certificate from Company Secretary in Practice Ms.Manjula Reddy Aleti 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 2024-25 to NSE and BSE where the Company''s Shares are listed. DEMATERIALISATION OF SHARES:

97.09% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2024 and balance 2.91% is in physical form. The Company''s Registrars are XL Softech Systems Limited 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. The dates on which the meetings were held are: 24^th May,2023, 10^th August, 2023, 09^th November, 2023 and 12^th February, 2024.

MATERIAL CHANGES

The following material changes took place between the close of FY and the date of this report.

1. Mr.Sridhar Kamineni, Managing Director resigned as a Director of the company with effect from the closing hours of 24t^h July, 2024.

2. Mrs.Uma Tiruveedula and Mr.Kunaparaju Vijayarama Raju, resigned as Independent Directors of the company with effect from the closing hours of 17^th July, 2024.

3. Mr.Dinakar Vemulapalli resigned as Non-Executive Director of the company with effect from the closing hours of 17^th July, 2024.

4. Shri K.Suryanarayana was re-designated as Chairman and Managing Director of the company with effect from 12^th August, 2024.

5. Mrs.Uma Kumari Kamalapuri, Mr.Moturu Siva Ram Prasad and Mr.Tatineni Yoganand were appointed as Additional Directors in the category of Non-Executive Independent Directors of the company with effect from 17^th July, 2024.

6. Mr.Venkatesh Vasant Rao Parlikar was appointed as an Additional Director in the category of Non-Executive Independent Director of the company with effect from 24^th July, 2024.

DIRECTORS

Your Directors recommend the re-designation of Shri K.Suryanarayana as Chairman & Managing Director, Mrs.Uma Kumari

Kamalapuri as an Independent Director, Mr.Moturu Siva Ram Prasad as an Independent Director, Mr.Tatineni Yoganand as an

Independent Director, Mr.Venkatesh Vasant Parlikar as an Independent Director.

RECONSITIUTION OF SUB COMMITEES

Consequent to the resignation and appointment of Directors, various sub committees of the company were reconstituted as

follows with effect from 17^th July, 2024.

Audit Committee	Corporate Social Responsibility Committee	Nomination and Remuneration Committee	Stakeholders Relationship Committee
Mr.Sunil Tandon	Mr. Sunil Tandon	Mr. Sunil Tandon	Mr. Sunil Tandon
Chairman	Chairman	Chairman	Chairman
Mr. Tatineni Yoganand	Mr. Tatineni Yoganand	Mr. Tatineni Yoganand	Mr. Tatineni Yoganand
Member	Member	Member	Member
Mr. Moturu Siva Ram Prasad Member	Mr. Moturu Siva Ram Prasad Member	Mrs. Uma Kumari Kamalapuri Member	Mrs. Uma Kumari Kamalapuri Member

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 2023-24 and the date of this report.

SUBSIDIARIES, JOINT VENTURES, AND ASSOCIATE COMPANIES:

As defined under the Act, the Company doesn''t 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, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 :

Auditor''s Observation and their response to impairment of assets is 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 36^th Annual General Meeting until 41^st Annual General Meeting.

ii) Cost Auditors :

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, 2024 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, 2024 (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 Board''s 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):

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:

RELATED PARTY TRANSACTIONS:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s 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 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 LODR Regulations, 2015. 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 Company''s website, the web link for the same is https://www.octlindia.com/ annual return.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	Remuneration Paid during FY 2023-24 (Rs.In Lakhs) (From (01.04.2023 to 31.03.2024)	Remuneration paid during FY 2022-23 (Rs. In Lakhs) (From (01.10.2022 to 31.03.2023)	Increasein (%)
1	Mr. K.Suryanarayana	Executive Chairman	36.00	18.00	NIL
2	Mr. Sridhar Kamineni	Managing Director (KMP)	36.00	18.00	NIL
3	Mr.Sudhir Kumar Pola	Company Secretary (KMP) (Appointed on 24-05-2023)	12.00	NA	NA
4	Mr. J Ramamuni Reddy	Chief Financial Officer (KMP)	6.23	4.11	65%

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 Company''s 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 workplacein 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 ofWomenat Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has setup Internal Complaint Committee to redress complaints on sexual harassment.

During the year under review, no complaints were received.

SECRETARIAL STANDARDS:

DEPOSITS FROM PUBLIC:

INDUSTRIAL RELATIONS:

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

Mar 31, 2018

To the Members,

The Directors have pleasure in presenting before you the 32nd Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS :

The performance during the period ended 31st March, 2018 has been as under:

(In Lakhs)

S.No.	Particulars	2017-18	2016-17
1	Gross Income	1178.54	1277.31
2	Profit / (Loss) Before Interest and Depreciation	(1404.30)	(6315.29)
3	Finance Charges	1959.96	1829.25
4	Gross Profit / (Loss)	(3364.26)	(8144.54)
5	Provision for Depreciation	2163.13	2207.85
6	Net Profit / (Loss) Before Tax	(5527.39)	(10352.39)
7	Provision for Tax	(1825.04)	(1572.69)
8	Net Profit / (Loss) After Tax	(3702.35)	(8779.70)
9	Balance of Profit brought forward	-	-
10	Balance available for appropriation	(3702.35)	(8779.70)
11	Transfer to General Reserve	3702.35	8779.70

OPERATIONS:

The gross income of the Company is s11.78 Crores during the current financial year 2017-18 as against s12.77 Crores during the previous financial year. The very low turnover is due to the abnormal delay in finalization of tenders by the customers on account of changes in Government of Indiaâs policy to encourage indigenous manufacturers under the Make in India Policy. Major tenders were finalized by the customers during the last quarter of financial year 2017-18 only and hence low turnover during current financial year 2017-18.

