Jindal Drilling & Industries Ltd
Directors Reports
To the Members,
Your Directors are pleased to present the 39th Annual Report, together with the
Company's audited financial statements for the financial year ended March 31, 2023.
FINANCIAL RESULTS
|
|
(Rs. in crore) |
Particulars |
2022-23 |
2021-22 |
Revenue |
512.17 |
419.86 |
Other Income |
46.90 |
31.98 |
Total Income |
559.07 |
451.84 |
Expenditure excluding Interest & Dep. |
337.26 |
313.79 |
Interest |
7.99 |
7.85 |
Depreciation |
62.80 |
43.41 |
Profit Before Tax |
151.02 |
86.79 |
Income Tax |
39.19 |
22.11 |
Net Profit |
111.83 |
64.68 |
RESULTS OF OPERATIONS
Total income of the Company during the year was Rs.559.07 crore as against Rs.451.84
crore in the previous year. The Company earned profit of Rs.151.02 crore as against
Rs.86.79 crore in the previous year and net profit of Rs.111.83 crore as against Rs.64.68
crore in the previous year.
During the year Company operated 3 Jackup Rigs for full year, 2 Jackup Rigs for nine
months, 8 Directional Drilling sets (on average basis) and 16 Mud Logging units (on
average basis).
There is no change in the nature of business of the Company during the year.
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, 2023, 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 Reserve.
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. D.P. Jindal, Director of the Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
Mr. Sunil Arora was appointed as an Independent Director of the Company w.e.f. 1st
July, 2022.
Mr. Radhey Shyam Gupta ceased to be the Chief Executive Officer of the Company on 31st
December, 2022 on his resignation. Mr. Narayan Ramaswamy was appointed as Chief Executive
Officer of the Company w.e.f. 23rd January, 2023.
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 was appointed as Company Secretary and Compliance Officer w.e.f.
27th May, 2022 and Mr. P.K. Rustagi ceased to hold the said position.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel of the Company as on March 31, 2023, were Mr. Narayan Ramaswamy,
Chief Executive Officer, Mr. Pawan Kumar Rustagi, Chief Financial Officer and Mr. Saurabh
Agrawal Company Secretary (since resigned on 12th May, 2023).
BOARD MEETINGS
During the year 2022-23, 4 (Four) meetings of the Board of Directors were held. 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,
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. 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.
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
Salient features of the Company's 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 are also required to be transferred to
the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/
unclaimed dividend for upto FY 2014-15 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 sites. 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 134(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, 2023,
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, 2023 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.
ANNUAL RETURN
Pursuant to Section 92[3] read with Section 134[3][a] of the Companies Act, 2013, the
Annual Return of the Company prepared in accordance with Section 92[1] of the Companies
Act, 2013 read with Rule 11 of the Companies [Management and Administration] Rules, 2014
is available on the Company's website i.e. www.jindal.com
AUDIT COMMITTEE
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.
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
salient feature of CSR Policy are given in the Annual Report on CSR annexed to the report
and Complete CSR policy may be accessed on Company's 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
Particulars of loans, guarantees and investments have been disclosed in note no. 2.38
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 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 134[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 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 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 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 AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kanodia
Sanyal & Associates, Chartered Accountants; (FRN-008396N), were appointed as Statutory
Auditors of the Company from the conclusion of 38th Annual General Meeting of the Company
until the conclusion of 43rd Annual General Meeting.
The Auditor's 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(12) of the Companies Act, 2013, details of which needs to be
mentioned in this Report.
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, 2023. The
Secretarial Audit Report for the year ended 31st March, 2023 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(3) of
the Companies Act, 2013.
SECRETARIAL STANDARDS
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.
FIXED DEPOSITS
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(3)(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(12) of the Companies Act, 2013 read with Rule 5(1) 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/Compliance Officer at the corporate office of the Company.
COST RECORDS
Maintenance of cost records, as specified by the Central Government under sub section
(1) 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, 2023 and till the date
of this report.
OTHER DISCLOSURES
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 Company's 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.
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, 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 of Directors |
|
D.P. JINDAL |
Place : New Delhi |
Chairman |
Dated : 1st August, 2023 |
DIN: 00405579 |