Essar Shipping Ltd — Audit Report / Information 2021

Jun 25, 2021

Date: 24th June 2021

The Manager Listing Department BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001 Fax: +9122 2272 2082/3132 BSE Code: 533704

Essar Shipping Limited Essar House 11 K. K. Marg Mahalaxmi Mumbai - 400 034 India.

Corporate Identity Number: L61200GJ2010PLC060285

T +91 2266601100 F +91 2223544312 www.essar.com

The Manager Bandra Kurla Complex "Exchange Plaza" National Stock Exchange of India Limited Listing Department Bandra (E) Fax: +91 22 2659 8237/38 Mumbai - 400 051 NSE Code: ESSARSHPNG

The Manager Bandra Kurla Complex "Exchange Plaza" National Stock Exchange of India Limited Wholesale Debt Department Bandra (E) Fax: +91 22 2659 8237/38 Mumbai - 400 051 NSE Code: ESSARSHPNG

Dear Sir/Madam,

Sub: Annual Secretarial Compliance Report for the year ended March 31, 2021 as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 24A of the Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/ /27/2019 dated February 8,2019, please find enclosed the Annual Secretarial Compliance Report for the year ended on March 31, 2021.

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Yours Faithfully,

Encl-As above

MARTINIiO FERRAO &-' ASSOCIATES eompCUUfS~ os

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Level 3, Office # 301, Dhun Bui lding, 23/25 Janmabhoomi Marg, Fort, Mumbai - 400 001 Tel: + 91 2222024366 Email: mferraocs@yahoo.com Website: www.csmartinhoandassociates.com

Secretarial Compliance Report of Essar Shipping Limited for the year ended 31s1 March, 2021

We, Martinho Ferrao & Associates have examined:

• (a) all the documents and records made available to us and explanations provided by Essar Shipping Limited ("the listed entity"),
• (b) the filings! submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity,
• (d) any other document/ filing,. as may be relevant, which has been relied upon to make this certification,

for the financial year ended on 31st March, 2021 ("Review Period") in respect of compliance with the provisions of:

• (a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
• (b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR);
• (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST);
• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; Not applicable during the year under review
• (e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
• (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
• (g) Securities and Exchange Board of India(Issue and Listing of Non-Conv~Wf:~~ R d bl P f Sh) R I · 20 3 r ferr3!) &)!-,-:::. e eema e re erence ares egu ahons, 1; I;..~~~'.~_--- ---;;" <:'(;~ ''.I~~ ':"0. '-" n). 6'1;' ;~;) .. ' ," p, ~.~ :.o, S67B ⁱ ') . ^J '" i,

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and circulars/ guidelines issued thereunderi and based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder , except in respect of matters specified below:-

Sr. No	Compliance Requirement	Deviations	Observations/ Remarks
1.	As per Regulation 17(J) (c) of SEBl LOOR, w.e.f 1st April 2020, the Board of top 2000 listed entities shall comprise of not less than six Directors.	The Company had five directors from 21s/ May 2020to September 30111 OSth from 2020 and November 2020 to OSllI February 2021	The Company had five directors from 21 May 202() to 3()t11 st due SLl'tL-mber to 2()2() of Ramesh resignation Mr. Krishnan from and OSth November 2020 to OSth February 2021 due to demise of Prabhat Srivastava. Mr. The management explained that there was a reasonable delay in of compliance because restrictions Ilockdown due to Coivd-19 pandemic. The Company has proper Board composition as at year ended 31st March 2021

• (b) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records. Although a system maintaining the structured digital database as required under Regulation 3(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 is in place with the Company However, we feel that the Company should provide a better/improved system for same.
• (c) To the best of our knowledge and information provided by the Company there were no actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under th.e.4fQ!esaid .. ~ .... " Acts/ Regulations and circulars/ guidelines issued thereunder. ~F~~'~'3,ti!~" . ^{i Y}'" .. ' .. ::;)\~ ( ~~··l .' ,\,'.l:)~ ~d':'l )"Jl ]

jl:I, . ••• ,) • .,tl7iJ ~; ...... ' ; ~~:7 ;._- ". __ .. -:;-:-:.-:::::; :-/' ~'- '!:, :-; , .' '( ~;6 :.:1' ,,' "'\,:,.;'

(d) There were no observations in the report for previous year ended 31^st March 2020 hence no actions were required to be taken by the listed entity.

Limitations:

It is to be noted that due to the nationwide lockdown arising out of COVID-19 pandemic, report for the review period is issued by examining documents and records provided to us through electronic mode since physical verification was not possible.

Place: Mumbai Date: 24th June 2021