A Oneindia Venture

Auditor Report of Jindal Drilling & Industries Ltd.

Mar 31, 2025

We have audited the accompanying standalone Ind AS financial statements of Jindal Drilling & Industries Limited [‘the
Company''], which comprise the Balance Sheet as at
31st March 2025, the Statement of Profit and Loss [including other
comprehensive income], the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended
and a summary of the significant accounting policies and other explanatory information [hereinafter referred to as
‘standalone Ind AS financial statements''].

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
standalone Ind AS financial statements give the information required by the Companies Act, 2013[the Act”] in the
manner so required and give a true and fair view in conformity with the accounting principles generally accepted
in India including Indian Accounting Standards [“Ind AS”] specified under Section 133 of the Act, of, of the state of
affairs [financial position] of the Company as at
31st March, 2025, and its Profit [financial performance including other
comprehensive income], its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statement in accordance with the Standards on Auditing as specified
under Section 143[10] of the Companies Act, 2013. Our responsibilities under those Standards are further described
in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants
of India [ICAI] together with the ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance
with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
standalone financial statement of the current period. These matters were addressed in the context of our audit of the
standalone financial statement as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. We have determined the matters described below to be the key audit matters to be
communicated in our report.

Key Audit Matter

Auditor’s Response

Provisions and Contingent Liabilities

The Company faces several legal, regulatory, and
tax disputes, the outcomes of which are uncertain
and could potentially lead to substantial liabilities.
Notably, there is a disputed income tax demand
amounting to Rs 512.21 Lakhs, which is detailed in
Note No. [p] of the Accounting Policy and further
elaborated in Note No. 33 to the Standalone Ind AS
Financial Statements.

The evaluation of the risks associated with these
litigations involves complex assumptions and
requires significant judgment to determine the
appropriate level of provisioning. This inherently
increases the risk that provisions and contingent
liabilities may either be inadequately provided for
or not fully disclosed.

Due to the complexity and judgment involved in
assessing these matters, they are considered to be
key audit matters.

In order to get a sufficient understanding of litigations and
contingent liabilities, we have discussed the process of
identification implemented by the Management for such
provisions through various discussions with Company''s legal
and finance departments. We read the summary of litigation
matters provided by the Company''s/Unit''s Legal and Finance
Team.

We read, where applicable, external legal or regulatory advice
sought by the Company. We discussed with the Company''s/
Unit''s Legal and Finance Team certain material cases noted
in the report to determine the Company''s assessment of the
likelihood, magnitude and accounting of any liability that may
arise.

In light of the above, we reviewed the amount of provisions
recorded and exercised our professional judgment to assess
the adequacy of disclosures in the Standalone Ind AS financial
statements.

Litigation, arbitrations, and claims

As detailed in Note 39A paragraphs [i] and [ii] of the
standalone Ind AS financial statements for the year
ending March 31, 2025, the Company is involved in
significant legal proceedings under arbitration with
a government party. These proceedings include a
suit for specific performance of a contract related
to the supply of drilling services, which is pending
before the Hon''ble Supreme Court.

The complexity of these litigation matters means
that the management''s judgment regarding the
recognition and measurement of provisions for
these legal proceedings is inherently uncertain. The
assessment of such provisions is subject to change
as the outcomes of the legal cases evolve.

Given the complexities involved and the inherent
uncertainty in the management''s judgments, this
matter is considered a key audit matter.

Our audit procedures included:

• Assessing management''s position through discussions
with the in-house legal expert and external legal opinions
obtained by the Company [where considered necessary] on
both the probability of success in the aforesaid cases, and the
magnitude of any potential loss.

• Discussion with the management on the development in
these litigations during the year ended March 31, 25.

• Roll out of enquiry letters to the Company''s legal counsel
[internal/ external] and study the responses received from
them. Also assessed that accounting/disclosure made by the
Company are in accordance with the assessment of legal
counsel.

• Review of the disclosures made in the financial statements
in this regard.

• Obtained representation letter from the management on
the assessment of these matters

Significant estimate and judgement in hedge
accounting including valuations thereof

Refer note no. [m] of accounting policy and note 8
& 37 to the Ind AS standalone financial statements.
The company enters into derivative financial
instruments which are mainly forward contracts
to manage its exposure of foreign currency risk of
highly probable forecasted transactions which arise
during the normal course of its business. These
contracts are measured at fair values leading to
derivative financial assets of Rupees 323.89 lakhs as
at March 31, 2025. The net movement of cash flow
hedge reserve for the year is Rupees 17.51 lakhs net
of taxes which is recorded in other comprehensive
income. The gain/loss on maturity of such derivative
instruments is recorded in the statement of profit
and loss along with the relevant hedged item.

Due to the changes in risks and estimates during
the lifecycle of the customer contracts in order to
apply hedge accounting management is required
to demonstrate that the underlying contract is
considered to be a highly probable transaction
that the hedges are highly effective and maintain
appropriate hedge documentation. A degree of
subjectivity is also required to determine when
hedge accounting is to be considered as ineffective.
Fair value movements of the forward contracts are
driven by movements in financial markets.

These transactions may have a significant financial
effect and have extensive accounting and reporting
obligations and accordingly this is considered as a
key audit matter.

Our audit procedures included:

• we obtained understanding of the company''s overall hedge
accounting strategy forward contract valuation and hedge
accounting process from initiation to settlement of derivative
financial instruments including assessment of the design
and implementation of controls and tested the operating
effectiveness of these controls.

• we assessed company''s accounting policy for hedge
accounting in accordance with Ind AS.

• we tested the existence of hedging contracts by tracing to
the confirmations obtained from respective banks.

• we tested management''s hedge documentation and
contracts on a sample basis.

• we assist in re-performing the year-end fair valuations
of derivative financial instruments on a sample basis and
compared these valuations with those recorded by the
company including assessing the valuation methodology and
key assumptions used therein.

• we assessed the disclosure of hedge transactions in the
financial statements.

Identification and disclosures of Related Parties

The Company has related party transactions which
include, amongst others, sale and. purchase of
goods/services to its joint ventures, common
controlled entity, KMP and other related parties and
lending and borrowing to its joint ventures.

We focused on identification and disclosure
of related parties in accordance with relevant
accounting standards as a key audit matter.

Our audit procedures amongst others included the
following:

• Evaluated the design and tested the operating effectiveness
of controls over identification and disclosure of related party
transactions.

• Obtained a list of related parties from the Company''s
Management and traced the related parties to declarations
given by directors, where applicable, and to Note 35 of the
standalone Ind AS financial statements.

• Read minutes of meetings of the Board of Directors and
Audit Committee.

• Tested material creditors/debtors, loan outstanding/loans
taken to evaluate existence of any related party relationships;
tested transactions based on declarations of related party
transactions given to the Board of Directors and Audit
Committee.

• Evaluated the disclosures in the standalone Ind AS financial
statements for compliance with Ind AS 24.

Accounting for Deferred and Capitalized
Refurbishment Expenses Related to Drilling Rigs

As described in Notes 8(A), 15, and 39B & C to the
standalone Ind AS financial statements, the Company
incurs significant refurbishment and preparation
costs in relation to both hired and owned drilling
rigs, which are accounted for differently depending
on the nature of the rig.

For hired rigs, preparation and certification costs
incurred prior to the commencement of drilling
services are deferred and amortized over the
duration of the related drilling contracts on a straight¬
line basis. These costs are considered directly
attributable to the Company''s future performance
obligations under its drilling contracts.

In the case of owned rigs, refurbishment costs,
including those incurred for mandatory dry dock
activities at the end of each contract period
(typically every three years), are capitalized as part
of the property, plant and equipment. These costs
are recognized as part of the carrying amount of the
specific component of the rig and are depreciated
over the contract period as depreciation.

Our audit procedures amongst others included the following:

Obtained an understanding of the Company''s processes and
internal controls relating to the identification, classification, and
accounting treatment of refurbishment and preparation costs
incurred on hired and owned rigs.

For costs related to hired rigs, assessed the nature of contract
preparation and certification expenses by examining
underlying documentation such as vendor invoices, contracts,
and management''s estimates to determine whether deferral
and straight-line amortization over the contract period was
appropriate.

