BOARD OF DIRECTORS Shashi Ruia AUDIT COMMITTEE Chairman Anshuman Ruia R. N. Bansal Anshuman Ruia Deepak Kumar Varma Director K. V. Krishnamurthy R. N. Bansal Independent Director SHAREHOLDERS’ GRIEVANCE COMMITTEE R. N. Bansal K. V. Krishnamurthy Deepak Kumar Varma Independent Director Rajiv Agarwal Shailesh Sawa Dilip J. Thakkar Independent Director Deepak Kumar Varma SHARE TRANSFER COMMITTEE Rajiv Agarwal Independent Director K. K. Sinha T. S. Narayanasami Shailesh Sawa Independent Director Rajiv Agarwal COMPENSATION COMMITTEE CEO & Managing Director Shashi Ruia Anshuman Ruia K. K. Sinha R. N. Bansal Chief Executive Officer Shailesh Sawa REGISTERED OFFICE Director Finance Administrative Building Essar Refinery Complex Okha Highway (SH-25) COMPANY SECRETARY Taluka Khambalia Manoj Contractor District Jamnagar, Gujarat 361 305 REGISTRAR & TRANSFER AGENT AUDITORS Data Software Research Company Private Limited Deloitte Haskins & Sells 9, Pycroft Garden Road, Off Haddows Road Nungambakkam, Chennai - 600 006 Tel: (044) 2821 2154, 2821 2207, Fax: (044) 2821 2133 E-mail: [email protected] CORPORATE OFFICE Essar House 11, Keshavrao Khadye Marg Mahalaxmi, Mumbai 400 034 1 35th Annual Report 2010-11 NOTICE Notice is hereby given that the Thirty-Fifth Annual may be necessary, proper or expedient to give effect to General Meeting of Essar Ports Limited will be held at this resolution.” the Registered Office of the Company at Administrative 7. To consider and if thought fit, to pass with or without Building, Essar Refinery Complex, Okha Highway (SH-25), modification, the following resolution as a Special Taluka Khambhalia, Distt. - Jamnagar, Gujarat 361305 at resolution: 12.00 noon on September 9, 2011, to transact the following business: “RESOLVED THAT pursuant to the provisions of Section 198, 269, 309 and all other applicable ORDINARY BUSINESS provisions, if any, of the Companies Act, 1956 read with Schedule XIII to the Companies Act, 1956, 1. To receive, consider and adopt the Profit and Loss (including any statutory modification(s) or re-enactment Account for the year ended March 31, 2011 and thereof for the time being in force) and subject to the Audited Balance Sheet as on that date and the such approval as may be required, consent of the Reports of the Board of Directors and Auditors thereon. Company be and is hereby accorded for payment of 2. To appoint a Director in the place of Mr. Dilip J. remuneration to Mr. Rajiv Agarwal, CEO & Managing Thakkar, who retires by rotation and being eligible, Director for a period of three years commencing from offers himself for re-appointment. July 24, 2010 on the terms and conditions including 3. To appoint a Director in the place of Mr. R. N. Bansal, remuneration as set out in the Explanatory Statement who retires by rotation and being eligible, offers himself annexed to the notice convening this meeting with for re-appointment. liberty to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to 4. To appoint a Director in the place of Mr. Anshuman S. include the Compensation Committee of the Board) Ruia, who retires by rotation and being eligible, offers to alter and vary the terms and conditions of the said himself for re-appointment. appointment, as may be agreed to between the Board and Mr. Rajiv Agarwal.” SPECIAL BUSINESS “RESOLVED FURTHER THAT the Board of Directors 5. To consider and if thought fit, to pass with or without be and are hereby authorised to take all such steps as modification, the following resolution as an Ordinary may be necessary, proper or expedient to give effect to resolution: this resolution.” “RESOLVED THAT Messrs. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, having ICAI 8. To consider and if thought fit, to pass with or without Registration Number 117365W, be and are hereby modification, the following resolution as a Special appointed as the Statutory Auditors of the Company in resolution: place of Messrs. Deloitte Haskins & Sells, Chartered (a) “RESOLVED THAT Mr. Shailesh Sawa, who was Accountants, Mumbai, to hold office from the appointed as an Additional Director by the Board of conclusion of this Annual General Meeting until the Directors pursuant to Section 260 of the Companies conclusion of the next Annual General Meeting at a Act, 1956 and who holds office upto the date of this remuneration to be fixed by the Board of Directors of Annual General Meeting and in respect of whom the Company.” the Company has received a notice in writing under 6. To consider and if thought fit, to pass with or without Section 257 of the Companies Act, 1956, proposing his modification, the following resolution as an Ordinary candidature for the office of Director be and is hereby resolution: appointed as a Director of the Company liable