Vadinar Oil Terminal Limited Annual Report 2016-17
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Vadinar Oil Terminal Limited Annual Report 2016-17 Corporate Information BOARD OF DIRECTORS (Upto August 14, 2017) REGISTRARS & TRANSFER AGENTS Rajiv Agarwal Data Software Research Company Private Limited Chairman 19, Pycroft Garden Road Off. Haddows Road P. K. Srivastava Nungambakkam Director Chennai 600006 Capt. B. S. Kumar Tel: + 91 44 2821 3738, 2821 4487 Fax: +91 442814636 Independent Director e-mail: [email protected] V. G. Raghavan Independent Director REGISTERED OFFICE K. K. Sinha Essar Refinery Site Director 39, KM Stone Okha Highway (SH-25) Capt. Deepak Sachdeva Taluka Khambhalia Director Dist: Devbhumi Dwarka – 361305 Gujarat Suparna Singh Tel: +91 2833661449 Director Fax: +91 2833662929 e-mail: [email protected] AUDITORS CORPORATE OFFICE Deloitte Haskins & Sells Equinox Business Park, Tower – 2 Off. Bandra Kurla Complex BANKERS L.B.S. Marg, Kurla (W) Mumbai – 400070. ICICI Bank Ltd. AXIS Bank Ltd. Tel: +91-22-67335000 IDBI Bank Ltd. Fax: +91-22-67082183 IDFC Bank Ltd. e-mail: [email protected] Punjab National Bank IFCI Ltd. 1 NOTICE NOTICE is hereby given that the Twenty Fourth Annual General Act, 2013 and the Rules framed thereunder (including any Meeting of the members of VADINAR OIL TERMINAL LIMITED will statutory modification(s) or re- enactment thereof for the time be held at the Registered Office of the Company at Essar Refinery being in force) (“Act”), Mr. B. Anand (DIN: 02792009), who was Site, 39KM Stone, Jamnager Okha Highway (SH-25), Khambalia, appointed by the Board of Directors as an Additional Director District Devbhumi Dwarka - 361305, Gujarat on Friday, September of the Company with effect from September 5, 2017 pursuant 29, 2017 at 11:00 a.m. to transact, the following business: to Section 161 of the Act and who holds office until the date of the next Annual General Meeting and in respect of whom ORDINARY BUSINESS the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the 1. To receive, consider and adopt the audited financial statements office of Director, be and is hereby appointed as a Director of the of the Company for the financial year ended March 31, 2017 Company liable to retire by rotation.” together with the reports of Board of Directors and Auditors thereon. 5. Appointment of Mr. C. Manoharan as Director of the Company 2. To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March To consider and, if thought fit, to pass the following resolution as 31, 2017 together with the report of Auditors thereon. an Ordinary Resolution: 3. To appoint auditors and fix their remuneration. “RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions of the Companies Act, To consider and, if thought fit, to pass the following resolution as 2013 and the Rules framed thereunder (including any statutory an Ordinary Resolution: modification(s) or re- enactment thereof for the time being in force) (“Act”), Mr. C. Manoharan (DIN 00184471), who was “RESOLVED THAT pursuant to the provisions of Sections 139, appointed by the Board of Directors as an Additional Director 142 and other applicable provisions of the Companies Act, of the Company with effect from August 14, 2017 pursuant to 2013 and Rules framed thereunder (including any statutory Section 161 of the Act and who holds office until the date of modification(s) or re-enactment thereof for the time being in the next Annual General Meeting and in respect of whom the force), and pursuant to the recommendations of the Audit Company has received a notice in writing from a member under Committee and the Board of Directors of the Company, M/s S. Section 160 of the Act proposing his candidature for the office R. Batliboi & Co. LLP, Chartered Accountants (Firm registration of Director, be and is hereby appointed as a Director of the number 301003E/E300005), be and are hereby appointed as Company liable to retire by rotation.” Statutory Auditors of the Company, in place of M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm registration 6. Appointment of Ms. Gayathri S. as Director of the Company number 117366W/W-100018) whose tenure expires at the conclusion of the Twenty Fourth Annual General Meeting of the To consider and, if thought fit, to pass the following resolution as Company, on such remuneration as shall be fixed by the Board an Ordinary Resolution: of Directors of the Company. “RESOLVED THAT pursuant to the provisions of Sections 149, RESOLVED FURTHER THAT M/s S. R. Batliboi & Co. LLP, 152, 161 and other applicable provisions of the Companies Chartered Accountants, if appointed, shall hold the office for a Act, 2013 and the Rules framed thereunder (including any period of five years, from the conclusion of the Twenty Fourth statutory modification(s) or re- enactment