For owned rigs, examined the nature of refurbishment and
dry dock expenses capitalized as part of property, plant and
equipment, and evaluated whether the capitalization criteria
were met. Verified the allocation of such costs to the appropriate
components of the rigs.

Assessed the reasonableness of the amortization and
depreciation periods applied by management, with reference
to the underlying contract terms, past practices, and regulatory
requirements.

Performed a test of details on a sample basis to verify the
accuracy and completeness of costs deferred or capitalized,
including validation of supporting documentation.

Reviewed the related disclosures made in the standalone
financial statements to assess compliance with the disclosure
requirements of the applicable Ind AS, including the nature,
accounting policy, and significant judgments involved.

By executing these audit procedures, we were able to evaluate
the appropriateness, accuracy, and completeness of the
deferred drilling expenses and capitalized refurbishment costs.
This enabled us to assess whether such expenditures have been
accounted for in accordance with the applicable accounting
standards, and the Company''s stated accounting policies.

Emphasis of Matter-

a] We draw attention to Note no. 39 [A] to the Standalone Financial Statement relating to JDIL had a dispute with
ONGC Ltd and this dispute was under litigation for last more than 15 years. In view of Hon''ble Supreme Court
of India order dated 27th April 2022, New Arbitration Tribunal (Tribunal) was constituted to decide dispute of
subsisting between JDIL and ONGC. Hon''ble Tribunal has pronounced the final order on 03-04-2025. As per this
order JDIL , respondent No2 has been ordered to be deleted from the array of parties.

In view of the abovesaid Award receivables of Rs 6632.81 lacs, appearing in financial statements will be adjusted
against other financial liabilities and balance of Rs 10042.77 lacs shall be transferred to profit & loss account.
Meanwhile JDIL will take steps to get release the bank guarantee given for an amount of Rs. 166.25 crore already
deposited by ONGC with JDIL, in terms of order dated 27th April 2022 of the Hon''ble Supreme Court. Now in view
of the order of Hon''ble tribunal order dated 3rd April 2025, JDIL will take financial impact arising from this order in
the next financial year. Meanwhile JDIL would be able to get the bank guarantee released.

(For detailed notes, refer note no.39)

Our Opinion is not modified in this matter.

b) We draw attention to Note no. 39 (C) to the Standalone Financial Statement relating to Refurbishment Expenses
of owned Rig - The company has incurred a total of Rs.17,237.67 lakhs on the refurbishment of owned Rig, namely
Jindal Supreme. This cost incurred on account of refurbishment expenses has been capitalised in accordance with
Ind-AS -16 of jack-up Rig Jindal Supreme and this capitalised component of amount has been depreciated over
the contract period starting from 15th October 2024.Therefore, depreciation has been increased to Rs. 2517.18 lakhs
and the same has decreased in operating expenses.

Our Opinion is not modified in this matter.

(For detailed notes, refer note no.39)

Information Other than the Financial Statements and Auditor’s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the
information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s
Report, Business Responsibility report, Corporate Governance and shareholder''s information, but does not include the
financial statements and our auditor''s report thereon. The report containing other information is expected to be made
available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements, or our knowledge obtained during the course of our audit or otherwise appears to materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
(‘the Act'') with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view
of the financial position, financial performance including other comprehensive income, cash flows and changes in
equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions
of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies; making judgments and estimates that are reasonable
and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and
presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors’ Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism
throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, international omissions,
misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are
appropriate in circumstances. Under Section 143(3][i] of the Act, we are also responsible for expressing our opinion
on whether the Company has adequate internal financial controls system in place and operating effectiveness of such
controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the management.

Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statement or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to
continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures,
and whether the standalone financial statements represent the underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in [i] planning the scope
of our audit work and [ii] to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with the governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the standalone financial statements of current period and are therefore the key audit
matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosures about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report] Order, 2020 (‘the Order''] issued by the Central Government of
India in terms of Section 143(11] of the Act, we give in the Annexure A, a statement on the matters specified in the
paragraph 3 and 4 of the Order.

2. As required by Section 143(3] of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by the Company so far as it ap¬
pears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Chang¬
es in Equity dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards
specified under Section 133 of the Act read with relevant rule issued thereunder;

e. on the basis of the written representations received from the directors as on 31 March 2025 taken on record
by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as
a director in terms of Section 164 (2] of the Act;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the
operating effectiveness of such controls, refer to our separate report in Annexure B''. our report expresses an
unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls
over financial reporting; and

g. with respect to the other matters to be included in the Auditor''s Report in accordance with the requirements
of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to
the explanations given to us, the remuneration paid/provided by the Company to its directors during the year
in accordance with the provisions of section 197 of the Act.

h. with respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information
and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind
AS financial statements. Refer to Note 33 to the standalone Ind AS financial statements;

ii. The Company does not have any material foreseeable losses on long term contracts including derivative
contracts, Refer note no. 37 in the Standalone financial statement.;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and
Protection Fund by the Company;

iv. (i) the management has represented that, to the best of its knowledge and belief, no funds, have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind funds) by the Holding Company or its subsidiary companies incorporated in India to or in any
other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether re¬
corded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries;

(ii) the management has represented that, to the best of it''s knowledge and belief, other than as dis¬
closed in the notes to accounts, no funds have been received by the company from any person(s)
or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded
in writing or otherwise, that the company shall, whether, directly or in directly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“ Ultimate
Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representation under sub-clause(iv)
(i) and(iv)(ii) contain any material misstatement.

v. The final dividend proposed in the previous year, declared and paid by the Company during the year is
in accordance with Section 123 of the Act, as applicable.

As stated in Note No 51 (v) to the standalone financial statement, the Board of Directors of the Company
have proposed final dividend for the year which is subject to the approval of the members at the ensuing
Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent
it applies to declaration of dividend.

vi. As described in note no. 51 (iii) to the standalone financial statement, based on our examination, The
company has been maintaining its books of accounts in the ERP which has feature of recording audit trail
of each and every transaction made in the account along with the date when such changes were made
and ensuring that the audit trail cannot be disabled throughout the year as required by proviso to sub rule
(1) of rule 3 of The Companies (Accounts) Rules, 2014 known as the Companies (Accounts) Amendment
Rules, 2021.

Further, during the course of our audit we did not come across any instance of audit trail feature being
tempered with and the audit trail has been preserved by the Company as per the statutory requirements
for record retention

For Kanodia Sanyal & Associates
Chartered Accountants
FRN:008396N

(R.K. Kanodia)

Partner

Place: New Delhi Membership No.: 016121

Date: 26th May, 2025 UDIN: 25016121BMOTLJ1379


Mar 31, 2024

We have audited the accompanying standalone Ind AS financial statements of Jindal Drilling & Industries Limited [‘the Company''], which comprise the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss [including other comprehensive income], the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information [hereinafter referred to as ‘standalone Ind AS financial statements''].

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013[the Act”] in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards[“ Ind AS”] specified under Section 133 of the Act, of, of the state of affairs [financial position] of the Company as at 31st March, 2024, and its Profit [financial performance including other comprehensive income], its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statement in accordance with the Standards on Auditing specified under Section 143[10] of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India [ICAI] together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statement of the current period. These matters were addressed in the context of our audit of the standalone financial statement as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter

Auditor’s Response

Provisions and Contingent Liabilities

The Company faces several legal, regulatory, and tax disputes, the outcomes of which are uncertain and could potentially lead to substantial liabilities. Notably, there is a disputed income tax demand amounting to Rs 584.69 Lakhs, which is detailed in Note No. [p] of the Accounting Policy and further elaborated in Note No. 33 to the Standalone Ind AS Financial Statements.

The evaluation of the risks associated with these litigations involves complex assumptions and requires significant judgment to determine the appropriate level of provisioning. This inherently increases the risk that provisions and contingent liabilities may either be inadequately provided for or not fully disclosed.

Due to the complexity and judgment involved in assessing these matters, they are considered to be key audit matters.

