NAYARA ENERGY LIMITED Corporate Identity Number: U11100GJ1989PLC032116 Phone: 91 2833 661444, Fax: 91 2833 662929 Email: [email protected] NOTICE FOR THE 27 TH ANNUAL GENERAL MEETING NOTICE is hereby given that Twenty Seventh Annual General Meeting of the members of ESSAR OIL LIMITED will be held at the Registered 305, Gujarat on Thursday, September 28, 2017 at 11.00 a.m., to transact, the following business: ORDINARY BUSINESS “RESOLVED THAT pursuant to the provisions of Sections 149, 152, 161 and other applicable provisions of the Companies Act, 1. 2013 and the Rules framed thereunder (including any statutory together with the reports of Board of Directors and Auditors force) (“Act”), Mr. Chin Hwee Tan (DIN: 07703660), who was thereon. appointed by the Board of Directors as an Additional Director 2. To receive, consider and adopt the audited consolidated of the Company with e ect from August 19, 2017 pursuant to ended March 31, 2017 together with the report of Auditors the next Annual General Meeting and in respect of whom the thereon. Company has received a notice in writing from a member under 3. of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.” an Ordinary Resolution: 5. Appointment of Mr. Jonathan Kollek as Director of the “RESOLVED THAT pursuant to the provisions of Sections 139, Company 142 and other applicable provisions of the Companies Act, 2013 and Rules framed thereunder (including any statutory as an Ordinary Resolution: in force), and pursuant to the recommendations of the Audit “RESOLVED THAT pursuant to the provisions of Sections 149, Committee and the Board of Directors of the Company, M/s S. 152, 161 and other applicable provisions of the Companies Act, R. Batliboi & Co. LLP, Chartered Accountants (Firm registration 2013 and the Rules framed thereunder (including any statutory number 301003E/E300005), be and are hereby appointed as Statutory Auditors of the Company, in place of M/s. Deloitte force) (“Act”), Mr. Jonathan Kollek (DIN 07710920), who was Haskins & Sells, Chartered Accountants (Firm registration appointed by the Board of Directors as an Additional Director number 117365W) whose tenure expires at the conclusion of of the Company with e ect from August 19, 2017 pursuant to the Twenty Seventh Annual General Meeting of the Company, the next Annual General Meeting and in respect of whom the of the Company.” Company has received a notice in writing from a member under “RESOLVED FURTHER THAT M/s S. R. Batliboi & Co. LLP, of Director, be and is hereby appointed as a Director of the Company liable to retire by rotation.” Annual General Meeting till the conclusion of the Thirty Second 6. Appointment of Mr. Charles Anthony Fountain as Director of the Company by the Members at every Annual General Meeting held after the Twenty Seventh Annual General Meeting, and the Board of as an Ordinary Resolution: Directors of the Company (which shall be deemed to include the Audit Committee thereof) be and is hereby authorized “RESOLVED THAT pursuant to the provisions of Sections 149, to do all such acts, deeds, matters and things as may be 152, 161 and other applicable provisions of the Companies Act, considered necessary, desirable or expedient to give e ect to 2013 and the Rules framed thereunder (including any statutory this resolution.” force) (“Act”), Mr. Charles Anthony Fountain (DIN 07719852), SPECIAL BUSINESS who was appointed by the Board of Directors as an Additional 4. Appointment of Mr. Chin Hwee Tan as Director of the Company Director of the Company with e ect from August 19, 2017 as an Ordinary Resolution: date of the next Annual General Meeting and in respect of whom Scaling New Heights | Annual Report 2016-17 1 Essar Oil Limited the Company has received a notice in writing from a member 10. Appointment of Mr. Krzysztof Zielicki Antoni as Director of under Section 160 of the Act proposing his candidature for the the Company office of Director, be and is hereby appointed as a Director of the To consider and, if thought fit, to pass the following resolution Company liable to retire by rotation.” as an Ordinary Resolution: 7. Appointment of Ms. Elena Sapozhnikova as Director of the “RESOLVED THAT pursuant to the provisions of Sections 149, Company 152, 161 and other applicable provisions of the Companies Act, To consider and, if thought fit, to pass the following resolution 2013 and the Rules framed thereunder (including any statutory as an Ordinary Resolution: modification(s) or re- enactment thereof for the time being in force) (“Act”), Mr. Krzysztof Zielicki Antoni (DIN 07692730), “RESOLVED THAT pursuant to the provisions of Sections 149, who was appointed by the Board of Directors as an Additional 152, 161 and other applicable provisions of the Companies Act, Director of the Company with effect from August 19, 2017 2013 and the Rules framed