5th Annual Report 2014-2015 ______________

VARUN RESOURCES LIMITED

Varun Resources Limited Board of Directors Auditors Mr.Yudhishthir D. Khatau Chairman & Managing Director Mr.S.A.Amudan Ms.Armin Pardiwala Mr.Prafull Modi Mr.Atul Chandra Varma Mr.Nikkhil Vaidya Chief Financial Officer Ms.Nidhi Gupta Company Secretary

Messrs. Sorab S. Engineer & Co. Chartered Accountants 902, Raheja Centre Free Press Journal Marg Nariman Point Mumbai – 400 021 Bankers/Lenders State Bank of India State Bank of Hyderabad State Bank of Bikaner and Jaipur ICICI Bank Limited Export Import Bank of India IL&FS Financial Services Limited Andhra Bank Vijaya Bank AXIS Bank Limited The Mauritius Commercial Bank Ltd Bank of India Indian Bank

Registered Office

Registrars & Transfer Agents

Laxmi Building 6, Shoorji Vallabhdas Marg Ballard Estate Mumbai – 400 001.

Datamatics Financial Services Limited Plot No.A-16 & A-17, Part-B Crossiane, MIDC, Andheri (East) Mumbai – 400 093.

Contents (1) Notice to the Shareholders (2) Ballot Form (3) Attendance Slip (4) Proxy Form (5) AGM Hall Route Map (6) Directors’ Report (7) Report of the Auditors (8) Balance Sheet (9) Statement of Profit and Loss Account (10) Notes to Financial Statements (11) Cashflow Statement.

CIN:U61200MH2010PLC208659 Tel. (91-22) 6635 0100 – 109 Fax. (91-22) 6635 0274/280 Website – www.varunresources.com E-mail - secretarial@vraunship.com

Notice is hereby given that the Fifth Annual General Meeting (the Meeting) of the members of Varun Resources Limited (the Company) will be held on Wednesday, 30th December, 2015 at 10:30 a.m. at Y.B.Chavan Centre, General Jagannath Bhonsle Marg, Sachivalaya, Mumbai - 400021,to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited financial statements of the Company for the

financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon.

2. To appoint a Director in place of Ms. Armin Pardiwala (DIN: 06710274), who retires by

rotation and being eligible offers herself for re-appointment. 3. To appoint a Director in place of Mr. Prafull Modi (DIN: 00294760) who retires by

rotation and being eligible offers himself for re-appointment. 4. To appoint Auditors and fix their remuneration and in this regard to consider and if

thought fit, to pass with or without modification(s) the following as an Ordinary Resolution: “RESOLVED THAT pursuant to section 139 and all other applicable provisions of the Companies Act, 2013 and and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s. Sorab S. Engineer & Co., Chartered Accountants, Mumbai (Registration No. 110417W) be and are hereby appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company at such remuneration as shall be fixed by the Board of Directors of the Company.”

SPECIAL BUSINESS 5. To appoint Mr. S.A. Amudan (DIN: 07029150) as a Director and in this regard, to

consider and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution:

“RESOLVED THAT Mr. S.A. Amudan (DIN: 07029150), who was appointed by the Board of Directors as an Additional Director of the Company with effect from February 1, 2015 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 (the “Act”) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

6. To appoint Mr. Atul Chandra Varma, Nominee Director of State Bank of India, as a Director on the Board of the Company and in this regard to consider, and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 161 and any other applicable provisions of the Companies Act, 2013 (the “Act”) and the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and Articles of Association of the Company, Mr. Atul Chandra Varma (DIN 03281839), a nominee of State Bank of India, who was appointed by the Board of Directors at their meeting held on 27th October, 2015, and in respect of whom the Company has received a notice in writing from a member under Section 160 of the Act proposing his candidature for the office of Director, be and is hereby appointed as a Director of the Company whose period of office shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

7. To appoint Ms. Armin Pardiwala (DIN 06710274) as an Independent Director and in this regard, to consider and if thought fit, to pass with or without modification(s) the following as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152, read with Schedule IV and all other applicable provisions of the Companies Act, 2013 (the ‘Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and if applicable, Clause 49 of the Listing Agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Ms. Armin Pardiwala (DIN: 06710274), a non-executive independent director of the Company, who has submitted a declaration that she meets the criteria for independence as provided in Section 149(6) of the Act and who was appointed as a Director and in respect of whom the Company has received notice in writing under Section 160 of the Act, from a member proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director on the Board for a consecutive period of 5 (Five) years, with effect from December 30, 2015, up to December 29, 2020.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed/considered necessary, desirable or expedient for implementing this resolution and to resolve any question or doubt relating thereto and to give effect to the resolution.”

8. To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 188 and all other applicable provisions, if any, of the Companies Act,2013 (“the Act”) and the Companies (Meetings of Board and its Powers) Rules, 2014 and the provisions of the listing agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Requirement), if applicable, including any amendment, variations, statutory modification(s) or re-enactment(s) to any of the foregoing and other applicable laws, rules, regulations, guidelines for the time being in

force and the provisions of the Articles of Association of the Company, consent/approval of the members of the Company be and is hereby accorded to the Audit Committee and/or the Board of Directors of the Company to authorize the management of the Company to enter into agreement(s) and/or contract(s) and/or arrangement(s), and/or transaction(s), as may be appropriate, in one or more series/occasions/tranches, with the following Related Parties as defined under Section 2(76) of the Act and rules made thereunder and the Listing Requirement, for sale, purchase, lease, transfer, dispose, avail, render, supply or receipt of goods, products, materials, properties, 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. No.

Name of Related Party

Nature of Transaction(s) Amount (In crores)

2014-15 2015-16* 2016-17* 1 Varun Global

Limited Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, securities and deposits; investments, interest income on inter-corporate deposits

1.04 50.00 100.00

2 Varun Asia Pte Ltd Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, guarantee, securities and deposits; investments.

868.12 900.00 950.00

3 VSC International Pte Ltd

Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, guarantee, securities and deposits; investments.

293.87 30.00 35.00

4 Varun Maritime Limited

Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, securities and deposits; investments.

0.06 15.00 25.00

5 Ocean Race Shipping Co Ltd

Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, securities and deposits; investments.

0.16 10.00 15.00

6 Sea Fidelity Shipping Co Ltd

Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, securities and deposits; investments.

39.87 10.00 15.00

7 Varun Cyprus Limited

Ship management, administration and vessel operating,; sale and purchase of vessels; providing of loans, securities and deposits; investments.

169.25 -- --

8. Varun Corporation Limited

Administration, travelling and ticket booking services, leasing of properties, availing/providing of loans, securities and deposits; investments.

75.86 100.00 125.00

* Estimated

RESOLVED FURTHER THAT consent of the members be and is hereby accorded for ratification of the aforesaid related party transactions already entered into by the Company exceeding the threshold limits as specified in Rule 15(3) of the Companies (Meeting of Board and its Powers) Rules, 2014 and which may be material in nature. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper and expedient to give effect to this resolution.”

By Order of the Board Sd/- S. A. Amudan Director Din 07029150 Mumbai December 5, 2015 Registered Office: Varun Resources Limited Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Opp. Tiger Gate, Mumbai 400 001 CIN: U61200MH2010PLC208659

Notes: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS

ENTITLED TO APPOINT ONE OR MORE PROXIES TO ATTEND AND VOTE ON HIS / HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. Pursuant to the provisions of Section 105 of the Companies Act, 2013 (‘the Act’), a person can act as a proxy on behalf of not more than fifty members and holding in aggregate not more than ten percent of the total Share Capital of the Company. Members holding more than ten percent of the total Share Capital of the Company may appoint a single person as proxy, who shall not act as a proxy for any other Member. The instrument of Proxy, in order to be effective, should be deposited at the Registered Office of the Company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A Proxy Form is annexed to this Report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

2. The business set out in the Notice will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to remote e-voting are given in this Notice under Note No. 14.

3. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company a certified true copy of the Board Resolution authorising their representative to attend and vote on their behalf at the Meeting.

4. In terms of Section 152 of the Companies Act, 2013, Mr. Prafull Modi (DIN 00294760), Directors, retires by rotation at the Meeting and being eligible, offer themselves for re-appointment. Mr. Prafull Dahyalal Modi is a graduate. He has over 40 years of experience in various businesses. He is serving as a director in Varun Maritime Ltd and Varun Resources Ltd. The Board of Directors of the Company commends his re-appointment. None of the Directors and Key Managerial Personnel of the Company (including relatives of directors or Key Managerial Personnel) other than the director himself/ is concerned or interested, financially or otherwise, in these resolutions.

5. A Statement pursuant to Section 102(1) of the Companies Act, 2013, relating to the Special Business to be transacted at the Meeting is annexed hereto.

6. Members are requested to bring their attendance slip along with their copy of Annual Report to the Meeting.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote.

8. Relevant documents referred to in the accompanying Notice and the Statement is open for inspection by the members at the Registered Office of the Company on all working days, except Saturdays, during business hours up to the date of the Meeting.

9. The Register of Members and Share Transfer Books of the Company shall remain close from Wednesday, 23rd December, 2015 to Wednesday, 30th December, 2015 (both days inclusive) for the purpose of Annual General Meeting.