In order to get a sufficient understanding of litigations and contingent liabilities, we have discussed the process of identification implemented by the Management for such provisions through various discussions with Company''s legal and finance departments. We read the summary of litigation matters provided by the Company''s/Unit''s Legal and Finance Team.

We read, where applicable, external legal or regulatory advice sought by the Company. We discussed with the Company''s/ Unit''s Legal and Finance Team certain material cases noted in the report to determine the Company''s assessment of the likelihood, magnitude and accounting of any liability that may arise.

In light of the above, we reviewed the amount of provisions recorded and exercised our professional judgment to assess the adequacy of disclosures in the Standalone Ind AS financial statements.

Litigation, arbitrations, and claims

As detailed in Note 39A paragraphs [i] and [ii] of the standalone Ind AS financial statements for the year ending March 31, 2024, the Company is involved in significant legal proceedings under arbitration with a government party. These proceedings include a suit for specific performance of a contract related to the supply of drilling services, which is pending before the Hon''ble Supreme Court.

The complexity of these litigation matters means that the management''s judgment regarding the recognition and measurement of provisions for these legal proceedings is inherently uncertain. The assessment of such provisions is subject to change as the outcomes of the legal cases evolve.

Given the complexities involved and the inherent uncertainty in the management''s judgments, this matter is considered a key audit matter.

Our audit procedures included:

• Assessing management''s position through discussions with the in-house legal expert and external legal opinions obtained by the Company [where considered necessary] on both the probability of success in the aforesaid cases, and the magnitude of any potential loss.

• Discussion with the management on the development in these litigations during the year ended March 31, 24.

• Roll out of enquiry letters to the Company''s legal counsel [internal/ external] and study the responses received from them. Also assessed that accounting/disclosure made by the Company are in accordance with the assessment of legal counsel.

• Review of the disclosures made in the financial statements in this regard.

• Obtained representation letter from the management on the assessment of these matters.

Significant estimate and judgement in hedge accounting including valuations thereof

Refer note no. [m] of accounting policy and note 8 & 37 to the Ind AS standalone financial statements. The company enters into derivative financial instruments which are mainly forward contracts to manage its exposure of foreign currency risk of highly probable forecasted transactions which arise during the normal course of its business. These contracts are measured at fair values leading to derivative financial assets of Rupees 300.49 lakhs as at March 31, 2024. The net movement of cash flow hedge reserve for the year is Rupees 287.08 lakhs net of taxes which is recorded in other comprehensive income. The gain/loss on maturity of such derivative instruments is recorded in the statement of profit and loss along with the relevant hedged item.

Due to the changes in risks and estimates during the lifecycle of the customer contracts in order to apply hedge accounting management is required to demonstrate that the underlying contract is considered to be a highly probable transaction that the hedges are highly effective and maintain appropriate hedge documentation. A degree of subjectivity is also required to determine when hedge accounting is to be considered as ineffective. Fair value movements of the forward contracts are driven by movements in financial markets.

These transactions may have a significant financial effect and have extensive accounting and reporting obligations and accordingly this is considered as a key audit matter.

Our audit procedures included:

• we obtained understanding of the company''s overall hedge accounting strategy forward contract valuation and hedge accounting process from initiation to settlement of derivative financial instruments including assessment of the design and implementation of controls and tested the operating effectiveness of these controls.

• we assessed company''s accounting policy for hedge accounting in accordance with Ind AS.

• we tested the existence of hedging contracts by tracing to the confirmations obtained from respective banks.

• we tested management''s hedge documentation and contracts on a sample basis.

• we assist in re-performing the year-end fair valuations of derivative financial instruments on a sample basis and compared these valuations with those recorded by the company including assessing the valuation methodology and key assumptions used therein.

• we assessed the disclosure of hedge transactions in the financial statements.

Identification and disclosures of Related Parties

The Company has related party transactions which include, amongst others, sale and. purchase of goods/services to its joint ventures, common controlled entity, KMP and other related parties and lending and borrowing to its joint ventures.

We focused on identification and disclosure of related parties in accordance with relevant accounting standards as a key audit matter.

Our audit procedures amongst others included the following:

• Evaluated the design and tested the operating effectiveness of controls over identification and disclosure of related party transactions.

• Obtained a list of related parties from the Company''s Management and traced the related parties to declarations given by directors, where applicable, and to Note 35 of the standalone Ind AS financial statements.

• Read minutes of meetings of the Board of Directors and Audit Committee.

• Tested material creditors/debtors, loan outstanding/loans taken to evaluate existence of any related party relationships; tested transactions based on declarations of related party transactions given to the Board of Directors and Audit Committee.

• Evaluated the disclosures in the standalone Ind AS financial statements for compliance with Ind AS 24.

Refurbishment Expense deferred in contract period

In accordance with Note No. (b) of the accounting policies and Notes 9(A), 15, and 39B of the Ind AS standalone financial statements, the treatment of deferred drilling expenses encompasses deferred preparation costs, and deferred certification costs. Contract preparation before the initiation of drilling services are capitalized and subsequently amortized over the duration of the related drilling contract. Specifically, expenditures related to contract preparations are deferred as they pertain to the company''s future performance obligations under each drilling contract. These costs are amortized on a straight-line basis over the contract term.

Our audit procedures amongst others included the following:

Review Contracts: Obtain and review drilling contracts to understand the terms, including the cost allocation and amortization requirements.

Verify Costs Incurred: Examine invoices, contracts, and other supporting documents to confirm the nature and amount of deferred mobilization, preparation, and certification costs. Examine Classification: Check the classification of deferred refurbishment costs in the financial statements. Ensure these are correctly classified as “Non-Current Assets” or “Other Current Assets” based on their nature and expected realization.

Review Financial Statement Disclosures: Assess the adequacy and accuracy of disclosures related to deferred drilling expenses in the financial statements, including the policies for deferral and amortization.

Verify Compliance: Ensure that the financial statement disclosures comply with relevant Ind AS requirements and provide a clear understanding of the nature and amortization of deferred costs.

Inquire with Management: Discuss with management the rationale behind the deferral of costs and the amortization approach.

Evaluate Controls: Assess the effectiveness of internal controls over the recording and amortization of deferred drilling expenses.

By executing these audit procedures, we can form an opinion on the accuracy and completeness of deferred drilling expenses and ensure they are in accordance with applicable accounting standards and policies.

Emphasis of Matter

We draw attention to Note no. 39 [i] [a] to the Standalone Financial Statement relating to ONGC Arbitration proceeding and implementation of Arbitration award and Vide Supreme Court of India order dated 27th April 2022, Supreme Court of India has directed as under: -

• Dismissed the Arbitration Award and Appeal order in Bombay High Court with regard to Arbitration initiated by ONGC.

• To constitute a New Arbitration Tribunal between ONGC and JDIL.

• Arbitration Award and Bombay High Court order, in case of Arbitration initiated by JDIL to be kept in abeyance till the Award by the newly constituted Tribunal.

• This case was also transferred to Bombay High Court.

• JDIL has been asked to keep Bank Guarantee alive till the order of Arbitration Award.

On the basis of a legal opinion taken from Law Firm, the Management is of the view that we have strong case for recovery of due from ONGC and hence not making any provision for doubtful debts.

(For detailed notes, refer note no.39)

Our Opinion is not modified in this matter.

Information Other than the Financial Statements and Auditor’s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility report, Corporate Governance and shareholder''s information, but does not include the financial statements and our auditor''s report thereon. The report containing other information is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act'') with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors’ Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, international omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in circumstances. Under Section 143[3][i] of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in [i] planning the scope of our audit work and [ii] to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with the governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosures about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies [Auditors'' Report] Order, 2020 [‘the Order''] issued by the Central Government of India in terms of Section 143[11] of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143[3] of the Act, we report that :

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;

e. on the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164 [2] of the Act;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B''. our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting; and

g. with respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the Company to its directors during the year in accordance with the provisions of section 197 of the Act.

h. with respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us :

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer to Note 33 to the standalone Ind AS financial statements;

ii. The Company does not have any material foreseeable losses on long term contracts including derivative contracts, Refer note no. 37 in the Standalone financial statement.;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. (i) the management has represented that, to the best of its knowledge and belief, no funds, have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind funds) by the Holding Company or its subsidiary companies incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the ultimate beneficiaries;

(ii) the management has represented that, to the best of it''s knowledge and belief, other than as disclosed in the notes to accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or in directly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“ Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause(iv) (i) and(iv)(ii) contain any material misstatement.

v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable. As stated in Note No 51 (iv) to the standalone financial statement, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and same has operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tempered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rule 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31,2024.