PROSPECTS:

The order book position of the Company stood at s 270 Crores as at 31st March, 2018. The raw materials procurement against new orders are in place and expected to be received in first quarter of 2018-19. The manufacturing will be taken up thereafter. The Company expects a turnover of around s150 Crores during the financial year 2018-19.

The Exploration and Drilling Activities world over has shown an increase with rise in the crude oil prices, now at 74 USD/ Barrel, thereby increasing the requirement of Tubulars and Drilling Products. In India, the Exploration and Drilling activities continue to remain at steady levels and more drilling and exploration activities are expected with the rise in the crude oil prices.

The Government of India has issued the Steel Policy for Domestically Manufactured Iron and Steel Products, including the Seamless Pipes, under the Make in India Policy. Under the Steel Policy, minimum value addition of 15% has been prescribed with input material to be sourced indigenously. The Processors of the Seamless Pipes have to procure the green pipes from the seamless pipe manufacturers in India.

These Policy changes under Make in India Policy will give the necessary thrust to the domestic Industry including Oil & Gas Sector and indigenous manufacturers of various Tubulars and the Companyâs products required for the Industry.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulations of the 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 G Nagendrasundaram & Co., 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 confirms that it has paid the Annual Listing Fees for the year 2018-19 to NSE and BSE where the Companyâs Shares are listed.

DEMATERIALISATION OF SHARES:

96.29% of the companyâs paid up Equity Share Capital is in dematerialized form as on 31st March, 2018 and balance 3.71% is in physical form. The Companyâs 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 5 times during the financial year from 1st April, 2017 to 31st March, 2018. The dates on which the meetings were held are as follows: 25th May, 2017, 10th August, 2017, 9th November, 2017, 8th February, 2018 and 24th February, 2018.

DIRECTORS:

Appointment by rotation :

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company Mrs. K Indira, Director of the Company will retire by rotation at this meeting and being eligible, has offered herself for re-appointment.

Independent Directors Declaration :

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

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 31st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 :

Auditorsâ observations are suitably explained in notes to the Accounts and are self-explanatory. The Company has taken steps, to make payment of Service Tax for which provision has been made in the Balance Sheet and regularize the Working Capital overdues. AUDITORS:

i) Statutory Auditors :

M/s.G.Nagendrasundaram & Co., Chartered Accountants, Hyderabad, Statutory Auditors have been appointed for a period of Five Years at the 31st Annual General Meeting until 36th Annual General Meeting subject to ratification every year at the conclusion of next 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 far below .100 Crores threshold during the year 2017-18. The Cost Auditors are not required to be appointed for the year 2018-19.

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 31st March, 2018 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 31st March, 2018 (in Form MR-3) submitted by Company Secretary in Practice is enclosed as a part of this report âAnnexure-A.

CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION 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-B 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. The Committee comprises of all 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-C. 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 :

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

RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Companyâs 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-D.

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 :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E.

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	Remuneration paid FY 2017-18 ( Lakhs)	Remuneration paid FY 2016-17 ( Lakhs)	Increase in (%)
1	Mr. K.Suryanarayana	Executive Chairman	39.12	39.12	0
2	Mr. Sridhar Kamineni	Managing Director (KMP)	49.44	49.44	0
3	Mr. Ch.Venkata Sastry	CFO (KMP)	8.46	8.46	0
4	Ms. Ramya Inala	CS (KMP) (Resigned on 31-03-2017)	0.00	1.76	0
5	Mr. D Suresh Babu	CS (KMP) (Resigned on 12-12-2017)	1.16	0.00	0

2) Particulars of Employees:

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

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.

By Order of the Board of Directors

For Oil Country Tubular Limited

Place : Hyderabad K SURYANARAYANA

Date : April 26th, 2018 Chairman

Mar 31, 2017

To the Members,

The Directors have pleasure in presenting before you the 31st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31⁸¹ March, 2017.

FINANCIAL RESULTS:

The performance during the period ended 31^8t March, 2017 has been as under: (Rs. in lakhs)

S. No.	Particulars	2016-17	2015-16
1	Gross Income	1268.04	16412.03
2	Profit/(Loss) Before Interest and Depreciation	(5899.66)	2804.76
3	Finance Charges	1829.25	1731.00
4	Gross Profit/(Loss)	(7728.91)	1073.76
5	Provision for Depreciation	2239.67	2323.46
6	Net Loss Before Tax	(9968.58)	(1249.70)
7	Provision for Tax	(1572.69)	(589.93)
8	Net Loss After Tax	(8395.89)	(659.77)
9	Balance of Profit brought forward	-	-
10	Balance available for appropriation	(8395.89)	(659.77)
11	Transfer to General Reserve	8395.89	659.77

OPERATIONS:

The Company achieved a turnover of Rs. 12.68 Crores only as against Rs. 164.12 Crores during the previous year. The very low turnover was due to the lockout of the Works for a period of two quarters. The lockout declared on Feb 22, 2016 was lifted on August 29, 2016 with improvement in the workmen situation. The Company lost major orders for Drill Pipe, Casing and Tubing during the period for which the Tenders are floated in the previous year.

The Company was not able to effectively participate in the Tenders, as the delivery is critical and time bound with provision of liquidated damages for default on deliveries.