10. Members are requested to notify the Registrars and Transfer Agents of the Company, Datamatics Financial Services Limited, Plot No. A-16 & A-17, Part B Crosslane, MIDC, Andheri (East), Mumbai – 400 093 at its Registered Office of any change in address quoting their Folio Number/s. In respect of shares held in electronic form, instructions regarding change in address be furnished to members’ Depository Participant only.

11. Members who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Annual Report, Notices, Circulars, etc.

12. Upon listing, the shares of the Company will be under compulsory Demat trading. Members holding shares in physical form are requested to convert their shares into

dematerialized form in their own interest and convenience purpose. Brief resume of Director including those proposed to be re-appointed, nature of their expertise in specific functional areas, names of companies in which they hold directorships and memberships/chairmanships of Board Committees, shareholding and relationships between directors are mentioned in this notice.

13. The members can attend the Meeting on 3 0 t h December, 2015, at 10:30 a.m. in person or through proxy to vote on the resolutions set forth in the Notice, if they are not able to exercise their votes through e-voting. The Scrutinizer shall submit the report for both physical and e-voting to the Board of Directors which shall be published on the website of the Company within 48 hours from the date conclusion of the AGM.

14. Voting through electronic means: Pursuant to Section 108 of the Act, read with the Companies (Management and Administration) Rules, 2014 and the relevant clause of the Listing Agreement, the Company is pleased to provide the facility to Members to exercise their right to vote by electronic means (e-voting) in respect of the resolutions contained in this Notice. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on 23rd December, 2015 (cut-off date) are entitled to vote on the Resolutions set forth in this Notice. Members who have acquired shares after the dispatch of the Annual Report and before the book closure may approach the Company for issuance of login details for exercising their right to vote by electronic means. The e-voting period will commence at 9.00 a.m. on 27th December 2015 and will end at 5.00 p.m. on 29th December, 2015. The Company has appointed M/s. M. Siroya & Company, Practicing Company Secretary, to act as the Scrutinizer for conducting the scrutiny of the votes cast. The Company is providing e-voting facility to its members to enable them to cast their votes electronically. The Company has entered into an arrangement with Central Depository Services (India) Limited (CDSL) for facilitating e-voting for AGM. Members are requested to carefully read the instructions for e-voting before casting their vote.

The instructions for shareholders voting electronically are as under: (i) The voting period begins on 9.00 a.m on 27th December 2015 and will end at 5.00 p.m. on

29th December, 2015 (IST). During this period shareholder of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd

December, 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

A. In case of members receiving e-mail: (ii) The shareholders should log on to the e-voting website www.evotingindia.com. (iii) Click on Shareholders. (iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID, b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company. (v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Mailing Sticker indicated in the Default PAN field as sequence number. Any person who becomes a member of the Company after dispatch of the Notice and holds shares of the Company as on the cut off date i.e. 23rd December, 2015 and whose PAN is not registered with the Company may obtain the sequence number detail by writing to the Company at secretarial@varunship.com or contact the Compliance Officer

Dividend Bank Details OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab. (ix) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Varun Resources Limited > on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If a Demat account holder has forgotten the changed password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are

required to log on to www.evotingindia.com and register themselves as Corporates. • A scanned copy of the Registration Form bearing the stamp and sign of the entity

should be emailed to helpdesk.evoting@cdslindia.com. • After receiving the login details a compliance user should be created using the

admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on.

• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk.evoting@ cdslindia.com.

B. In case of members receiving the physical copy: (a) Please follow all steps mentioned above to cast vote. (b) In case you have any queries or issues regarding e-voting, you may refer the Frequently

Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 Item No. 5 Mr. S.A. Amudan (DIN: 07029150) was appointed by the Board of Directors as an Additional Director of the Company with effect from February 1, 2015 and in terms of Section 161 of the Companies Act, 2013 (“Act”) holds office upto the date of this Annual General Meeting. The Company has received a notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr.S.A.Amudan for the office of Director of the Company. Mr. S A Amudan joined the Company as a Director on 1st February, 2015. Mr Amudan obtained his Bachelors of Science from the University of Madras in 1972. He is also a director of Varun Maritime Limited and Chief Executive Officer of Varun Global Limited. Mr. Amudan has an experience of over 35 years in Personnel, Administration, information technology systems, including information technology solutions like software development, procurement and integration and human resource development activities, including manpower planning, recruitment and training. He worked with Cable Corporation of India Ltd and erstwhile Varun Shipping Company Limited in the past. The Company has received an intimation from Mr. S. A.Amudan to the effect that he is not disqualified from being appointed as a Director in terms of Section 164(2) of the Companies Act and has given his consent to act as a Director of the Company. The Board is of the opinion that the appointment of Mr. S.A. Amudan would be in the best interest of the Company. The Board accordingly recommends the resolution at Item No. 5 of the accompanying notice for your approval.

Except Mr. S.A.Amudan to whom the resolution relates and his relatives (to the extent of their shareholding interest in the Company), none of the Directors and Key Managerial Personnel and their relatives is concerned or interested financially or otherwise, in the resolution set out at Item No. 5 of the Notice . Item No. 6 Mr. Atul Chandra Varma (DIN 03281839) was appointed as a Nominee Director of the Company with effect from 27th October, 2015, as per the nomination received from State Bank of India pursuant to the various facilities availed by the Company. The Company has received a notice in writing from a Member along with the deposit of requisite amount under Section 160 of the Act proposing the candidature of Mr. Atul Chandra Varma for the office of Director of the Company. Mr. Atul Chandra Varma, has 37 years of experience into the banking sector managing several prestigious positions. Mr. Varma joined State Bank of India as Probationary Officer, worked in various capacities in India and abroad and finally rose to the grade of Deputy Managing Director. Prior to retirement, he was the Managing Director of State Bank of Patiala. He is also a director of Sumedha Fiscal Services Ltd. Post retirement; he has also been working as advisor with ARCIL and Forbes Technosys Ltd. His banking acumen gives a new dimension to our professional expertise in serving the stakeholders. The Company has received an intimation from Mr. Atul Chandra Varma to the effect that he is not disqualified from being appointed as a Director in terms of Section 164(2) of the Companies Act and has given his consent to act as a Director of the Company. Except Mr. Atul Chandra Varma to whom the resolution relates and his relatives (to the extent of their shareholding interest in the Company), none of the Directors and Key Managerial Personnel and their relatives is concerned or interested financially or otherwise, in the resolution set out at Item No. 6 of the Notice . Item No. 7 As per Section 149 of the Companies Act, 2013 (‘the Act’) the Company is required to appoint Independent Director on the Board. Since the Company had already appointed Ms. Armin Pardiwala (DIN: 06710274) as Non-Executive Independent Director keeping in mind the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015/ listing agreement with the stock exchanges (Listing Requirement). The Board of Directors in their meeting held on 5th December, 2015 has recommended to reappoint her as Non-Executive Independent Director within the meaning of Sections 149 and 152 [including Section 149(10)] of the Act read with Schedule IV attached thereto and Rules made thereunder, for a term of 5 (Five) consecutive years with effect from the date of conclusion of this Annual General Meeting. The Company has received declaration from Ms. Armin Pardiwala that she meets the criteria of independence as prescribed under Section 149 (6) of the Act, and also under the Listing Requirement. She further confirmed she is not disqualified from being appointed as Director under Section 164 of the Act. The Board of Directors is of the opinion that Ms. Armin Pardiwala is person of integrity and possesses relevant expertise and experience and is eligible and fulfils the conditions specified by the Act, for the position of an independent director of the Company. Ms. Armin Pardiwala is a Non-executive Independent director was appointed as a director on Board of the company with effect from 29th April, 2014. She is also a director of other group companies namely Varun Global Limited and Varun Maritime Limited.