For Kanodia Sanyal & Associates Chartered Accountants FRN: 008396N

(Pallav Kumar Vaish)

Partner

Place: New Delhi Membership no.: 508751

Date: 21st May 2024 UDIN: 24508751BJZZQM2969


Mar 31, 2023

Jindal Drilling & Industries Limited

Report on the Standalone Ind AS Financial Statements

Opinion

We have audited the accompanying standalone Ind AS financial statements of Jindal Drilling & Industries Limited (‘the Company''), which comprise the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘standalone Ind AS financial statements'').

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013(the Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including Indian Accounting Standards(“ Ind AS”) specified under Section 133 of the Act, of, of the state of affairs (financial position) of the Company as at 31st March, 2023, and its Profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statement in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act, and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the standalone financial statement of the current period. These matters were addressed in the context of our audit of the standalone financial statement as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matter Auditor’s Response

Contingent Liabilities relating to Income Tax Demand

Pursuant to MCA notification dated 30.03.2019 amending the Accounting Standard Ind AS 12 -Income Tax the company reviewed the disputed income tax demand of Rs 842.51 Lakhs, hitherto, disclosed under contingent liabilities. This involves significant management judgment to determine the possible outcome of the uncertain tax position, consequently having an impact on related accounting and disclosures in the standalone financial statements. Refer Note 33 Paragraphs B to the standalone financial statements.

Our audit procedures include the following substantive procedures:

Obtained understanding of key uncertain tax positions; and

We along with our internal tax experts - Read and analyzed selected key correspondences including appeal papers and assessment orders, external opinions obtained by the Company. We also held discussions with the Company''s tax advocate appropriate senior management and evaluated management''s underlying key assumptions in estimating the tax provisions; and Assessed management''s estimate of the possible outcome of the disputed cases.

the accounting estimates and disclosures made in accordance with the Accounting Standards Ind AS 12 and IndAS8.

Litigation, arbitrations, and claims

As described in note 39 paragraph (i) and (ii) of the standalone Ind AS financial statements) As of March 31, 2023, the Company''s discloser relating to legal claims, arbitration and litigation exposures have been identified as a key audit matter due to the large number of complex legal claims across the Company.

Our audit procedures included the following:

• Gained an understanding of the process of identification of claims, litigation, and arbitrations, and evaluated the design and tested the operating effectiveness of key controls.

Key Audit Matter

Auditor’s Response

Due to complexity of cases, timescales for resolution and need to negotiate with various authorities, there is significant judgement required by management in assessing the exposure of each case and thus a risk that such cases may not be adequately provided for or disclosed in the standalone Ind AS financial statements. Accordingly, claims, litigations, and arbitrations was determined to be a key audit matter in our audit of the standalone Ind AS financial statement.

• Obtained the Company''s legal cases summary and critically assessed management''s position through discussions with the legal head and Company management, on both the probability of success in significant cases, and the magnitude of any potential loss.

• Obtained confirmation, where appropriate, from relevant legal counsel and conducted discussions with them regarding material cases. Evaluated the objectivity, independence, competence, and relevant experience of legal counsel.

• Inspected external legal opinions, where appropriate and other evidence to corroborate management''s assessment of the risk profile in respect of legal claims.

• Checked the adequacy of the disclosures with regard to facts and circumstances of the legal and litigation matters.

Emphasis of Matter-

We draw attention to Note no. 39 (i) (a) to the Standalone Financial Statement relating to ONGC Arbitration proceeding and implementation of Arbitration award and Vide Supreme Court of India order dated 27th April 2022, Supreme Court of India has directed as under: -

• Dismissed the Arbitration Award and Appeal order in Bombay High Court with regard to Arbitration initiated by ONGC.

• To constitute a New Arbitration Tribunal between ONGC and JDIL.

• Arbitration Award and Bombay High Court order, in case of Arbitration initiated by JDIL to be kept in abeyance till the Award by the newly constituted Tribunal.

• This case was also transferred to Bombay High Court.

• JDIL has been asked to keep Bank Guarantee alive till the order of Arbitration Award.

On the basis of a legal opinion taken from Law Firm, the Management is of the view that we have strong case for recovery of due from ONGC and hence not making any provision for doubtful debts.

(For detailed notes, refer note no.39)

Our Opinion is not modified in this matter.

Information Other than the Financial Statements and Auditor''s Report thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility report, Corporate Governance and shareholder''s information, but does not include the financial statements and our auditor''s report thereon. The report containing other information is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements, or our knowledge obtained during the course of our audit or otherwise appears to materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the Act'') with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder. This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditors’ Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, international omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in circumstances. Under Section 143(3][i] of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in [i] planning the scope of our audit work and [ii] to evaluate the effect of any identified misstatements in the standalone financial statements. We communicate with those charged with the governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosures about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors'' Report) Order, 2020 [‘the Order'') issued by the Central Government of India in terms of Section 143(11] of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143(3] of the Act, we report that :

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act read with relevant rule issued thereunder;

e. on the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164 (2] of the Act;

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B''. our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting; and

g. with respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16] of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid/provided by the Company to its directors during the year in accordance with the provisions of section 197 of the Act.

h. with respect to the other matters to be included in the Auditors'' Report in accordance with Rule 11 of the Companies (Audit and Auditors] Rules, 2014 (as amended], in our opinion and to the best of our information and according to the explanations given to us :

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer to Note 33 to the standalone Ind AS financial statements;

ii. The Company does not have any material foreseeable losses on long term contracts including derivative contracts, Refer note no. 37 in the Standalone financial statement.;

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

iv. (i] the management has represented that, to the best of its knowledge and belief, no funds, have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind funds) by the Holding Company or its subsidiary companies incorporated in India to or in any other persons or entities, including foreign entities (“Intermediaries”], with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (“Ultimate Beneficiaries”] or provide any guarantee, security or the like on behalf of the ultimate beneficiaries;

(ii] the management has represented that, to the best of it''s knowledge and belief, other than as disclosed in the notes to accounts, no funds have been received by the company from any person(s] or entity(ies], including foreign entities (“Funding Parties”], with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or in directly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“ Ultimate Beneficiaries”] or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(iii] Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representation under sub-clause(iv](i] and (iv](ii] contain any material misstatement.

(iv] The dividend declared and paid during the year by the Company is in compliance with Section 123 of the Act.

(v] Proviso to Rule 3(1] of the Companies (Accounts] Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log] facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11 (g] of Companies (Audit and Auditors] Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For Kanodia Sanyal & Associates Chartered Accountants FRN:008396N

(Pallav Kumar Vaish)

Partner

Place: Gurugram Membership No.: 508751

Date: 28th April 2023 UDIN: 23508751BGQHVA9503


Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Jindal Drilling & Industries Limited (‘the Company’), which comprise the Balance Sheet as at 3I March 20I8, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘standalone Ind AS financial statements’).

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section I 34(5) of the Companies Act, 20I3 (‘the Act’) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section I33 of the Act read with relevant rules issued thereunder

This responsibility also includes the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder

We conducted our audit in accordance with the Standards on Auditing specified under Section I43(I0) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the Auditors’ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, of the financial position of the Company as at 3I March, 20I8, and its financial performance including other comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order 20I6 (‘the Order’) issued by the Central Government of India in terms of Section I43(II) of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order

2. As required by Section 143(3) of the Act, we report that :

a. we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b. in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;

d. in our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section I33 of the Act read with relevant rule issued thereunder;

e. on the basis of the written representations received from the directors as on 3I March 20I8 taken on record by the Board of Directors, none of the directors is disqualified as on 3I March 20I8 from being appointed as a director in terms of Section I64 (2) of the Act;

f with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’; and

g. with respect to the other matters to be included in the Auditors’ Report in accordance with Rule II of the Companies (Audit and Auditors) Rules, 20I4, in our opinion and to the best of our information and according to the explanations given to us :

i. the Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements. Refer to Note 3I to the standalone Ind AS financial statements;

ii. the Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any on long-term contracts including derivative contracts refer note no. 35 to the financial statement.

iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

Annexure - A to the Auditor’s Report

The Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31 March 2018, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.

