Mar 31, 2018
To the Members,
The Directors present the 34th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2018.
FINANCIAL RESULTS (Rs. in crore)
2017-18 |
2016-17 |
|
Revenue from Operations |
148.94 |
371.60 |
Other Income |
44.81 |
26.17 |
Total Income |
193.75 |
397.77 |
Profit before Tax |
(27.83) |
23.69 |
Less: Provision for Tax |
||
Current |
- |
7.52 |
Deferred |
(12.35) |
(0.80) |
Profit after Tax |
(15.47) |
16.97 |
Other Comprehensive Income |
0.36 |
(1.06) |
Total Comprehensive Income |
(15.11) |
15.91 |
RESULTS OF OPERATIONS
Total Income of the Company during the year was â193.75 crore as against Rs. 397.77 crore in the previous year The Company incurred loss of Rs. 27.83 crore as against profit of Rs. 23.69 crore in the previous year and net loss of Rs. 15.47 crore as against net profit of Rs. 16.97 crore in the previous year
During the year the Company was operating one Jack up Rig, Eight Directional Drilling units (on average basis) and eleven Mud logging units.
DIVIDEND
Your Directors are pleased to recommend dividend of Rs. 0.50 (i.e. 10%) per equity share of Rs. 5/- each, for the year ended 31st March, 2018, subject to the approval of the members at the ensuing Annual General Meeting.
TRANSFER TO RESERVES
During the year, no amount is proposed to be transferred to General Reserves.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures. The Audited Consolidated Financial Statements along with Auditorsâ Report thereon forms part of this Annual Report.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies namely Discovery Drilling Pte. Ltd. (DDPL), Singapore and Virtue Drilling Pte. Ltd. (VDPL), Singapore.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Raghav Jindal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors has appointed Shri Raghav Jindal as Managing Director of the Company for the period of 5 years w.e.f 13th August, 2018.
Shri Hemant Kumar Khanna had resigned from the Directorship of the Company as well as Whole Time Director on 22nd September; 2017. The Board put on record, its appreciation of the contribution made by Shri Hemant Kumar Khanna during his tenure.
Shri Radhey Shyam Gupta was appointed as Chief Executive Officer of the Company w.e.f. 2nd February 2018. He was also designated as Key Managerial Person in the capacity of Chief Executive Officer of the Company
Brief resume of Director proposed to be appointed/ re-appointed is furnished in the notice of Annual General Meeting.
All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year 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 Company Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri Radhey Shyam Gupta, Chief Executive Officer Shri Pawan Kumar Rustagi, Chief Financial Officer and Shri Rajeev Ranjan, Company Secretary.
BOARD MEETINGS
During the year 2017-18, 4 (Four) meetings of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report, which forms part of this report.
BOARD EVALUATION
The Board of Directors has carried out the Annual performance evaluation of its own, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.
Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION
The Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Directorsâ Report.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for the FY 2009-10 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com.
RISK MANAGEMENT
Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continued to be top priority at working site. The Companyâs business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.
The Board has approved the Risk Management Policy of the Company and authorized the Audit Committee to implement and monitor the Risk Management plan for the Company and also identify and mitigate the various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section I34(5)(e) of the Companies Act, 2013 the Company has in place adequate Internal Financial Controls with reference to the Financial Statements. Audit Committee periodically reviews the adequacy of internal financial controls.
During the year such controls were tested and no reportable material weaknesses in the design or operation were observed.
DIRECTORSâ RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, your Directors state:
(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there are no material departures;
(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made 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 financial year and of the loss of the Company for that period;
(iii) that proper and sufficient care has been taken 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;
(iv) that the Annual Accounts for the year ended 31st March, 2018 have been prepared on a going concern basis.
(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
(vi) that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013 the extract of the Annual Return in the prescribed form MGT-9 is annexed with this Report.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Shri K. K. Khandelwal, Chairman, Shri D. PJindal and Shri Vijay Kaushik as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
VIGIL MECHANISM
The Company has adopted a Whistle blower policy and has established the necessary Vigil Mechanism for Directors and employees to report concerns about unethical behavior; actual or suspected fraud or violation of the Companyâs Code of conduct. The said policy has been disclosed on the Companyâs website under the web link http://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR Policy may be accessed on the website of the Company.
