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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Jindal Drilling & Industries Ltd.

Mar 31, 2025

Your Directors are pleased to present the 41st Annual Report, together with the Audited Financial Statements for the
financial year ended March 31, 2025.

FINANCIAL RESULTS

Particulars	2024-25	2023-24
Revenue	827.95	617.01
Other Income	56.38	28.98
Total Income	884.33	645.99
Expenditure excluding Interest & Dep.	590.53	417.90
Interest	16.27	12.81
Depreciation	89.12	63.63
Profit Before Tax	188.41	151.65
Income Tax	47.57	37.56
Net Profit	140.84	114.09

RESULTS OF OPERATIONS

Total income of the Company during the year was Rs. 884.33 Crore as against Rs. 645.99 Crore in the previous year.
The Company earned net profit of Rs. 140.84 Crore as against Rs. 114.09 Crore in the previous year.

During the year, the Company has acquired jack-up rig âJindal Pioneerâ from Discovery Drilling Pte. Ltd., Singapore, (a
joint venture of the Company), at a consideration of USD 75 million. It shall improve operational synergies, increase
scale of operations and profitability of the Company.

During the year, Company operated 4 Jackup Rigs for full year, 1 Jackup Rig for 6 months, and 1 Jackup Rig for 1 month.
Apart from this 8 Directional Drilling Sets and 6 Mud Logging Sets on an average basis operated during the year.

There is no change in the nature of business of the Company during the year.

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 1/- per equity share of Rs. 5/- each, for the year ended 31st
March, 2025, subject to the approval of the members at the ensuing Annual General Meeting.

Your Company has a Dividend Distribution Policy, in compliance with the Securities and Exchange Board of India
(Listing Obligations And Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).The Policy is available on
the Company''s website: www.jindal.com/jdil/pdf-new/Dividend-Distribution-Policy.pdf. In terms of the Policy, equity
shareholders of the Company may expect dividend if the Company has surplus funds after taking into consideration
relevant internal and external factors enumerated in the Policy for declaration of dividend.

TRANSFER TO RESERVES

During the year, no amount is proposed to be transferred to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013 (âthe Actâ) read with Companies
(Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting
Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures.

The Audited Consolidated Financial Statements along with Auditors'' Report thereon form part of this Annual Report.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies namely, Discovery Drilling Pte. Ltd. (DDPL), Singapore and Virtue
Drilling Pte. Limited (VDPL), Singapore.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of
financial statements of Joint Venture Companies in Form AOC-1 forms part of financial statements of this annual report.

Mr. Dharam Pal Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.

Tenure of Dr. Raj Kamal Aggarwal as an Independent Director is expiring on 9th November, 2025. Board on the
recommendation of Nomination and Remuneration Committee, has proposed to re-appoint him for another term of
five years, subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

During the year, Mr. Vijay Kaushik and Mrs. Saroj Bhartia ceased to be Independent Directors upon completion of
their tenure on 25th September, 2024. Mr. Pattamadai Natarajasarma Vijay and Mrs. Sarita Agrawal were appointed as
Independent Directors, w.e.f. 26th September, 2024.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the
Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending
meetings of the Company.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as
on 31st March, 2025, were Mr. Narayan Ramaswamy, Chief Executive Officer, Mr. Pawan Kumar Rustagi, Chief Financial
Officer and Mr. Binaya Kumar Dash, Company Secretary.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have given declarations to the Company under Section 149(7) of the
Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read
with Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that they are not debarred or disqualified
from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such
statutory authority.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience
and expertise and they hold highest standards of integrity (including the proficiency) and fulfills the conditions
specified in the Act read with Rules made thereunder and SEBI Listing Regulations and are eligible and independent
of the management.

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the
Company : www.jindal.com

BOARD MEETINGS

During the year 2024-25, 4 (Four) meetings of the Board of Directors were held. Details of meetings are given in the
Corporate Governance Report, which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has formulated a policy to familiarize
the Independent Directors with the Company and the details of Familiarization Programme are provided in the
Corporate Governance Report and also available on the website of the Company : https://www.jindal.com/jdil/pdf-
new/Details-of-Familiarization-Programmes.pdf

BOARD EVALUATION

In terms of the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), annual performance evaluation of the Board is
undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the
Board and the Committees. The Company has a structured assessment process for evaluation of performance of
the Board, its Committees and individual performance of each Director including the Chairman. The evaluations are
carried out in a confidential manner after seeking inputs from all Directors on the basis of criteria such as the Board
composition and structure, effectiveness of board processes, information and functioning, etc. The Independent
Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a
whole, the Chairman of the Company after taking into account the views of other Non-Executive Directors, the quality,
quantity and timeliness of flow of information between the Company management and the Board that is necessary for
the Board to effectively and reasonably perform their duties. As an outcome of the evaluation, it was noted that Board
as a whole has a composition that is diverse in experience, skills, expertise, competence, gender balance, and fosters
open and transparent discussions. The overall performance evaluation exercise was completed to the satisfaction of
the Board.

The salient features of Company''s Policy on appointment and remuneration of Directors, key managerial personnel and
other employees including criteria for determining qualifications, positive attributes, independence of Directors and
other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance
Report, which forms part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âIEPF Rulesâ), dividend, if not claimed for a period of
seven years from the date of transfer to Unpaid Dividend Account of the Company, is liable to be transferred to the
Investor Education and Protection Fund (âIEPFâ). Further, all the shares in respect of which dividend has remained
unclaimed / unpaid for seven consecutive years or more from the date of transfer to unpaid/unclaimed dividend
account shall also be transferred to IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed
dividend for upto FY 2016- 17 along with relevant shares to the Investor Education and Protection Fund (IEPF). The
details are also available on the website of the Company JDIL Investor Relation - Unclaimed and Unpaid Dividend /
IEPF (wwwjindal.com)

Shareholders are requested to get in touch with the RTA/Company for encashing the unclaimed dividend/principal
amount, if any, standing to the credit of their account.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces.
All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and
health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving
work place safety continued to be top priority at working sites. The Company''s business operations are exposed to a
variety of financial risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

During the year the Company has re-constituted Risk Management Committee (RMC) pursuant to applicable provisions
of Listing Regulations. The Risk Management Committee assists the Board in fulfilling its oversight responsibility with
respect to Enterprise Risk Management (''ERM'').

The terms of reference of the RMC are:

(a) Overseeing key risks, including strategic, financial, operational, sectoral, sustainability (particularly ESG related risks),
IT (including cyber security) and compliance risks;

(b) Developing risk management policy and risk management system/framework for the Company.