(ii) a) The management has conducted the physical verification of inventory at reasonable intervals.

b) The discrepancies noticed on physical verification of the inventory as compared to books records which has been properly dealt with in the books of account were not material.

(iii) The Company has granted loans to three bodies corporate covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the Act’).

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had been granted to the bodies corporate listed in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company.

(b) In the case of the loans granted to the bodies corporate listed in the register maintained under Section 189 of the Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under Section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act, with respect to the loans and investments made.

(v) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable

(vi) The Central Government has not prescribed the maintenance of cost under section 148(1) of the Act, for any services rendered by the Company.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund,ESI, income tax, sales tax, value added tax, goods and service tax with effect from July 1, 2017, duty of customs, service tax, cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees’ state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, ESI, income tax, sales tax, value added tax, good and service tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of duty of customs which have not been deposited with the appropriate authorities on account of any dispute. However according to information and explanations given to us, the following dues of income tax, sales tax, duty of excise, service tax and value added tax have not been deposited by the Company on account of disputes :

Name of the Statute

Nature of dues

Amount Disputed (Rs/Lacs)

Forum where dispute is pending

1. Income Tax Act

Income Tax demand

199.32

ITAT A.Y2008-09 to 2010-11

Income Tax demand

92.98

ITAT A.Y 2011-12

Income Tax demand

92.56

ITAT A.Y20I2-I3

Income Tax demand

103.02

ITAT A.Y 2013-14

Income Tax demand

24.33

CIT(A) AY 2014-15

2. Customs Duty

Demand

255.03

Mumbai High court year 1989-91

(viii)In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not taken any loan either from financial institutions or from the government and has not issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year Accordingly, paragraph 3(ix) of the Order is not applicable.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section I97, read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii)According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections I77 and I88 of the Act where applicable and details of such transactions have been disclosed in the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv)According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv)According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act I934.

Annexure - B to the Auditor’s Report

Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting ofJindal Drilling & Industries Limited (‘the Company’) as of 3I March 20I8 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 20I3.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (‘the Guidance Note’) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under Section I43(I0) of the Companies Act, 20I3, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (I) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of the management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 3I March 20I8, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For KANODIA SANYAL & ASSOCIATES

Chartered Accountants

FRN: 008396N

Place : New Delhi PALLAV VAISH

Date : 24th May 2018 Partner

Membership no. : 508751


Mar 31, 2016

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Jindal Drilling & Industries Limited (“the Company") as of 31st March 2016 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For G.SANYAL & CO.

Chartered Accountants

Firm’s Registration Number: 30II43E

(C. SANYAL)

Place : Gurgaon Partner

Dated : 26th May, 2016 Membership Number: 054022


Mar 31, 2015

1) We have audited the accompanying financial statements of Jindal Drilling & Industries Limited ("the Company"), which comprises the Balance Sheet as at March 31,2015, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

2) The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ('the Act') with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selec- tion and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent and design, implementation and maintenance of adequate internal financial controls, that are operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

3) Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4) An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor consid- ers internal financial control relevant to the Company's preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements

5) We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at 31st March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7) As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable.

8) As required by section 143(3) of the Act, we further report that:

a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e. On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2015, from being appointed as a director in terms of Section 164(2) of the Act;

f With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, In our opinion and to the best of our information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements as referred to in note 26.l(2)(ii),(iii),(iv) & 26.9 (v) to the financial statements.

(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any and as required on long term forward contracts refer note 26.3 to the financial statements.

(iii) There has been no delay in transferring amounts, as required to be transferred, to the Investors Education and Protection Fund by the Company.

(Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statement for the year ended 31st March, 2015)

(i) Having regard to the nature of the Company's business/activities etc., clauses (v)Regarding acceptance of deposits from public, (vi) regarding maintenance of Cost records (viii) regarding accumulated losses and cash losses and (xi)regarding utilization of Term loans availed, of Companies (Auditor's Report) Order, 2015 are not applicable to the Company. In respect of other clauses, We report as under:

(ii) In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Fixed Assets.

b) As explained to us, fixed assets have been physically verified by the management in accordance with a regular programme of verification which, in our opinion provides for physical verification of all the fixed assets at reasonable intervals.

c) According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(iii) In respect of its inventories:

a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of inventories and no material discrepancies were noticed on physical verification.

(iv) According to the information and explanations given to us, the Company has granted unsecured loans to three Bodies Corporate only covered in the register maintained under Section 189 of the Companies Act, 2013. Parties are regular in payment of interest and principal which are repayable on demand. There is no overdue amount in respect of the above loans.

(v) In our opinion and according to the information and explanations given to us, there is adequate internal control system commensurate with the size of the Company and the nature of its business, for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanations given to us, no major weakness has been noticed in the internal control system.

(vi) a) According to the information and explanations given to us and based on the records of the Company examined by us, the company is regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Value added tax and other material statutory dues, as applicable, with the appropriate authorities in India;

b) According to the information and explanations given to us, details of dues of Income Tax, Service Tax & Customs duty which have not been deposited as on 31st March 2015 on account of any dispute are as under:

Name of the Statute Nature of dues Forum where dispute is pending

Customs Act, 1962 Customs Duty Mumbai High Court

Service Tax Act, 1994 Service Tax CESTAT

Income Tax Act, 1962 Income Tax Dues ITAT CIT (A)

Name of the Statute Related Financial Year Amount Rs.in Lacs

Customs Act, 1962 1989-91 195.02*

Service Tax Act, 1994 2007-08 603.94

Income Tax Act, 1962 2008-09 to 2010-11 199.32

2011-12 1641.12

*Net of deposits Rs. 60 lacs

c) There has not been any delay during the year under review any transfer of sums to the Investor education and protection fund in accordance with the relevant provisions of the Companies Act 1956 (1 of 1956) and rules made there under.

(vii) According to the information and explanations given to us and as per the books of account examined by us, the company has not defaulted in repayment of dues to banks. The company does not have any borrowings from any financial institution nor the Company has issued any debentures during the financial year.

(viii) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for loan taken by others from banks or financial institutions during the year.

(ix) During the course of our examination of the books and records of the company, carried in accordance with the auditing standards generally accepted in India, we have neither come across any instance of fraud on or by the Company noticed or reported during the course of our audit nor have we been informed of any such instance by the Management.

For G.SANYAL & CO.

Chartered Accountants Firm's Registration Number: 301143E

(C. SANYAL)

Place : New Delhi Partner

Dated : 26th May, 2015 Membership Number: 054022


Mar 31, 2014

We have audited the accompanying financial statements of Jindal Drilling & Industries Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 of India (the "Act")read with the General Circular 15/2013 dated 13 September 2013 of the ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013.This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors'' judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an effectiveness of Company''s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2014

b) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003, as amended by the Companies (Auditor''s Report) (Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act (hereinafter referred to as the "Order"), we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2) As required by Section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under Companies Act 1956'' ("the Act") read with General Circular 15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of section 133 of the Companies Act 2013 and;

e) On the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

ANNEXURETO THE INDEPENDENTAUDITORS'' REPORT (Annexure referred to in our report of even date to the members of Jindal Drilling & Industries Ltd.)

I. Having regard to the nature of the company''s business/activities etc, clauses (vi) regarding acceptance of deposits from public (viii) regarding maintenance of cost records, (x) regarding accumulated losses and cash losses, (xii) regarding granting of loans and advances on the basis of securities by way of pledge of shares, debentures and other securities, (xiii) regarding chit fund, nidhi/mutual benefit fund/ societies, (xiv) regarding dealing or trading in shares, securities, debentures and other investments, (xvi) regarding utilization of Term loans obtained, (xix) regarding creation of security for debentures issued and (xx) regarding end use of money raised by public issues, of Companies (Auditors Report) Order, 2003 are not applicable to the company. In respect of other clauses, we report as under:

II. In respect of its Fixed Assets

(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) The fixed assets were physically verified during the year by the management in accordance with a regular programmme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year, were not substantial.