to retire by rotation.” “RESOLVED THAT Mr. T. S. Narayanasami, who was appointed as an Additional Director by the Board of (b) “RESOLVED THAT pursuant to the provisions of Directors pursuant to Section 260 of the Companies Section 198, 269, 309 and all other applicable Act, 1956 and who holds office upto the date of this provisions, if any, of the Companies Act, 1956 read Annual General Meeting and in respect of whom with Schedule XIII to the Companies Act, 1956, the Company has received a notice in writing under (including any statutory modification(s) or re-enactment Section 257 of the Companies Act, 1956, proposing his thereof for the time being in force) and subject to such candidature for the office of Director be and is hereby approval as may be required, consent of the Company appointed as an Independent Director of the Company be and is hereby accorded to the appointment of liable to retire by rotation.” Mr. Shailesh Sawa as a Wholetime Director of the Company designated as Director Finance for a period “RESOLVED FURTHER THAT the Board of Directors of three years commencing from July 24, 2010 on the be and are hereby authorised to take all such steps as terms and conditions including remuneration as set out 2 in the Explanatory Statement annexed to the notice statutory modifications or re-enactments thereof, convening this meeting with liberty to the Board of for the time being in force), enabling provisions of Directors (hereinafter referred to as “the Board” which the Memorandum and Articles of Association of the term shall be deemed to include the Compensation Company, the Listing Agreements entered into by the Committee of the Board) to alter and vary the terms of Company with the Stock Exchanges where the shares appointment, as may be agreed to between the Board of the Company are listed and in accordance with the and Mr. Shailesh Sawa.” guidelines issued by the Government of India (GOI), the Reserve Bank of India (RBI), the Securities and “RESOLVED FURTHER THAT the Board of Directors Exchange Board of India (SEBI) and/or any other be and are hereby authorised to take all such steps as competent authorities and clarifications thereof, issued may be necessary, proper or expedient to give effect to from time to time, the applicable provisions of Foreign this resolution.” Exchange Management Act, 1999 (“FEMA”), Foreign 9. To consider and if thought fit, to pass with or without Exchange Management (Transfer or issue of security modification, the following resolution as a Special by a person resident outside India) Regulations, resolution: 2000, Issue of Foreign Currency Convertible Bonds (a) “RESOLVED THAT Mr. Kamla Kant Sinha, who and Ordinary Shares (through Depository Receipt was appointed as an Additional Director by the Mechanism) Scheme, 1993 (FCCB Scheme) and Board of Directors pursuant to Section 260 of the subject to such approvals, permissions, consents Companies Act, 1956 and who holds office upto and sanctions, as may be necessary from the GOI, the date of this Annual General Meeting and in RBI, SEBI and/or other competent authorities and respect of whom the Company has received subject to such conditions and modifications as a notice in writing under Section 257 of the may be prescribed or imposed by any of them while Companies Act, 1956, proposing his candidature granting such approvals, permissions, consents and for the office of Director be and is hereby sanctions, which may be agreed to by the Board of appointed as a Director of the Company liable to Directors of the Company (hereinafter referred to as retire by rotation.” the ‘Board’, which term shall include any committee constituted/to be constituted by the Board for (b) “RESOLVED THAT pursuant to the provisions of exercising the powers conferred on the Board by this Section 198, 269, 309 and all other applicable Resolution), the consent of the Company be and is provisions, if any, of the Companies Act, 1956 hereby accorded to the Board to create, offer, issue read with Schedule XIII to the Companies Act, and allot (including with provisions for reservation 1956, (including any statutory modification(s) or on firm and/or competitive basis, for such part of re-enactment thereof for the time being in force) issue and for such categories of persons including and subject to such approval as may be required, employees of the Company as may be permitted), in consent of the Company be and is hereby one or more tranches, Equity Shares and/or Equity accorded to the appointment of Mr. Kamla Kant Shares through Global Depository Shares (GDSs)/ Sinha as a Wholetime Director of the Company Receipts (GDRs) and/or American Depository Receipts designated as Chief Executive Officer for a period (ADRs) and/or Optionally/Compulsorily