(c) Assisting the Board in framing, implementing and monitoring the risk management plan for the Company and
reviewing and guiding the Risk Policy.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5) of the Companies Act, 2013 the Company has in place adequate Internal
Financial Controls with reference to the Financial Statements. Audit Committee periodically reviews the adequacy of
internal financial controls.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were
observed.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting
standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of
financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2025 have been prepared on a going concern basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively; and

that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company
prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management
and Administration) Rules, 2014 is available on the Company''s website i.e. https://wwwjindal.com/jdil/pdf-new/
Annual-Return-2024.pdf

AUDIT COMMITTEE

During the year the Company has re-constituted Audit Committee pursuant to applicable provisions of Listing
Regulations and Companies Act. The Audit Committee of the Company consists of Mr. Pattamadai Natarajasarma
Vijay, Chairman, Mr. Dharam Pal Jindal and Dr Raj Kamal Aggarwal as its other members. The terms of reference are
in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing
Regulations, including Part C of Schedule II of SEBI Listing Regulations.

VIGIL MECHANISM

The Company has implemented Vigil Mechanism / Whistle Blower Policy and the oversight of the same is with Audit
Committee of the Company. The policy inter-alia provides that any Director, Employees, Stakeholders, who observe
any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies,
improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit
Committee. During the year, no person has been denied access to the Chairman of the Audit Committee. The said
policy has been disclosed on the Company''s website under the web link : https://www.jindal.com/jdil/pdf-new/Vigil-
Mechanism-Whistle-Blower-Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of
the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been
approved by the Board. The salient feature of CSR Policy is given in Annual Report on CSR annexed to the Report and
Complete CSR Policy may be accessed on Company''s website at https://www.jindal.com/jdil/pdf-new/Corporate-
Social-Responsibility-(CSR)-Policy.pdf

Details of composition of the CSR Committee, the number of meetings held and attendance of the Committee
members are provided in the Corporate Governance Report, which forms part of this Report.

Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is appended as Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees given and investments made under the provisions of Sec. 186 of the Companies Act, 2013,
have been disclosed in the notes forming part of the Standalone Financial Statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with related parties during the year were in the
ordinary course of business and on an arm''s length basis. Therefore the disclosure in Form AOC-2 pursuant to Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material
significant related party transactions with any of the related parties that may have potential conflict with the interest of
the Company at large.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditors'' Certificate complying with the conditions of Corporate
Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report
which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women
at Workplace [Preventions, Prohibition and Redressal] Act, 2013. Disclosures in relation to the said act;

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the financial year - NIL

c. number of complaints pending as on end of the financial year and cases pending for more than ninety days: NIL
STATUTORY AUDITORS & THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kanodia Sanyal & Associates, Chartered
Accountants; [FRN-008396N], were appointed as Statutory Auditors of the Company from the conclusion of 38th
Annual General Meeting of the Company until the conclusion of 43rd Annual General Meeting.

The Auditor''s Report for the year under review does not contain any qualification, reservation, adverse remark, or
disclaimer. The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers
or employees to the Audit Committee under section 143[12] of the Companies Act, 2013.

SECRETARIAL AUDITORS & THEIR REPORT

The Board had appointed Mr. Namo Narain Agarwal, [FCS No. 234] Company Secretary in practice to conduct
Secretarial Audit for the financial year ended 31st March, 2025. The Secretarial Audit Report for the year ended 31st
March, 2025 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, in terms of the amended Regulation 24A of the Listing Regulations, M/s Ajit Mishra & Associates, Company
Secretaries have been recommended by the Audit Committee and the Board of Directors for appointment as the
Secretarial Auditors of the Company, for a term of five consecutive years, beginning from financial year 2025-26, for
the approval by the shareholders of the Company at the ensuing Annual General Meeting.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directors''
and âGeneral Meetings'' respectively have been duly followed by the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from Public within the meaning of the directives issued by the Reserve
Bank of India, provisions of Section 73 to 76 of the Companies Act, 2013 and as such, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134[3][m] of the Companies Act, 2013, read with the
Companies [Accounts] Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

A Statement containing Particulars of Employees as required under Section 197[12] of the Act read with Rule 5[1] of the
Companies [Appointment & Remuneration of Managerial Personnel] Rules, 2014 is annexed with this Annual Report.
Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the
limits as set out in the Rule 5[2] read with Rule 5[3] of the aforesaid Rules forms part of this Report. However, in terms of
second proviso of Section 136[1] of the Act, the Annual Report and Accounts are being sent to the members and others
entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members
at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual
General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company
Secretary, at the Corporate Office of the Company.

COST RECORDS & COST AUDITOR

Maintenance of cost records, as specified by the Central Government under sub-section [1] of Section 148 of the
Companies Act, 2013 is not required by the Company and accordingly such accounts and records are not being
maintained. Hence, the appointment of Cost Auditors is not applicable to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, the
Business Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental,
Social and governance fronts is forming part of this Report.

MATERIAL CHANGES & COMMITMENTS AFTER THE CLOSURE OF THE FINANCIAL YEAR

The award of Arbitration Panel dated 3rd April, 2025, constituted under the directions of Hon''ble Supreme Court, in
favour of the Company, in the Arbitration Proceedings between the Company and ONGC, may be treated as material
changes and commitments, affecting the financial position of the Company that has occurred after the end of the
financial year ended 31st March, 2025 and till the date of this Report.

In view of the aforesaid Award of Arbitration Tribunal, receivables of Rs. 66.33 crores as, appearing in the Financial
Statement, will be adjusted against Other Financial Liabilities and balance amount of Rs. 100.42 Crore shall be transferred
to Profit & Loss Account, resulting in an equivalent increase in profit. The company is yet to account for the above, as
per the order of Mumbai High Court, since the bank guarantee of Rs 166.85 crores given to Mumbai High Court is to
be kept alive for 8 weeks, i.e. upto 12th September, 2025.

Apart from this, there are no material changes and commitments, affecting the financial position of the Company have
occurred after the end of the financial year ended 31st March, 2025 and till the date of this Report:

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to
disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in
the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015,
which is available on the website of the Company www.jindal.com.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no
disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or
commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company''s operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

8. During the year, the Company has complied with respect to all the applicable provisions of Maternity Benefit Act,
1961.

WEBSITE OF COMPANY

Your Company maintains a functional website www.jindal.com, where detailed information of the Company and
specified details in terms of the Companies Act, 2013 and SEBI Listing Regulations has been provided.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State
Governments, Clients viz. ONGCL, Oil India, GAIL, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the
employees and associates at all levels.

For & on behalf of the Board of Directors
DHARAM PAL JINDAL

Place : New Delhi Chairman

Dated : 30th July, 2025 DIN: 00405579

Mar 31, 2024

Your Directors are pleased to present the 40^th Annual Report, together with the Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL RESULTS

('' in crore)

Particulars	2023-24	2022-23
Revenue	617.01	512.17
Other Income	28.98	46.90
Total Income	645.99	559.07
Expenditure excluding Interest & Dep.	417.90	337.26
Interest	12.81	7.99
Depreciation	63.63	62.80
Profit Before Tax	151.65	151.02
Income Tax	37.56	39.19
Net Profit	114.09	111.83

RESULTS OF OPERATIONS

Total income of the Company during the year was '' 645.99 Crores as against '' 559.07 Crores in the previous year. The Company earned net profit of '' 114.09 Crores as against '' 111.83 Crores in the previous year.

