To the Members,
Your Directors are pleased to present the 38th Annual Report, together with the Companys audited financial statements for the financial year ended March 31, 2022.
(Rs. in crore)
|Expenditure excluding Interest & Dep.||313.79||342.39|
|Profit Before Tax||86.79||16.92|
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs. 451.84 crore as against Rs. 405.94 crore in the previous year. The Company earned profit of Rs. 86.79 crore as against Rs. 16.92 crore in the previous year and net profit of Rs. 64.68 crore as against Rs. 9.18 crore in the previous year.
During the year Company operated 5 Jackup Rigs, 6 Directional Drilling sets (on average basis) and 22 Mud Logging units.
There is no change in the nature of business of the Company during the year.
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, 2022, 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 the 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. Limited (VDPL), Singapore.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shiv Kumar Singhal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.
Your Company has appointed Mr. Sunil Arora as an Additional Director (Independent) of the Company w.e.f. July 01, 2022. The Board recommends his appointment as Independent Director of the Company for a period of five years. The Company has received a notice, in writing, under Section 160 of the Act proposing the candidature of Mr. Sunil Arora.
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.
Mr. Saurabh Agrawal resigned as Company Secretary and Compliance Officer w.e.f. September 15, 2021. Mr. Pawan Kumar Rustagi was appointed as Company Secretary and Compliance Officer of the Company w.e.f. March 10, 2022
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2022, were Mr. Radhey Shyam Gupta, Chief Executive Officer and Mr. Pawan Kumar Rustagi, Chief Financial Officer and Company Secretary.
During the year 2021-22, 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.
The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and 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 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. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were 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 salient features of Companys policy on appointment and remuneration of Directors, key managerial personnel and other employees 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 this 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 as amended from time to time ("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 upto FY 2013-14 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company wwwjindal.com
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 Companys 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 134(5)^) 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, 2022, 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 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, 2022 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
Pursuant to Section 92 read with Section 134[a] of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92 of the Companies Act, 2013 read with Rule 11 of the Companies [Management and Administration] Rules, 2014 is available on the Companys website i.e. www.jindal.com
The Audit Committee of the Company consists of Mr. Vijay Kaushik, Chairman, Mr. D. P. Jindal and Mrs. Saroj Bhartia 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 including Part C of Schedule II of SEBI [LODR] regulations, 2015.
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 Companys Code of conduct. The said policy has been disclosed on the Companys 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 salient feature of CSR Policy is given in Annual report on CSR annexed to the report and Complete CSR policy may be accessed on Companys website at https://www.jindal.com/jdil/pdf/CSR%20Policy%20JDIL.pdf
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 note no. 40 of the notes forming part of 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 arms length basis.
Information on transactions with related parties pursuant to Section 134[h] of the Act read with Rule 8 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 34 read with Para C of schedule V 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 Companys 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 Harassment of Women at Workplace [Preventions, Prohibition and Redressal] Act, 2013. Disclosures in relation to the Sexual Harassment of Women at Workplace [Prevention, Prohibition and Redressal] Act, 2013 is as under:
a. number of complaints filed during the financial year-NIL
b. number of complaints disposed of during the financial year-NIL
c. number of complaints pending as on end of the financial year-NIL
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 Board of Directors at its meeting held on 25th July, 2022 has recommended the appointment of M/s. Kanodia Sanyal & Associates Chartered Accountants, as the Statutory Auditors of the Company for a second term of 5 years to hold office from the conclusion of the ensuing 38th AGM until the conclusion of the 43rd AGM of the Company.
M/s. Kanodia Sanyal & Associates have expressed their willingness to be re-appointed as Statutory Auditors of the Company. They have further confirmed that their appointment, if made, would be within the limits prescribed under Section 141[g] of the Companies Act, 2013 and that they are not disqualified for appointment. Accordingly, the proposal for their re-appointment as Statutory Auditors of the Company, from the conclusion of the ensuing 38th AGM until the conclusion of the 43rd AGM of the Company, in terms of Section 139 of the Companies Act, 2013, is placed for Shareholders approval.
The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143 of the Companies Act, 2013, details of which needs to be mentioned in this Report.
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, 2022. The Secretarial Audit Report for the year ended 31st March, 2022 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board under Section 134 of the Companies Act, 2013.
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively have been duly followed by the Company.
The Company has not accepted any deposits from Public within the meaning of the directives issued by the Reserve Bank of India, provisions of section 73 to 76 of the Companies Act, 2013 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 134[m] of the Companies Act, 2013, read with the Companies [Accounts] Rules, 2014 is annexed hereto.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, is annexed with this report. Particulars of employees, as required under Section 197 of the Companies Act, 2013 [Act] read with Rules 5 and 5 of the Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014, forms part of this report. However, in pursuance of Section 136 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.
Maintenance of cost records, as specified by the Central Government under sub section  of Section 148 of the Companies Act, 2013 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 March 31, 2022 and till the date of this report.
Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.
3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.
4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
5. Buy-back of shares.
6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
7. No settlements have been done with banks or financial institutions.
The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit committee under Section 143(12) of the Companies Act, 2013.
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.