The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an armâs length basis.
Information on transactions with related parties pursuant to Section I34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report along with Auditorsâ Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Companyâs performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.
AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder M/s Kanodia Sanyal & Associates, Chartered Accountants (FRN-008396N), were appointed as Statutory Auditors of the Company from the conclusion of 33rd Annual General Meeting of the Company until the conclusion of 38th Annual General Meeting.
The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-I and SS-2 relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively have been duly followed by the Company.
SECRETARIAL AUDIT
The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report for the year ended 31st March, 2018 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
FIXED DEPOSITS
The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information in accordance with the provisions of Section I34(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report.
Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate office of the Company
COST RECORDS
The maintanance of cost records, as specified by the Central Government under sub-section (I) of Section 148 of the Companies Act, 20I3 is not required by the Company and accordingly such accounts and records are not being maintained.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 3Ist March, 20I8 and till the date of this report.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GAIL, GSPC, Banks & Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.
For & on behalf of the Board
Place : Gurgaon D. P. JINDAL
Dated : I3th August, 20I8 Chairman
Mar 31, 2015
To the Members,
The Directors present the 31st Annual Report along with Audited
Financial Statements of the Company for the year ended 31st March,
2015.
FINANCIAL RESULTS
2014-15 2013-14
Total Income 475.04 772.20
Profit before Depreciation 73.36 78.28
Less: Depreciation 14.01 10.82
Profit before Tax 59.35 67.46
Less: Provision for Tax
Current 18.01 19.74
Deferred (0.22) (1.47)
Earlier years 0.83 -
Profit after Tax 40.73 49.20
Balance brought forward from previous
year 216.06 178.56
Profit available for appropriation 256.79 227.76
Appropriations :
Transfer to General Reserve 10.00 10.00
Proposed Dividend 1.45 1.45
Dividend Distribution Tax 0.29 0.25
Adjustment relating to Fixed Assets 0.25 -
Balance carried forward to Balance sheet 244.80 216.06
256.79 227.76
DIVIDEND
Your Directors are pleased to recommend dividend of Rs. 0.50/- (i.e. 10
%) per equity share of Rs. 5/- each, for the year ended 31st March, 2015.
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 475.04 crore as
against Rs. 772.20 crore in the previous year. The profit before tax
during the year was Rs. 59.35 crore as against Rs. 67.46 crore in the
previous year. Profit after tax was Rs. 40.73 crore as against Rs. 49.20
crore in the previous year
During the year, the Company was operating rig fleet of two Jack up
Rigs, eleven Directional Drilling units along with split units on call
and thirteen Mud logging units.
No material changes affecting the financial postion of the company have
occured between the end of the financial year and the date of report.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies as on 31st March, 2015,
namely, Discovery Drilling Pte. Limited (DDPL), Singapore and Virtue
Drilling Pte. Limited (VDPL), Singapore.
The working of both the Joint Venture Companies are reported to be as
envisaged and rigs owned by the said Companies are operating under
their respective contracts.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri D. P. Jindal, Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Shri D. P. Jindal had tendered his resignation as Whole Time Director
of the Company w.e.f 31st March, 2015.
All the Independent Directors of the Company 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.
Items seeking your approval on the above are included in the Notice
convening the Annual General Meeting.
BOARD MEETINGS
Seven meetings of the Board were held during the year. The details of
which are given in the Corporate Governance Report.
BOARD EVALUATION
The Board of Directors has carried out an Annual evaluation of its own
performance, Board Committee and Individual Directors, pursuant to the
provisions of the Act and under Clause 49 of the Listing Agreements.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as
Board composition and structures, effectiveness of Board processes,
information and functioning etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such
as the composition of committees, effectiveness of committee meetings
etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors on the basis of the criteria
such as contribution of the Individual Director to the Board and
Committee meetings.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of directors and other matters provided in Section 178(3)
of the Companies Act, 2013 has been disclosed in the corporate
governance report, which forms part of the Directors' Report.