With the commencement of the Operations from September, 2016 the Company submitted its bids for the Tenders floated which normally take four to six months for the techno-commercial evaluation and placement of Orders. The Company expects placement of Orders against these Tenders during the year 2017-18.

PROSPECTS:

Considering the evaluation process of the Tenders submitted, the Company expects to receive Orders during the current year and is hopeful of achieving a turnover of Rs. 100 Crores in the remaining period and gradually increase its turnovers in the coming years.

Much of the Oil and Gas Industry has survived an especially tough few years with weak demand and low prices. The Worldwide Rig Count as of March 31,2017 stood at 1985 as compared to 1551 as of March 31,2016. Rig Count in the US is on the rise since the middle of 2016. With the increase in the deployment of Rigs for both Oil and Gas and the increase in the crude oil prices averaging at 50 USD/ barrel, the requirement of Drill Pipes, Casing and Tubing have started to gradually increase.

The Exploration and Drilling activities in India continue to remain at steady levels irrespective of the Crude Oil prices and the number of Rigs deployed is around 115. More drilling and exploration activities are expected with the rise in the Crude Oil prices, thereby leading to an increase in the requirement of the Tubulars.

The Government of India issued Notification No.7/2017-Customs (ADD) dated 17^thFebruary, 2017 imposing Anti-Dumping Duty on the tubular products originating from China. Minimum Import Prices have been imposed on the Casing, Tubing and Drill Pipe and other tubular products to protect the Domestic Industry from injury. The ADD is applicable for five years, which will help the Domestic Industry in the International Competitive Bids floated by Oil And Natural Gas Corporation Limited and Oil India Limited.

Further Government of India under its Make in India Policy is formulating rules and procedures to give a push to the domestic industry. Government of India is expected to announce major policy changes involving compulsory value addition - mandating and incentivizing use of local components in every industry and every procurement area which includes Oil and Gas Sectors.

Both proposals viz., price preference and value addition are part of the larger plan of Government of India to boost production in India by Indian companies. These policy decisions are being taken by the Government to further accelerate âMake in India'' mission. The proposals will prepare the ground for bringing in an âIndia Firstâ or âBuy Indianâ, thus giving a tremendous push to the domestic industry including Oil and Gas.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulations of the 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. C K S 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 confirms that it has paid the Annual Listing Fees for the year 2017-18 to NSE and BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

91.09% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2017 and balance 8.91% is in physical form. The Company''s 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 5 times during the financial year from 1^st April, 2016 to 31^st March, 2017. The dates on which the meetings were held are as follows: 26^th May, 2016, 28^th July, 2016, 1^st September, 2016, 10^th November, 2016 and 9^th February, 2017.

DIRECTORS:

Appointment by rotation:

Independent Directors Declaration:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

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, 2017, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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:

The Auditors M/s.C K S Associates, Chartered Accountants, Hyderabad will be completing their tenure of ten years upon conclusion of 31^st Annual General Meeting. In accordance to Section 139 (2) (b) of the Companies Act, 2013, no listed company shall appoint or reappoint an audit firm as auditor for more than two terms of five consecutive years.

The Board of Directors in their 186^th meeting held on 25^lh May, 2017 have approved the appointment of M/s.G.Nagendra Sundaram & Co., Firm Registration No.005355S and Membership No.050283 having office at Flat No.B-502, Pasha Court, 6-3-680, Somajiguda, Hyderabad-500 082 as Auditors for a period of five years subject to approval of the shareholders.

ii) Cost Auditors:

M/s. Sagar & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31^st March, 2017 by the Board of Directors. The Cost Audit Report for the year 2015-16 has been filed under XBRL mode within the due date of filing.

iii) Secretarial Audit:

Ms.ManjulaAleti, Practicing Company Secretary in practice was appointed as Secretarial Auditor to conduct the Secretarial Audit of the Company for the year 31^st March, 2017 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, 2017 (in Form MR-3) submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

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- B to this report.

CORPORATE SOCIAL RESPONSIBILITY(CSR):

VIGIL MECHANISM:

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

RELATED PARTYTRANSACTIONS:

Related party transactions that were entered during the financial year were on an armâs length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s 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-D.

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 there under and the Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company atwww.octlindia.com under investors/ policy documents/Related Party Policy link.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E.

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:

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

S. No	Name	Designation	Remuneration paid FY 2016-17 (Rs. in lakhs)	Remuneration paid FY 2015-16 (Rs. in lakhs)	Increase in (%)
1	Mr.K.Suryanarayana	Executive Chairman	39.12	39.12	0
2	Mr.Sridhar Kamineni	Managing Director (KMP)	49.44	49.44	0
3	Mr.Ch. Venkata Sastry	CFO (KMP)	8.46	8.46	0
4	Ms. Ramya Inala	CS (KMP) (Resigned on 31-03-2017)	1.76	-	0

2) Particulars of Employees:

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this annual report in Management Discussion and Analysis.

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.

