BOARD OF DIRECTORS Shashi Ruia REGISTERED OFFICE Chairman Administrative Building Essar Refinery Complex Anshuman Ruia Okha Highway (SH-25) Director Taluka Khambalia District Jamnagar, Gujarat 361 305 Sanjay Mehta Managing Director REGISTRAR & TRANSFER AGENT Rajiv Agarwal Data Software Research Company Private Limited Wholetime Director “Sree Sovereign Complex” 22, 4th Cross Street, Trustpuram A. R. Ramakrishnan Kodambakkam, Chennai 600 024 Wholetime Director e-mail: [email protected] V. Ashok Wholetime Director AUDIT COMMITTEE Anshuman Ruia R. N. Bansal R. N. Bansal Independent Director N. Srinivasan N. Srinivasan S. V. Venkatesan Independent Director K. V. Krishnamurthy SHAREHOLDERS’ GRIEVANCE COMMITTEE Independent Director Anshuman Ruia Rajiv Agarwal Dilip J. Thakkar A. R. Ramakrishnan Independent Director V. Ashok R. N. Bansal S. V. Venkatesan K. V. Krishnamurthy Independent Director Deepak Kumar Varma Independent Director SHARE TRANSFER COMMITTEE Rajiv Agarwal A. R. Ramakrishnan V. Ashok COMPANY SECRETARY Manoj Contractor COMPENSATION COMMITTEE Shashi Ruia AUDITORS Anshuman Ruia Deloitte Haskins & Sells R. N. Bansal CORPORATE OFFICE Essar House 11, Keshavrao Khadye Marg Mahalaxmi, Mumbai 400 034 1 34th Annual Report 2009-10 NOTICE Notice is hereby given that the Thirty-fourth Annual General authority, as may be required, consent of the Company Meeting of the Members of Essar Shipping Ports & Logistics be and is hereby accorded to the appointment of Limited will be held at the Registered Office of the Company Mr. Rajiv Agarwal as the Wholetime Director of the at Administrative Building, Essar Refinery Complex, Okha Company for a period of three years commencing Highway (SH-25), Taluka Khambalia, District Jamnagar, Gujarat from May 27, 2010 to be designated as Managing 361 305 at 3.00 p.m. on Saturday, July 24, 2010, to transact the Director with effect from July 24, 2010 on the terms following business: and conditions including remuneration as set out in the Explanatory statement annexed to the notice ORDINARY BUSINESS: convening this meeting with liberty to the Board of 1. To receive, consider and adopt the Audited Profit & Loss Directors (hereinafter referred to as “the Board” which Account for the year ended March 31, 2010, and the term shall be deemed to include the Remuneration/ Audited Balance Sheet as on that date and the Reports of Compensation Committee of the Board) to alter and the Board of Directors and Auditors thereon. vary the terms and conditions of the said appointment, as may be agreed to between the Board and Mr. Rajiv 2. To appoint a Director in place of Mr. S. N. Ruia, who Agarwal.” retires by rotation and being eligible, offers himself for re- appointment. “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorised to take all such steps as 3. To appoint a Director in place of Mr. V. Ashok, who may be necessary, proper or expedient to give effect to retires by rotation and being eligible, offers himself for re- this resolution.” appointment. 4. To appoint a Director in place of Mr. N. Srinivasan, who 8. To consider and if thought fit, to pass with or without retires by rotation and being eligible, offers himself for re- modification, the following resolution as a Special appointment. resolution: 5. To appoint a Director in place of Mr. K. V. Krishnamurthy, “RESOLVED THAT pursuant to the provisions of Sections who retires by rotation and being eligible, offers himself for 81, 81(1A) and other applicable provisions, if any, of the re-appointment. Companies Act, 1956 (including any statutory modifications or re-enactments thereof, for the time being in force), 6. To re-appoint Messers. Deloitte Haskins & Sells, Chartered enabling provisions of the Memorandum and Articles of Accountants as Auditors of the Company to hold office from Association of the Company, the Listing Agreements entered the conclusion of this Annual General Meeting until the into by the Company with the Stock Exchanges where the conclusion of the next Annual General Meeting and to fix shares of the Company are listed and in accordance with their remuneration. the guidelines issued by the Government of India (GOI), the SPECIAL BUSINESS: Reserve Bank of India (RBI), the Securities and Exchange Board of India (SEBI) and/or any other competent authorities 7. To consider and if thought fit, to pass with or without and clarifications thereof, issued from time to time, the modification, the following resolution as an Ordinary applicable provisions of Foreign Exchange Management Act, resolution: 1999 (“FEMA”), Foreign Exchange Management (Transfer (a) “RESOLVED THAT Mr. Rajiv Agarwal, who was or issue of security by a person resident outside India) appointed as an Additional Director by the Board