RISK MANAGEMENT
Adequate measures have been adopted by the Company to anticipate, plan
and mitigate the spectrum of risks it faces. All manufacturing sites
are analyzed to minimize risks associated with protection of
environment, safety of operations and health of people at work and
monitored regularly with reference to statutory regulation and
guidelines. Improving work place safety continued to be top priority at
manufacturing site. The company's business operations are exposed to
a variety of financial risks such as market risks (foreign exchange
risk, internal rate risk and price risk). Liquidity risk etc.
The Board of the Company has approved the Risk management Policy of the
Company and authorized the Audit Committee to implement and monitor the
risk management plan for the Company and also identify and mitigate
various element of risks, if any, which in the opinion of the Board may
threaten the existence of the Company.
INTERAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
were observed.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act, 2013, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2015, the applicable accounting standards had been followed
and there are no material departures.
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made 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 financial year and of the profit and loss of the Company for
that period;
(iii) that proper and sufficient care has been taken 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; and
(iv) that the Annual Accounts for the year ended 31st March, 2015 have
been prepared on a going concern basis.
(v) that the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(vi) that the directors had devised proper system to ensure compliance
with the provisions of all applicable laws and that such system were
adequate and operating effectively.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed with this Report.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Shri K K Khandelwal,
Chairman, Shri D. P. Jindal and Shri Vijay Kaushik as its other
members. The terms of reference are in conformity with the requirements
of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
VIGIL MECHANISM
The Company has adopted a Whistle blower policy and has established the
necessary vigil mechanism for Directors and employees to report
concerns about unethical behavior, actual or suspected fraud or
violation of the Company's Code of conduct. The said policy has been
disclosed on the Company's website under the web link
http://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities, which has been
approved by the Board. The CSR Policy may be accessed on the website of
the Company. The Annual Report on CSR activities in the format
prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed with this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments have been
disclosed in the financial statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company
with the related parties during the year were in the ordinary course of
business and on an arm's length basis.
During the year, the Company had not entered into any contract/
arrangement/transaction with the related parties which could be
considered material in accordance with the policy of the Company on
materiality of related party transactions.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, Corporate Governance Report along with Auditors'
Certificate regarding compliance of conditions of Corporate Governance
has been annexed as part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your company's performance is discussed in the
Management Discussion and Analysis Report which forms part of this
Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has constituted an Internal Complaint Committee under
Section 4 of the Sexual Harrassment of Women at Workplace (Prevention,
Probhition and Redressal) Act, 2013. During the year no complaint was
filed before the said Committee.
AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and rules framed thereunder, M/s. G. Sanyal & Co., Chartered
Accountants, were appointed as Statutory Auditors of the Company from
the conclusion of 30th Annual General Meeting of the Company held on
26th September, 2014 till the conclusion of 35th Annual General
Meeting, subject to the ratification of their appointment at every
Annual General Meeting.
The observations of the Auditors are explained wherever necessary in
the appropriate Notes on Accounts. The Auditors' Report does not
contain any qualification, reservation or adverse remark.
SECRETARIAL AUDIT
The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company
Secretary in practice to conduct Secretarial Audit for the financial
year 2014-15. The Secretarial Audit Report for the year ended 31st
March, 2015 is annexed herewith as an annexure to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
FIXED DEPOSITS
The Company has not accepted any deposits from Public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the Balance Sheet.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section I34(3)(m)
of the Companies Act, 2013, read with the Companies (Accounts) Rules,
2014 is annexed hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 197(12) of the
Companies Act, 2013 (Act) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
forms part of this report.
However, in pursuance of Section 136(1) of the Act, this report is
being sent to the shareholders of the Company excluding the above
information. The said information is available for inspection by the
shareholders at the registered office of the Company during working
hours upto the date of ensuing Annual General Meeting and any member
interested in obtaining such information may write to the Company
Secretary at the Corporate office of the Company.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and
co-operation received from Central and State Governments, Clients viz.
ONGCL, Oil India, GSPC, Geo Enpro, Selan, Essar Oil, JTI, Banks &
Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees and associates at
all levels.