By Order of the Board of Directors

For Oil Country Tubular Limited

Place: Hyderabad

Date : 25.05.2017 K SURYANARAYANA

Chairman

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting before you the Twenty Ninth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS :

The performance during the period ended 31st March, 2015 has been as under: (Rs.In Lakhs) S.No Particulars 2014-2015 2013-2014

1 Gross Income 26364.02 35954.16

2 Profit Before Interest and 3440.41 5488.14 Depreciation

3 Finance Charges 1627.38 1630.92

4 Gross Profit 1813.03 3857.22

5 Provision for Depreciation 2185.06 2005.81

6 Net Profit Before Tax (372.03) 1851.41

7 Provision for Tax (163.10) 809.68

8 Net Profit After Tax (208.93) 1041.73

9 Balance of Profit brought forward 153.33 247.93

10 Balance available for appropriation (217.16) 1289.66

11 Proposed Dividend on Equity Shares - 885.79

12 Tax on proposed Dividend - 150.54

13 Transfer from General Reserve 217.16 100.00

14 Surplus carried to Balance Sheet - 153.33

OPERATIONS:

The Company achieved a turnover of Rs.263.64 Crores during the current year as against Rs.359.54 Crores during the previous year. The exports during the year has been Rs.192.74 Crores as compared to Rs.285.07 Crores during the previous year 2013-14. The Order Book position as on 31st March, 2015 stood at Rs.55 Crores.

During the year, there has been a steep fall in the global crude oil prices by more than 50% from a high of 115 USD/barrel, adversely affecting the exploration and drilling activities world over. The Rig Count has continued to follow the oil prices displaying some of the sharpest declines in the history. Procurement of the Company''s products by the Oil and Gas exploration companies for the fiscal year 2014-15 were deferred due to the sharp fall in the crude oil prices. For the domestic market, the tenders/bids have been announced only during March, 2015 and orders are expected to be finalized not before the first quarter of Financial Year 2016.

During the year, the workers struck work in a concerted manner from second half of 2014-15 without any notice or reasonable cause affecting the operations of the Company leading to liquidated damages due to delay in supplies. Partial operations of the Facility were possible with the Engineers and Staff. The Company incurred a loss and under the circumstances the Board of Directors have not recommended any dividend for the year 2014-15.

PROSPECTS:

The decline in the Rig Count due to the steep fall in the global crude oil prices has a direct bearing on the Drilling and Exploration activities. The current situation is expected to continue during the financial year 2015-16. The market is expected to improve slowly during the second half of the year 2015-16. With inventory available on the ground, the selling prices will be under pressure. Further, the increase in the cost of power and consumables will have an impact on the margins. During the power holidays and power restrictions period imposed by the State, the Company has no option but to purchase the power from the open access at a higher price. With the expectation of an improvement in the market conditions for Oil Drilling and Exploration during the year, the Company will endeavor to perform better than last year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. C K S Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

90.86% of the company''s paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and balance 9.14% is in physical form. The Company''s 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 6 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows :

24th April, 2014, 5th June, 2014, 23rd July, 2014, 30th October, 2014, 11th December, 2014 and 29th January, 2015. DIRECTORS:

Confirmation of Appointment :

Pursuant to the provisions of the section 161(1) of the Companies Act, 2013 read with the Articles of Association of the company, Mrs. K. Indira is appointed as Additional Director and she shall hold office only up to the date of this Annual General Meeting and being eligible offer herself for re-appointment as Director.

Appointment of Independent Directors :

Mr. A P Vitthal will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

Datuk Syed Hisham Bin Syed Wazir will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment.

The Directors state that Mr. A P Vitthal who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

The Directors state that Datuk Syed Hisham Bin Syed Wazir who is Proposed to be appointed as Independent Director possess appropriate balance of skills, expertise and knowledge and is qualified for appointment as Independent Director.

The Directors recommend the appointment of Mr. A P Vitthal and Datuk Syed Hisham Bin Syed Wazir as Independent Directors as proposed in the notice for the Annual General Meeting.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

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 31st March, 2015, 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 :

The Auditors, M/s. C K S Associates, Chartered Accountants, Hyderabad retire at this Annual General Meeting and being eligible, offer themselves for reappointment.

ii) Cost Auditors :

M/s. Sagar & Associates, Cost Accountants were appointed as Cost Auditors for auditing the cost accounts of your Company for the year ended 31st March, 2015 by the Board of Directors. The Cost Audit Report for the year 2013-14 has been filed under XBRL mode within the due date of filing.

iii) Secretarial Audit :

According to the provision of 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 submitted by Company Secretary in Practice is enclosed as a part of this report Annexure-A.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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-B 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. The Committee comprises of all Independent Directors. CSR Committee of the Board has developed a CSR Policy under Health Care activity which is enclosed as part of this report Annexure-C. 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 :

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

RELATED PARTY TRANSACTIONS :

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s 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-D.

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 :

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-E. 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:

Remuneration Remuneration paid FY paid FY S.No Name Designation 2014-15 2013-14 lakhs lakhs

1 Mr.K.Suryanarayana Executive Chairman 39.12 85.24

2 Mr.Sridhar Kamineni Managing Director 49.44 68.20 (KMP)

3 Mr.K.G.Joshi Director 55.60 52.77

4 Mr.C.S.Rao CS (KMP) 8.01 7.36

5 Mr.Ch.Venkata CFO (KMP) 8.46 7.77 Sastry

Increase in Ratio/Times remuneration per Median S.No Name from previous of employee yearlakhs remuneration

1 Mr.K.Suryanarayana (46.12) 10

2 Mr.Sridhar Kamineni (18.76) 13

3 Mr.K.G.Joshi 2.83 14 4 Mr.C.S.Rao 0.65 2

5 Mr.Ch.Venkata Sastry 0.69 2

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report in Management Discussion and Analysis.

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.