thereunder (including any statutory pursuant to Section 161 of the Act and who holds office until the modification(s) or re- enactment thereof for the time being in date of the next Annual General Meeting and in respect of whom force) (“Act”), Ms. Elena Sapozhnikova (DIN 07703689), who was the Company has received a notice in writing from a member appointed by the Board of Directors as an Additional Director under Section 160 of the Act proposing his candidature for the of the Company with effect from August 19, 2017 pursuant to office of Director, be and is hereby appointed as a Director of the Section 161 of the Act and who holds office until the date of Company liable to retire by rotation.” the next Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under 11. Appointment of Mr. Andrew James Balgarnie as Director of Section 160 of the Act proposing her candidature for the office the Company of Director, be and is hereby appointed as a Director of the To consider and, if thought fit, to pass the following resolution Company liable to retire by rotation.” as an Ordinary Resolution: 8. Appointment of Mr. Alexander Romanov as Director of the “RESOLVED THAT pursuant to the provisions of Sections 149, Company 152, 161 and other applicable provisions of the Companies Act, To consider and, if thought fit, to pass the following resolution 2013 and the Rules framed thereunder (including any statutory as an Ordinary Resolution: modification(s) or re- enactment thereof for the time being in force) (“Act”), Mr. Andrew James Balgarnie (DIN 07692748), “RESOLVED THAT pursuant to the provisions of Sections 149, who was appointed by the Board of Directors as an Additional 152, 161 and other applicable provisions of the Companies Act, Director of the Company with effect from August 19, 2017 2013 and the Rules framed thereunder (including any statutory pursuant to Section 161 of the Act and who holds office until the modification(s) or re- enactment thereof for the time being in date of the next Annual General Meeting and in respect of whom force) (“Act”), Mr. Alexander Romanov (DIN 07731508), who was the Company has received a notice in writing from a member appointed by the Board of Directors as an Additional Director under Section 160 of the Act proposing his candidature for the of the Company with effect from August 19, 2017 pursuant to office of Director, be and is hereby appointed as a Director of the Section 161 of the Act and who holds office until the date of Company liable to retire by rotation.” the next Annual General Meeting and in respect of whom the Company has received a notice in writing from a member under 12. To approve remuneration paid to Mr. L K Gupta as Managing Section 160 of the Act proposing his candidature for the office Director & CEO, in the financial year 2016-17 and variation in of Director, be and is hereby appointed as a Director of the terms of remuneration Company liable to retire by rotation.” To consider and, if thought fit, to pass the following resolution 9. Appointment of Mr. Marcus George Cooper as Director of the as a Special Resolution: Company “RESOLVED THAT in furtherance to the resolution passed by To consider and, if thought fit, to pass the following resolution the members at the Annual General Meeting of the Company as an Ordinary Resolution: held on December 26, 2016, and pursuant to the provisions of sections 197, 198, Schedule V and other applicable “RESOLVED THAT pursuant to the provisions of Sections 149, provisions of the Companies Act, 2013 (including any statutory 152, 161 and other applicable provisions of the Companies Act, modification(s) or re-enactment thereof for time being in force) 2013 and the Rules framed thereunder (including any statutory (the “Act”) and the Companies (Appointment and Remuneration modification(s) or re- enactment thereof for the time being of Managerial Personnel) Rules, 2014 (including any statutory in force) (“Act”), Mr. Marcus George Cooper (DIN 07686158), modification(s) or re-enactment thereof for time being in force) who was appointed by the Board of Directors as an Additional and subject to such approvals, consents, permissions as may Director of the Company with effect from August 19, 2017 be required from any person or authority, and subject to any pursuant to Section 161 of the Act and who holds office until the conditions and/or modifications as may be imposed and/or date of the next Annual General Meeting and in respect of whom suggested by such authority while granting such approvals, the Company has received a notice in writing from a member consent of the members of the Company be and is hereby under Section 160 of the Act proposing his candidature for the accorded by way of a special resolution for the remuneration office of Director, be and is hereby appointed as a Director of the paid to Mr.