During the year, Company operated 2 Jackup Rigs for full year, 1 Jackup Rig for ten months, 1 Jackup Rig for 8 months and 1 Jackup Rig for five months. Apart from this 8 Directional Drilling Sets and 16 Mud Logging Sets on an average basis operated during the year.

There is no change in the nature of business of the Company during the year.

DIVIDEND

Your Directors are pleased to recommend dividend of '' 0.50/- (i.e. 10%) per equity share of '' 5/- each, for the year ended 31st March, 2024, subject to the approval of the members at the ensuing Annual General Meeting.

Your Company has a Dividend Distribution Policy, in compliance with the Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ).The Policy is available on the Company''s website : www.jindal.com/jdil/pdf-new/Dividend-Distribution-Policy.pdf. In terms of the Policy, equity shareholders of the Company may expect dividend if the Company has surplus funds after taking into consideration relevant internal and external factors enumerated in the Policy for declaration of dividend.

TRANSFER TO RESERVES

During the year, no amount is proposed to be transferred to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129 (3) of the Companies Act, 2013 (âthe Actâ) read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures.

The Audited Consolidated Financial Statements along with Auditors'' Report thereon forms part of this Annual Report. JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies namely, Discovery Drilling Pte. Ltd. (DDPL), Singapore and Virtue Drilling Pte. Limited (VDPL), Singapore.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year Mr. Raghav Jindal was re-appointed as Managing Director for a period of 5 years w.e.f. 13^th August, 2023.

Mr. Shiv Kumar Singhal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Tenure of Mr. Vijay Kaushik and Mrs. Saroj Bhartia as Independent Director is expiring on 25^th September, 2024. The Board proposes to appoint Mr. Pattamadai Natarajasarma Vijay and Mrs. Sarita Agrawal as Independent Directors, w.e.f. 26^th September, 2024 subject to approval of shareholders.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Mr. Saurabh Agrawal, Company Secretary and Compliance Officer had resigned w.e.f 12^th May, 2023. Mr. Pawan Kumar Rustagi was appointed as Company Secretary w.e.f. 1^st November, 2023 and ceased to hold the position on 31st January, 2024. Mr. Binaya Kumar Dash was appointed as Company Sectretary & Compliance Officer w.e.f. 1^st February, 2024.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31^st March, 2024, were Mr. Narayan Ramaswamy, Chief Executive Officer, Mr. Pawan Kumar Rustagi, Chief Financial Officer and Mr. Binaya Kumar Dash, Company Secretary.

BOARD MEETINGS

During the year 2023-24, 5 (Five) meetings of the Board of Directors were held. Details of meetings are given in the Corporate Governance Report, which forms part of this Report.

DECLARATION BY INDEPENDENT DIRECTORS

Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of SEBI Listing Regulations. They have further declared that they are not debarred or disqualified from being appointed or continuing as Directors of Companies by the SEBI /Ministry of Corporate Affairs or any such statutory authority. The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company : www.jindal.com

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has formulated a policy to familiarize the Independent Directors with the Company and the details of Familiarization Programme are provided in the Corporate Governance Report and also available on the website of the Company : www.jindal.com/jdil/pdf-new/ Details-of-Familiarization-Programmes.pdf

BOARD EVALUATION

In terms of the requirements of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with an aim to improve the effectiveness of the Board and the Committees. The Company has a structured assessment process for evaluation of performance of the Board, its Committees and individual performance of each Director including the Chairman. The evaluations are carried out in a confidential manner and the Directors provide their feedback by rating based on various parameters. The Independent Directors at their separate meeting reviewed the performance of Non-Independent Directors and the Board as a whole, the Chairman of the Company after taking into account the views of other Non Executive Directors, the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The overall performance evaluation exercise was completed to the satisfaction of the Board.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The salient features of Company''s Policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

transferred to IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 201516 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company JDIL Investor Relation - Unclaimed and Unpaid Dividend / IEPF (www.jindal.com)

Shareholders are requested to get in touch with the RTA/Company for encashing the unclaimed dividend/principal amount, if any, standing to the credit of their account.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continued to be top priority at working sites. The Company''s business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

The Board has constituted Risk Management Committee at its meeting held on 21st May, 2024 pursuant to applicable provisions of Listing Regulations.

Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) overseeing and approving the Company''s risk management framework; and (b) identifying and assessing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory reputational and other risks and to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section 134(5)(e) of the Companies Act, 2013 the Company has in place adequate Internal Financial Controls with reference to the Financial Statements. Audit Committee periodically reviews the adequacy of internal financial controls.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31^st March, 2024 have been prepared on a going concern basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website i.e. www.jindal.com/jdil/pdf-new/Annual-Return-2023.pdf

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Vijay Kaushik, Chairman, Mr. D. P. Jindal and Mrs. Saroj Bhartia as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations, including Part C of Schedule II of SEBI Listing Regulations.

VIGIL MECHANISM

The Company has implemented Vigil Mechanism / Whistle Blower Policy and the oversight of the same is with Audit Committee of the Company. The policy inter-alia provides that any Director, Employees, Stakeholders, who observe any unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the same to Chairman of the Audit Committee or directly to the Managing Director of the Company, as the case may be. The said policy has been disclosed on the Company''s website under the web link http://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee of the Company has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The salient feature of CSR Policy is given in Annual Report on CSR annexed to the Report and Complete CSR Policy may be accessed on Company''s website at https://www.jindal.com/jdil/pdf/CSR%20Policy%20JDIL.pdf

The details of composition of the CSR Committee, the number of meetings held and attendance of the Committee members are provided in the Corporate Governance Report, which forms part of this Report.

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year, the Company has granted loans/advances under the provisions of Sec.186 of the Act. The Particulars of loans, guarantees and investments have been disclosed in notes forming part of the Standalone Financial Statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with related parties during the year were in the ordinary course of business and on an arm''s length basis. Therefore the disclosure in Form AOC-2 pursuant to Section 134(3](h] of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. There were no material significant related party transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditors'' Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

a. number of complaints filed during the financial year-NIL

b. number of complaints disposed of during the financial year-NIL

c. number of complaints pending as on end of the financial year-NIL AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kanodia Sanyal & Associates, Chartered Accountants; (FRN-008396N), were appointed as Statutory Auditors of the Company from the conclusion of 38^thAnnual General Meeting of the Company until the conclusion of 43^rd Annual General Meeting.

The Auditor''s Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

SECRETARIAL AUDIT

The Board had appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in Practice to conduct Secretarial Audit for the financial year ended 31^st March, 2024. The Secretarial Audit Report for the year ended 31^st March, 2024

is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively have been duly followed by the Company.