For and on behalf of the Board of Directors

Place : Hyderabad K SURYANARAYANA Date : 30.04.2015 Chairman

Mar 31, 2014

The Directors have pleasure in presenting before you the Twenty Eighth Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS:

Rs. in Lakhs)

S. No Particulars 2013-14 2012-13

1 Gross Income 35954.16 50460.24

2 Profit Before Interest and Depreciation 5488.14 9664.34

3 Finance Charges 1630.92 1742.56

4 Gross Profit 3857.22 7921.78

5 Provision for Depreciation 2005.81 1719.37

6 Net Profit Before Tax 1851.41 6202.41

7 Provision for Tax 809.68 2608.76

8 Net Profit After Tax 1041.73 3593.65

9 Balance of Profit brought forward 247.93 383.77

10 Balance available for appropriation 1289.66 3977.42

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend 150.54 143.70

13 Transfer to General Reserve 100.00 2700.00

14 Surplus carried to Balance Sheet 153.33 247.93

OPERATIONS:

The Company achieved a turnover of Rs. 359.54 Crores during the current year, as against Rs. 504.60 Crores during the previous year. The Exports during the year has been Rs. 285.07 Crores as against Rs. 454.51 Crores during the previous year 2012-13. The Order Book position as on 31st March, 2014 stood at Rs. 127.78 Crores, which includes Rs. 72.28 Crores of Export Orders.

The slowing down of the economy has severely impacted the sales during the current year. Further, the United States International Trade Commission initiated Antidumping and Countervailing investigations on certain Oil Country Tubular Goods (OCTG) on July 02, 2013 on import of OCTG from India, South Korea, Philippines, Saudi Arabia, Taiwan, Thailand, Turkey, Ukraine and Vietnam based on the petitions iled by the US Producers. The final determination of Antidumping and Countervailing duties is expected around August 2014. The US Customers, under the circumstances, slowed down the procurement of the OCTG, affecting the sales to the US market.

The increase in the cost of power, fuel and the consumables had adversely impacted the profitability and stressed the margins.

DIVIDEND:

Your Directors are pleased to recommend a dividend of Rs. 21- per Equity Share of Rs. 10/- each, i.e.,20% for the financial year 2013-14 subject to approval of the Shareholders in the Annual General meeting.

PROSPECTS:

The slowdown in the Drilling and Exploration activities due to slowing down of the economy are expected to continue during the year 2014-15. The Company will strive to achieve around 10% growth in sales during the year 2014-15. The selling price of OCTG products is expected to continue to remain under pressure due to excess inventory available in the market. The increased power, fuel and consumables cost will have an impact on the margins. The Company has no other option but to purchase Power from the open access at a higher price due to shortage of Power generation in the State.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure -1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees forth year 2014-2015 to NSE and BSE where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

90.65% of the company''s paid up Equity Share Capital is in dematerialized form as on 31- March, 2014 and balance 9.35% is in physical form.

The Company''s Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Dr. T S. Sethurathnam will retire by rotation at the ensuing annual general meeting and, being eligible, offer himself for reappointment.

Mr. K. V. Ravindra Reddy will retire by rotation at the ensuing annual general meeting and, being eligible offer, himself for reappointment.

Your Directors state that Dr. T S. Sethurathnam and mr. K. V. Ravindra Reddy who are proposed to be appointed as Independent Directors possess ap ropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Your Directors recommend the appointment of Dr. T S. Sethurathnam and mr. K. V. Ravindra Reddy as Independent Directors, as proposed in the notice for the Annual General Meeting.

DIRECTOR''S RESPONSIBILITY STATEMENT:

As re fired under section 217 (2AA) of the companies act, 1956 Directors of your Company hereby state and confirm that:

1. the applicable Accounting Standards have been followed in preparation of annual accounts;

2. the accounting policies selected were applied consistently and the judgments and estimates made are reasonable and prudent so as to five a true and fair view of the State of affairs of the Company as at 31- march, 2014 and of the profit for the year ended on that date;

3. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis;

AUDIT OBSERVATIONS:

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

AUDITORS:

The Auditors, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment.

CORPORATE GOVERNANCE AND SHAREHOLDERS'' INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure II).

Certificate from the Statutory Auditors of the company m/s C K S Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors'' Report) Rules, 1988 is given in the (Annexure III) to this report.

HUMAN RESOURCES:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

CORPORATE SOCIAL RESPONSIBILITY:

In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors.

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 Activities, 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 employees of the Company at all levels.

Regd. Office : For and on behalf of the Board of Directors

"Kamineni", 3rd Floor

King Koti

Hyderabad - 500 001, (A.P.) K. SURYANARAYANA

Chairman

Date: 24.04.2014

Mar 31, 2013

The Directors have pleasure in presenting the Twenty Seventh Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2013 and Auditors report thereon.

OPERATIONS:

The Company has achieved a turnover of Rs. 504.60 Crores during the current year, as against Rs. 480 Crores during the previous year. The Exports during the year has been Rs. 454.51 Crores as against Rs. 416.22 Crores during the previous year 2011-12. The Order Book position as on 31st March,2013 stood at Rs. 135.54 Crores, which includes Export Orders of Rs. 102.41 Crores.

The Exploration Activities had slowed down during the second half of the Year 2012-13 and the Market did not pickup as expected. The prices came under pressure due to the slowing down of the economy and the cautious purchasing of the distributors. The substantial increase in the cost of Power and Fuel had an impact on the profitability of the Company. The uncertainty in the Power availability effected the operations of the Company thereby affecting the top line and the margins. The Company had to purchase the Power from the Open Access to continue the Operations at a higher cost.

