Annual Report: 2022-23

13TH ANNUAL REPORT FOR THE FINANCIAL YEAR 2022-23

BOARD OF DIRECTORS

Mr. R. Suresh

Independent Non- Executive Director

• Chairman (w.e.f. 29.09.2021)

Mr. R. Jayakumar

Independent Non- Executive Director (w.e.f. 29.09.2021)

Mr. Sunil Modak

Independent Non- Executive Director (w.e.f 08.09.2022)

Ms. Raji Chandrashekar Independent Non- Executive Director (w.e.f 08.09.2022)

Mr. Rajesh Desai Executive Director (w.e.f. 12.11.2021)

Ms. Raichel Mathew Non- Executive Director (w.e.f 08.09.2022)

Mr. N. Srinivasan Independent Director & Chairman (till 08.09.2022)

Captain Bhupinder Singh Kumar

Independent Non- Executive Director (till 08.09.2022)

Ms. Saraswathy Subramanian

Non- Executive Director

(till 08.09.2022)

Mr. Ranjit Singh

President and Chief Executive Officer (till 30.09.2022)

Mr. Ketan Shah

Chief Financial Officer (till 30.09.2022)

Mr. Vipin Jain

Chief Financial Officer (w.e.f. 01.10.2022)

Ms. Nisha Barnwal

Company Secretary (w.e.f 23.09.2021)

AUDITORS

C N K & Associates LLP.

Chartered Accountants

(Firm Registration No. 101961 W/W - 100036) Add: Mistry Bhavan, 3rd Floor, Dinshaw Vachha Road, Churchgate,

Mumbai- 400 020

SECRETARIAL AUDITOR

MARTINHO FERRAO & ASSOCIATES Dhun Building, Office # 301, 23/25, Janmab- hoomi Marg, Fort,

Mumbai- 400001

Telephone: [phone] Email: mferraocs@ yahoo.com

INTERNAL AUDITOR

DMKH & CO.

311, 3rd Floor, Pratik Mall, Near Swaminarayan Dham, Kudasan, Gandhinagar, Gujarat - 382421

DEBENTURE TRUSTEEE

IDBI Trusteeship Services Limited

Asian Building, Ground Floor,

1. R. Kamani Marg, Ballard Estate, Mumbai -

1. 001
   Phone: [phone] Fax: [phone]
   Email: [e-mail]

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: [e-mail]

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:[e-mail]

Contents

Notice to Members																		2
Director's Report																		19
Report on Corporate Governance														43
Auditor's Report on Standalone Financial Statements							57
Standalone Balance Sheet														65
Standalone Statement of Profit and Loss										66
Standalone Statement of Cash Flows										67
Standalone Statement of Changes in Equity							69
Notes forming part of the Standalone Financial Statements				71
Auditors' Report on Consolidated Financial Statements				110
Consolidated Balance Sheet							117
Consolidated Statement of Profit and Loss					118
Consolidated Statement of Cash Flows				119
Consolidated Statement of Changes in Equity				121
Notes forming part of the Consolidated Financial Statements		123

ESSAR SHIPPING LIMITED

NOTICE FOR ANNUAL GENERAL MEETING

Notice is hereby given that the Thirteenth Annual General Meeting (the Meeting) of the Members of Essar Shipping Limited (the Company) will be held on Friday, September 29, 2023 at

03.00 PM through video conferencing ("VC")/ Other Audio-Visual Means (OEAVM) in accordance with the applicable provisions of the Companies Act, 2013 read with MCA General Circular No. 20/2020, 14/2020, 17/2020, 20/2021, 03/2022 and 11/2022 dated May 5, 2020, April 8, 2020, April 13, 2020, December 8, 2021, May 5, 2022 and December 28, 2022 respectively, to transact following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Standalone
   Financial Statements of the Company for the financial year ended on March 31, 2023 together with the reports of the Board of Directors and Auditors thereon;
2. To receive, consider and adopt the Audited Consolidated
   Financial Statements of the Company for the financial year ended on March 31, 2023 together with the reports of Auditors thereon;
3. To appoint a Director in place of Ms. Raichel Mathew(DIN:
   09625593), who retires by rotation in terms of Section 152 of the Companies Act, 2013 and being eligible, offers herself for re-appointment.
   "RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the
   Companies Act, 2013, Ms. Raichel Mathew (DIN:
   09625593), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company."

SPECIAL BUSINESS:

4. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special

Resolution

"RESOLVED THAT in terms of the provisions of Section 42, 71 and all other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder, including any amendments, notifications, or re-enactment(s) if any, as may be applicable, (hereinafter the "Act"), other applicable laws, rules, circulars and regulations and in compliance with the Memorandum of Association and the Articles of Association of the Company, and subject to such other approvals, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed in granting of such approvals permissions and sanctions which may be agreed to by the Members of the Company, the consent of the members of the Company be and is hereby accorded to the board of directors of the Company (hereinafter referred to as the "Board" which term shall be deemed to include any committee which the Board may constitute to exercise its powers, including the powers conferred by this resolution) to making offer(s) or invitation(s) to subscribe to, issue and allot (by way of private placement) up to 4,00,00,000 1%

Non-Convertible Debentures ("NCDs") for an aggregate subscription amount of up to Rs. 4,00,00,00,000/- to M/s. Essar Steel Metal Trading Limited a company incorporated under the laws of India, with corporate registration number 046272 and having its Corporate office at Mumbai, Maharashtra on preferential basis by conversion of outstanding unsecured loan into NCDs in one or more tranches on private placement offer letter to be issued by the Company and debentures trust Deed to be executed in relation to the issue of debentures (Debentures Trust Deed) between the Company and Beacon Trusteeship Limited as the Debentures trustee (Debentures trustee) and on such terms as set out in the debentures trust deed and so such acts as may be required in this regard to give effect to this resolution.