FIXED DEPOSITS

The Company has not accepted any deposits from Public within the meaning of the directives issued by the Reserve Bank of India, provisions of section 73 to 76 of the Companies Act, 2013 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

A Statement containing Particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed with this Annual Report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits as set out in the Rule 5(2) read with Rule 5(3) of the aforesaid Rules forms part of this Report. However, in terms of second proviso of Section 136(1) of the Act, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary, at the Corporate Office of the Company.

COST RECORDS & COST AUDITOR

Maintenance of cost records, as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and records are not being maintained. Hence, the appointment of Cost Auditors is not applicable to the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report, detailing various initiatives taken by the Company on environmental, Social and governance fronts is forming part of this Report.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 31^st March, 2024 and till the date of this Report.

POLICY ON DETERMINATION OF MATERIALITY OF EVENT/DISCLOSURES

The Company has adopted Policy for determining materiality of Events/Disclosures that mandates the Company to disclose any of the events or information which, in the opinion of the Board of Directors of the Company is material in the terms of requirement of Regulation 30 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, which is available on the website of the Company www.jindal.com.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit committee under Section 143(12) of the Companies Act, 2013.

WEBSITE OF COMPANY

Your Company maintains a website www.jindal.com, where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI Listing Regulations has been provided.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GAIL, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For & on behalf of the Board of Directors

D.P. JINDAL

Place : New Delhi Chairman

Dated : 29th July, 2024 DIN: 00405579

Mar 31, 2023

The Directors are pleased to present the 39th Annual Report, together with the Company''s audited financial statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

Particulars	2022-23	(Rs. in Crore) 2021-22
Revenue	512.17	419.86
Other Income	46.90	31.98
Total Income	559.07	451.84
Expenditure excluding Interest & Dep.	337.26	313.79
Interest	7.99	7.85
Depreciation	62.80	43.41
Profit Before Tax	151.02	86.79
Income Tax	39.19	22.11
Net Profit	111.83	64.68

RESULTS OF OPERATIONS

Total income of the Company during the year was '' 559.07 crore as against '' 451.84 crore in the previous year. The Company earned profit of '' 151.02 crore as against '' 86.79 crore in the previous year and net profit of '' 111.83 crore as against '' 64.68 crore in the previous year.

During the year Company operated 3 Jackup Rigs for full year, 2 Jackup Rigs for nine months, 8 Directional Drilling sets (on average basis) and 16 Mud Logging units (on average basis).

There is no change in the nature of business of the Company during the year.

DIVIDEND

Your Directors are pleased to recommend dividend of '' 0.50/- (i.e. 10%) per equity share of '' 5/- each, for the year ended 31st March, 2023, subject to the approval of the members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

During the year, no amount is proposed to be transferred to the General Reserve.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures. The Audited Consolidated Financial Statements along with Auditors'' Report thereon forms part of this Annual Report.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies namely, Discovery Drilling Pte. Ltd.(DDPL), Singapore and Virtue Drilling Pte. Limited (VDPL), Singapore.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. D. P. Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Sunil Arora was appointed as an Independent Director of the Company w.e.f. 1st July, 2022.

Mr. Radhey Shyam Gupta ceased to be the Chief Executive Officer of the Company on 31st December, 2022 on his resignation. Mr. Narayan Ramaswamy was appointed as Chief Executive Officer of the Company w.e.f. 23rd January, 2023.

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Mr. Saurabh Agrawal was appointed as Company Secretary and Compliance Officer w.e.f. 27th May, 2022 and Mr. P.K. Rustagi ceased to hold the said position.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2023, were Mr. Narayan Ramaswamy, Chief Executive Officer, Mr. Pawan Kumar Rustagi, Chief Financial Officer and Mr. Saurabh Agrawal Company Secretary (since resigned on 12th May, 2023).

BOARD MEETINGS

During the year 2022-23, 4 (Four) meetings of the Board of Directors were held. Details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual Performance Evaluation of its own, Committees of Board of Directors and Individual Directors pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Performance of the Board was evaluated by the Board, after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc. Performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings. Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman were evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

Salient features of the Company''s policy on appointment and remuneration of Directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of this Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more are also required to be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for upto FY 2014-15 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continued to be top priority at working sites. The Company''s business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

The Board has approved the Risk Management Policy of the Company and authorized the Audit Committee to implement and monitor the Risk Management plan for the Company and also identify and mitigate the various elements of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5] of the Companies Act, 2013, your Directors state:

[i] that in the preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards had been followed and there are no material departures;

[ii] that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

[iii] that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

[iv] that the Annual Accounts for the year ended 31st March, 2023 have been prepared on a going concern basis.

[v] that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

[vi] that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

ANNUAL RETURN

Pursuant to Section 92[3] read with Section 134[3][a] of the Companies Act, 2013, the Annual Return of the Company prepared in accordance with Section 92[1] of the Companies Act, 2013 read with Rule 11 of the Companies [Management and Administration] Rules, 2014 is available on the Company''s website i.e. www.jindal.com

AUDIT COMMITTEE

The Audit Committee of the Company consists of Mr. Vijay Kaushik, Chairman, Mr. D. P. Jindal and Mrs. Saroj Bhartia as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015 including Part C of Schedule II of SEBI [LODR] regulations, 2015.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary Vigil Mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of conduct. The said policy has been disclosed on the Company''s website under the web link http://jindal. com/jdil/pdf/Vigil-Mechanism-JDIL.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy [CSR Policy] indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The salient feature of CSR Policy are given in the Annual Report on CSR annexed to the report and Complete CSR policy may be accessed on Company''s website at https://www.jindal.com/jdil/pdf/CSR%20Policy%20JDIL.pdf

The Annual Report on CSR activities in the format prescribed in the Companies [Corporate Social Responsibility Policy] Rules, 2014 is appended as Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments have been disclosed in note no. 2.38 of the notes forming part of the Standalone Financial Statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with related parties during the year were in the ordinary course of business and on an arm''s length basis.

Information on transactions with related parties pursuant to Section 134[3][h] of the Act read with Rule 8[2] of the Companies [Accounts] Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditors'' Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 34 read with Para C of schedule V of the SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013. Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under:

a. number of complaints filed during the financial year-NIL

b. number of complaints disposed of during the financial year-NIL

c. number of complaints pending as on end of the financial year-NIL AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s Kanodia Sanyal & Associates, Chartered Accountants; (FRN-008396N), were appointed as Statutory Auditors of the Company from the conclusion of 38th Annual General Meeting of the Company until the conclusion of 43rd Annual General Meeting.

The Auditor''s Report for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer. The Statutory Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2023. The Secretarial Audit Report for the year ended 31st March, 2023 is annexed herewith to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relating to âMeetings of the Board of Directors'' and âGeneral Meetings'' respectively have been duly followed by the Company.

FIXED DEPOSITS

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report. Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary/Compliance Officer at the corporate office of the Company.

COST RECORDS

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended March 31, 2023 and till the date of this report.

