10Th Annual Report for the Financial Year 2019-2020
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10TH ANNUAL REPORT FOR THE FINANCIAL YEAR 2019-2020 BOARD OF DIRECTORS AUDITORS Mr. P. K. Srivastava C N K & Associates LLP. Non- Executive Chairman Chartered Accountants (Firm Registration No. 101961 W/W – 100036) Add: Mistry Bhavan, 3rd Floor, Dinshaw Vachha Road, Churchgate, Mumbai- 400 020 Mr. N. Srinivasan Independent Non-Executive Director SECRETARIAL AUDITOR Captain Bhupinder Singh Kumar Independent Non- Executive Director MARTINHO FERRAO & ASSOCIATES Dhun Building, Office # 301, 23/25, Ms. Sunita Kotian Janmabhoomi Marg, Fort, Non-Executive Director Mumbai- 400001 (w.e.f. 12.02.2020) Telephone: 022 2202 4366 Email: [email protected] Captain Rahul Bhargava Executive Director DEBENTURE TRUSTEEE Mr. Ranjit Singh President and Chief Executive Officer IDBI Trusteeship Services Limited Asian Building, Ground Floor, Mr. Ketan Shah 17. R. Kamani Marg, Chief Financial Officer Ballard Estate, Mumbai – 400 001 Ms. Jyotsna Gupta Phone: 022 40807000 Fax: 022 66311776 Company Secretary Email: [email protected] (w.e.f. 02-07-2019) REGISTRAR & TRANSFER AGENT Data Software Research Company Private Limited 19, Pycroft Garden Road, Off Haddows Road, Nungambakkam, Chennai- 600 006 Ph.No.044-28213738 / 28214487 Fax No. 044-28214636 Email: [email protected] REGISTERED OFFICE CORPORATE OFFICE EBTSL Premises, ER-2 Building Essar House (Admin Building), 11, K.K. Marg, Salaya, 44 KM, P.O. Box No.7, Mahalaxmi. Taluka Khambhalia, Mumbai- 400 034. Devbhumi Dwarka. Maharashtra, India. Gujarat- 361 305 E-mail: [email protected] CONTENTS Page No. Notice to Members 1 Director’s Report 13 Report on Corporate Governance 42 Auditor’s Report on Standalone Financial Statements 53 Balance Sheet 61 Standalone Statement of Profit and Loss 62 Standalone Statement of Cash Flows 63 Standalone Statement of Changes in Equity 65 Notes forming part of the Standalone Financial Statements 66 Auditors’ Report on Consolidated Financial Statements 105 Consolidated Balance Sheet 112 Consolidated Statement of Profit and Loss 113 Consolidated Statement of Cash Flows 114 Consolidated Statement of Changes in Equity 116 Notes forming part of the Consolidated Financial Statements 117 NOTICE FOR ANNUAL GENERAL MEETING Notice is hereby given that the Tenth Annual General Meeting RESOLVED FURTHER THAT the Board of Directors and/ (the Meeting) of the Members of Essar Shipping Limited (the or Company Secretary be and are hereby authorised to do Company) will be held on Wednesday, September 30, 2020 at all such acts, deeds, matters and things to give effect to this 3:00 P.M. through video conferencing (“VC”)/ Other Audio- resolution and execute all such documents, instruments Visual Means (OEAVM) in accordance with the applicable and writings as may be deemed/considered necessary or provisions of the Companies Act, 2013 read with MCA General required and to delegate all or any of its powers herein Circular No. 20/2020, 14/2020 and 17/2020 dated 5th May, 2020, conferred to any committee of Directors or the Board.” 8th April, 2020 and 13th April, 2020 respectively to transact the 4. To consider and approve the appointment of Auditors. following businesses: To consider and if thought fit, to pass the following ORDINARY BUSINESS: resolution as an Ordinary Resolution; 1. To receive, consider and adopt the Audited Standalone “RESOLVED THAT pursuant to the provisions of Section Financial Statements of the Company for the financial year 139, 141 and other applicable provisions if any, of the ended on March 31, 2020 together with the reports of the Companies Act, 2013 and the Companies (Audit and Board of Directors and Auditors thereon; Auditors) Rules, 2014 as amended from time to time, 2. To receive, consider and adopt the Audited Consolidated consent of members be and is hereby given to for the Financial Statements of the Company for the financial appointment of M/s CNK & Associates LLP, Chartered year ended on March 31, 2020 together with the reports of Accountants (Registration No. 101961W), as Auditors of Auditors thereon; the Company to hold office from the conclusion of this th 3. To appoint a Director in place of Captain Rahul Bhargava Annual General Meeting till the conclusion of the 15 (DIN 07618915), who retires by rotation pursuant to Annual General Meeting of the Company, to be held in year Section 152 of the Companies Act, 2013 2025, to examine and audit the accounts of the Company at such remuneration as may be mutually agreed between the To consider and if thought fit to pass the following Board of Directors of the Company and the Auditors. resolution as an Ordinary Resolution - RESOLVED FURTHER THAT the Board of Directors and/ “RESOLVED THAT pursuant to the