III. In respect of its Inventories:

(a) As explained to us, the inventories were physically verified during the year by the management at reasonable intervals.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to the information and explanations given to us, the company has maintained proper records of inventories and no material discrepancies noticed on physical verification.

IV. a. According to the information and explanations given to us, the company has granted unsecured loans to two companies only covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year end, balance of such loans including loan given earlier to one company aggregated to R 15667 lacs and R 7535 lacs respectively. Other than above, the company has not granted any loan secured or unsecured, to companies, firms, or parties covered in the register maintained under 301 of Companies Act 1956.

b. In our opinion, the rate of interest and other terms and conditions on which the loans have been granted to the body corporate listed in the register maintained under 301 of Companies Act 1956, are not prima facie prejudicial to the interest of the company.

c. The receipts of the principal amount and interest thereon are as per stipulation and there are no overdue amounts.

d. The company has not taken any loans during the year from companies, firms or other parties covered in the register maintained under 301 of Companies Act 1956. Consequently, clause (iii)(f) & (iii)(g) of Paragraph 4 of the Order are not applicable.

V. In our opinion and according to the information and explanations given to us, there is an adequate internal control systems/procedures commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

VI. In respect of the transactions entered in the register maintained in pursuance of section 301 of the Companies Act,1956:

a. To the best of our knowledge and belief and according to the information and explanations given to us by the management, the transactions that needed to be entered in the register maintained under section 301 of the Act have been so entered.

b. As per the audit procedures applied by us and as per the information and explanations given to us, with respect to the transactions as entered in the register maintained under section 301 of the Companies Act 1956 and exceeding the value of R Five Lacs in respect of each party, during the financial year, have been made at a price which appear reasonable as per information available with the company.

VII. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants have been commensurate with the size of the company and nature of its business.

VIII. According to the information and explanations given to us in respect of Statutory and other dues:

(a) The company has been regular in depositing the undisputed dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-Tax, Sales Tax, Wealth-tax, Custom Duty, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities during the year.

(b) There were no undisputed amount in respect of Income Tax, Wealth tax, Customs duty, Service tax, Cess and other material statutory dues in arrears as at 31st March 2014 for a period of more than six months from the date they become payable.

(c) According to the information and explanations given to us, details of dues of income tax, Sales tax, Custom Duty, Wealth Tax, Excise Duty and Cess which have not been deposited as on 31st March, 2014 on account of any dispute are given below:

Forum where

Name of the Statute Nature of Dues dispute is pending

Custom Act 1962 Custom Duty Mumbai High Court

Income Tax Act Demand for CIT (A) Income Tax

Service tax Act, 1994 Service Tax CESTAT

Name of the Statute Related Amount Financial Year (R in Lacs)

Custom Act 1962 1989-91 195.03*

Income Tax Act 2007-08 316.27

2008-09 870.54

2009-10 4069.12

Service tax Act, 1994 2007-08 603.94

*Net of deposits R 60 Lacs

IX. According to the information and explanations given to us and as per the books of accounts examined by us, the company has not defaulted in the repayment of dues to the financial institutions / banks. The Company does not have any borrowings from any financial institution nor has it issued any debentures as at the balance sheet date.

X. According to the information and explanations given to us, no guarantees provided by the company are outstanding as on 31/03/2014.

XI. According to the information and explanations given to us, on an overall basis, no funds raised by the Company on short-term basis, has been used for long-term investments.

XII. According to the information and explanations given to us, during the year, the company has made preferential allotment of shares to seven parties covered in the register maintained under section 301 of the Companies Act, 1956 at prices which are not prejudicial to the interest of the Company.

XIII. According to the information and explanations given to us, and on the basis of our examination of the books and records of the company carried out in accordance with the generally accepted auditing practices in India, we have not come across any such instance of fraud on or by the company, noticed and reported during the year.

For G. SANYAL & CO.

CHARTERED ACCOUNTANTS

FRN 301143E (PARMOD KUMAR GUPTA)

Place: Gurgaon PARTNER

Dated: 24th May, 2014 Membership No. 015912


Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jindal Drilling & Industries Limited(‘the Company''), which comprise the Balance Sheet as at 31st March 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year ended, and Notes on Financial Statements comprising of a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (‘the Act''). This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of the material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances.

An audit also includes evaluating the appropriateness of accounting policies used and reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2013;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor''s Report) Order, 2003 (‘the Order'') as amended, issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2) As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e) On the basis of written representations received from the directors as on 31st March 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;

ANNEXURE TO THE AUDITORS REPORT

i. Having regard to the nature of the company''s business/activities etc., clauses (vi) regarding acceptance of deposits from public, (viii) regarding maintenance of cost records, (x) regarding accumulated losses and cash losses, (xii) regarding granting of loans and advances on the basis of securities by way of pledge of shares, debentures and other securities, (xiii) regarding chit fund, nidhi/mutual benefit fund/societies, (xiv) regarding dealing or trading in shares, securities, debentures and other investments, (xvi) regarding utilization of Term loans obtained, (xix) regarding creation of security for debentures issued and (xx) regarding end use of money raised by public issues, of Companies (Auditors Report) Order, 2003 are not applicable to the Company. In respect of other clauses, we report as under:

ii. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b. The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The Company has not disposed of substantial part of fixed assets during the year. iii. In respect of its Inventories:

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on physical verification.

iv. a. According to the information and explanations given to us, the company has granted unsecured loans to two companies only covered in the register maintained under Section 301 of the Companies Act, 1956. The maximum amount involved during the year and the year end, balance of such loans including loan given earlier to one company aggregated to Rs. 14942.14 lac and Rs.14001.23 lac respectively. Other than above, the company has not granted any loans, secured or unsecured, to companies, firms, or parties covered in the register maintained under section 301 of the Companies Act 1956.

b. In our opinion the rate of interest and other terms and conditions, on which the loans have been granted to the body corporate listed in the register maintained Under section 301 of the Companies Act 1956 are not, prime facie, prejudicial to the interest of the company.

c. The receipts of the principal amount and interest thereon is as per stipulation and there are no overdue amounts.

d. The company has not taken any loans during the year from companies, firms or other parties covered in the register maintained Under section 301 of the Companies Act'' 1956. Consequently, clause (iii)(f) & (iii)(g) of Paragraph.4 of the Order are not applicable.

v. In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

vi. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a. to the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b. in our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 and exceeding the value of five lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the company.

vii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants have been commen- surate with the size of the company and the nature of its business.

viii. According to the information and explanations given to us in respect of Statutory and other dues:

1. The company has been regular in depositing undisputed dues, including Provident fund, Investor education and protection fund, Employees state insurance, Income tax, Wealth tax, Customs duty, Service tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

2. There were no undisputed amount payable in respect of Income tax, Wealth tax, Customs duty, Service tax, Cess and other material statutory dues in arrears as at 31st march, 2013 for a period of more than six months from the date they became payable.

ix. In our opinion and according to the information and explanations given to us, the company has not defaulted in the repayment of dues to banks. The Company does not have any borrowings from any financial institution nor has it issued any debentures as at the balance sheet date.

x. According to the information and explanations given to us, the company has given guarantees amounting to $ 22.5 million (equivalent to Rs. 12217.5 lac ) to an Axis Bank, Singapore branch as a collateral security for providing loan to its one Joint Venture Companies (refer to note 26.1(2)(i) ) and the terms & conditions thereof are not prejudicial to the interest of the Company.

xi. According to the information and explanations given to us, on an overall basis, no funds raised on short term basis, been used during the year for long term investment.

xii. During the year, the Company has made preferential allotment of shares to three companies covered in the Register maintained under section 301 of the Companies Act'' 1956 at prices which are not prejudicial to the interest of the Company.

xiii. According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

For G.SANYAL & CO.