OTHER DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of your Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. Buy-back of shares.

6. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

7. No settlements have been done with banks or financial institutions.

The Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit committee under Section 143(12) of the Companies Act, 2013.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GAIL, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

Mar 31, 2018

To the Members,

The Directors present the 34th Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2018.

FINANCIAL RESULTS (Rs. in crore)

	2017-18	2016-17
Revenue from Operations	148.94	371.60
Other Income	44.81	26.17
Total Income	193.75	397.77
Profit before Tax	(27.83)	23.69
Less: Provision for Tax
Current	-	7.52
Deferred	(12.35)	(0.80)
Profit after Tax	(15.47)	16.97
Other Comprehensive Income	0.36	(1.06)
Total Comprehensive Income	(15.11)	15.91

RESULTS OF OPERATIONS

Total Income of the Company during the year was â193.75 crore as against Rs. 397.77 crore in the previous year The Company incurred loss of Rs. 27.83 crore as against profit of Rs. 23.69 crore in the previous year and net loss of Rs. 15.47 crore as against net profit of Rs. 16.97 crore in the previous year

During the year the Company was operating one Jack up Rig, Eight Directional Drilling units (on average basis) and eleven Mud logging units.

DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 0.50 (i.e. 10%) per equity share of Rs. 5/- each, for the year ended 31st March, 2018, subject to the approval of the members at the ensuing Annual General Meeting.

TRANSFER TO RESERVES

During the year, no amount is proposed to be transferred to General Reserves.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 the Company has prepared Consolidated Financial Statements as per Indian Accounting Standard Ind AS- 110 on Consolidated Financial Statements read with Ind AS- 27 on Interest in Joint Ventures. The Audited Consolidated Financial Statements along with Auditorsâ Report thereon forms part of this Annual Report.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies namely Discovery Drilling Pte. Ltd. (DDPL), Singapore and Virtue Drilling Pte. Ltd. (VDPL), Singapore.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Raghav Jindal, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors has appointed Shri Raghav Jindal as Managing Director of the Company for the period of 5 years w.e.f 13th August, 2018.

Shri Hemant Kumar Khanna had resigned from the Directorship of the Company as well as Whole Time Director on 22nd September; 2017. The Board put on record, its appreciation of the contribution made by Shri Hemant Kumar Khanna during his tenure.

Shri Radhey Shyam Gupta was appointed as Chief Executive Officer of the Company w.e.f. 2nd February 2018. He was also designated as Key Managerial Person in the capacity of Chief Executive Officer of the Company

Brief resume of Director proposed to be appointed/ re-appointed is furnished in the notice of Annual General Meeting.

All Independent Directors of the Company have given declaration that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Shri Radhey Shyam Gupta, Chief Executive Officer Shri Pawan Kumar Rustagi, Chief Financial Officer and Shri Rajeev Ranjan, Company Secretary.

BOARD MEETINGS

During the year 2017-18, 4 (Four) meetings of the Board of Directors were held. The details of meetings are given in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Board of Directors has carried out the Annual performance evaluation of its own, Board Committees and Individual Directors pursuant to the provisions of the Companies Act, 2013 and the Corporate Governance requirements as prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as composition of Committees, effectiveness of Committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.

Also in a separate meeting of Independent Directors, performance of Non-Independent Directors, Board as a whole and the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

POLICY ON DIRECTORSâ APPOINTMENT AND REMUNERATION

The Companyâs policy on Directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Directorsâ Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF Authority after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, the Company has transferred unpaid/ unclaimed dividend for the FY 2009-10 along with relevant shares to the Investor Education and Protection Fund (IEPF). The details are also available on the website of the Company www.jindal.com.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All working sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulations and guidelines. Improving work place safety continued to be top priority at working site. The Companyâs business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk), Liquidity risk etc.

INTERNAL FINANCIAL CONTROLS

As per the provisions of Section I34(5)(e) of the Companies Act, 2013 the Company has in place adequate Internal Financial Controls with reference to the Financial Statements. Audit Committee periodically reviews the adequacy of internal financial controls.

During the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORSâ RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2018, the applicable accounting standards had been followed and there are no material departures;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the loss of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2018 have been prepared on a going concern basis.

(v) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) that the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively

EXTRACT OF ANNUAL RETURN

As required under Section 92(3) of the Companies Act, 2013 the extract of the Annual Return in the prescribed form MGT-9 is annexed with this Report.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri K. K. Khandelwal, Chairman, Shri D. PJindal and Shri Vijay Kaushik as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary Vigil Mechanism for Directors and employees to report concerns about unethical behavior; actual or suspected fraud or violation of the Companyâs Code of conduct. The said policy has been disclosed on the Companyâs website under the web link http://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR Policy may be accessed on the website of the Company.

The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is appended as Annexure to this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the Standalone Financial Statements of the Company. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an armâs length basis.

Information on transactions with related parties pursuant to Section I34(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are appended in Form AOC-2 as Annexure to this Report.

CORPORATE GOVERNANCE REPORT

Corporate Governance Report along with Auditorsâ Certificate complying with the conditions of Corporate Governance as stipulated in Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed as a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Companyâs performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaints Committee under Section 4 of the Sexual Harassment of Women at Workplace (Preventions, Prohibition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder M/s Kanodia Sanyal & Associates, Chartered Accountants (FRN-008396N), were appointed as Statutory Auditors of the Company from the conclusion of 33rd Annual General Meeting of the Company until the conclusion of 38th Annual General Meeting.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-I and SS-2 relating to âMeetings of the Board of Directorsâ and âGeneral Meetingsâ respectively have been duly followed by the Company.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year ended 31st March, 2018. The Secretarial Audit Report for the year ended 31st March, 2018 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section I34(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 (I) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed with this report.

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the said information. The said information is available for inspection by the members at the registered office of the Company during working hours up to the date of the Annual General Meeting. Any member interested in obtaining such information may write to the Company Secretary at the corporate office of the Company

COST RECORDS

The maintanance of cost records, as specified by the Central Government under sub-section (I) of Section 148 of the Companies Act, 20I3 is not required by the Company and accordingly such accounts and records are not being maintained.

MATERIAL CHANGES & COMMITMENTS

No material changes and commitments, affecting the financial position of the Company have occurred after the end of the financial year ended 3Ist March, 20I8 and till the date of this report.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GAIL, GSPC, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For & on behalf of the Board

Place : Gurgaon D. P. JINDAL

Dated : I3th August, 20I8 Chairman

Mar 31, 2015

To the Members,

The Directors present the 31st Annual Report along with Audited Financial Statements of the Company for the year ended 31st March, 2015.