provisions of Sections or Company Secretary be and are hereby authorised to do 149, 178, 161 and 196 ,197 and 203, read with Schedule V all such acts, deeds, matters and things as may be deemed/ of the Companies Act, 2013 and rules framed thereunder considered necessary to give effect to this resolution.” and Rule 17(1) of the SEBI, Listing Obligations and Disclosure Requirements, 2015 (including any statutory SPECIAL BUSINESS: modification(s) or re-enactment thereof for the time being 5. To consider and, if thought fit, to pass the following in force) or any other applicable provisions of the Act resolution as Ordinary Resolution: and regulations made thereunder or any other authority “RESOLVED THAT pursuant to the provisions of Section as may be required, Captain Subimal Mahato (DIN 152 and other applicable provisions of the Companies 08867107) be and is hereby appointed as an Executive Act, 2013 read with the Companies (Appointment and Director on the Board, liable to retire by rotation on the Qualification of Directors) Rules, 2014, Regulaton 17(c ) of terms and conditions including remuneration as set out in the SEBI Listing Obligations and Disclosure Requirements the Explanatory Statement annexed to the Notice of AGM and other statutory modification(s), re-enactment(s) or with authority to the Board of Directors to alter, vary and amendment(s) made thereof consent of the members be modify the terms of the said appointment as may be agreed and is hereby accorded to appoint Mr. Rajesh Desai (DIN between the Board (which term shall always be deemed to 08848625) as Non-Executive Director, liable to retire by include any Committee as constituted or to be constituted rotation. by the Board to exercise its powers including the powers conferred under this resolution) and the Appointee.” RESOLVED FURTHER THAT the Board of Directors and/ or Company Secretary of the Company be and are hereby authorised to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution.” 1 10th ANNUAL REPORT 2019-2020 6. To consider and, if thought fit, to pass the following 7. To consider and if thought fit, to pass with or without resolution as Ordinary Resolution: modifications the following resolution as a Special “RESOLVED THAT Ms. Sunita Kotian (DIN: 08699296) Resolution: who was appointed as an Additional Director of the “RESOLVED THAT pursuant to the provisions of Section Company w.e.f. February 12, 2020 by the Board of Directors 188 of the Companies Act, 2013 (“the Act”) and Regulation and who holds office upto the date of this Annual General 23 of the LODR regulation 2015 (including any statutory Meeting in terms of Section 161 and other applicable modification(s) or re-enactment thereof for the time being provisions of the Companies Act, 2013 (“the Act”) read with in force), approval of the members of the Company be Companies (Appointment and Qualification of Directors) and is hereby accorded to the Audit Committee and the Rules, 2014 and Article of Association, and pursuant to Board of Directors to authorize the management of the the recommendation of the Nomination & Remuneration Company to enter into agreement(s) and/or transaction(s), Committee and the Board of Directors, and being eligible, as may be appropriate, with the following Related Parties offer herself for appointment, and in respect of whom the as defined under Section 2(76) of the Act and Regulation Company has received a notice in writing under Section 23 of LODR Regulation 2015 to sell, purchase, transfer 160(1) of the Act from a Member signifying his intention or receipt of products, goods, materials, services or other to propose Ms. Kotian candidature for the office of the obligations, if any, on such terms and conditions as may be Director, be and is hereby appointed as a Non-executive, mutually agreed upon between the Company and any of the Non Independent Director of the Company, liable to retire Related Party, for the amount in aggregate not exceeding by rotation, with effect from the date of this Meeting. as mentioned against the name of each of the following RESOLVED FURTHER THAT the Board be and is hereby Related Party during the period mentioned against the authorised to do all such acts, deeds, matters and things as name of each Related Party: may be deemed/considered necessary to give effect to this resolution.” Sr. Name of Related Party Relationship Nature of Transaction(s) Amount (Rs. In crores) No. 2019-20 From April From September 01, 2020 30, 2020 till till the the date of 11th date of 10th Annual General Annual Meeting to be General held in calendar Meeting year 2021 September 30, 2020 1 Essar Steel India Limited Fellow Fleet operating and 262.14 - - Subsidiary chartering services on Contract(s) of Affreightment and Spot fixture basis 2 Essar Shipping