For & on behalf of the Board
Place : Gurgaon D. P. JINDAL
Dated : 5th August, 2015 Chairman
Mar 31, 2014
To the Members,
The Directors present the 30th Annual Report along with Audited
Accounts of the Company for the year ended 31st March, 2014.
FINANCIAL RESULTS
(Rs. in crore)
2013-14 2012-13
Total Income 772.20 829.67
Profit before Depreciation 78.28 103.73
Less:Depreciation 10.82 10.68
Profit before Tax 67.46 93.05
Less: Provision for Tax-Current 19.74 31.06
Deferred (1.47) (3.91)
- Earlier years - 0.08
Profit after Tax 49.20 65.82
Balance brought forward from
previous year 178.56 120.74
Profit available for
appropriation 227.76 186.56
Appropriations
-Transfer to General Reserve 10.00 6.50
-Proposed Dividend 1.45 1.28
- Dividend Distribution Tax 0.25 0.22
- Balance carried forward
to Balance sheet 216.06 178.56
227.76 186.56
DIVIDEND
Your Directors are pleased to recommend dividend of R 0.50/- (i.e. 10%)
per equity share of R 5/- each, for the year ended 31st March, 2014.
OPERATIONS
Total income of the Company during the year was R 772.20 crore as
against R 829.67 crore in the previous year. The profit before tax
during the year was R 67.46 crore as against R 93.05 crore in the
previous year. Profit after tax was R 49.20 crore as against R 65.82
crore in the previous year
The Company has been operating rig fleet of two Jack up Rigs, ten
Directional Drilling units along with split units on call and eleven
Mud logging units.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies, namely, Discovery
Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited
(VDPL), Singapore.
The working of both the Joint Venture Companies are reported to be as
envisaged and rigs owned by the said Companies are operating under
their respective contracts.
DIRECTORS
As per provisions of the Companies Act, 2013 not less than two third of
the Directors other than Independent Directors would be liable to
retire by rotation. In compliance of the said provisions Shri Raghav
Jindal, Managing Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
The Board has appointed Mrs. Saroj Bhartia as Additional Director of
the Company on 24th May, 2014. She holds office upto the date of the
ensuing Annual General Meeting.
Pursuant to Section 149 of the Companies Act, 2013, your Directors are
seeking appointment of Shri K K Khandelwal and Shri Vijay Kaushik as
Independent Directors for a period of five years.
The Company has received notices under Section 160 of the Companies
Act, 2013 along with deposit of requisite amount from members proposing
the candidature of above Directors of the Company.
Items seeking your approval on the above are included in the Notice
convening the Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2014, the applicable accounting standards have been
followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made 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 financial year and of the profit of the Company for that
period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Annual Accounts for the year ended 31st March, 2014 have
been prepared on a going concern basis.
AUDIT COMMITTEE
The Audit Committee of the Company consists of Shri K K Khandelwal,
Chairman and Shri D. P. Jindal and Shri Vijay Kaushik, as its other
members. The Board of Directors of your Company has revised its terms
of reference to be in conformity with the requirements of Section 177
of the Companies Act, 2013 and revised Clause 49 of the Listing
Agreement.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Directors have constituted the Corporate Social Responsibility
Committee, comprising Shri. Raghav Jindal as the Chairman and Shri K K
Khandelwal and Shri Vijay Kaushik, as its other members.
The said Committee has been entrusted with the responsibility of
formulating and recommending to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the activities to be
undertaken by the Company, monitoring the implementation of the
framework of the CSR Policy and recommending the amount to be spent on
CSR activities.
NOMINATION AND REMUNERATION COMMITTEE
Your Directors have constituted the Nomination and Remuneration
Committee, comprising Shri. K K Khandelwal as the Chairman and Shri
Vijay Kaushik and Mrs. Saroj Bhartia, as its other members.
The said Committee has been entrusted to formulate the criteria for
determining qualification, positive attributes and independence of a
Director and recommend to the Board a policy relating to remuneration
for the Directors, key managerial personnel and other employees,
formulation of criteria for evaluation of independent Directors and the
Board, devising a policy on Board diversity, identifying persons who
are qualified to become Directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to
the Board their appointment and removal etc.
