Directors Report of Jindal Drilling & Industries Ltd.

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 ‘193.75 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 Auditors’ 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 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.

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 (“the Rules”), 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 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 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.

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, 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 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 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 arm’s 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 Auditors’ 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 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 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 Auditors’ 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 ‘Meetings of the Board of Directors’ and ‘General Meetings’ 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

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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

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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

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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