To the Members
Your Directors present the 32nd Annual Report along with Audited Financial Statementsof the Company for the year ended 31st March 2016.
| || ||(Rs. in crore) |
| ||2015-16 ||2014-15 |
|Total Income ||346.39 ||475.04 |
|Profit before Depreciation ||60.69 ||73.36 |
|Less: Depreciation ||14.70 ||14.01 |
|Profit before Tax ||45.99 ||59.35 |
|Less: Provision for Tax || || |
|Current ||14.97 ||18.01 |
|Deferred ||0.94 ||(0.22) |
|Earlier years ||- ||0.83 |
|Profit after Tax ||30.08 ||40.73 |
|Balance brought forward from previous year ||244.80 ||216.06 |
|Profit available for appropriation ||274.88 ||256.79 |
|Appropriations: || || |
|Transfer to General Reserve ||10.00 ||10.00 |
|Proposed Dividend ||1.45 ||1.45 |
|Dividend Distribution Tax ||0.29 ||0.29 |
|Adjustment relating to Fixed Assets ||- ||0.25 |
|Balance carried forward to Balance sheet ||263.14 ||244.80 |
| ||274.88 ||256.79 |
Your Directors are pleased to recommend dividend of Rs. 0.50 (i.e. 10 %) per equityshare of Rs. 5 each for the year ended 31st March 2016.
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 10 crore to the General Reserve out of the amountavailable for appropriation.
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 346.39 crore as against Rs. 475.04crore in the previous year. The profit before tax during the year was Rs. 45.99 crore asagainst Rs. 59.35 crore in the previous year. Profit after tax was Rs. 30.08 crore asagainst Rs. 40.73 crore in the previous year
During the year the Company was operating one Jack up Rig sixteen DirectionalDrilling units along with split units on call and eleven Mud logging units.
During the current year the Company has commenced operation of another Rig "RowanLouisiana" under the Contact awarded by ONGC.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the provisions of Section 129(3) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 the Company has prepared Consolidated FinancialStatements as per Accounting Standard AS-21 on Consolidated Financial Statements read withAS-27 on Financial Reporting of Interest in Joint Ventures. The Audited ConsolidatedFinancial Statements along with Auditors Report thereon forms part of this annualreport.
JOINT VENTURE COMPANIES
Your Company has two Joint Venture Companies namely Discovery Drilling Pte. Ltd.(DDPL) Singapore and Virtue Drilling Pte. Ltd. (VDPL) Singapore.
The working of both the Joint Venture Companies are reported to be as envisaged andrigs owned by the said Companies are operating under their respective contracts.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Raghav Jindal Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. A brief profile hasbeen provided in the notice of the Annual General Meeting.
All Independent Directors of the Company have given declaration that they meet thecriteria of independence as laid down under Section 149 (6) of the Companies Act 2013 andRegulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
During the year the Non-executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof 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 ManagerialPersonnel of the Company are Shri Hemant Kumar Khanna Chief Executive Officer Shri PawanKumar Rustagi Chief Financial Officer and Shri Rajeev Ranjan Company Secretary.
Shri Hemant Kumar Khanna has been appointed as a Chief Executive officer and alsodesignated as a Key Managerial Person w.e.f. 1st September 2015.
During the year 4 (Four) Board meetings were held and gap between any two meetings didnot exceeded 120 days. The details of meetings are given in the Corporate GovernanceReport which forms part of this report.
The Board of Directors has carried out an Annual performance evaluation of its ownBoard Committees and Individual Directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allDirectors on the basis of the criteria such as Board composition and structureseffectiveness of Board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as contribution of the IndividualDirector to the Board and Committee meetings.
Also in a separate meeting of Independent Directors performance of non-independentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-ExecutiveDirectors.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys policy on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorsand other matters provided in Section 178(3) of the Companies Act 2013 has been disclosedin the Corporate Governance report which forms part of the Directors Report.
Adequate measures have been adopted by the Company to anticipate plan and mitigate thespectrum of risks it faces. All working sites are analyzed to minimize risks associatedwith protection of environment safety of operations and health of people at work andmonitored regularly with reference to statutory regulations and guidelines. Improving workplace safety continued to be top priority at working site. The Companys businessoperations are exposed to a variety of financial risks such as market risks (foreignexchange risk internal rate risk and price risk) Liquidity risk etc.