of Regulations, 2000, Issue of Foreign Currency Convertible Directors pursuant to Section 260 of the Companies Bonds and Ordinary Shares (through Depository Receipt Act, 1956 and who holds office upto the date of this Mechanism) Scheme, 1993 (FCCB Scheme) and subject Annual General Meeting and in respect of whom to such approvals, permissions, consents and sanctions, as the Company has received a notice in writing under may be necessary from the GOI, RBI, SEBI and/or other Section 257 of the Companies Act, 1956, proposing his competent authorities and subject to such conditions and candidature for the office of Director be and is hereby modifications as may be prescribed or imposed by any of appointed as a Director of the Company liable to retire them while granting such approvals, permissions, consents by rotation.” and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the (b) “RESOLVED THAT pursuant to the provisions of ‘Board’, which term shall include any committee constituted/ Sections 198, 269, 309 and all other applicable to be constituted by the Board for exercising the powers provisions, if any, of the Companies Act, 1956 read conferred on the Board by this Resolution), the consent with Schedule XIII to the Companies Act, 1956, of the Company be and is hereby accorded to the Board (including any statutory modification(s) or re-enactment to create, offer, issue and allot (including with provisions thereof for the time being in force) and subject to such for reservation on firm and/or competitive basis, for such approval from the Central Government or any other part of issue and for such categories of persons including 2 employees of the Company as may be permitted), in one or Company, may issue Depository Receipts representing the more tranches, Equity Shares and/or Equity Shares through underlying Securities issued by the Company in negotiable, Global Depository Shares (GDSs) / Receipts (GDRs) and/ registered or bearer form with such features and attributes or American Depository Receipts (ADRs) and/or Optionally/ as are prevalent in international capital markets for Compulsorily Convertible / Foreign Currency Convertible instruments of this nature and to provide for the tradability Bonds (FCCBs) and/or Convertible Bonds, Convertible and free transferability thereof as per international practices Debentures, fully or partly and/or any other instruments/ and regulations (including listing on one or more stock securities, convertible into or exchangeable with Equity exchange(s) in or outside India) and under the forms and Shares and/or securities convertible into Equity Shares at practices prevalent in the international market.” the option of the Company and/or the holder(s) of such securities and/or securities linked to Equity Shares and/ “RESOLVED FURTHER THAT : or securities with or without detachable / non-detachable i. The equity shares issued and allotted directly or upon warrants and/or warrants with a right exercisable by the conversion, exchange, redemption or cancellation of warrant holders to subscribe to Equity Shares and/or any other Securities when fully paid up, shall rank pari- instruments (hereinafter referred to as ‘Securities’ which passu with the existing equity shares of the Company; terms shall include Equity Shares) or combination of Equity ii. The Relevant Date for determining the pricing of the Shares or Securities, with or without premium as the Board Securities (whether on Qualified Institutions Placement may, at its sole discretion decide by way of one or more to QIBs as per provisions of Chapter XIII-A of the SEBI public and/or private offerings in domestic and/or one or (Disclosure and Investor Protection) Guidelines, 2000 or more international market(s), with or without green shoe issue of equity shares underlying the GDSs / GDRs / option and/or private placement or issue through Qualified ADRs or Securities issued on conversion of FCCBs) Institutions Placement in accordance with the Guidelines for is the date of the meeting in which the Board decides Qualified Institutions Placement prescribed under Chapter to open the proposed issue or such date as may be XIII-A of the SEBI (Disclosure and Investor Protection) notified by SEBI or RBI from time to time; Guidelines, 2000 or by any one or more or a combination iii. For the purpose of giving effect to this resolution the of the above modes / methods or otherwise and at such Board be and is hereby authorised to do all such time or kinds, with or without an over allotment offer, and acts, deeds, matters and things as the Board may in in one or more tranches, aggregating to an amount not its absolute discretion consider necessary, proper, exceeding US$ 500,000,000 (United States Dollar Five expedient,