Chartered Accountants

Firm''s Registration Number: 301143E

(C. SANYAL)

Place : Gurgaon Partner

Dated: 24th May, 2013 Membership Number: 054022


Mar 31, 2012

1. We have audited the attached Balance Sheet of JINDAL DRILLING & INDUSTRIES LIMITED as at 31st March, 2012, the statement of Profit and Loss and the Cash Flow Statement for the year ended on that date, annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with Auditing Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor's Report) Order 2003 issued by the Central Government of India in terms of sub- section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4and 5 of the said Order.

Without qualifying our opinion, we draw attention to Note 26.9(iv) of the financial statements. The Company has given interest free loan of Rs. 15 crore to Jindal Drilling & Industries Limited Employees Welfare Trust during the year.

4. Further to our comments in the annexure referred to in paragraph 3 above, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

b. In our opinion, proper books of account, as required by law, have been kept by the Company, so far as appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in agreement with the books of account;

d. In our opinion the Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report are in compliance with the mandatory Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

e. On the basis of written representations received from the Directors as on March 31,2012 and taken on record by the Board of Directors, we report that none of the Directors is disqualified as on March 31, 2012from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Companies Act 1956;

f. In our opinion and to the best of our information and according to the explanations given to us, they said account together with notes thereon and attached thereto, give the information required by the Companies Act, 1956, in the manner so required, and give a true and Fairview, in conformity with the accounting principles generally accepted in India:

(i) In the case of the Balance Sheet, of the state of affairs of the Company as at31st March,2012;

(ii) In the case of the Statement of Profit and Loss, of the Profit for the year ended on that date and

(iii) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

(Referred to in paragraph 3 of our report of even date)

i. Having regard to the nature of the Company's business/activities etc, clauses (vi) regarding acceptance of deposits from public, (viii) regarding maintenance of cost records, (x) regarding accumulated losses and cash losses, (xii) regarding granting of loans and advances on the basis of securities by way of pledge of shares, debentures and other securities, (xiii) regarding chit fund, nidhi/mutual benefit fund/societies, (xiv) regarding dealing or trading in shares, securities, debentures and other investments, (xviii) regarding preferential allotment of shares, (xix) regarding creation of security for debentures issued and (xx) regarding end use of money raised by public issues, of Companies (Auditors Report) Order, 2003 are not applicable to the Company. In respect of other clauses, we report as under:

ii. In respect of its Fixed Assets:

a. The Company has maintained proper records showing full particulars including quantitative details and situation of the fixed assets.

b. The fixed assets were physically verified during the year by the management in accordance with a regular programme of verification which, in our opinion provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c. The Company has not disposed of substantial part offered assets during the year.

iii. In respect of its Inventories:

a. As explained to us, inventories were physically verified during the year by the management at reasonable intervals.

b. In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanations given to us, the Company has maintained proper records obits inventories and no material discrepancies were noticed on physical verification.

iv. a. According to the information and explanations given to us, the Company has granted unsecured loans to one Company covered in the register maintained under Section 301 of the Companies Act, 1956. In respect of the said loans, the maximum amount outstanding at any time during the year was Rs. 9708.93 lacs and the yearend balance is Rs. 6010.17 lacs. The terms &conditions of the loans are prima facie not prejudicial to the interest of the Company.

b. The receipts of the principal amount and interest thereon is as per stipulation and there are no overdue amounts.

c. The Company has not taken any loan during the year from Companies, firms or other parties covered in the register maintained under Section 301 of the Companies Act, 1956. Consequently clause (iii)(f) and (iii)(g) of paragraph 4 of the Order are not applicable.

v. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, no major weakness has been noticed in the internal control system.

vi. In respect of transactions entered in the register maintained in pursuance of Section 301 of the Companies Act, 1956:

a. To the best of our knowledge and belief and according to the information and explanations given to us, transactions that needed to be entered into the register have been so entered.

b. In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts/arrangements entered in the register maintained under Section 301 of the Companies Act, 1956and exceeding the value of Rs. 5 lacs in respect of each party during the year have been made at prices which appear reasonable as per information available with the Company.

vii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants have been commensurate with the size of the Company and the nature obits business.

viii. According to the information and explanations given to us in respect of Statutory and other dues:

1. The Company has been regular in depositing undisputed dues, including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Wealth Tax, Customs Duty, Service Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

2. There were no undisputed amount payable in respect of Income Tax, Wealth Tax, Customs Duty, Service Tax, Cess and other material statutory dues in arrears as at 31st March, 2012 for a period of more than six months from the date they became payable.

3. The following disputed statutory liabilities have not been deposited in viewof pending appeals:

Statute Nature Forum Amount involved Related (Rs. in lacs) Financial Year

Customs Act,1962 Custom Duty Mumbai High Court 195.03* 1989-91

Income Tax Act,1961 Income tax CIT(A) 316.28 2007-08

Finance Act,1994 Service tax CESTAT 603.94 2007-08

*net of deposit of Rs. 60 lacs

ix. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks. The Company has not issued any debentures.

x. According to the information and explanations given to us, the Company has given guarantees amounting to $42.00 million (equivalent toRs. 21365.4 lacs) to an overseas banks a collateral security for providing loan to its two Joint Venture Companies (refer to note 26.1(2)(i)) and the terms & conditions whereof are not prejudicial to the interest of the Company.

xi. The Company has not obtained any fresh term loan during the year.

xii. According to the information and explanations given to us, on an overall basis, no funds raised on short term basis, been used during the year for long term investment.

xiii. To the best of our knowledge and belief and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year.

For G.SANYAL & CO.

Chartered Accountants

FRN.301143E

(C.SANYAL)

Place : Gurgaon Partner

Date: 8thAugust,2012 (Membership No.054022)


Mar 31, 2011

1. We have audited the attached Balance Sheet of JINDAL DRILLING AND INDUSTRIES LIMITED, as at 31 st March, 2011, and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India.Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for ouropinion.

3. As required by the Companies (Auditors' Report) Order, 2003 {as amended by the Companies (Auditors' Report) (Amendment) Order, 2004} {hereinafter referred to as 'Order'} issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2011 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2011 from being appointed as a director in terms of clause (g) of sub- section (1) of Section 274 of the Companies Act, 1956;

(vi) Without qualifying our opinion, we draw attention to:

a) note number B4(ii) of schedule number 18 of notes to accounts regarding outstanding dues of Rs.6586 lacs withheld by ONGC which has been considered good by the management based on the legal opinion obtained.

b) note number B5(i) of schedule number 18B of notes to accounts regarding loan of Rs. 1087 lacs to one party which is subject to confirmation.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2011;

b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS' REPORT

(As referred to in paragraph '3' of our report to the members of JINDAL DRILLING AND INDUSTRIES LIMITED on the accounts as at & for the year ended 31 st March 2011)

1. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

b) In our opinion, certain fixed assets of the Company have been physically verified by the management according to a phased programme designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of fixed assets. No material discrepancies were noticed on such verification as compared to the books of account.

c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

2. (a) The inventory has been physicallyverified bythe management during theyear.lnouropinion,thefrequencyofverification is reasonable.

b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

c) In our opinion, the Company is maintaining proper records of inventory. As far as we could ascertain and according to the information and explanations given to us, no material discrepancies were noticed between the physical stock and the book records.

3. (a) As per the information and explanations given to us, the Company has granted unsecured loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 8930.34 lacs and the year-end balance of loans granted to such parties was Rs. 8930.34 lacs.

b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

c) The receipts of the principal amount and interest thereon is as stipulated.

d) There is no overdue amount in respect of loan granted to such parties.

e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly clauses 4(iii) (f) and (g) of the order are not applicable.

4. In our opinion and according to the information and explanations given to us, there exists adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have neither come across nor have we been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system of the Company.

5. (a) According to the information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

b) As far as we could ascertain on the basis of our selective checking and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements including those exceeding the aggregate amount of rupees five lacs in respect of each party made during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public and consequently the directives issued by the Reserve Bank of India and the provisions of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the Company.

7. According to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

8. According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause(d) of subsection (1)of section 209 ofthe Companies Act, 1956.

