4 th ANNUAL REPORT 2013-2014 BOARD OF DIRECTORS COMMITTEES OF THE BOARD Mr. P. K. Srivastava AUDIT COMMITTEE Chairman Mr. Michael P. Pinto (Chairman) Mr. A. R. Ramakrishnan Mr. N. Srinivasan Managing Director Captain Bhupinder Singh Kumar Mr. Michael P. Pinto^ Independent Non-Executive Director SHAREHOLDERS’/INVESTORS’ GRIEVANCE Mr. N. Srinivasan COMMITTEE Independent Non-Executive Director Captain Bhupinder Singh Kumar (Chairman) Mr. N. C. Singhal^ Mr. A. R. Ramakrishnan Independent Non-Executive Director Captain Anoop Kumar Sharma Captain Bhupinder Singh Kumar^ Independent Non-Executive Director NOMINATION & REMUNERATION COMMITTEE Captain Anoop Kumar Sharma Mr. N. Srinivasan (Chairman) Chief Executive Offi cer Captain Bhupinder Singh Kumar Mr. Ankur Gupta Mr. Michael P. Pinto Director Mr. P. K. Srivastava ^ Appointed as Additional Director with effect from August 7, 2013 CORPORATE SOCIAL RESPONSIBILITY COMPANY SECRETARY COMMITTEE Mr. Hitesh Kumar Jain (From August 12, 2014) Captain Bhupinder Singh Kumar (Chairman) Mr. Vinayak Joshi (Till May 31, 2014) Mr. A. R. Ramakrishnan AUDITORS Captain Anoop Kumar Sharma Deloitte Haskins & Sells, Ahmedabad Mr. Ankur Gupta (Firm Registration No. 117365W) REGISTERED OFFICE CORPORATE OFFICE REGISTRAR & SHARE TRANSFER AGENT Administrative Building Essar House Data Software Research Company Private Limited Essar Refi nery Complex 11, K. K. Marg 19, Pycrofts Garden Road, Off Haddows Road Okha Highway (SH-25) Mahalaxmi Nungambakkam, Chennai - 600 006 Taluka Khambalia Mumbai - 400 034 Ph.No. 044-28213738 / 28214487 District Jamnagar Maharashtra, India Fax No. 044-28214636 Gujarat - 361 305 Email: [email protected] Email : [email protected] CONTENTS Page No. Page No. Board of Directors 1 Notes to Financial Statements 34 Notice to Members 2 Auditors’ Report on Consolidated Financial Statements 61 Directors’ Report 13 Consolidated Balance Sheet 62 Report on Corporate Governance 20 Consolidated Statement of Profi t & Loss 63 Auditor’s Report 27 Consolidated Cash Flow Statement 64 Balance Sheet 30 Notes to Consolidated Financial Statement 66 Statement of Profi t & Loss 31 E-Mail Registration 101 Cash Flow Statement 32 Proxy 103 1 NOTICE TO MEMBERS Notice is hereby given that the Fourth Annual General Meeting of re-enactment(s) thereof for the time being in force) and Essar Shipping Limited will be held at the Registered Offi ce of the Clause 49 of the Listing Agreement, Mr. N. C. Singhal Company at Administrative Building, Essar Refi nery Complex, (DIN: 00004916), a non-executive independent director Okha Highway (SH-25), Taluka Khambalia, District - Jamnagar, of the Company, who has submitted a declaration that he Gujarat - 361 305 at 10:00 a.m. on Friday, September 26, 2014 to meets the criteria for independence as provided in Section transact the following businesses: 149(6) of the Act and who was appointed as a Director and in respect of whom the Company has received notice in ORDINARY BUSINESS writing in the prescribed manner under Section 160 of the 1. To receive, consider and adopt the audited Statement of Act, from a member proposing his candidature for the offi ce Profi t and Loss for the Year Ended March 31, 2014 and the of Director, be and is hereby appointed as an Independent audited Balance Sheet as on that date and the Reports of Director on the Board for a consecutive period of 3 (Three) the Board of Directors and Auditors thereon. years, for a term up to the conclusion of the Seventh Annual 2. To appoint a Director in place of Mr. P. K. Srivastava General Meeting of the Company in the calendar year 2017. (DIN: 00843258), who retires at the ensuing Annual General RESOLVED FURTHER THAT the Board of Directors be and Meeting and being eligible offers himself for re-appointment. is hereby authorised to do all such acts, deeds, matters and 3. To re-appoint M/s. Deloitte Haskins & Sells, things as may be deemed/considered necessary, desirable Chartered Accountants, Ahmedabad (Registration or expedient for implementing this resolution and to resolve No.117365W) as the Statutory Auditor of the Company any question or doubt relating thereto and to give effect to to hold offi ce from the conclusion of this Annual General the resolution.” Meeting until the conclusion of the next Annual General 6. To consider and if thought fi t, to pass with or without Meeting and to fi x their remuneration. modifi cation(s), the following resolution as an Ordinary SPECIAL BUSINESS Resolution: 4. To consider and if thought fi t, to pass with or without “RESOLVED THAT pursuant to the provisions of Sections modifi cation(s), the following resolution as an Ordinary 149 and 152, read with Schedule IV and all other applicable Resolution: provisions of the Companies Act, 2013 (the ‘Act’) and the Companies (Appointment and Qualifi cation of Directors) “RESOLVED THAT