She is a commerce graduate from Mumbai University and also holds Bachelors of Law degree from Government Law College, Mumbai University. Ms. Pardiwala has over 15 years experience in corporate laws in India. Presently she is a partner at M/s. Crawford Bayley & Co. Her main areas of practice include merger and acquisition, capital markets and general corporate advisory. She has advised several MNCs like Matsushita Electric Works Ltd (Panasonic), Axiata Group Berhad (formerly known as Telekom Malaysia Berhad), Royal Dutch Shell Plc, Wisden UK, Qatar Telecom, Teva Pharmaceuticals for their India acquisitions and operations. She has been a legal advisor to the Government of India with regard to several major disinvestment transactions in the recent past. Ms. Armin Pardiwala does not hold any shares in the Company. A copy of draft letter of appointment of Ms. Armin Pardiwala as Non-Executive Independent Director setting out the terms and conditions is available for inspection by members at the Registered Office of the Company. The Company has received notice in writing from member, along with the deposit of requisite amount under Section 160 of the Act, proposing the candidature of Ms. Pardiwala for the office of Directors of the Company. This Statement may also be regarded as a disclosure under the Listing Requirement. The Board of Directors recommends the resolutions for your approval. The said independent director is not related to any of the Directors or Key Managerial Personnel (including relatives of Directors or Key Managerial Personnel) of the Company in terms of Section 2(77) of the Act. None of the Directors and Key Managerial Personnel of the Company (including relatives of directors or Key Managerial Personnel) other than the Non-Executive Independent Director herself, is concerned or interested, financially or otherwise, in these resolutions. Item No. 8 The Company is in the businesses of sea transportation, ship investment and other supporting activities of shipping. The Company currently owns, charters and operates a fleet of Liquefied Gas Carriers including Very Large Gas Carrier, Large Gas Carrier and Mid-Size Gas Carriers. The Company in the ordinary course of its business provides sea transportation and avail/provide other services/ transactions/ arrangements from / to Varun Global Limited, Varun Maritime Limited, Varun Asia Pte Ltd, VSC International Pte Ltd, Varun Cyprus Limited, Ocean Race Shipping Company Limited, Sea Fidelity Shipping Company Limited and Varun Corporation Limited (collectively referred to as the Group Companies). Group Companies are primarily engaged into shipping, investment in shipping companies, ship management and sea transportation activities. The fleet of the Company includes vessels owned by the Company as well as those taken/given it on lease. The Company is required to give/take vessels on hire to/from the Group Companies for its business purposes from time to time. The said Group Companies is Related Parties of the Company within the meaning of Section 2(76) of the Companies Act, 2013 and the provisions of the Listing Requirement. Current and future transactions with the said related parties are/will be deemed to be material in nature as defined in the Listing Requirement upon listing as they may exceed 10% of the annual consolidated turnover of the Company consequent on future business projections. Thus, in terms of Section 188 and all other applicable provisions, if any, of the Companies Act,2013 and the Companies (Meetings of Board and its Powers) Rules, 2014 where applicable and upon listing the provisions of the listing agreement / Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing

Requirement), including any amendment, variations, statutory modification(s) or re-enactment(s) to any of the foregoing and other applicable laws, rules, regulations, guidelines for the time being in force, these transactions may require the approval of the members by way of an ordinary resolution. The particulars of the contracts, arrangement and transactions with related parties which are of a foreseeable and repetitive nature are as under: Name of the Related Party(ies) Varun Global Limited, Varun Maritime Limited, Varun Asia Pte Ltd,

VSC International Pte Ltd, Varun Cyprus Limited, Ocean Race Shipping Company Limited, Sea Fidelity Shipping Company Limited and Varun Corporation Limited.

Name of Director(s) or KMP who is/are related

Mr Yudhishthir D Khatau being a director in Varun Global Limited, Varun Maritime Limited, Varun Asia Pte Ltd, Varun Cyprus Ltd, VSC International Pte Ltd and Varun Corporation Limited and also holds shares directly and indirectly in these companies Mr S A Amudan, being a director in Varun Maritime Limited, Varun Asia Pte Ltd, VSC International Pte Ltd Ms Armin Pardiwala, being a director in Varun Global Limited and Varun Maritime Limited

Nature of Relationship Associate and group companies Nature of contracts / arrangements /transactions

Ship management, administration, vessel operating, leasing and chartering services; sale and purchase of vessels; providing of loans, guarantees, securities and deposits; investments. The transactions which are currently in existence are also disclosed in the notes to the financial statements. Members are requested to refer the same.

Material terms of the contracts /arrangements / Transactions

Transactions, arrangements, contracts are in the ordinary course of business and to be determined on an arm’s length basis. . Further, transactions with related parties which are of a foreseeable and repetitive nature.

Monetary Value Amount mentioned in the resolution for corresponding period Are the transactions in the ordinary course of business

Yes

Are the transactions on an arm’s length basis Yes Whether the transactions would meet the arm’s length standard in the opinion of the Company’s Transfer Pricing Consultants

Yes

Whether the transactions have been/would be approved by the Audit Committee and the Board of Directors of the Company

Yes

Any other information relevant or important for the members to make a decision on the proposed transactions

The company holds forty nine percent shares in VSC International Pte Ltd, Ocean Race Shipping Company Ltd and Sea Fidelity Shipping Company Ltd. Varun Corporation Limited, Varun Global Limited and Varun Maritime Limited holds around fifty two percent, ten percent and around one and half percent equity shares in the Company.

The monetary value of the transactions proposed is estimated on the basis of the Company’s current transactions and future business. Further, transactions with related parties which are of a foreseeable and repetitive nature. The Board is of the opinion that the transactions referred in the resolution would be in the best interest of the Company. The transactions which are currently in existence are disclosed in the notes to the financial statements. Members are requested to refer the same. None of the Directors and Key Managerial Personnel of the Company (including relatives of directors or Key Managerial Personnel) other than the Directors and relatives mentioned above, is concerned or interested, financially or otherwise, in these resolutions.

The Board accordingly recommends the ordinary resolution at Item No. 8 of the accompanying notice for your approval. By Order of the Board Sd/- S. A. Amudan Director Din 07029150 Mumbai December 5, 2015

ROUTE MAP TO THE VENUE OF THE 5TH ANNUAL GENERAL METING TO BE HELD ON WEDNESDAY 30TH DECEMBER, 2015

VARUN RESOURCES LIMITED Regd. Office: Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai 400 001

Tel: 022-66350100-09, Fax No.022-66350274, Website : www.varunresources.com CIN: U61200MH2010PLC208659

Fifth Annual General Meeting – Wednesday, 30th December, 2015

BALLOT FORM

(to be returned to Scrutiniser appointed by the Company) Name(s) of the Member(s) : ………………………………………………………………………………… Address : ……………………………………………………………………………………………………. ………………………………………………………………………………………………………………. Folio No./DPID No. and Client ID* : ……………………………………………………………………… Number of Equity Share(s) held : …………………………………………………………………………... I/We hereby exercise my/our vote in respect of the following resolution(s) to be passed at the Fifth Annual General Meeting of the Company, to be held on Wednesday, 30th December 2015 at 10.30 a.m. at Y.B.Chavan Centre, General Jagannath Bhonsle Marg, Sachivalaya, Mumbai – 400021 in respect of businesses as stated in the Notice dated 5th December, 2015 by conveying my/our assent or dissent to the said resolution(s) by placing the “√” mark at the box against the respective matters: Item No.

Description No. of equity shares held

I/We assent to the resolution (FOR)

I/We dissent to the resolution (AGAINST)

1. To receive, consider and adopt the Audited financial statements of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon

2. Appointment of Director in place of Ms.Armin Pardiwala (DIN 06710274), who retires by rotation and being eligible offers herself for re-appointment

3. Appointment of Director in place of Mr. Prafull Modi (DIN 00294760), who retires by rotation and being eligible offers herself for re-appointment

4. Appointment of M/s.Sorab S. Engineer & Co, Chartered Accountants, as Auditors of the company.

5. Appointment of Mr.S.A.Amudan (DIN 07029150) as Director of the Company

6. Appointment of Mr. Atul Chandra Varma (DIN

03281839) as Director of the Company

7. Appointment of Ms.Armin Pardiwala (DIN: 06710274) as an Independent Director of the Company.

8. To approve the Related Party Transactions of the Company.

* Applicable for investors holding shares in Electronic Form Place : __________ Date : _________ December, 2015

________________________________ Signature of Member/Beneficial Owner

INSTRUCTIONS 1. A Member desiring to exercise vote by ballot form may complete this ballot form and send it to the

Scrutiniser, appointed by the Board of Directors of the Company, viz. Mr.Mukesh Siroya, Partner, M.Siroya & Company, Practicing Company Secretaries at -103, Samved Building (Madhukunj) Near Ekta Bhoomi Gardens, Rajendra Nagar, Borivali (E), Mumbai - 400 066.

2. In case of shares held by companies, trusts, societies, etc., the duly completed ballot form should be accompanied by a certified true copy of Board Resolution/Authority

3. Unsigned ballot forms will be rejected

4. A member need not cast all the votes in the same manner.

5. Duly completed ballot form should reach the Scrutiniser not later than 5.00 p.m. on Tuesday, 29th December, 2015.

6. The Scrutiniser’s decision on the validity of the ballot form will be final.

7. Please read the instructions relating to voting mentioned in the notice.

VARUN RESOURCES LIMITED Registered Office: Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai – 400001

CIN: U61200MH2010PLC208659

Attendance Slip Member’s Folio No. : _______________ and/or DP ID No./Client ID No.*__________________ Shares held _________________

5th Annual General Meeting Time : 10.30 a.m. Date : Wednesday, 30th December, 2015 Venue: Y.B.Chavan Centre, General Jagannath Bhonsle,Marg, Sachivalaya, Mumbai - 400021

Member : Proxy : I hereby record my presence at the 5th AGM of the Company

NOTE : 1. Admission restricted to Members/Proxy only. 2. Please avoid bringing children/non-members with you. * Applicable for investors holding share(s) in electronic form. 3. Please fill up all details.