FINANCIAL RESULTS
2014-15 2013-14

Total Income 475.04 772.20

Profit before Depreciation 73.36 78.28

Less: Depreciation 14.01 10.82

Profit before Tax 59.35 67.46

Less: Provision for Tax

Current 18.01 19.74

Deferred (0.22) (1.47)

Earlier years 0.83 -

Profit after Tax 40.73 49.20

Balance brought forward from previous year 216.06 178.56

Profit available for appropriation 256.79 227.76

Appropriations :

Transfer to General Reserve 10.00 10.00

Proposed Dividend 1.45 1.45

Dividend Distribution Tax 0.29 0.25

Adjustment relating to Fixed Assets 0.25 -

Balance carried forward to Balance sheet 244.80 216.06

256.79 227.76

DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 0.50/- (i.e. 10 %) per equity share of Rs. 5/- each, for the year ended 31st March, 2015.

RESULTS OF OPERATIONS

Total income of the Company during the year was Rs. 475.04 crore as against Rs. 772.20 crore in the previous year. The profit before tax during the year was Rs. 59.35 crore as against Rs. 67.46 crore in the previous year. Profit after tax was Rs. 40.73 crore as against Rs. 49.20 crore in the previous year

During the year, the Company was operating rig fleet of two Jack up Rigs, eleven Directional Drilling units along with split units on call and thirteen Mud logging units.

No material changes affecting the financial postion of the company have occured between the end of the financial year and the date of report.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies as on 31st March, 2015, namely, Discovery Drilling Pte. Limited (DDPL), Singapore and Virtue Drilling Pte. Limited (VDPL), Singapore.

The working of both the Joint Venture Companies are reported to be as envisaged and rigs owned by the said Companies are operating under their respective contracts.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri D. P. Jindal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Shri D. P. Jindal had tendered his resignation as Whole Time Director of the Company w.e.f 31st March, 2015.

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Items seeking your approval on the above are included in the Notice convening the Annual General Meeting.

BOARD MEETINGS

Seven meetings of the Board were held during the year. The details of which are given in the Corporate Governance Report.

BOARD EVALUATION

The Board of Directors has carried out an Annual evaluation of its own performance, Board Committee and Individual Directors, pursuant to the provisions of the Act and under Clause 49 of the Listing Agreements.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as Board composition and structures, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as contribution of the Individual Director to the Board and Committee meetings.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of directors and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the corporate governance report, which forms part of the Directors' Report.

RISK MANAGEMENT

Adequate measures have been adopted by the Company to anticipate, plan and mitigate the spectrum of risks it faces. All manufacturing sites are analyzed to minimize risks associated with protection of environment, safety of operations and health of people at work and monitored regularly with reference to statutory regulation and guidelines. Improving work place safety continued to be top priority at manufacturing site. The company's business operations are exposed to a variety of financial risks such as market risks (foreign exchange risk, internal rate risk and price risk). Liquidity risk etc.

The Board of the Company has approved the Risk management Policy of the Company and authorized the Audit Committee to implement and monitor the risk management plan for the Company and also identify and mitigate various element of risks, if any, which in the opinion of the Board may threaten the existence of the Company.

INTERAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed and there are no material departures.

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit and loss of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) that the Annual Accounts for the year ended 31st March, 2015 have been prepared on a going concern basis.

(v) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) that the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed with this Report.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri K K Khandelwal, Chairman, Shri D. P. Jindal and Shri Vijay Kaushik as its other members. The terms of reference are in conformity with the requirements of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

VIGIL MECHANISM

The Company has adopted a Whistle blower policy and has established the necessary vigil mechanism for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of conduct. The said policy has been disclosed on the Company's website under the web link http://jindal.com/jdil/pdf/Vigil-Mechanism-JDIL.pdf

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, which has been approved by the Board. The CSR Policy may be accessed on the website of the Company. The Annual Report on CSR activities in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed with this Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments have been disclosed in the financial statements of the Company.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/transactions entered into by the Company with the related parties during the year were in the ordinary course of business and on an arm's length basis.

During the year, the Company had not entered into any contract/ arrangement/transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report along with Auditors' Certificate regarding compliance of conditions of Corporate Governance has been annexed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your company's performance is discussed in the Management Discussion and Analysis Report which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has constituted an Internal Complaint Committee under Section 4 of the Sexual Harrassment of Women at Workplace (Prevention, Probhition and Redressal) Act, 2013. During the year no complaint was filed before the said Committee.

AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. G. Sanyal & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of 30th Annual General Meeting of the Company held on 26th September, 2014 till the conclusion of 35th Annual General Meeting, subject to the ratification of their appointment at every Annual General Meeting.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT

The Board has appointed Mr. Namo Narain Agarwal, (FCS No. 234) Company Secretary in practice to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the year ended 31st March, 2015 is annexed herewith as an annexure to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

The Company has not accepted any deposits from Public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section I34(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report.

However, in pursuance of Section 136(1) of the Act, this report is being sent to the shareholders of the Company excluding the above information. The said information is available for inspection by the shareholders at the registered office of the Company during working hours upto the date of ensuing Annual General Meeting and any member interested in obtaining such information may write to the Company Secretary at the Corporate office of the Company.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GSPC, Geo Enpro, Selan, Essar Oil, JTI, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For & on behalf of the Board

Place : Gurgaon D. P. JINDAL

Dated : 5th August, 2015 Chairman

Mar 31, 2014

To the Members,

The Directors present the 30th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in crore)

2013-14 2012-13

Total Income 772.20 829.67

Profit before Depreciation 78.28 103.73

Less:Depreciation 10.82 10.68

Profit before Tax 67.46 93.05

Less: Provision for Tax-Current 19.74 31.06

Deferred (1.47) (3.91)

- Earlier years - 0.08

Profit after Tax 49.20 65.82

Balance brought forward from previous year 178.56 120.74

Profit available for appropriation 227.76 186.56

Appropriations

-Transfer to General Reserve 10.00 6.50

-Proposed Dividend 1.45 1.28

- Dividend Distribution Tax 0.25 0.22

- Balance carried forward to Balance sheet 216.06 178.56

227.76 186.56

DIVIDEND

Your Directors are pleased to recommend dividend of R 0.50/- (i.e. 10%) per equity share of R 5/- each, for the year ended 31st March, 2014.

OPERATIONS

Total income of the Company during the year was R 772.20 crore as against R 829.67 crore in the previous year. The profit before tax during the year was R 67.46 crore as against R 93.05 crore in the previous year. Profit after tax was R 49.20 crore as against R 65.82 crore in the previous year

The Company has been operating rig fleet of two Jack up Rigs, ten Directional Drilling units along with split units on call and eleven Mud logging units.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies, namely, Discovery Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited (VDPL), Singapore.

The working of both the Joint Venture Companies are reported to be as envisaged and rigs owned by the said Companies are operating under their respective contracts.

DIRECTORS

As per provisions of the Companies Act, 2013 not less than two third of the Directors other than Independent Directors would be liable to retire by rotation. In compliance of the said provisions Shri Raghav Jindal, Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board has appointed Mrs. Saroj Bhartia as Additional Director of the Company on 24th May, 2014. She holds office upto the date of the ensuing Annual General Meeting.