The Board of the Company has approved the Risk Management Policy of the Company andauthorized the Audit Committee to implement and monitor the risk management plan for theCompany and also identify and mitigate the various elements of risks if any which in theopinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS
As per the provisions of Section 134(5)(e) of the Companies Act 2013 the Company hasin place adequate Internal Financial Controls with reference to financial statements.Audit Committee periodically reviews the adequacy of Internal Financial Controls. Duringthe year such controls were tested and no reportable material weaknesses in the design oroperation 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 2016the applicable accounting standards had been followed and there are no materialdepartures;
(ii) that the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit of theCompany for that period;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities; and
(iv) that the Annual Accounts for the year ended 31st March 2016 have been prepared ona going concern basis.
(v) that the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(vi) that the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.
EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 the extract of the AnnualReturn in the prescribed Form MGT-9 is annexed with this Report.
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 inconformity with the requirements of Section 177 of the Companies Act 2013 and Regulation18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has adopted a Whistle Blower Policy and has established the necessary VigilMechanism for Directors and employees to report concerns about unethical behaviour actualor suspected fraud or violation of the Companys Code of conduct. The said policy hasbeen disclosed on the Companys website under the web linkhttp://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf
CORPORATE SOCIAL RESPONSIBILITY
The Corporate Social Responsibility Committee has formulated and recommended to theBoard a Corporate Social Responsibility Policy (CSR Policy) indicating the activities tobe undertaken by the Company monitoring the implementation of the framework of the CSRPolicy and recommending the amount to be spent on CSR activities which has been approvedby 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 thisReport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The particulars of loans guarantees and investments have been disclosed in theStandalone Financial Statements of the Company.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts/ arrangements/transactions entered into by the Company with the relatedparties during the year were in the ordinary course of business and on an armslength basis.
All related party transactions are periodically placed before the Audit Committee andBoard for review and approval.
Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are appended in Form AOC-2as Annexure to this Report.
CORPORATE GOVERNANCE REPORT
Corporate Governance Report along with Auditors Certificate complying with theconditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 has been annexed as a part ofthis Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Companys performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has constituted an Internal Complaint Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and rules framedthereunder M/s. G. Sanyal & Co. Chartered Accountants were appointed as StatutoryAuditors of the Company from the conclusion of 30th Annual General Meeting of the Companyheld on 26th September 2014 till the conclusion of 35th Annual General Meeting subjectto the ratification of their appointment at every Annual General Meeting.
The observations of the Auditors are explained wherever necessary in the appropriateNotes on Accounts. The Auditors Report does not contain any qualificationreservation or adverse remark.
The Board has appointed Mr. Namo Narain Agarwal (FCS No. 234) Company Secretary inpractice to conduct Secretarial Audit for the financial year ended 31st March 2016. TheSecretarial Audit Report for the year ended 31st March 2016 is annexed herewith as anannexure to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
The Company has not accepted any deposits from Public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of theBalance Sheet.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 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 Rules 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 ofManagerial Personnel) Rules 2014 forms part of this report. However in pursuance ofSection 136(1) of the Act this report is being sent to the shareholders of the Companyexcluding the said information. The said information is available for inspection by themembers of the Company at the registered office of the Company during working hours up tothe date of the Annual General Meeting. Any member interested in obtaining suchinformation may write to the Company Secretary at the corporate office of the Company.
MATERIAL CHANGES & COMMITMENTS
No material changes and commitments affecting the financial position of the Companyhave occurred after the end of the financial year ended 31st March 2016 and till the dateof this report except as mentioned under the heading Results of Operations.
The Board expresses its grateful appreciation of the assistance and co-operationreceived from Central and State Governments Clients viz. ONGCL Oil India GAIL JTIBanks & Financial Institutions and Shareholders.
Your Directors wish to place on record their deep sense of appreciation for the devotedcontribution made by the employees & associates at all levels.
| ||For & on behalf of the Board |
|Place: Gurgaon ||D. P. JINDAL |
|Dated: 28th July 2016 ||Chairman |