Signature of Member/Proxy

------------------------------------------------------------------------------------------------------------

VARUN RESOURCES LIMITED Registered Office: Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai – 400001

E-mail: secretarial@varunship.com Website: www.varunresources.com CIN: U61200MH2010PLC208659 FORM MGT 11

Proxy Form [Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the

Companies (Management and Administration) Rules, 2014]

Name of the Member (s)

Registered Address

Email ID

Folio No. / DP ID & Client ID

I/We, being the Member(s), holding ____________ shares of the above named company, hereby appoint 1. Name ……………………………………. Address …………………………………………. ……………………………………………………………………………………………………….. Email ID ………………………………... Signature ………………………………………….

or failing him 2 Name ……………………………………. Address …………………………………………. ……………………………………………………………………………………………………….. Email ID ………………………………... Signature ………………………………………….

or failing him 3 Name ……………………………………. Address …………………………………………. ……………………………………………………………………………………………………….. Email ID ………………………………... Signature ………………………………………….

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 5th Annual General Meeting of the Company to be held on Wednesday, 30th December, 2015 at 10.30 a.m. at Y.B.Chavan Centre, General Jagannath Bhonsle Marg, Sachivalaya, Mumbai – 400021 and at any adjournment thereof in respect of such resolutions as are indicated below: Resolution

No. Resolution Type of

Resolution Optional*

For Against 1. To receive, consider and adopt the Audited financial

statements of the Company for the financial year ended March 31, 2015, the reports of the Board of Directors and Auditors thereon

Ordinary

2. Appointment of Director in place of Ms.Armin Pardiwala (DIN 06710274), who retires by rotation and being eligible offers herself for re-appointment

Ordinary

3. Appointment of Director in place of Mr. Prafull Modi (DIN 00294760), who retires by rotation and being eligible offers herself for re-appointment

Ordinary

4. Appointment of M/s.Sorab S. Engineer & Co, Chartered Accountants, as Auditors of the company.

Ordinary

5. Appointment of Mr. S.A.Amudan (DIN 07029150) as Director of the Company

Ordinary

6. Appointment of Mr. Atul Chandra Varma (DIN 03281839) as Director of the Company

Ordinary

7. Appointment of Ms .Armin Pardiwala (DIN: 06710274) as an Independent Director of the Company.

Ordinary

8. To approve the Related Party Transactions of the Company.

Ordinary

Signed this ______________ day of December, 2015 Signature of the Member : _________________________________ Signature of the Proxy Holder : _____________________________

Affix Re.1 Revenue Stamp

Notes: 1. * This is only optional. Please put “√” in the Box in the appropriate column against the respective

resolution. If you leave the “For” or “Against” column blank against any or all the resolutions, your Proxy will be entitled to vote in the manner as he/she thinks appropriate.

2. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the company, not less than 48 hours before the commencement of the Meeting,

DIRECTORS REPORT 2014-15 of VARUN RESOURCES LIMITED Your Directors have pleasure in presenting the Fifth Annual Report together with the Audited Statement of Accounts of your Company for the financial year ended March 31, 2015. The Company’s financial performance for the year ended March 31, 2015

(Figures in /Crores of Rupees) Particulars Year ended

31stMarch 2015

Year ended 31stMarch 2014

Turnover 66.69 152.43 Profit/(Loss)Before Tax (550.88) (427.10) Less: Provision of Taxation Current Tax 0.20 6.69

Deferred Tax - - Income Tax earlier years / Excess provision of Income-Tax for prior years written back

- 0.86

Profit/(Loss) For The Year/Profit After Tax (551.08) (434.65)

Add: Surplus/(Loss) brought forward from previous year (32.49) 402.15

Amount available for appropriation (583.57) (32.51) Review of operations Freight and charter hire income for the year ended 31st March, 2015 was Rs. 66.46 crores compared to Rs. 99.98 crores for the year ended 31st March, 2014. Loss before tax was Rs. 550.88 crores for the year under review as against a loss of Rs. 427.10 crores during the year ended 31st March, 2014. Net loss after tax was Rs. 551.08 crores or the year under review as against net loss of Rs. 434.65 crores during the year ended 31st March, 2014. The LPG carrier fleet presently owned and/or operated by the Company is the largest in India in terms of both fleet size and cargo carrying capacity. Demerger / Merger With a view to realign businesses and increase focus on individual growth strategies of each business, the erstwhile Varun Shipping Company Limited together with other companies had rearranged its businesses by segregating its traditional shipping business, ship management (technical and commercial management) and shipping investment business (presently confined to holding investment in group companies) into separate entities through a Composite Scheme of Arrangement and Amalgamation (the “Scheme”) under the provisions of the erstwhile Companies Act, 1956 for enhancement of business prospects and shareholder’s value. The Scheme was duly approved by the Hon’ble Bombay High Court and necessary order has been passed by the said Court. Subsequent to that your Company has filed the necessary application with BSE Limited and the National Stock Exchange of India Limited seeking listing of equity shares. . Long term viability plan through joint lenders forum The global crisis has adversely impacted the shipping industry. This has led to lower capacity utilization and has adversely affected the operations of your Company, erstwhile Varun Shipping

Company Limited and its group companies (Group). A combination of these factors has affected the liquidity and thereby facing problems in servicing the debt in timely manner. Keeping in mind the guidelines/notifications/ circulars issued by the RBI as may be amended from time to time, including the Guidelines on Joint Lenders Forum (JLF) and Corrective Action Plan (CAP) dated February 26, 2014, all as may be amended from time to time, the Group made a reference to Joint Lenders Forum (JLF) for restructuring of its existing facilities. At the request of the Group and in consideration of the Group and the Promoter’s commitment to improve the operations of the Group, majority of existing lenders have entered into a master joint lenders forum agreement dated September 05, 2014 to approve the restructuring package in terms of which the lenders have agreed to, inter alia, restructure and reschedule the outstanding amounts of existing facilities, sanction of additional term loan facility and additional non fund based working capital facility as mentioned in the joint lenders forum documents. As per the terms and conditions of joint lenders agreement, master restructuring agreement and as a part of joint lenders forum restructuring package (JLF Documents), the Promoter/ Promoter Group has committed to infuse funds upfront in the form of loan convertible into equity as promoters contribution. In order to give effect to the JLF Documents, all the parties concerned to the financial restructuring package, including your Company, have agreed the terms and accordingly the Promoter has granted an unsecured loan of Rs.75.86 crores as promoter’s contribution, which is convertible into equity shares of the Company, upon the terms and conditions set out in the JLF Documents. Dry Docking and operationalization of vessels We are pleased to report that the Company’s LPG carriers were dry docked at Dry Docks World, Dubai. The vessels underwent major repairs, modification, refurbishment and up gradation with 5 yearly special surveys and certification. All vessels are now dual classed either with IRS/Lloyds Register or IRS/DNV. These were done to conform to the exacting standards of our clients as also to meet International Standards. Subsequent to completion of the repairs and certification, the vessels were inspected by various Oil Majors and Terminals/Ports located at Arabian Gulf, Indian East Coast and Indian West Coast, and approved by them. These Inspections are a pre requisite for acceptance by Indian PSUs for chartering the vessels. A total of 6 LPG carriers have been successfully reactivated and are commercially trading. The 7th vessel will complete her repairs shortly and will be ready for trading by the end of this year. Two of the Company’s LPG carriers namely, Maharishi Bhardwaj and Maharshi Mahatreya are on time charters to HPCL and BPCL respectively. Four other vessels namely Maharshi Shubhatreya, Maharshi Vamadeva, Maharshi Bhavatreya and Maharshi Krishnatreya are on spot/voyage charters. During the year under review, the company has expensed out the dry docking expenses of Rs.133.16 crores in the profit and loss account instead of capitalizing the same in the asset block. Finance As part of the Scheme, the debts relating to the shipping business have been transferred to your Company, which has successfully restructured its debt through JLF mechanism formulated by the Reserve Bank of India. As per the JLF package approved by the consortium of lenders led by the State Bank of India, the banks had agreed to restructure the debts and extend additional funds through

the JLF for an amount of Rs.425 crores towards operationalisation of vessels. As part of JLF package, the Company gets a moratorium period of one year with halving of interest rates to six per cent. The repayment tenure will remain at eight years. Further, the promoter group has also infused additional capital by means of unsecured loan of Rs.75.86 crores as promoter’s contribution, which was converted into equity shares of the Company, as per the terms and conditions set out in the JLF Documents. Dividend In view of accumulated losses, your Directors are unable to recommend any dividend for the year under review. Amounts transferred to reserves, if any In view of accumulated losses, your Directors are unable to transfer any amount to the reserves for the year under review. Changes in share capital, if any During the year under review, the paid up share capital of the Company has been increased as under:-

- from 15,00,07,773 to 75,15,68,865, pursuant to allotment of 60,15,61,092 equity shares of Re. 1 each as per the Scheme.

- from 75,15,68,865 to 1,510,168,865pursuant to allotment of 75,86,00,000 equity shares of Re. 1 each pursuant to the conversion of loan into equity shares as per the corporate debt restructuring scheme under joint lenders forum route.

