DIRECTORS' REPORTTo the Members,Your Directors present the 27th Annual Report along with Audited Accounts <strong>of</strong> the Company for the year ended 31st March, 2011.FINANCIAL RESULTS(Rs. in crore)2010-11 2009-10Total Income 1063.53 1200.81Pr<strong>of</strong>it before Depreciation 161.28 140.20Less: Depreciation 11.09 12.10Pr<strong>of</strong>it before Tax 150.19 128.10Less: Provision for Tax - Current 50.71 42.29- Deferred (1.33) 1.68- Earlier years (0.02) (0.01)Pr<strong>of</strong>it after Tax 100.84 84.14Balance brought forward from previous year 21.42 20.62Pr<strong>of</strong>it available for appropriation 122.26 104.76Appropriations- 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 21.42122.26 104.76DIVIDENDYour Directors are pleased to recommend dividend <strong>of</strong> Re. 0.50/- (i.e. 10%) per equity share <strong>of</strong> Rs. 5/- each <strong>of</strong> the Company forthe year 2010-11.OPERATIONSTotal income <strong>of</strong> the Company during the year was Rs. 1063.53 crores as against Rs. 1200.81 crores in the previous year. The pr<strong>of</strong>itbefore tax during the year increased by 17.24 % to Rs. 150.19 crores from Rs. 128.10 crores. The pr<strong>of</strong>it after tax was Rs. 100.84crores as against Rs. 84.14 crores in the previous year increasing by 19.85 %.The Company has been operating rig fleet <strong>of</strong> five Jack up Rigs, fifteen Directional Drilling equipments and four Mud loggingunits.JOINT VENTURE COMPANIESYour Company has two Joint Venture <strong>Companies</strong>, namely, Discovery Drilling Pte Limited (DDPL), Singapore and Virtue DrillingPte Limited (VDPL), Singapore.The working <strong>of</strong> both the Joint Venture <strong>Companies</strong> are <strong>report</strong>ed to be as envisaged and both rigs are operating under their firstcontracts respectively.DIRECTORSShri Vijay Kaushik retire by rotation at the ensuing Annual General Meeting and being eligible, <strong>of</strong>fer himself for reappointment.The Board <strong>of</strong> Directors <strong>of</strong> the Company, having lost confidence in Shri Naresh Kumar, terminated his services as Managing Director<strong>of</strong> the Company w.e.f. 24th September, 2010. Shri Naresh Kumar subsequently resigned as Director <strong>of</strong> the Company, w.e.f. 30thMarch, 2011.14
DIRECTORS' RESPONSIBILITY STATEMENTAs required under Section 217(2AA) <strong>of</strong> the <strong>Companies</strong> Act, 1956, your Directors state:(i) that in the preparation <strong>of</strong> the Annual Accounts for the year ended 31st March, 2011, the applicable accounting standardshave been followed;(ii) that the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable andprudent so as to give a true and fair view <strong>of</strong> the state <strong>of</strong> affairs <strong>of</strong> the Company at the end <strong>of</strong> financial year and <strong>of</strong> the pr<strong>of</strong>it<strong>of</strong> the Company for that period;(iii) that proper and sufficient care has been taken for the maintenance <strong>of</strong> adequate accounting records in accordance with theprovisions <strong>of</strong> the <strong>Companies</strong> Act, 1956 for safeguarding the assets <strong>of</strong> the Company and for preventing and detecting fraudand other irregularities;(iv) that the Annual Accounts for the year ended 31st March, 2011 have been prepared on a going concern basis.CORPORATE GOVERNANCEPursuant to Clause 49 <strong>of</strong> the Listing Agreement with the Stock Exchanges, a Compliance Report on Corporate Governance alongwith Auditors certificate on its compliance has been annexed as part <strong>of</strong> this Report.AUDITORSM/s S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the retiring Auditors, have expressed their unwillingness tobe re-appointed as Statutory Auditors at the ensuing Annual General Meeting <strong>of</strong> the Company.M/s. G. Sanyal & Co., Chartered Accountants have furnished a letter conforming their eligibility and consent to act as Auditors<strong>of</strong> the Company, if appointed, at the ensuing Annual General Meeting <strong>of</strong> the Company.The observations <strong>of</strong> the Auditors are explained wherever necessary in the appropriate Notes on Accounts.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGOThe information in accordance with the provisions <strong>of</strong> Section 217(1)(e) <strong>of</strong> the <strong>Companies</strong> Act, 1956, read with the <strong>Companies</strong>(Disclosure <strong>of</strong> Particulars in the Report <strong>of</strong> Board <strong>of</strong> Directors) Rules, 1988 is annexed hereto.PARTICULARS OF EMPLOYEESParticulars <strong>of</strong> employees, as required under Section 217(2A) <strong>of</strong> the <strong>Companies</strong> Act, 1956 read with the <strong>Companies</strong> (Particulars<strong>of</strong> Employees) Rules, 1975, as amended, forms part <strong>of</strong> this <strong>report</strong>.However, in pursuance <strong>of</strong> Section 219(1)(b)(iv) <strong>of</strong> the <strong>Companies</strong> Act, 1956, this <strong>report</strong> is being sent to shareholders <strong>of</strong> theCompany excluding the aforesaid information. Any member interested in obtaining such particulars may write to the CompanySecretary at the Registered Office <strong>of</strong> the Company.FIXED DEPOSITSThe Company has not accepted any Deposits within the meaning <strong>of</strong> Section 58A <strong>of</strong> the <strong>Companies</strong> Act, 1956 and the Rules madethere under.ACKNOWLEDGEMENTThe Board expresses its grateful appreciation <strong>of</strong> 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 <strong>of</strong> appreciation for the devoted contribution made by the employees& associates at all levels.Place : GurgaonDated : 3rd August,2011For & on behalf <strong>of</strong> the BoardD.P.JINDALChairman15