thereof for the time Annual General Meeting till the conclusion of the Twenty Ninth being in force) (“Act”), Ms. Gayathri S. (DIN 07115908), who was Annual General Meeting of the Company, subject to ratification appointed by the Board of Directors as an Additional Director by the Members at every Annual General Meeting held after of the Company with effect from September 5, 2017 pursuant the Twenty Fourth Annual General Meeting, and the Board of to Section 161 of the Act and who holds office until the date Directors of the Company (which shall be deemed to include of the next Annual General Meeting and in respect of whom the Audit Committee thereof) be and is hereby authorized to do the Company has received a notice in writing from a member all such acts, deeds, matters and things as may be considered under Section 160 of the Act proposing her candidature for the necessary, desirable or expedient to give effect to this resolution.” office of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.” SPECIAL BUSINESS 7. Appointment of Mr. Mohan Lal Sharma as an Independent 4. Appointment of Mr. B. Anand as Director of the Company Director of the Company To consider and, if thought fit, to pass the following resolution as To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, “RESOLVED THAT pursuant to the provisions of Sections 152, 161 and other applicable provisions of the Companies 149, 152, 161, Schedule IV and other applicable provisions 2 NOTICE DIRECTORS’ REPORT GOVERNANCE FINANCIAL STATEMENTS of the Companies Act, 2013 and the Rules framed thereunder remuneration including period in office, as it may deem fit, within (including any statutory modification(s) or re- enactment thereof the parameters set out in the Explanatory Statement, without for the time being in force) (“Act”), Mr. Mohan Lal Sharma (DIN being required to seek any further consent or approval of the 02724685), who was appointed by the Board of Directors as an members, and subject to the remuneration not exceeding the Additional Director of the Company with effect from August 14, limits specified under Section 197 read with Schedule V of the 2017 pursuant to Section 161 of the Act and who holds office Act.” until the date of the next Annual General Meeting and in respect of whom the Company has received a notice in writing from a “RESOLVED FURTHER THAT the Board of the Company be member under Section 160 of the Act proposing his candidature and is hereby authorised to do all acts and take all such steps for the office of Director, and who has submitted a declaration as may be necessary, proper and expedient to give effect to this that he meets the criteria of independence as provided under resolution.” Section 149(6) of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company for a 10. To approve the remuneration paid to Capt. Deepak Sachdeva period of three years with effect from August 14, 2017 to August as Whole time Director in the financial year 2016-17 13, 2020.” To consider and, if thought fit, to pass the following resolution as 8. Appointment of Capt. Alok Kumar as Director of the a Special Resolution: Company “RESOLVED THAT in furtherance to the resolution passed by To consider and, if thought fit, to pass the following resolution as the members at the Annual General Meeting of the Company an Ordinary Resolution: held on September 26, 2014, and pursuant to the provisions of sections 197, 198, Schedule V and other applicable provisions of “RESOLVED THAT pursuant to the provisions of Sections 149, the Companies Act, 2013 (including any statutory modification(s) 152 and other applicable provisions of the Companies Act, 2013 or re-enactment thereof for time being in force) (the “Act”) and (“Act”) and the Rules framed thereunder (including any statutory the Companies (Appointment and Remuneration of Managerial modification(s) or re- enactment thereof for the time being in Personnel) Rules, 2014 (including any statutory modification(s) force), Capt. Alok Kumar (DIN07151716), who was appointed by or re-enactment thereof for time being in force) and subject to the Board of Directors as an Additional Director of the Company such approvals, consents, permissions as may be required from with effect from August 14, 2017 pursuant to Section 161 of any person or authority, and subject to any conditions and/or the Act and who holds office until the date of the next Annual modifications as may be imposed and/or suggested by such General Meeting and in respect of whom the Company has authority while granting such approvals, consent of the members received a notice in writing from a member under Section 160 of the Company be and is hereby accorded by way of a special of the Act proposing his candidature for the office of Director be resolution for the remuneration paid to Capt.