Particular of loan and investment Particular of investments made, loans given and guarantee and securities provided, if any, along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the financial statement (please refer Note No. 10, 15 and 23 respectively to the balance sheet). Details of subsidiary, joint venture and associate companies and statement containing the salient features of the subsidiary(s). As on March 31, 2015, your Company has no subsidiaries. A separate statement containing the salient features of the associate and joint venture companies as per requirement of section 129(3) of the Companies Act, 2013 is attached with this report as Annexure – A. Internal financial control The Company has in place adequate internal financial controls with reference to financial statements and for due compliance with various applicable laws, rules and regulations, accounting standards and regulatory guidelines. During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

Management Discussion and Analysis The Report on Management Discussion and Analysis is enclosed to this report. Certain statements in this section may be forward-looking. Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook. Particulars of contract and arrangement with related parties All related party transactions that were entered into during the year under review, were in the ordinary course of business and on an arm’s length basis. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted. The information on each of the transactions with the related party as per the Companies Act, 2013 is provided in notes forming part of the financial statement and hence not repeated. The disclosure required pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is annexed herewith as Annexure - B to this Report. All the related party transactions are approved by the Board of Directors. Change in nature of business, if any Varun Resources Limited was incorporated on October 6, 2010 under the Companies Act, 1956, as Royal Orchid Conreal Private Limited. The Company changed its name to Varun Resources Private Limited. A fresh Certificate of Incorporation consequent to the change of name was issued on May 29, 2012. The Company was later converted to public limited company as Varun Resources Limited. Consequent upon conversion into public limited company, a fresh Certificate of Incorporation was issued by the Registrar of Companies, Maharashtra on October 25, 2013. The Company is now engaged in the business of shipping i.e. owning, chartering and operation of ships at worldwide. There has been no change in the business of the Company during the financial year ended 31st March, 2015. Extract of Annual Return The extract of Annual Return, in form MGT -9, for the Financial Year 2014-15 has been enclosed with this report, as Annexure – C. Number of board meeting During the Financial Year 2014-15, 10 meetings of the Board of Directors of the Company were held on 29th April, 2014, 30th May, 2014, 15th September, 2014, 5th November, 2014, 12th November, 2014, 3rd December, 2014, 29th December, 2014, 08th January, 2015, 31st January, 2015 and 24th March, 2015. Public Deposits Your Company has not accepted any public deposits under section 73 of the Companies Act, 2013, during the Financial Year. Explanation to auditor’s remarks The Company holds, ordinary shares costing Rs.1882.43 lakhs in VSC International Pte Ltd, Singapore, preference shares costing Rs.11037.11lakhs in Varun Cyprus Ltd and preference shares

costing Rs.21,288.29 lakhs in Varun Asia Pte Ltd. Currently these associate companies are incurring losses and auditors of these companies have qualified in their respective audit report. The Board of Directors deliberated the auditors’ qualification remarks in details and noted the steps taken by these companies. The Board of Directors of the view that this will not have any material impact on investments in these companies. The temporary reduction in revenue is due to the lack of working capital and that has actually affected the operations of the vessels of these associate companies. Associate companies are taking required steps to fully operationalize their vessels which will in turn generate revenue in the longer run. Further, the Board of Directors of the view that the investments in these companies are long term investments and that diminution in the value of investment in these companies are temporary in nature. The Board is confident that these companies have the required potential to turnaround and generate revenues in the longer run. The members are requested to read together with the relevant note number 30, 31 and 32 to the accounts and accounting policies for further explanation and comments. Material changes affecting the financial position of the Company No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report. Risk management policy The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Corporate Social Responsibility (CSR) In view of the losses for last three years, the Company is under no obligation to set apart funds for Corporate Social Responsibility expenses as contemplated under Section 135 of the Companies Act, 2013 and accordingly no contribution was made during the year. As a socially responsible corporate citizen, the Company supports a wide spectrum of community initiatives through NGOs as well as programme for health, education and environment. The Corporate Social Responsibility Policy can be accessed on the website of the Company viz. www.varunresources.com. The annual report on CSR activities as required under Rule 9 of the Companies (Accounts) Rules, 2014 read with Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as Annexure – D. Vigil Mechanism The Company has in compliance with Section 177 of the Companies Act, 2013 has established Vigil Mechanism by adopting the, ‘Whistle Blower Policy’, for Directors and Employees. The Whistle Blower Policy provides for adequate safeguards against victimization of persons who use such mechanism and have provision for direct access to the Chairperson of the Audit Committee in appropriate cases. A copy of the Whistle Blower Policy is available on the website of the Company www.varunresources.com.

Managerial Remuneration: Mr. Yudhishthir D Khatau has been appointed as Chairman & Managing Director of the Company with effect from 1st April, 2015 for a period of 5 years. Mr. Khatau has been instrumental in the growth and development of the erstwhile Varun Shipping through its various stages of expansion and became a force to reckon with for LPG transportation. Appointment and Remuneration Policy for Directors and Senior Management The Board of Directors on recommendation of the Nomination & Remuneration Committee has adopted a policy for appointment of Directors, remuneration of Directors, Key Managerial Personnel and other employees. The brief details of the policy are provided in the Annexure-E to this report. Particulars of Employees Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure – F to this report. There are no employees drawing remuneration more than the limits prescribed under the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details of directors and key managerial personnel Mr. Sanjay Asher (DIN 000008221) has resigned from the directorship of the Company with effect from 1st April, 2015. The Board places on record its deep appreciation for the valuable guidance, contribution and support given by Mr. Sanjay Asher during his tenure of services with the Company. Mr. Prafull Modi (DIN 00294760) and Ms. Armin Pardiwala (DIN 06710274) retire by rotation and being eligible, offer themselves for re-appointment. Separate resolutions are being proposed for their respective re-appointments. Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S. A. Amudan, (DIN 07029150) (Non-independent) has been appointed as additional director of the Company with effect from 1st February, 2015 and he shall hold office upto the date of the ensuing Annual General Meeting. The Company has received requisite notice in writing from a member proposing Mr. S.A. Amudan for appointment as Director. Ms Armin Pardiwala, (DIN 06710274) Director, who was as an Independent Director liable to retire by rotation and retiring at the ensuing AGM as per the terms of her earlier appointment, is proposed now as an Independent Director not liable to retire by rotation for a period of 5 years. Your Board recommends the said appointment Mr. Atul Chandra Varma (DIN 03281839) has been appointed as Nominee Director of State Bank of India w.e.f. 27th October, 2015. The brief resume of the Directors being appointed/re-appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding etc., are provided in the Notes to the Notice of the ensuing Annual General Meeting. Your Directors recommend their appointment/re-

appointment at the ensuing Annual General Meeting. Mrs. Nidhi Gupta has been appointed as Company Secretary of the Company with effect from 19th August 2015. Mr. Nikkhil Vaidya has been appointed as Chief Financial Officer of the Company with effect from 27th October, 2015. The Company has received declarations from the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013. Conservation of energy, technology, absorption, foreign exchange earnings and outgo The Company is committed for continual environmental improvement. The Company has ensured that our vessel managers are taking several initiatives towards conservation of energy. The Company owned vessels are monitored for their carbon emissions as per IMO GHG Guidelines. Other opportunities to improve energy efficiency onboard the ships are also being explored. Due to the nature of the business (transportation), fuel and lubricants are necessary to deliver the services. Following are steps taken towards conservation of energy and use of alternate source of energy:

Best Management Practices for improving energy efficiency (SEEMP): The overall voyage efficiency is improved by following the methods mentioned below; FUEL EFFICIENT OPERATIONS

IMPROVED VOYAGE PLANNING WEATHER ROUTING

WNI Routing Procedure SPEED OPTIMIZATION & VIRTUAL ARRIVAL

Speed Optimization Virtual Arrival (Just in time) Speed Control Orders Performance Trials Voyage Performance Monitoring

OPTIMIZED SHIP HANDLING OPTIMIZED TRIM, DRAUGHT & BALLAST OPTIMIZED RUDDER AND HEADING CONTROL/AUTO-PILOT FUNCTION

HULL AND PROPELLER OPTIMIZATION MACHINERY /EQUIPMENT OPTIMIZATION & FUEL MANAGEMENT

Main and Aux. Engine Monitoring and Optimization Main Engine Cylinder Oil and Lubrication Control

Bunker Management and Fuel Quality Using Fuel Oil Additives

Load Optimization on Generators Boiler, Economizers and Steam systems Efficient Cargo Loading and Discharging

ACCOMODATION ENERGY OPTIMIZATION Air Condition and Refrigeration Lighting Working in Galley – optimum use of hot plates and other electrical equipment Optimum use of Ships Laundry Equipment

Alternate source of energy & Technology Absorption: Other measures to improve emergency efficiency on board are being explored and may include the following: • Computer software for the calculation of fuel consumption, for the establishment of an emissions ‘footprint’, to optimize operations, and the establishment of goals for improvement and tracking of progress. • Renewable energy sources, such as wind, solar (or photovoltaic) cell technology. • Use of shore power source for meeting ships power requirements while in port, where available, which though is generally aimed at improving air quality in the port area, may be more carbon efficient. • Wind assisted propulsion • Waste heat recovery systems to recover thermal heat losses from the exhaust gas for electricity generation or additional propulsion with shaft motor.