pursuant to the provisions of Sections Rules, 2014 (including any statutory modifi cation(s) or 149 and 152, read with Schedule IV and all other applicable re-enactment(s) thereof for the time being in force) and provisions of the Companies Act, 2013 (the ‘Act’) and the Clause 49 of the Listing Agreement, Captain Bhupinder Companies (Appointment and Qualifi cation of Directors) Singh Kumar (DIN: 00284649), a non-executive independent Rules, 2014 (including any statutory modifi cation(s) or director of the Company, who has submitted a declaration re-enactment(s) thereof for the time being in force) and that he meets the criteria for independence as provided Clause 49 of the Listing Agreement, Mr. N. Srinivasan in Section 149(6) of the Act and who was appointed as a (DIN: 00004195), a non-executive independent director Director and in respect of whom the Company has received of the Company, who has submitted a declaration that he notice in writing in the prescribed manner under Section meets the criteria for independence as provided in Section 160 of the Act, from a member proposing his candidature 149(6) of the Act and who was appointed as a Director and for the offi ce of Director, be and is hereby appointed as an in respect of whom the Company has received notice in Independent Director on the Board for a consecutive period writing in the prescribed manner under Section 160 of the of 3 (Three) years, for a term up to the conclusion of the Act, from a member proposing his candidature for the offi ce Seventh Annual General Meeting of the Company in the of Director, be and is hereby appointed as an Independent calendar year 2017. Director on the Board for a consecutive period of 3 (Three) years, for a term up to the conclusion of the Seventh Annual RESOLVED FURTHER THAT the Board of Directors be and General Meeting of the Company in the calendar year 2017. is hereby authorised to do all such acts, deeds, matters and things as may be deemed/considered necessary, desirable RESOLVED FURTHER THAT the Board of Directors be and or expedient for implementing this resolution and to resolve is hereby authorised to do all such acts, deeds, matters and any question or doubt relating thereto and to give effect to things as may be deemed/considered necessary, desirable the resolution.” or expedient for implementing this resolution and to resolve any question or doubt relating thereto and to give effect to 7. To consider and if thought fi t, to pass with or without the resolution.” modifi cation(s), the following resolution as an Ordinary Resolution: 5. To consider and if thought fi t, to pass with or without modifi cation(s), the following resolution as an Ordinary “RESOLVED THAT pursuant to the provisions of Sections Resolution: 149 and 152, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the ‘Act’) and the “RESOLVED THAT pursuant to the provisions of Sections Companies (Appointment and Qualifi cation of Directors) 149 and 152, read with Schedule IV and all other applicable Rules, 2014 (including any statutory modifi cation(s) or provisions of the Companies Act, 2013 (the ‘Act’) and the re-enactment(s) thereof for the time being in force) and Companies (Appointment and Qualifi cation of Directors) Clause 49 of the Listing Agreement, Mr. Michael P. Pinto Rules, 2014 (including any statutory modifi cation(s) or (DIN: 00021565), a non-executive independent director 2 4 th ANNUAL REPORT 2013-2014 of the Company, who has submitted a declaration that he Captain Anoop Kumar Sharma (DIN: 03531392) as meets the criteria for independence as provided in Section the Wholetime Director designated as Chief Executive 149(6) of the Act and who was appointed as a Director and Offi cer (the Wholetime Key Managerial Personnel) of the in respect of whom the Company has received notice in Company for a period of 3 (Three) years commencing from writing in the prescribed manner under Section 160 of the May 23, 2014 on the terms and conditions including Act, from a member proposing his candidature for the offi ce remuneration as set out in the Explanatory Statement of Director, be and is hereby appointed as an Independent annexed to the Notice convening this meeting with liberty to Director on the Board for a consecutive period of 3 (Three) the Board of Directors (hereinafter referred to as, the Board, years, for a term up to the conclusion of the Seventh Annual which term shall be deemed to include the Nomination and General Meeting of the Company in the calendar year 2017. Remuneration Committee of the Board) to alter and vary the RESOLVED FURTHER THAT the Board of Directors be and terms and conditions of the said appointment, as may be is hereby authorised to do all such acts, deeds, matters and agreed to between the Board and Captain Anoop Kumar things as may be deemed/considered necessary, desirable Sharma.