STAKEHOLDERS'' RELATIONSHIP COMMITTEE
Your Directors have renamed the ''Shareholders''/lnvestors''
Grievance cum Share Transfer Committee'' as ''Stakeholders''
Relationship Committee'', with revised terms of reference in
accordance with provisions of the Companies Act, 2013 and Clause 49 of
the listing agreement.
CORPORATE GOVERNANCE REPORT
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance along with
Auditors'' certificate on its compliance has been annexed as part of
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company''s performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts, which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from time
to time on due dates, to Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amount lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on 30th
September, 2013 (date of last Annual General Meeting) on the
Company''s website (www.jindal.com) as also on the Ministry of
Corporate Affairs'' website.
AUDITORS
M/s. G. Sanyal & Co., Chartered Accountants, the retiring Auditors,
hold office until conclusion of the ensuing Annual General Meeting. The
Statutory Auditors have confirmed their eligibility and willingness to
accept the office on re-appointment.
The observations of the Auditors are explained wherever necessary in
the appropriate Notes on Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this report.
However, in pursuance of Section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to shareholders of the Company
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the Corporate
Office of the Company.
FIXED DEPOSITS
The Company has not accepted any Public Deposits and as such no amount
either on account of principal or interest on Public Deposits was
outstanding as on the date of the Balance Sheet.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and
co-operation received from Central and State Governments, Clients viz.
ONGCL, Oil India, GSPC, Geo Enpro, Selan, Essar Oil, JTI, Banks &
Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees & associates at all
levels.
For & on behalf of the Board
Place: Gurgaon D.P. JINDAL
Dated: 6th August, 2014 Executive Chairman
Mar 31, 2013
To the Members,
The Directors are pleased to present the 29th Annual Report along with
Audited Accounts of the Company for the year ended 31st March, 2013.
FINANCIAL RESULTS
(Rs. in crore)
2012-13 2011-12
Total Income 829.67 890.07
Profit before Depreciation 103.73 88.71
Depreciation 10.68 10.85
Profit before Tax 93.05 77.86
Less: Provision for
Tax - Current 31.06 30.11
- Deferred (3.91) (3.40)
- Earlier years 0.08
Profit after Tax 65.82 51.15
Balance brought forward
from previous year 120.74 110.93
Profit available for
appropriation 186.56 162.08
Appropriations
- Transfer to General Reserve 6.50 40.00
- Proposed Dividend 1.28 1.15
- Dividend Distribution Tax 0.22 0.18
- Balance carried forward
to Balance sheet 178.56 120.75
186.56 162.08
DIVIDEND
Your Directors are pleased to recommend dividend of Rs.. 0.50/- (i.e. 10
%) per equity share of Rs. 5/- each for the year ended 31st March, 2013.
OPERATIONS
Total income of the Company during the year was Rs. 829.67 crore as
against Rs. 890.07 crore in the previous year. The profit before tax
during the year was Rs. 93.05 crore as against Rs. 77.86 crore in the
previous year. Profit after tax was Rs. 65.82 crore as against Rs. 51.15
crore in the previous year
The Company has been operating rig fleet of four Jack up Rigs, eleven
Directional Drilling equipments and four Mud logging units.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies, namely, Discovery
Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte.
Limited (VDPL), Singapore.
The working of both the Joint Venture Companies are reported to be as
envisaged and rigs owned by the said Companies are operating under
their respective contracts.
DIRECTORS
Shri Vijay Kaushik, Director of the Company, retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
The Board of Directors has appointed Shri D. P. Jindal as Whole Time
Director designated as Executive Chairman of the Company for a period
of 5(five) years w.e.f. 8th November, 2012.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2013, the applicable accounting standards have been
followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made 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 financial year and of the profit of the Company for that
period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Annual Accounts for the year ended 31st March, 2013 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance along with
Auditors'' certificate on its compliance has been annexed as part of
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company''s performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
AUDITORS
M/s. G. Sanyal & Co., Chartered Accountants, the retiring Auditors,
hold office until conclusion of the ensuing Annual General Meeting. The
Statutory Auditors have confirmed their eligibility and willingness to
accept the office on re-appointment.