In September 2012, the Company commissioned 0.8 MW Wind Turbine Generator located in Roddam Mandal in Ananthapur District under Renewable Energy Certificate mechanism, as part of the Green initiative in reducing the Carbon emissions and towards meeting the Renewable Power Purchase Obligations for consuming Power through Open Access.

FINANCIAL RESULTS:

2012-2013 2011-2012 S. No. Particulars (Rs. In Lakhs) (Rs.. In Lakhs)

1 Gross Income 50460.24 47999.67

2 Profit Before Interest and Depreciation 9664.34 7838.55

3 Finance Charges 1742.56 1148.50

4 Gross Profit 7921.78 6690.05

5 Provision for Depreciation 1719.37 1038.62

6 Net Profit before tax 6202.41 5651.43

7 Provisions For Tax 2608.76 1823.93

8 Net Profit after tax 3593.65 3827.50

9 Balance of Profit brought forward 383.77 285.76

10 Balance available for appropriation 3977.42 4113.26

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend 143.70 143.70

13 Transfer to General Reserves 2700.00 2700.00

14 Surplus carried to Balance Sheet 247.93 383.77

Dividend:

The Board of Directors of the Company are pleased to recommend dividend of Rs.2/- for each Equity Share of Rs.10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2013 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

The slowdown in the Drilling Operations are expected to continue during the next year and the selling prices of the OCTG Products remain under pressure due to demand being on the lower side and supply on the higher side. Rig counts are at a low point and the energy prices are down. The current market conditions are not favorable and the turnover during the year 2013-14 is expected to be around Rs. 500 Crores. The profitability during the next year is likely to remain under stress due to the higher power and fuel costs and the pressure on the pricing due to the on ground inventories and lower demand fueled with economic uncertainty.

The Power situation in the State continues to be acute. There are Power holidays for nearly 12 days a month and peak load restrictions, thereby adversely affecting the manufacturing.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2013-2014 to NSE and BSE, where the Company''s Shares are listed.

DEMATERIALISATION OF SHARES:

90.36 % of the company''s paid up Equity Share Capital is in dematerialized form as on March 31st, 2013 and balance 9.64 % is in physical form.

The Company''s Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Datuk Syed Hisham Bin Syed Wazir retires on rotation and being eligible offer himself for re - appointment.

Mr. A P Vitthal retires on rotation and being eligible offer himself for re - appointment.

The Directors recommend appointment / reappointment as proposed in the notice for the Annual General Meeting.

THE DIRECTOR''S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March, 2013 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

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

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards of good corporate governance and has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. Report on Corporate Governance along with the Certificate of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-II)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors'' Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-III).

PERSONNEL:

There are no employees as on date on the rolls of the Company who are in receipt of Remuneration which requires disclosures under Section 217 (2A) of Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975.

During the year under review, relationship with the employees is cordial.

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 Activities, Financial Institutions, 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 employees of the Company at all levels.

Regd. Office : For and on behalf of the Board of Directors

"Kamineni", 3rd Floor

King Koti

Hyderabad - 500 001 (A.P) K. SURYANARAYANA

Date: 25.04.2013 Chairman

Mar 31, 2012

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2012 and Auditors report thereon.

OPERATIONS:

The Company has achieved a turnover of Rs 480.00 Crores during the current year 2011-12, as against Rs 328.15 Crores during the previous year. The exports during the year has also increased from Rs 315.63 Crores during the previous year to Rs 416.22 Crores during the year 2011-12 registering a growth of 31%. The order book position as on 31st March, 2012 is Rs 268 Crores out of which export orders account for Rs 200 Crores.

During the year 2011-12 the Company has successfully implemented the Expansion Project of New Heat Treatment and End Finishing Facility and the Commissioning will be completed by May, 2012, thereby increasing the manufacturing capacity by 150,000 MT and the overall capacity will be 250,000 MT.

FINANCIAL RESULTS:

2011-2012 2010-2011 S.No (Rs. In Lakhs) (Rs. In Lakhs)

1 Gross Income 47999.67 32815.32

2 Profit Before Interest and Depreciation 7838.55 6303.97

3 Finance Charges 1148.50 880.89

4 Gross Profit 6690.05 5423.08

5 Provision for Depreciation 1038.62 846.22

6 Net Profit before tax 5651.43 4576.86

7 Provisions For Tax 1823.93 1529.47

8 Net Profit after tax 3827.50 3047.39

9 Balance of Profit brought forward 285.76 267.86

10 Balance available for appropriation 4113.26 3315.25

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend1 43.70 143.70

13 Transfer to General Reserves 2700.00 2000.00

14 Surplus carried to Balance Sheet 383.77 285.76

Dividend:

The Board of Directors of the Company are pleased to recommend dividend of Rs 2/- for each Equity Share of Rs10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2012 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

With the growing demand of the Company's products due to increase in the Oil and Gas Exploration Activities, the Company has targeted a turnover of Rs 600 Crores during the year 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2012-2013 to NSE and BSE, where the Company's Shares are listed.

DEMATERIALISATION OF SHARES:

90.19 % of the company's paid up Equity Share Capital is in dematerialized form as on March 31st, 2012 and balance 9.81 % is in physical form.

The Company's Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Dr. T S Sethurathnam retires on rotation and being eligible offer himself for re - appointment.

Mr. K V Ravindra Reddy retires on rotation and being eligible offer himself for re - appointment.

Mr. A P Vitthal Additional Director, appointed by the Board ceases to be a director at this Annual General Meeting. A notice was received from a shareholder for his appointment as director along with a deposit of Rs 500/- as required U/s 257 of the Companies Act, 1956.