9. (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales Tax, Service Tax, Wealth Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it. However an amount of Rs. 38,316 relating to Employees' State Insurance in respect of Gurgaon Office has not been deposited due to non allotment of Employees' State Insurance Sub-Code number by ESIC authorities.

(b) According to the information and explanations given to us and on the basis of our examination ofthe books of accounts, no undisputed amounts payable in respect of IncomeTax, Wealth Tax, Sales Tax, Custom Duty, Excise Duty and Cess were in arrears at the year-end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records ofthe Company examined by us, there are no dues of Sales Tax, Wealth Tax, Excise Duty and Cess which have not been deposited on account of any dispute except the following in respect of Custom Duty, IncomeTax and Service Tax along with the forum where the dispute is pending:

Name of Nature of Amount Financial Forum where Statute Dues (Rs. in lacs) Year to which dispute pending amount relates

Customs Act, 1964 Custom Duty 195.03* 1989-91 Custom Department including penalty

Income Tax Act, 1961 IncomeTax 391.51 2006-07 Commissioner of IncomeTax (Appeals)

Finance Act, 1994 Service Tax 603.94 2007-08 CESTAT

*net of deposit of Rs. 60 lacs

10. The Company does not have any accumulated losses. The Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or bank. The Company has not issued any debentures during the year.

12. In our opinion and according to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The Company is not a chit fund or a nidhi/ mutual benefit fund/society. Hence, the provisions of clause 4(xiii) ofthe Order are not applicable to the Company.

14. In our opinion the Company is not primarily dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) ofthe order are not applicable.

15. The Company has provided corporate guarantee amounting to US$ 42.50 million (equivalent to Rs. 18946.50 lacs) to Axis Bank Limited, Singapore Branch as a collateral security for providing financial assistance to its two Joint Venture Companies, Discovery Drilling Pte. Ltd., Singapore (DDPL) & Virtue Drilling Pte. Ltd., Singapore (VDPL). Further, the Company has pledged its 100% investment in the DDPL and VDPL to the lenders ofthe respective Joint Venture Companies. The terms and conditions ofthe aforesaid arrangements are not, prima facie, prejudicial to the interest ofthe Company.

16. On the basis of records made available and according to information and explanations given to us, the Company has applied its term loans for the purposes for which the loans were obtained.

17. According to the information and explanations given to us and on an overall examination ofthe Balance Sheet ofthe Company, we report that no funds raised on short term basis have been used for long term investment.

18. According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

19. The Company has not issued any debentures during the year.

20. Since the Company has not raised any money during the year by way of public issue, the provisions of clause 4(xx) of the Order are not applicable to the Company.

21. Based upon the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and on the basis of the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

ForS.S.KOTHARIMEHTA&CO.

Chartered Accountants

Firm's Regn. No. 000756N

K.K.TULSHAN

Place: Gurgaon Partner

Date : 3rd August, 20011 Membership No. 085033


Mar 31, 2010

1. We have audited the attached Balance sheet of JINDAL DRILLING AND INDUSTRIES LIMITED as at 31st March 2010, the Profit and Loss Account and also the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 {as amended by the Companies (Auditors Report) (Amendment) Order, 2004} {hereinafter referred to as Order} issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956;

(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956;

(vi) Without qualifying our opinion, we draw attention to note number 4(ii) of schedule number 18B of notes to accounts regarding outstanding dues of Rs.6633 lacs withheld by ONGC which has been considered good by the management based on the legal opinion obtained.

(vii) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2010;

(b) In the case of the Profit and Loss Account, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.



ANNEXURE TO THE AUDITORS REPORT



(As referred in paragraph 3 of our report to the members of JINDAL DRILLING AND INDUSTRIES LIMITED on the accounts for the year ended 31st March 2010)

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

(b) In our opinion, certain fixed assets of the Company have been physically verified by the management according to a phased programme designed to cover all assets over a period of three years, which in our opinion is reasonable having regard to the size of the company and the nature of fixed assets. No material discrepancies were noticed on such verification as compared to the books of account.

(c) Fixed assets disposed off during the year were not substantial and therefore do not affect the going concern assumption.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable.

(b) The procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion, the company is maintaining proper records of inventory. As far as we could ascertain and according to the information and explanations given to us, no material discrepancies were noticed between the physical stock and the book records.

(iii) (a) As per the information & explanations given to us, the company has granted unsecured loan to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the year was Rs. 7498.16 lacs and the year-end balance of loans granted to such parties was Rs.7498.16 lacs.

(b) In our opinion, the rate of interest and other terms and conditions of such loans are not, prima facie, prejudicial to the interest of the company.

(c) The receipts of the principal amount are regular as stipulated. The parties are regular in payment of interest, as stipulated;

(d) There is no overdue amount in respect of loan granted to such parties.

(e) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956. Accordingly, clauses 4(iii) (f) & (g) of the Order are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there exists adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have neither come across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control system of the company.

(v) (a) According to information and explanations given to us, we are of the opinion that the particulars of all contracts or arrangements that need to be entered into the register maintained under section 301 of the Companies Act, 1956 have been so entered.

(b) As far as we could ascertain on the basis of our selective checking and according to the information and explanations given to us, the transactions made in pursuance of aforesaid contracts or arrangements including those exceeding the aggregate amount of rupees five lakhs in respect of each party made during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public and consequently, the directives issued by the Reserve Bank of India and the provisions of Sections 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the rules framed there under are not applicable to the company.

(vii) According to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(viii) According to information and explanations given to us, the Central Government has not prescribed maintenance of cost records under clause (d) of sub section (1) of section 209 of the Companies Act, 1956.

(ix) (a) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other material statutory dues applicable to it.

(b) According to information and explanations given to us and on the basis of our examination of the books of account, no undisputed amounts payable in respect of Income Tax, Sales Tax, Wealth Tax, Custom Duty, Excise Duty and Cess were in arrears at the year-end for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, wealth tax, service tax and excise duty which have not been deposited on account of any dispute. The particulars of customs duty as at 31.03.2010 which have not been deposited on account of dispute are as follows:

Name of Nature of Amount* Period to which Forum where

Statute the Dues (Rs. in lacs) amount relates dispute pending

Customs Act, 1964 Custom Duty including 195.03 1989-91 Custom Department penalty

*net of deposit of Rs. 60 lacs

(x) The company does not have any accumulated losses. Hence, the provisions of clause 4(x) of the Order are not applicable to the company.

(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank. The company has not issued any debentures during the year.

(xii) In our opinion and according to the information & explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The company is not a chit fund or a nidhi/ mutual benefit fund/ society. Hence, the provisions of Clause 4(xiii) of the Order are not applicable to the company.

(xiv) In our opinion, the company is not primarily dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable to the company.

(xv) The Company has provided corporate guarantee amounting to US$ 42.50 million (equivalent to Rs.19,082.50 lacs) to Axis Bank Limited, Singapore Branch as a collateral security for providing financial assistance to its two Joint Venture Companies, Discovery Drilling Pte. Ltd., Singapore (DDPL) & Virtue Drilling Pte. Ltd., Singapore (VDPL). Further, the Company has pledged its 100% investment in the DDPL and VDPL to the Lenders of the respective Joint Venture Companies. The terms and conditions of the aforesaid arrangements are not, prima facie, prejudicial to the interest of the company.

(xvi) On the basis of records made available and according to information and explanations given to us, the company has applied its term loans for the purposes for which the loans were obtained.

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet of the company, we report that no funds raised on short-term basis have been used for long-term investment.

(xviii) According to the information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956.

(xix) The company has not issued any debentures during the year.

(xx) Since the Company has not raised any money during the year by way of public issue, the provisions of clause 4(xx) of the Order are not applicable to the Company.

(xxi) Based upon the audit procedure performed for the purpose of reporting the true and fair view of the financial statements and on the basis of the information and explanations given by the management, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

ForS.S.KOTHARIMEHTA&CO.

Chartered Accountants

Firms Regn. No. 000756N

ATULSEKSARIA

Partner

Membership No. 086370

Place : New Delhi

Date : May 19, 2010

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