The observations of the Auditors are explained wherever necessary in
the appropriate Notes on Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this report.
However, in pursuance of Section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to shareholders of the Company
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the Corporate
Office of the Company.
FIXED DEPOSITS
The Company has not accepted any Deposits within the meaning of Section
58A of the Companies Act, 1956 and the Rules made there under.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and
co-operation received from Central and State Governments, Clients viz.
ONGCL, Oil India, OILEX, GSPC, Geo Enpro, Canoro, Essar Oil, JTI, Banks
& Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees & associates at all
levels.
For & on behalf of the Board
Place : Gurgaon
Dated: 8th August, 2013 D.P. JINDAL
Executive Chairman
Mar 31, 2012
The Directors present the 28th Annual Report along with Audited Accounts
of the Company for the year ended 31st March, 2012.
FINANCIAL RESULTS (Rs. in crore)
2011-12 2010-11
Total Income 890.07 1063.53
Profit before Depreciation 88.71 161.28
Less: Depreciation 10.85 11.09
Profit before Tax 77.86 150.19
Less: Provision for Tax -Current 30.11 50.71
-Deferred (3.40) (1.33)
- Earlier years - (0.02)
Profit after Tax 51.15 100.84
Balance brought forward from previous year 110.93 21.42
Profit available for appropriation 162.08 122.26
Appropriations
-Transfer to General Reserve 40.00 10.00
-Proposed Dividend 1.15 1.15
-Provision for Tax on Dividend 0.18 0.18
-Balance carried forward to Balance sheet 120.75 110.93
162.08 122.26
DIVIDEND
Your Directors are pleased to recommend dividend of Re. 0.50/- (i.e.
10%) per equity share ofRs. 5/- each of the Company for the year ended
31st March, 2012.
OPERATIONS
Total income of the Company during the year wasRs. 890.07 crore as
Against Rs. 1063.53 crore in the previous year. The Profit before tax
during the year was Rs. 77.86 crore against Rs. 150.19 crore in the
previous year. Profit after tax was Rs. 51.15 crore as against Rs. 100.84
crores in the previous year.
The Company has been operating rig fleet of four Jack up Rigs, fifteen
Directional Drilling equipments and four Mud logging units.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies, namely, Discovery
Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited
(VDPL), Singapore.
The working of both the Joint Venture Companies are reported to be as
envisaged and rigs owned by the said Companies are operating under their
respective contracts.
RECOGNITION
Your Company has been awarded "Drilling Services Company of the
Year-2011" by Petroleum federation of India (Petrofed).The award was
presented by Hon'ble Petroleum Minister of India based on JDlL's
performance in various services, drilling efficiency, quality management
and reliability while meeting the norms of occupational health, safety
and environment protection.
DIRECTORS
Shri K. K. Khandelwal, Director of the Company, retires by rotation at
the ensuing Annual General Meeting and being eligible, offers
himself for reappointment.
The Board of Directors has re-appointed Shri RaghavJindal as Managing
Director of the Company for a period of 5 (five) years w.e.f. 1st
January,2012.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956,your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2012, the applicable accounting standards have been
followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made are reasonable and prudent so as
to give a true and Fairview of the state of affairs of the Company at
the end of financial year and of the profit of the Company for that period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Annual Accounts for the year ended 31st March, 2012 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges,
a Compliance Report on Corporate Governance along with Auditors'
certificate on its compliance has been annexed as part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the
Management Discussion and Analysis Report, which forms part of this
Annual Report.
REGISTERED OFFICE
The registered office of the Company has been shifted from the State of
Haryana to the State of Maharashtra w.e.f. 15th June, 2012
AUDITORS
M/s. G. Sanyal & Co., Chartered Accountants, the retiring Auditors,
hold office until conclusion of the ensuing Annual General Meeting. The
Statutory Auditors have confirmed their eligibility and willingness to
accept the office on re-appointment.
The observations of the Auditors are explained wherever necessary in the
appropriate Notes on Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975,asamended,forms part of this report.
