DIRECTORS' REPORT TO THE MEMBERS, Your Directors present the 31st Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2015 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 there under, 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 O :RGY, 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 I97(I2) of the Companies Act, 20I3 (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 P. JINDAL Chairman Place : Gurgaon Dated: 5th August, 20I5 |