The Directors recommend appointment / reappointment as proposed in the notice for the Annual General Meeting.

THE DIRECTOR'S RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March, 2012 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

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

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards of good corporate governance and has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. Report on Corporate Governance along with the Certificate of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-II)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors' Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-III).

PERSONNEL:

The Company had 7 persons, who were in receipt of remuneration of not less than Rs 24,00,000 during the year ended 31st March, 2012 or not less than Rs 2,00,000 per month during any part of the said year.

However, as per the provision of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Director's Report and Accounts are being sent to all the Shareholders excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

During the year under review, relationship with the employees is cordial.

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 Activities, Financial Institutions, 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 employees of the Company at all levels.

Read. Office : For and on behalf of the Board of Directors

"Karnineni", 3rd Floor

King Koti

Hyderabad - 500 001 (A.P) K. SURYANARAYANA

April 26th 2012 Chairman

Mar 31, 2011

The Directors have pleasure in presenting the Twenty Fifth Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2011 and Auditors report thereon.

OPERATIONS :

The Company achieved a turnover of Rs.328.15 Crores inclusive of Rs.222.18 Crores of Exports as against previous year turnover of Rs.334.73 Crores inclusive of Rs.226 Crores of Exports. The turn- over has been less than that of the previous year due to subdued Oil exploration activities in the first half of 2010. The order Book position as on 31st March, 2011 is Rs.250 Crores out of which Export orders are to the tune of Rs. 80 Crores.

FINANCIAL RESULTS:

S.No 2010-2011 2009-2010 (Rs. In Lakhs) (Rs. In Lakhs)

1 Gross Income 32815.32 33473.02

2 Profit Before Interest and Depreciation 6253.79 10608.66

3 Finance Charges 830.71 173.38

4 Gross Profit 5423.08 10435.27

5 Provision for Depreciation 846.22 698.63

6 Net Profit before tax 4576.86 9736.64

7 Provisions For Tax 1529.47 4153.07

8 Net Profit after tax 3047.39 5583.57

9 Balance of Profit brought forward 267.86 220.62

10 Balance available for appropriation 3315.25 5804.19

11 Proposed Dividend on Equity Shares 885.79 885.79

12 Tax on proposed Dividend 143.70 150.54

13 Transfer to General Reserves 2000.00 4500.00

14 Surplus carried to Balance Sheet 285.76 267.86

Dividend:

The Board of Directors of the Company are pleased to recommend dividend of Rs.2/- for each Equity Share of Rs. 10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March,2011 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

The Oil and Gas Exploration activities continued to remain subdued during the first half of the year 2010-11. During the second half of the year, the Oil and Gas exploration activities have shown signs of increase, especially in the North America market. The number of active Rigs has gone to the levels of 1700 in North America in addition to 1147 Rigs in the International Market. However, with the availability of stocks on ground there was not much purchasing done by the Drilling Contractors and Distributors. There was initially redeployment of the available material to carry the oil exploration and drilling activities which directly had an impact on the sales during the year 2010-11.

With the number of rigs deployment increasing and depletion of the available stock materials, the active purchasing of the products showed signs of improvement in the last quarter of the year. This was much supported by the high Crude Oil prices of 115 USD / barrel, though the Natural Gas prices still remain to be below 5 USD / mmBTu. The political situation in the Middle East had a bearing on the price of the crude oil. With the price of 115 USD/barrel, the drilling activities are expected to be on the rise. The Company expects to increase the turnover to Rs. 400 Crores during the year 2011-12. The profitability is expected to marginally improve over the previous year as majority of the sales would be Casing.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2011 -2012 to NSE and BSE, where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

85.87 % of the companys paid up Equity Share Capital is in dematerialized form as on March 31st, 201 Land balance 14.13 % is in physical form.

The Companys Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad - 500 034.

DIRECTORS:

Dr. N S Datar retire on rotation and being eligible offer himself for re-appointment.

During the year Dato Dr. Abdul Halim Bin Harun has resigned as Director from the Board with effect from 21.10.2010. The Board placed on record its appreciation for the valuable services rendered by Dato Dr. Abdul Halim Bin Harun during his tenure as Director on the Board of your Company.

Datuk Syed Hisham Bin Syed Wazir, Additional Director, appointed by the Board ceases to be a director at this Annual General Meetng. A notice was received from a shareholder for his appointment as director along with a deposit of Rs.500/- as required U/s 257 of the Companies act, 1956.

The Directors recommend appoinment / reappointment as proposed in the notice for the Annual General Meeting.

THE DIRECTORS RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31 st March, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2011 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31 st March, 2011 has been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

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

CORPORATE GOVERNANCE :

Your Company is committed to maintain standards of good corporate governance and has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. Report on Corporate Governance along with the Certificate of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-ll)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO :

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-lll).

PERSONNEL:

The Company had 3 persons who were in receipt of remuneration of not less than Rs.24,00,000 during the year ended 31st March, 2011 or not less than Rs.2,00,000 per month during any part of the said year.

However, as per the provision of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the Shareholders excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

During the year under review, relationship with the employees is cordial.

ACKOWLEDGEMENT:

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 Activities, Financial Institutions, 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 employees of the Company at all levels.

Regd. Office: For and on behalf of the Board Directors

108, Kanchanjunga

King Koti Road

Hyderabad-500001 K.SURYANARAYANA

Date: 28.04.2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the Business of the Company and the Audited Statements of Accounts for the year ended 31st March, 2010 and Auditors report thereon.