However, in pursuance of Section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to shareholders of the Company
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretariat the Registered
Office of the Company.
FIXED DEPOSITS
The Company has not accepted any Deposits within the meaning of Section
58A of the Companies Act, 1956 and the Rules made there under.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and
co-operation received from Central and State Governments, Clients viz.
ONGCL, Oil India, OlLEX, GSPC, Geo Enpro, Canoro, Banks & Financial
Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees & associates at all
levels.
For & on behalf of the Board
Place : Gurgaon D.P.JINDAL
Dated : 8th August,2012 Chairman
Mar 31, 2011
To the Members,
The Directors present the 27th Annual Report along with Audited
Accounts of the Company for the year ended 31 st March, 2011.
FINANCIAL RESULTS
(Rs.incrore)
2010-11 2009-10
Total Income 1063.53 1200.81
Profit before Depreciation 161.28 140.20
Less: Depreciation 11.09 12.10
Profit before Tax 150.19 128.10
Less: Provision for Tax -Current 50.71 42.29
-Deferred (1.33) 1.68
-Earlier years (0.02) (0.01)
Profit after Tax 100.84 84.14
Balance brought forward from previous year 21.42 20.62
Profit available for appropriation 122.26 104.76
Appropriations
-Transfer to General Reserve 10.00 80.00
-Proposed Dividend 1.15 2.86
- Provision for Tax on Dividend 0.18 0.48
-Balance carried forward to Balance sheet 110.93 21.42
122.26 104.76
DIVIDEND
Your Directors are pleased to recommend dividend of Re. 0.50/- (i.e.
10%) per equity share of Rs. 5/- each of the Company for the year
2010-11.
OPERATIONS
Total income of the Company during the year was Rs. 1063.53 crores as
against Rs. 1200.81 crores in the previous year. The profit before tax
during the year increased by 17.24 % to Rs. 150.19 crores from Rs.
128.10 crores. The profit after tax was Rs. 100.84 crores as against
Rs. 84.14 crores in the previous year increasing by 19.85 %.
The Company has been operating rig fleet of five Jack up Rigs, fifteen
Directional Drilling equipments and four Mud logging units.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies, namely, Discovery
Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited
(VDPL), Singapore.
The working of both the Joint Venture Companies are reported to be as
envisaged and both rigs are operating under their first contracts
respectively.
DIRECTORS
Shri Vijay Kaushik retire by rotation at the ensuing Annual General
Meeting and being eligible, offer himself for reappointment.
The Board of Directors of the Company, having lost confidence in Shri
Naresh Kumar, terminated his services as Managing Director of the
Company w.e.f. 24th September, 2010. Shri Naresh Kumar subsequently
resigned as Director of the Company, w.e.f. 30th March, 2011.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31 st March, 2011, the applicable accounting standards have been
followed;
(ii) that the accounting policies selected and applied are consistent
and the judgments and estimates made 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 financial year and of the profit of the Company for that
period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Annual Accounts for the year ended 31 st March, 2011 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance along with
Auditors certificate on its compliance has been annexed as part of this
Report.
AUDITORS
M/s S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the
retiring Auditors, have expressed their unwillingness to be
re-appointed as Statutory Auditors at the ensuing Annual General
Meeting of the Company.
M/s. G. Sanyal & Co., Chartered Accountants have furnished a letter
conforming their eligibility and consent to act as Auditors of the
Company, if appointed, at the ensuing Annual General Meeting ofthe
Company.
The observations ofthe Auditors are explained wherever necessary in the
appropriate Notes on Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section 217(1 )(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 217(2A) ofthe
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this report.
However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act,
1956, this report is being sent to shareholders of the Company
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office of the Company.
FIXED DEPOSITS
The Company has not accepted any Deposits within the meaning of Section
58A ofthe Companies Act, 1956 and the Rules made thereunder.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation ofthe assistance and
co-operation received from Central and State Governments, Clients viz.
ONGCL, Oil India, OILEX, GSPC, Geo Enpro, Canoro, Banks & Financial
Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees & associates at all
levels.