Total foreign exchange earned and saved including deemed earnings of the Company for the year under review was Rs. 30.32 crores and the foreign exchange used was Rs.101.25 crores Details of significant & material orders passed by the regulators or courts or tribunal No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future. Disclosures under sexual harassment of women at workplace (prevention, prohibition & redressal) Act, 2013 The Company is committed to provide a safe and conducive work environment to its employees. Your Directors further states that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Statutory Auditors You are requested to appoint Auditors of the Company and fix their remuneration. The retiring Auditors Messrs. Sorab S. Engineer & Co. being eligible, offer themselves for re-appointment and they have confirmed that they are eligible for having their appointment as Statutory Auditors at this Annual General Meeting. Directors’ Responsibility Statement The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that— a) in the preparation of the annual accounts for financial year ended 31st March, 2015, the applicable accounting standards have been followed and there is no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts for the financial year ended 31st March, 2015 on a going concern basis. e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. Acknowledgment Your Directors express their thanks to all the officers of the Ministry of Shipping, Directorate General of Shipping, Ministry of Petroleum and Natural Gas, Indian Navy, Indian Coast Guard, Mercantile Marine Department, Class, oil companies and charterers for the valuable help and co-operation extended by them to the Company. Your Directors also thank the joint lenders forum / banks for their continued and unstinted support to the Company. Your Directors also thank the shareholders, vendors and other business associates of the Company for their sustained confidence reposed in the Company and its management. Last but not the least, your Directors express their deep appreciation for the sincere and hard work put in by the floating as well as the shore based officers and staff of the Company.

On behalf of the Board of Directors

Yudhishthir D. Khatau DIN 00103650

Chairman and Managing Director

Mumbai, 5th December , 2015

MANAGEMENT DISCUSSION AND ANALYSIS (a) Industry structure and developments Maritime transport is essential to the world’s economy as over 90% of the world’s trade is carried by sea and it is, by far, the most cost-effective way to move en masse goods and raw materials around the world. Transportation by sea is the leading and also most preferred mode of transportation the world over. The international shipping industry transports hydrocarbons and bulk commodities in wet bulk, dry bulk, liquefied gas, bulk chemicals and container sectors. Further, specialized vessels are also used to carry passengers, automobiles and project cargoes the world over. In addition thereto, offshore support vessels are used to provide services to offshore oil and gas exploration and production industry. According to Platou Report 2015, the outlook for 2015 is eerily familiar to that of 2014, 2013, etc., with the opinion being that growth has been held back by legacies of the financial crisis, but should pick up next year. Global shipping is entering a new period of fragmentation in which new trends in commodity demand and production are reshaping trade lanes. Order book levels have also become much more differentiated, as access to financing has become increasingly selective. According to Platou Report 2015, the seaborne trade for the two commodities LPG and Ammonia developed in the opposite direction during 2014. Record high rates for the larger LPG carriers were seen during 2014. Driven by a massive expansion of exports from the USA and healthy Middle East exports – and despite a contraction in the ammonia seaborne trade – it is estimated that total shipping demand for LPG and ammonia climbed by 16 per cent during 2014. Combined with 6 per cent fleet growth, the utilization rate ascended by 10 percentage points and reached an all time high of 99 per cent. This resulted in a two fold increase in average spot earnings for VLGCs at $ 68,000 per day. The hike in spot rates were less pronounced for the smaller ships, a midsize LPG carrier earned on average 17 per cent more in 2014, at $ 32,000 per day. LPG carriers are classified according to their sizes as Very Large Gas Carriers (VLCC), Large Gas Carriers (LGC) and Mid-Size Gas Carriers (MGC). According to Platou Report 2015, during 2014, it is registered that 21 new LPG carriers delivered from the shipyards, with a combined capacity of 105 million cbm. Meanwhile, six small vessels, equal to 09.09 million cbm, were removed. Record high ordering activity resulted in 9 new contracts placed during 2014, as the order book ended the year at 99 million cbm, representing 52 per cent of the existing fleet. The average fleet growth in 2014 for fully and semi-refrigerated ships larger than 10,000 cbm was 6 per cent year-on-year. A 6 per cent fleet growth compared to a 16 per cent growth in shipping demand lifted the utilization rate in 2014 by 10 per cent to 99 per cent. This impacted upon average spot earnings for VLGCs which saw a two-fold increase to an average of $ 68,000 per day. According to International Monetary Fund (IMF) report of July 2015, Global growth is projected at 3.3 percent in 2015, marginally lower than in 2014, with a gradual pickup in advanced economies and a slowdown in emerging market and developing economies. In 2016, growth is expected to strengthen to 3.8 percent. Accordingly to IMF report, oil prices have rebounded more than expected in the second quarter of 2015, reflecting higher demand and expectations that oil production growth in the United States will slow faster than previously forecast. Nevertheless, the average annual oil price expected for 2015, US$59 a barrel, is in line with the oil price assumption in the April 2015 World

Economic Outlook, with a somewhat smaller increase forecast for 2016 and beyond, as global oil supply is running well above 2014 levels and global oil inventories are still rising. (b) Opportunities and Threats Indian flag ships have a “Right of First Refusal” for any cargo of Indian Public Sector Undertakings which are imported into India. This enables Indian companies to ensure better utilisation of its vessels in Indian trade. As per Energy Information Administration (EIA), in 2014, coal accounted for 56.47 per cent of total primary energy demand. The energy demand in the Asia-Pacific region is expected to reach 5,627 Mtoe by 2020 and 6,861 Mtoe by 2035. India’s energy demand is projected to double to 48.7 quadrillion btu by 2035 nbsp; According to International Energy Agency (IEA), over the next few years, dependence on gas, hydro power and nuclear power is expected to increase relative to oil and coal. In coming decades, a major portion of consumption dependability of energy mix is expected to shift from coal and petroleum to other resources like natural gas, solid biomass & waste and nuclear & other renewable sources. In 2014, India was the fourth-largest energy consumer in the world with oil and gas accounting for 37 per cent of its total energy consumption. Annual consumption stood at 3.85 million barrels per day (MBPD) of oil and 50.6 billion cubic meters (bcm) of Liquefied Natural Gas (LNG). By FY 2016, India’s energy consumption is estimated to reach 4.0 MBPD of oil and 119.05 bcm of LNG. There is a tremendous growth prospect for LPG consumption/demand in India in future and total LPG demand is expected to grow further due to rise in population, economic growth and increased industrialization and usage of gas. India is the 5th largest consumer of LPG in the world after USA, China, Saudi Arabia and Japan. However, with almost 90% of its LPG consumption in the domestic sector, India is the third largest consumer of domestic LPG after USA and China, but Indian LPG consumption per capita is very low compared to other countries. The strongest growth markets in LPG are located in Asia and the Middle East. Asia is already the larges LPG consuming region and demand will continue to expand in the region. The freight rates are mainly determined by the fine balance between future demand and supply of vessels and therefore may get adversely affected in case of mismatch between demand and supply of vessels over a period of time. The Indian shipping industry continues to be burdened with several taxes such as service tax and withholding tax on interest which prevent healthy growth and development of shipping industry. In order to be globally competitive, it is essential that taxes are rationalised to ensure that Indian shipping companies are able to achieve a level playing field in the international arena. Also, shortage of skilled and quality manpower due to continuous drifting of qualified seafarers to foreign shipping companies on account of peculiar tax provisions continues to be an area of grave concern for Indian shipping companies.

(c) Segment–wise or product-wise performance The Company is primarily engaged in the business of shipping and hence there are no separate reportable segments. The Company together with its associates, owns and/or operates a fleet of nine LPG carriers, including seven mid-size Gas Carriers (MGC’s), one Large Gas Carrier (LGC) and one Very Large Gas Carriers (VLGC’s), which have been deployed on a mix of time charters and spot charters with charterers such as Indian Oil Corporation Limited, Hindustan Petroleum Corporation Limited, Bharat Petroleum Corporation Limited. (d) Outlook According to the International Monetary Fund (IMF) and the Moody’s Investors Service have forecasted that India will witness a gross domestic product (GDP) growth rate of 7.5 per cent in 2016-17, due to economic activity will continue to strengthen on the back of a gradual implementation of reforms that foster domestic and foreign investment, consumption growth will continue to be supported by large income gains as inflation has fallen to relatively low levels by the country’s past standards and favourable demographics, improved investor confidence, lower food prices and better policy reforms. Besides, according to mid-year update of United Nations World Economic Situation and Prospects, India is expected to grow at around 7.6 per cent in 2015 and at 7.7 per cent in 2016. As per the latest Global Economic Prospects (GEP) report by World Bank, India is leading The World Bank’s growth chart for major economies. Initiatives such as ‘Make in India’ are expected to increase the purchasing power of an average Indian consumer, which would further boost demand, and hence spur development, in addition to benefiting investors. According to Platou Report 2015, for the coming year, it is expected that seaborne trade to increase by 4 per cent. LPG trade is projected to grow by 5 per cent, again driven by exports from the USA. The average transport distance for LPG will increase by 5 per cent, as more US exports are shipped to Europe and Asia. The total transport distance should increase by 4 to 5 per cent and overall shipping demand is forecast to grow by 9 per cent in 2015. (e) Risks and concerns Shipping industry being global in nature is prone to several risks and uncertainties including international competition, state of global economy, marine mishaps and accidents, force majeure such as tsunami, floods, earthquakes, volcanic eruptions, etc., amendments in Government policies, rules and regulations, new regulatory compliances, port state control, increase in financial costs, exchange rate fluctuations, changes in tax laws, acts of terrorism, wars, piracy, arrest of vessel by maritime claimants, shortage of qualified seafarers, global recession etc. Incidences of attack by pirates are still continuing. However, international forces including India are taking maximum measures to monitor and protect shipping companies. The Company endeavours to counteract these risks by adopting certain measures like hedging its freight rates through long-term time charter contracts, complying with international ship management practices, and also insuring its vessels against various maritime risks with hull and machinery