OPERATIONS :

The Company achieved a turnover of Rs.334.73 Crores inclusive of Rs.226 Crores of Exports as against previous year turnover of Rs.422 Crores inclusive of Rs.209 Crores of Exports. The turnover has been less than that of the previous year due to global recessionary conditions and logistic issues for 2-3 Months. The profitability has marginally improved over the previous year by varying the product mix and the lower cost of raw materials. The Order Book position as on 31st March, 2010 is Rs.82.22 Crores with an additional orders worth Rs.100 Crores in pipeline. The orders on hand are mostly for Export market.

FINANCIAL RESULTS:

2009-2010 2008-2009 (Rs. In Lakhs) (Rs. in Lakhs)

1. Gross Income 33473.02 42209.11

2. Profit Before Interest and Depreciation 10608.65 10074.96

3. Finance Charges 173.38 215.81

4. Gross Profit 10435.27 9859.15

5. Provision for Depreciation 698.63 747.89

6. Net Profit before tax 9736.64 9111.26

7. Provisions For Tax 4153.07 2617.47

8. Net Profit after tax 5583.57 6493.79

9. Balance of Profit brought forward. 220.62 3004.07

10. Balance available for appropriation 5804.19 9497.86

11. Proposed Dividend on Equity Shares 885.79 664.34

12. Tax on proposed Dividend 150.54 112.90

13. Transfer to General Reserves 4500.00 8500.00

14. Surplus Carried to Balance Sheet 267.86 220.62

Dividend :

The Board of Directors of the Company are pleased to recommend dividend of Rs.2/- for each Equity Share of Rs. 10/- each on the Equity Share Capital of the Company for the Financial Year ended 31st March, 2010 subject to approval of the Shareholders in the Annual General Meeting.

PROSPECTS:

The Oil and Exploration Activities, which were reduced drastically due to global meltdown and recession during the year 2009-10 has shown signs of recovery in the last 2-3 Months, as there has been significant increase in the rig count during the last 3-4 Months and the activities are increasing further, resulting in further increase in the Rig Count. Also, the inventory levels of Oil Country Tubular Goods (OCTGs.) which were very high during the year 2009 are almost depleted and the operators have initiated procurement action for the Tubulars required for operations during the current financial year (2010-11). The Company has also penetrated into the USA Market where the demand for Oil Country Tubular Goods is to the tune of Six Million Tonnes. The Company has successfully implemented its expansion plans of Casing manufacturing capacity to 150,000 MT p.a., to meet the increased demand of Tubulars in the Domestic and Global Market. The Seamless Pipe Plant setup by United Seamless Tubulaar Pvt. Ltd is expected to go on stream and stabilize production by July/August, 2010 and will be a source of supply of Green pipes of required quality and at competitive price to the Company. The prospects for the Company for the year 2010-11 are bright and the Company is expected to achieve a turnover of Rs.400 to 425 Crores with improved capacity utilization and increased profitability.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure-1).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2010-2011 to NSE and BSE, where the Companys Shares are listed.

DEMATERIALISATION OF SHARES:

80.29% of the companys paid up Equity Share Capital is in dematerialized form as on March 31st, 2010 and balance 19.71 % is in physical form.

The Companys Registrars are M/s XL Softech Systems Ltd., 3 Sagar Society, Road No.2, Banjara Hills, Hyderabad-500 034 (A. P).

DIRECTORS:

Dr.T.S.Sethurathnam and Shri. K.V.Ravindra Reddy retire on rotation and being eligible offer themselves for reappointment. Your Directors recommend reappointment as proposed in the Notice for the Annual General Meeting.

THE DIRECTORS RESPONSIBILITY STATEMENT (UNDER SECTION 217 (2AA) OF COMPANIES ACT, 1956)

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following Statement in terms of Section 217 (2AA) of the Companies Act, 1956.

1. That in the preparation of the Annual Accounts for the year ended 31st March, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

2. That such accounting policies as mentioned in Notes on Accounts have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the State of affairs of the Company at the Financial year 31st March,2010 and of the profit of the Company for that year.

3. That proper and sufficient care has been taken for 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.

4. That the Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

AUDITORS:

The Auditors of the Company, M/s C K S Associates, Chartered Accountants, Hyderabad retire at the ensuing Annual General Meeting and are eligible for reappointment.

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

CORPORATE GOVERNANCE:

Your Company is committed to maintain standards of good corporate governance and has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. Report on Corporate Governance along with the Certificate of the Auditors M/s C K S Associates confirming compliance of conditions of Corporate Governance form part of the Annual Report. (Annexure-ll)

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Information required under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Directors Report) Rules 1988 is given in the Annexure forming part of this report (Annexure-lll).

PERSONNEL:

The Company had 3 persons who were in receipt of remuneration of not less than Rs.24, 00,000 during the year ended 31 st March, 2010 or not less than Rs. 2,00,000 per month during any part of the said year.

However, as per the provision of Section 219 (1) (b) (IV) of the Companies Act, 1956, the Directors Report and Accounts are being sent to all the Shareholders excluding the statement of particulars of employees. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

During the year under review, relationship with the employees is cordial.

ACKOWLEDGEMENT:

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 Activities, Financial Institutions, 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 employees of the Company at all levels.

Regd Office: For and on behalf of the Board Directors

108, Kanchenjunga

King Koti Road K.SURYANARAYANA

Chairman Hyderabad-500 001 Date: 24.04.2010

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