For & on behalf of the Board
Place : Gurgaon D.P.JINDAL
Dated: 3rd August,2011 Chairman
Mar 31, 2010
The Directors present the 26th Annual Report along with Audited
Accounts of the Company for the year ended 31 st March, 2010.
FINANCIAL RESULTS
(Rs.incrore)
2009-10 2008-09
Total Income 1200.81 783.81
Profit before Depreciation 140.20 70.18
Less: Depreciation 12.10 12.82
Profit before Tax 128.10 57.36
Less: Provision for Tax -Current 42.29 14.22
-Fringe Benefit Tax - 0.61
-Deferred 1.68 5.19
-Earlier years (0.01) 0.01
Profit after Tax 84.14 37.33
Balance brought forward from previous year 20.62 20.64
Profit available for appropriation 104.76 57.97
Appropriations
-Transferto General Reserve 80.00 34.00
-Proposed Dividend 2.86 2.87
-Provision for Tax on Dividend 0.48 0.48
- Balance carried forward to Balance sheet 21.42 20.62
104.76 57.97
DIVIDEND
Your Directors are pleased to recommend dividend of Rs. 1.25/- i.e. 25
% per equity share of Rs. 5/- each of the Company for the year 2009-10.
OPERATIONS
Total income of the Company during the year was Rs. 1200.81 crores as
against Rs. 783.81 crores in the previous year increasing by 53.20 %.
The profit before tax during the year increased by 123.33 % to Rs.
128.10 crores from Rs. 57.36 crores. The profit after tax was Rs. 84.14
crores as against Rs. 37.33 crores in the previous year increasing by
125.40 %.
The Company has been operating rig fleet of five Jack up Rigs, fifteen
Directional Drilling equipments and four Mud Logging units.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies, namely, Discovery
Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited
(VDPL), Singapore.
The working of both the Joint Venture Companies are reported to be as
envisaged and both rigs are operating under their first contracts
respectively.
DIRECTORS
Shri K. K. Khandelwal and Shri S.D Sharma retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
reappointment.
Shri Raghav Jindal has been appointed as Managing Director of the
Company for a period of 5 years w.e.f. 2nd February, 2010.
Shri Marc Desaedeleer resigned as Director of the Company, w.e.f. 10th
May, 2010 and Shri I. N. Chatterjee resigned as Director as well as
Whole-time Director of the Company w.e.f. 11th May, 2010.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state:
(i) that in the preparation of the Annual Accounts for the year ended
31st March, 2010, the applicable accounting standards have been
followed;
(ii) that the accounting policies selected and applied are consistent
and the judgements and estimates made 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 financial year and of the profit of the Company for that
period;
(iii) that proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) that the Annual Accounts for the year ended 31st March, 2010 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, a Compliance Report on Corporate Governance along with
Auditors certificate on its compliance has been annexed as part of this
Report.
AUDITORS
M/S S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the
retiring Auditors, hold office until conclusion of the ensuing Annual
General Meeting. The Statutory Auditors have confirmed their
eligibilty and willingness to accept the office on re- appointment.
The observations of the Auditors are explained wherever necessary in
the appropriate Notes on Accounts.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information in accordance with the provisions of Section 217(1)(e)
of the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988 is annexed
hereto.
PARTICULARS OF EMPLOYEES
Particulars of employees, as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975, as amended, forms part of this report.
However, in pursuance of Section 219(1)(b)(iv) of the Companies Act,
1956, this report is being sent to shareholders of the Company
excluding the aforesaid information. Any member interested in obtaining
such particulars may write to the Company Secretary at the Registered
Office of the Company.
FIXED DEPOSITS
The Company has not accepted any Deposits within the meaning of Section
58A of the Companies Act, 1956 and the Rules made there under.
ACKNOWLEDGEMENT
The Board expresses its grateful appreciation of the assistance and
co-operation received from Central and State Governments, Clients viz.
ONGCL, Oil India, OILEX, GSPC, Geo Enpro, Canoro, Banks & Financial
Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation
for the devoted contribution made by the employees and associates at
all levels.
For & on behalf of the Board
Place : Gurgaon D.P.JINDAL
Dated: 19th May, 2010 Chairman
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