underwriters and Protection and Indemnity Clubs. The companies are also adopting “Best Management Practices” to counter piracy risks. The Board of Directors periodically reviews and assesses the adequacy of risk assessment and minimisation procedures so that various risks can be assessed and minimized through well defined framework/procedures. (f) Internal control systems and their adequacy. The Company has proper and effective internal control systems commensurate with its size of operations in order to ensure that all systems and procedures are functioning satisfactorily. Internal audit function is carried out by the Chief Internal Auditor on a regular basis. The Audit Committee of the Board of Directors regularly reviews the effectiveness and adequacy of the internal control systems to monitor due and proper implementation thereof and for due compliance with various applicable laws, rules and regulations, accounting standards and regulatory guidelines. (g) Discussion on financial performance with respect to operational performance The details of the financial performance of the Company have already been dealt with in the earlier part of the report. (h) Material developments in Human Resources / Industrial Relations front, including number of people employed. The Company is primarily engaged in the business of shipping i.e. owning, chartering and operation of ships at worldwide. Pursuant to the Scheme becoming effective, all the employees of erstwhile Varun Shipping Company Limited have become the employees of Varun Global Limited, whose primary business is ship management (technical, administration and commercial management) and shipping investment business. Therefore, Varun Global Limited is providing the ship management services to your Company. The relations between the employees and the Company remained cordial throughout the year. Further, Fleet Management Inc, which is one of the leading crew management companies, is providing crew management services to your Company for efficient support and guidance on a continuous basis, which helps to maintain effective performance and operational efficiency at all times. The Company continues to focus on safety and training and development of the employees.

On behalf of the Board of Directors

Yudhishthir D. Khatau DIN 00103650

Chairman and Managing Director

Mumbai, 5th December , 2015

ANNEXURE - A PART-B

Statement Pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/ Joint Venture

VSC International Pte Ltd

Ocean Race Shipping Co. Ltd

Sea Fidelity Shipping Co. Ltd

1. Latest audited Balance Sheet Date

31-Mar-12 31-Mar-13 31-Mar-13

2. Shares of Associate/Joint Ventures held by the company at year end no.

5,561,208 490 490

Amount of Investment in Associates/Joint Venture (US$)*

39,20,000 667 674

Extent of Holding 49% 49% 49% 3. Description of how there is significant influence

Please see note (a)

Please see note (a )

Please see note (a)

4. Reason why associate/ joint venture is not consolidated

Audited accounts not available

Audited accounts not available

Audited accounts not available

5. Networth attributable to shareholding as per latest audited Balance sheet (US$)

30,758,217 (1,335,071) 4,823,948

6. Profit / Loss for the year(US$)

9,244,193 (2,562,581) (2,655,514)

i. Considered in consolidation - - - ii. Not considered in consolidation

Yes Yes Yes

* 1USD= Rs. 62.64 as on 31.03.2015 Note

(a) Significant influence due to % of shareholding. (b) Part A of the Annexure is not applicable as there are no subsidiaries of the Company as on

31st March, 2015.

On behalf of the Board of Directors

Yudhishthir D. Khatau DIN 00103650

Mumbai, 5th December, 2015 Chairman and Managing Director

ANNEXURE - B Form No. AOC – 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contacts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto. 1. Details of contacts or arrangements or transactions not at arm’s length basis:

Sr.no.

Name(s) of the related party and nature of relationship

Nature of contracts/ arrangements / transactions

Duration of the contracts/ arrangements/ transactions

Salient features of the contracts or arrangements or transactions including the value, if any

Justification for entering into such contracts or arrangements or transactions

Date(s) of approval by the Board

Amount paid as advances, if any

Date on which the special resolution was passed in general meeting as required under first proviso to section 188

NIL 2. Details of material contracts or arrangement or transactions at arm’s length basis:

Sr. No.

Name(s) of the related

party

Nature of relationshi

p

Nature of contracts/

arrangements/ transactions

Duration of the contracts/

arrangements / transactions

Salient terms of the contracts or arrangements or transactions including the value, if any

(Rs. In crore)

Date(s) of approval by the

Board, if any

Amount paid as

advances, if any

(Rs. In crore)

1 VSC International Pte Ltd

Associate Company

Investment in equity shares

Continuing Investment in equity for Rs. 1882.43 lakhs

- -

Advance recoverable

April 14- march 15

Advance to be recovered for Rs. 106.12 lakhs

- -

Sale of vessel One Time Sale consideration for Rs 9834.48 lakhs

- -

Finance lease payable as per BBCD

One Time Finance lease payable as per BBCD for Rs 2455.64 lakhs

- -

Corporate Guarantee given

5 years Corporate guarantee given to Banks for loan raised by VSC International Pte Ltd for Rs. 15,015.00 lakhs

- -

Vessel Operating

April 14- march 15

Vessel Operating

- -

expenses expenses amounting to Rs. 93.57 lakhs

2 Varun Asia Pte Ltd

Associate Company

Investment in preference shares

Continuing Investment in preference shares for Rs. 21,288.29 lakhs

- -

Loan recoverable

April 14- march 15

Loan to be recovered for Rs. 5,534.10 lakhs

- -

Sale of vessel & Management fees

One Time Sale consideration for Rs 17,635.67 lakhs

- -

Interest accrued on BBCD & unsecured loan

One Time Interest accrued on BBCD & unsecured loan for Rs. 28454.18 lakhs

Vessel Operating expenses

April 14- march 15

Vessel Operating expenses amounting to Rs. 13899.86 lakhs

- -

3 Varun Cyprus Limited

Promoter/ Associate Company

Investment in preference shares

Continuing Investment in preference shares for Rs. 11037.11 lakhs

- -

Sale of vessel & Management fees

One Time Sale consideration for Rs 1222.01 lakhs

- -

Interest accrued on BBCD & unsecured loan

One Time Interest accrued on BBCD & unsecured loan for Rs. 480.39 lakhs

Vessel Operating expenses

April 14- march 15

Vessel Operating expenses amounting to Rs. 4185.77 lakhs

- -

4 Ocean Race Shipping Company Limited

Associate Company

Investment in equity shares

Continuing Investment in equity shares for Rs. 29,000

- -

Freight Hire charges received

One Time Freight Hire charges received on their behalf for Rs. 16.02 lakhs

5 Sea Fidelity Shipping company Limited

Associate Company

Investment in equity shares

Continuing Investment in equity shares for Rs. 31,000

- -

Purchase consideration payable

One Time Purchase consideration payable for Rs 2944.08 lakhs

- -

Interest accrued on balance purchase price consideration

One Time Interest accrued on balance purchase price consideration for Rs. 694.75 lakhs

Freight Hire charges received

One Time Freight Hire charges received on their behalf for Rs. 348.16 lakhs

6 Varun Corporation Limited

Inter Corporate Deposit availed

April 14- march 15

Inter corporate deposit availed for Rs. 7586.00 lakhs

7 Varun Global Limited

Inter Corporate Deposit availed

April 14- march 15

Inter corporate deposit availed for Rs. 100 lakhs

Vessel Operating expenses

April 14- march 15

Vessel Operating expenses amounting to Rs. 3.75 lakhs

- -

8 Varun Maritime Limited

Promoter Group Company

Vessel Operating expenses

April 14- march 15

Vessel Operating expenses amounting to Rs. 57,000

- -

On behalf of the Board of Directors

Yudhishthir D. Khatau DIN 00103650

Chairman and Managing Director Mumbai, 5th December, 2015

ANNEXURE -C

FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

CIN U61200NH2010PLC208659

1. Registration Date 6th October, 2010 2. Name of the Company Varun Resources Limited 3. Category/Sub-category

of the Company Public Company Limited by Shares

4. Address of the Registered office & contact details

Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai – 400001

5. Whether listed company At present Company is not listed. The Company has submitted the application to the stock exchanges seeking listing of shares.