RESOLVED FURTHER THAT the aforesaid resolutions shall come into effect immediately and any one Director be and are hereby authorized to issue a certified true copy of this resolution to the concerned authorities /parties as may be necessary and they be requested to rely upon the authority of the same.

RESOLVED FURTHER THAT, for the purpose of giving effect to the above, the Board be and is hereby authorized, in its entire discretion, to do all such acts, matters, deeds and things and to take all such steps and to do all such things and give all such directions, as the Board may consider necessary, expedient or desirable, including without limitation, effecting any modification to the foregoing (including any modifications to the terms of the issue), to prescribe the forms of application, allotment, to enter into any agreements or other instruments, and to take such actions or give such directions as may be necessary or desirable and to file applications and obtain any approvals, permissions, sanctions which may be necessary or desirable and to settle any questions or difficulties that may arise and appoint consultants, valuers, legal advisors, advisors and such other agencies as may be required for the preferential issue of the NCDs without being required to seek any further clarification, consent or approval of the shareholders of the Company and that the shareholders of the Company shall be deemed to have given their approval thereto expressly by the authority of this resolution.

RESOLVED FURTHER THAT all actions taken by the Board in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.

5. To consider and if thought fit, to pass with or without modifications the following resolution as an Ordinary

Resolution:

"RESOLVED THAT pursuant to the provisions of Section 177 and 188 of the Companies Act, 2013 ("the Act") and Regulation 23(4) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("LODR Regulations") (including any

2	Annual Report 2022-23

ESSAR SHIPPING LIMITED

statutory modification(s) or re-enactment thereof for the time being in force), the Company's Policy on "Materiality of Related Party Transactions and also on dealing with Related Party Transactions", subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary and subject to such conditions and modifications, as may be prescribed by any one of them while granting any such approvals, consents, permissions and/ or sanctions which may be agreed to by the Board of Directors of the Company, approval of the members of the Company be and is hereby accorded to the Audit Committee and the Board of Directors to authorize the management of the Company to enter into any and all material related party agreement(s) and/or transaction(s)and/or contract(s) (whether by way of an individual transaction or all transactions taken together), as may be appropriate, with the following Related Parties as defined under Section 2(76) of the Act and Regulation 2(1)(zb) of LODR Regulations inter-alia, to sell, purchase, transfer or receipt of products, goods, materials, services or other obligations, if any, on such terms and conditions as may be mutually agreed upon between the Company and any of the Related Party, for the amount in aggregate not exceeding as mentioned against the name of each of the following Related Party during the period mentioned against the name of each Related Party:

Sr.	Name of Related	Relationship	Nature of			Amount (Rs. In crores)
No.	Party	Transaction(s)
					From April 01, 2023	From 29th September 2023
				2023-2024	till the date of 13th	till the date of 14th Annual
				Annual General	General Meeting to be held
					Meeting	in calendar year 2024
1	OGD Services	Subsidiary	Income from	9.00	4.00	5.00
	Holdings Limited	Company	Management
			Services
2	Essar Investment	Associates	Income from	7.47	0.00	7.47
	Holdings Mauritius		Management
	Limited		Services
3	Futura Travels	Associates	Ticket & Visa	1.00	0.20	0.80
	Limited		charges
4	Drillxplore Private	Joint Venture	Investment in Joint	0.01	0.01	0.00
	Limited		Venture
5	Essar Shipping	Provident	Contribution	2.00	0.09	1.91
	Limited Employees	Fund Trust	of Provident
	Provident Fund		Fund amount of
			Employees
6	Equinox Reality	Associates	Sale of shares of	800.00	0.00	800.00
	Holdings Limited		Subsidiaries
7	IDH Drilling Holdco	Holding	Redemption of	1537.62	0.00	1537.62
	Limited	Company	FCCBs
8	Essar Shipping	Subsidiary	Receipt against	560.00	0.00	560.00
	DMCC	Company	receivables (Net)
9	Essar Steel Metal	Associate	Issue of Secured	400.00	0.00	400.00
	Trading Limited	Company	NCDs

RESOLVED FURTHER THAT consent of the Members of the Company be and is hereby accorded for ratification of the aforesaid related party transactions already entered into by Company, if any exceeding the threshold limits as specified in Rule 15(3) of

the Companies (Meetings of Board and its Powers) Rules, 2014 and which are material in nature in terms of Regulation 23 (1)

of LODR Regulation 2015.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution and matters connected therewith or incidental thereto

including settling all such issues, questions, difficulties or doubts whatsoever that may arise and to take all decisions from powers

herein conferred to, without being required to seek further consent/approval of the members of the Company."

6. SALE OF OVERSEAS DIRECT INVESTMENTS(ODI) AND REDEMPTION OF FOREIGN CURRENCY CONVERTIBLE BONDS(FCCBS):

1. Disinvestment in Overseas Subsidiary (Energy II Limited, Bermuda) under Section 180(1)(a) of the Companies Act,
   2013:
   To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution "RESOLVED THAT pursuant to the provisions of section 180(1)(a), and other applicable provisions if any, of the Companies

Annual Report 2022-23

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