Pursuant to Section 149 of the Companies Act, 2013, your Directors are seeking appointment of Shri K K Khandelwal and Shri Vijay Kaushik as Independent Directors for a period of five years.

The Company has received notices under Section 160 of the Companies Act, 2013 along with deposit of requisite amount from members proposing the candidature of above Directors of the Company.

Items seeking your approval on the above are included in the Notice convening the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2014 have been prepared on a going concern basis.

AUDIT COMMITTEE

The Audit Committee of the Company consists of Shri K K Khandelwal, Chairman and Shri D. P. Jindal and Shri Vijay Kaushik, as its other members. The Board of Directors of your Company has revised its terms of reference to be in conformity with the requirements of Section 177 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Your Directors have constituted the Corporate Social Responsibility Committee, comprising Shri. Raghav Jindal as the Chairman and Shri K K Khandelwal and Shri Vijay Kaushik, as its other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

NOMINATION AND REMUNERATION COMMITTEE

Your Directors have constituted the Nomination and Remuneration Committee, comprising Shri. K K Khandelwal as the Chairman and Shri Vijay Kaushik and Mrs. Saroj Bhartia, as its other members.

The said Committee has been entrusted to formulate the criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for the Directors, key managerial personnel and other employees, formulation of criteria for evaluation of independent Directors and the Board, devising a policy on Board diversity, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal etc.

STAKEHOLDERS'' RELATIONSHIP COMMITTEE

Your Directors have renamed the ''Shareholders''/lnvestors'' Grievance cum Share Transfer Committee'' as ''Stakeholders'' Relationship Committee'', with revised terms of reference in accordance with provisions of the Companies Act, 2013 and Clause 49 of the listing agreement.

CORPORATE GOVERNANCE REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance along with Auditors'' certificate on its compliance has been annexed as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts, which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 30th September, 2013 (date of last Annual General Meeting) on the Company''s website (www.jindal.com) as also on the Ministry of Corporate Affairs'' website.

AUDITORS

M/s. G. Sanyal & Co., Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report.

However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

FIXED DEPOSITS

The Company has not accepted any Public Deposits and as such no amount either on account of principal or interest on Public Deposits was outstanding as on the date of the Balance Sheet.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, GSPC, Geo Enpro, Selan, Essar Oil, JTI, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place: Gurgaon D.P. JINDAL

Dated: 6th August, 2014 Executive Chairman

Mar 31, 2013

To the Members,

The Directors are pleased to present the 29th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2013.

FINANCIAL RESULTS

(Rs. in crore) 2012-13 2011-12

Total Income 829.67 890.07

Profit before Depreciation 103.73 88.71

Depreciation 10.68 10.85

Profit before Tax 93.05 77.86

Less: Provision for Tax - Current 31.06 30.11

- Deferred (3.91) (3.40)

- Earlier years 0.08

Profit after Tax 65.82 51.15

Balance brought forward from previous year 120.74 110.93

Profit available for appropriation 186.56 162.08

Appropriations

- Transfer to General Reserve 6.50 40.00

- Proposed Dividend 1.28 1.15

- Dividend Distribution Tax 0.22 0.18

- Balance carried forward to Balance sheet 178.56 120.75

186.56 162.08

DIVIDEND

Your Directors are pleased to recommend dividend of Rs.. 0.50/- (i.e. 10 %) per equity share of Rs. 5/- each for the year ended 31st March, 2013.

OPERATIONS

Total income of the Company during the year was Rs. 829.67 crore as against Rs. 890.07 crore in the previous year. The profit before tax during the year was Rs. 93.05 crore as against Rs. 77.86 crore in the previous year. Profit after tax was Rs. 65.82 crore as against Rs. 51.15 crore in the previous year

The Company has been operating rig fleet of four Jack up Rigs, eleven Directional Drilling equipments and four Mud logging units.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies, namely, Discovery Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte. Limited (VDPL), Singapore.

The working of both the Joint Venture Companies are reported to be as envisaged and rigs owned by the said Companies are operating under their respective contracts.

DIRECTORS

Shri Vijay Kaushik, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors has appointed Shri D. P. Jindal as Whole Time Director designated as Executive Chairman of the Company for a period of 5(five) years w.e.f. 8th November, 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2013 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance along with Auditors'' certificate on its compliance has been annexed as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

AUDITORS

M/s. G. Sanyal & Co., Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report.

However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Corporate Office of the Company.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, OILEX, GSPC, Geo Enpro, Canoro, Essar Oil, JTI, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place : Gurgaon

Dated: 8th August, 2013 D.P. JINDAL

Executive Chairman

Mar 31, 2012

The Directors present the 28th Annual Report along with Audited Accounts of the Company for the year ended 31st March, 2012.

FINANCIAL RESULTS (Rs. in crore)

2011-12 2010-11

Total Income 890.07 1063.53

Profit before Depreciation 88.71 161.28

Less: Depreciation 10.85 11.09

Profit before Tax 77.86 150.19

Less: Provision for Tax -Current 30.11 50.71

-Deferred (3.40) (1.33)

- Earlier years - (0.02)

Profit after Tax 51.15 100.84

Balance brought forward from previous year 110.93 21.42 Profit available for appropriation 162.08 122.26

Appropriations

-Transfer to General Reserve 40.00 10.00

-Proposed Dividend 1.15 1.15

-Provision for Tax on Dividend 0.18 0.18

-Balance carried forward to Balance sheet 120.75 110.93

162.08 122.26

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 0.50/- (i.e. 10%) per equity share ofRs. 5/- each of the Company for the year ended 31st March, 2012.

OPERATIONS

Total income of the Company during the year wasRs. 890.07 crore as Against Rs. 1063.53 crore in the previous year. The Profit before tax during the year was Rs. 77.86 crore against Rs. 150.19 crore in the previous year. Profit after tax was Rs. 51.15 crore as against Rs. 100.84 crores in the previous year.

The Company has been operating rig fleet of four Jack up Rigs, fifteen Directional Drilling equipments and four Mud logging units.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies, namely, Discovery Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited (VDPL), Singapore.

The working of both the Joint Venture Companies are reported to be as envisaged and rigs owned by the said Companies are operating under their respective contracts.

RECOGNITION

Your Company has been awarded "Drilling Services Company of the Year-2011" by Petroleum federation of India (Petrofed).The award was presented by Hon'ble Petroleum Minister of India based on JDlL's performance in various services, drilling efficiency, quality management and reliability while meeting the norms of occupational health, safety and environment protection.

DIRECTORS

Shri K. K. Khandelwal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

The Board of Directors has re-appointed Shri RaghavJindal as Managing Director of the Company for a period of 5 (five) years w.e.f. 1st January,2012.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956,your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and Fairview of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2012 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance along with Auditors' certificate on its compliance has been annexed as part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

REGISTERED OFFICE

The registered office of the Company has been shifted from the State of Haryana to the State of Maharashtra w.e.f. 15th June, 2012

AUDITORS

M/s. G. Sanyal & Co., Chartered Accountants, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975,asamended,forms part of this report.

However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretariat the Registered Office of the Company.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, OlLEX, GSPC, Geo Enpro, Canoro, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place : Gurgaon D.P.JINDAL

Dated : 8th August,2012 Chairman

Mar 31, 2011

To the Members,

The Directors present the 27th Annual Report along with Audited Accounts of the Company for the year ended 31 st March, 2011.

FINANCIAL RESULTS

(Rs.incrore)

2010-11 2009-10

Total Income 1063.53 1200.81

Profit before Depreciation 161.28 140.20

Less: Depreciation 11.09 12.10

Profit before Tax 150.19 128.10

Less: Provision for Tax -Current 50.71 42.29

-Deferred (1.33) 1.68

-Earlier years (0.02) (0.01)

Profit after Tax 100.84 84.14

Balance brought forward from previous year 21.42 20.62

Profit available for appropriation 122.26 104.76

Appropriations

-Transfer to General Reserve 10.00 80.00

-Proposed Dividend 1.15 2.86

- Provision for Tax on Dividend 0.18 0.48

-Balance carried forward to Balance sheet 110.93 21.42

122.26 104.76

DIVIDEND

Your Directors are pleased to recommend dividend of Re. 0.50/- (i.e. 10%) per equity share of Rs. 5/- each of the Company for the year 2010-11.

OPERATIONS

Total income of the Company during the year was Rs. 1063.53 crores as against Rs. 1200.81 crores in the previous year. The profit before tax during the year increased by 17.24 % to Rs. 150.19 crores from Rs. 128.10 crores. The profit after tax was Rs. 100.84 crores as against Rs. 84.14 crores in the previous year increasing by 19.85 %.

The Company has been operating rig fleet of five Jack up Rigs, fifteen Directional Drilling equipments and four Mud logging units.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies, namely, Discovery Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited (VDPL), Singapore.

The working of both the Joint Venture Companies are reported to be as envisaged and both rigs are operating under their first contracts respectively.

DIRECTORS

Shri Vijay Kaushik retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

The Board of Directors of the Company, having lost confidence in Shri Naresh Kumar, terminated his services as Managing Director of the Company w.e.f. 24th September, 2010. Shri Naresh Kumar subsequently resigned as Director of the Company, w.e.f. 30th March, 2011.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31 st March, 2011, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31 st March, 2011 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance along with Auditors certificate on its compliance has been annexed as part of this Report.

AUDITORS

M/s S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the retiring Auditors, have expressed their unwillingness to be re-appointed as Statutory Auditors at the ensuing Annual General Meeting of the Company.

M/s. G. Sanyal & Co., Chartered Accountants have furnished a letter conforming their eligibility and consent to act as Auditors of the Company, if appointed, at the ensuing Annual General Meeting ofthe Company.

The observations ofthe Auditors are explained wherever necessary in the appropriate Notes on Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) ofthe Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report.

However, in pursuance of Section 219(1 )(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A ofthe Companies Act, 1956 and the Rules made thereunder.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation ofthe assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, OILEX, GSPC, Geo Enpro, Canoro, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees & associates at all levels.

For & on behalf of the Board

Place : Gurgaon D.P.JINDAL

Dated: 3rd August,2011 Chairman

Mar 31, 2010

The Directors present the 26th Annual Report along with Audited Accounts of the Company for the year ended 31 st March, 2010.

FINANCIAL RESULTS

(Rs.incrore)

2009-10 2008-09

Total Income 1200.81 783.81

Profit before Depreciation 140.20 70.18

Less: Depreciation 12.10 12.82

Profit before Tax 128.10 57.36

Less: Provision for Tax -Current 42.29 14.22

-Fringe Benefit Tax - 0.61

-Deferred 1.68 5.19

-Earlier years (0.01) 0.01

Profit after Tax 84.14 37.33

Balance brought forward from previous year 20.62 20.64

Profit available for appropriation 104.76 57.97

Appropriations

-Transferto General Reserve 80.00 34.00

-Proposed Dividend 2.86 2.87

-Provision for Tax on Dividend 0.48 0.48

- Balance carried forward to Balance sheet 21.42 20.62

104.76 57.97

DIVIDEND

Your Directors are pleased to recommend dividend of Rs. 1.25/- i.e. 25 % per equity share of Rs. 5/- each of the Company for the year 2009-10.

OPERATIONS

Total income of the Company during the year was Rs. 1200.81 crores as against Rs. 783.81 crores in the previous year increasing by 53.20 %. The profit before tax during the year increased by 123.33 % to Rs. 128.10 crores from Rs. 57.36 crores. The profit after tax was Rs. 84.14 crores as against Rs. 37.33 crores in the previous year increasing by 125.40 %.

The Company has been operating rig fleet of five Jack up Rigs, fifteen Directional Drilling equipments and four Mud Logging units.

JOINT VENTURE COMPANIES

Your Company has two Joint Venture Companies, namely, Discovery Drilling Pte Limited (DDPL), Singapore and Virtue Drilling Pte Limited (VDPL), Singapore.

The working of both the Joint Venture Companies are reported to be as envisaged and both rigs are operating under their first contracts respectively.

DIRECTORS

Shri K. K. Khandelwal and Shri S.D Sharma retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Shri Raghav Jindal has been appointed as Managing Director of the Company for a period of 5 years w.e.f. 2nd February, 2010.

Shri Marc Desaedeleer resigned as Director of the Company, w.e.f. 10th May, 2010 and Shri I. N. Chatterjee resigned as Director as well as Whole-time Director of the Company w.e.f. 11th May, 2010.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the Annual Accounts for the year ended 31st March, 2010, the applicable accounting standards have been followed;

(ii) that the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of financial year and of the profit of the Company for that period;

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Annual Accounts for the year ended 31st March, 2010 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance along with Auditors certificate on its compliance has been annexed as part of this Report.

AUDITORS

M/S S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the retiring Auditors, hold office until conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibilty and willingness to accept the office on re- appointment.

The observations of the Auditors are explained wherever necessary in the appropriate Notes on Accounts.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in accordance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report.

However, in pursuance of Section 219(1)(b)(iv) of the Companies Act, 1956, this report is being sent to shareholders of the Company excluding the aforesaid information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

ACKNOWLEDGEMENT

The Board expresses its grateful appreciation of the assistance and co-operation received from Central and State Governments, Clients viz. ONGCL, Oil India, OILEX, GSPC, Geo Enpro, Canoro, Banks & Financial Institutions and Shareholders.

Your Directors wish to place on record their deep sense of appreciation for the devoted contribution made by the employees and associates at all levels.

For & on behalf of the Board

Place : Gurgaon D.P.JINDAL

Dated: 19th May, 2010 Chairman

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