6. Name, Address & contact details of the Registrar & Transfer Agent, if any.

Datamatics Financial Services Ltd. Plot No. B-5, part B, Cross Lane, MIDC, Andheri East, Mumbai – 400 093 Tel: 022 – 667712151-2156 Fax: 022 - 667712221 E-mail:vsinvestors@dfssl.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities

contributing 10 % or more of the total turnover of the company shall be stated)

S. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Shipping 61100 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sl. No. Name and Address of the Company

CIN / GLN Holding / Subsidiary/ Associate

% of shares held

Applicable Section

1 VSC International Pte Ltd 600 North Bridge Road # 05-01 Parkview Square, Singapore 188778

Foreign Company Associate 49% 2(6)

2 Ocean Race Shipping Co. Ltd Arch. Makariou III, 284, Fortuna Court, Block B, 2nd Floor, P.C. 3105, Limassol, Cyprus

Foreign Company Associate 49% 2(6)

3 Sea Fidelity Shipping Co. Ltd Arch. Makariou III, 284, Fortuna Court, Block B, 2nd Floor, P.C. 3105, Limassol, Cyprus

Foreign Company Associate 49% 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total

Equity) (i) Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year No. of shares hold at the end of the year

Demat Physical Total % of total shares

Demat Physical Total % of total shares

% change during the year

A. Promoters 1. Indian a. Individuals/ Hindu Undivided Family

- - - - - - - - -

b. Central Government

- - - - - - - - -

c. State Government(s)

- - - - - - - - -

d. Bodies Corporate

- 150007773 150007773 100 - 150007773 150007773 100 -

e. Financial Institutions/ Banks

- - - - - - - - -

f. Any Other (specify)

- - - - - - - - -

Sub Total (A)(1) - 150007773 150007773 100 - 150007773 150007773 100 - 2. Foreign a. NRIs-Individuals

- - - - - - - - -

b. Other-Individuals

- - - - - - - - -

c. Bodies Corporate

- - - - - - - - -

d. Banks/ Financial Institutions

- - - - - - - - -

e. Any Other (specify)

- - - - - - - - -

Sub Total (A)(2) - - - - - - - - - Total Shareholding of Promoter (A)=(A)(1) +

- 150007773 150007773 100 - 150007773 150007773 100 -

(A)(2) B. Public Shareholding

1. Institutions a. Mutual Funds/UTI

- - - - - - - - -

b. Banks/ Financial Institutions

- - - - - - - - -

c. Central Government

- - - - - - - - -

d. State Government

- - - - - - - - -

e. Venture Capital Funds

- - - - - - - - -

f. Insurance Companies

- - - - - - - - -

g. FIIs - - - - - - - - - h. Foreign Venture Capital Investors

- - - - - - - - -

i. Any Other (specify)

- - - - - - - - -

Sub Total (B)(1) - - - - - - - - - 1.Non- Institutions a. Bodies Corporate

i. Indian - - - - - - - - - ii. Overseas - - - - - - - - - b. Individual i. Individual shareholders holding nominal share capital upto Rs.1 lakh

- - - - - - - - -

ii. Individual shareholders holding nominal share capital upto Rs.1 lakh

- - - - - - - - -

c. Others - - - - - - - - - Sub Total (B)(2) - - - - - - - - - Sub Total (B) (2) - - - - - - - - - Total public shareholding (B)=(B)(1)+ (B)(2)

- - - - - - - - -

Total (A)+(B) - 150007773 150007773 100 - 150007773 150007773 100 - C. Shares held by custodians for GDR and ADR

- - - - - - - - -

Grand Total (A)+ (B)+ (C)

- 150007773 150007773 100 - 150007773 150007773 100 -

ii) Shareholding of Promoters-

Shareholding at the beginning of the year

Shareholding at the end of the year SN

Shareholder’s Name

No. of Shares

% of total Shares of

the company

%of Shares

Pledged / encumbered to total

shares

No. of Shares % of total

Shares of the

company

%of Shares Pledge

d / encumbered

to total

shares

% chang

e in shareholding during

the year

1 Varun Shipping Company Limited

150007773 100 - 150007773 100

-

-

iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholding at the

beginning of the year(As on March 31,

2014)

Date wise Increase /

Decrease in Promoters

Shareholding during the

year

Reasons for

increase / decrease

(e.g. allotment /transfer /

bonus/ sweat equity etc.):

Shareholding at the end of the year (as on

March 31, 2015)

Cumulative Shareholding

during the year

Sr No

Partic- ulars

No. of shares

% of total

shares of the

company

No. of shares

% of total

shares of the compa

ny

No. of shares

% of total

shares of the compa

ny 1 Varun

Shipping Company Limited

150007773 100 Nil - 150007773 100 150007773

100

iv) Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning

of the year(1-04-2014)/end of the year (31-03-2015)

Date wise Increase/ Decrease

in Shareholding during

the year

Reasons for

increase/ decrease (

e.g. allotment/ transfer/ bonus/ sweat

equity etc)

Cumulative Shareholding

during the Year

SN For Each of the Top 10

Shareholders

No. of shares as on

April 01, 2014

% of total

shares of the

company as on

April 01, 2014

No. of Shares as on

March 31, 2015

% of total

shares of the

company, as on March

31, 2015

No. of shares

% of total

shares of the compa

ny

Nil

v) Shareholding of Directors and Key Managerial Personnel: None of the Directors and/or Key Managerial Personnel holds any share of the Company at the beginning, during or at the end of the year under review. V. INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but

not due for payment. (Amount in crore)

Secured Loans

excluding deposits

Unsecured Loans Deposits Total Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 99.38 77.16 - 99.38 ii) Interest due but not paid 74.75 17.19 - 74.75 iii) Interest accrued but not due - - - - Total (i+ii+iii) 174.12 94.35 - 174.12 Change in Indebtedness during the financial year

- Addition - 20.62 - - - Exchange difference - - - - - Reduction 66.88 7.46 - 66.88

Net Change 66.88 13.16 - 66.88 Indebtedness at the end of the financial year

i) Principal Amount 50.38 90.87 - 50.38 ii) Interest due but not paid 56.86 16.64 - 56.86 iii) Interest accrued but not due - Total (i+ii+iii) 107.24 107.51 - 107.24 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

SN. Particulars of Remuneration

Name of MD/WTD/ Manager

Total Amount

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

NIL

1

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2 Stock Option 3 Sweat Equity 4 Commission

- as % of profit - others, specify…

5 Others, please - - - Total (A) Ceiling as per the

Act In view of loss/inadequate profit, managerial remuneration is paid/ payable as per the Central Government approvals received.

B. Remuneration to Other Directors: NIL

SN. Particulars of

Remuneration Name of Directors Total

Amount

Independent Directors

Fee for attending board committee meetings

Commission Others, please specify

1

Total (1) Other Non-Executive Directors

Fee for attending board committee meetings

- - - - - - - -

Commission - - - - - - - -

2

Others, please specify

- - - - - - - -

Total (2) - - - - - - - - Total (B)=(1+2) -

Total Managerial Remuneration

- - - - - - - -

Overall Ceiling as per the Act

Only Sitting Fee is paid to Independent Directors.

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL

SN Particulars of Remuneration Key Managerial Personnel

Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

1

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

2 Stock Option 3 Sweat Equity 4 Commission

- as % of profit others, specify…

5 Others, please specify Total

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: There were no penalties/ punishment / compounding of offences imposed on the Company or any of the Directors or officers of the Company in the year under review.

On behalf of the Board of Directors

Yudhishthir D. Khatau DIN 00103650

Chairman and Managing Director

Mumbai, 5th December, 2015

ANNEXURE – D 1. A brief outline of the Company’s CSR policy, including overview of projects or programs

proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs: Please refer relevant para in the main Report.

2. The Composition of the CSR Committee.

Two Independent Director and one Non-executive Non Independent Director 3. Average net profit of the Company for last three financial years : Net loss during last three years 4. Prescribed CSR Expenditure (two per cent. of the amount as in item 3 above) : Nil 5. Details of CSR spent during the financial year:

(a) Total amount to be spent for the financial year : Nil (b) Amount unspent, if any : N.A. (c) Manner in which the amount spent during the financial year is detailed below:

Sr. No

CSR project or activity identified

Sector In which the Project is covered

Projects or programs 1. Local area or other 2. Specify the state and district where projects or programs was undertaken

Amount outlay (budget) Project or Programs wise

Amount spent on the projects or programs Sub-heads: (1) Direct expenditure on projects or programs (2) Overheads

Cumulative expenditure upto the reporting period

Amount Spent: Direct or through implementing agency

------ Not Applicable ------ * Give details of implementing agency, if any. 6. Reasons for not spending the amount: Not Applicable 7. The Corporate Social Responsibility Committee hereby confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and Policy of the Company.

On behalf of the Board of Directors

Yudhishthir D. Khatau DIN 00103650

Chairman and Managing Director

Mumbai, 5th December, 2015

ANNEXURE –E

Nomination and Remuneration Policy 1. PREAMBLE 1.1 Varun Resources Limited (the “Company‟) recognizes the importance of attracting, retaining and motivating its human resources for the purpose of ensuring efficiency and high standard in the conduct of its affairs and achievement of its goals besides securing the confidence of the shareholders in the sound management of the Company. For the purpose of attaining these ends, the Company has constituted a Nomination and Remuneration Committee which is entrusted with the task of devising a transparent reasonable and fair policy of remuneration for its directors, key managerial personnel and other employees. 1.2 The Companies Act, 2013 vide sub-section (3) of section 178, the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement/ Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Requirement) as amended by the Securities and Exchange Board of India vide Master Circular dated April 17, 2014 makes it mandatory for the Board of Directors of every listed company to constitute a Nomination and Remuneration Committee. 1.3 The objective of the Nomination and Remuneration Committee is to assist the Board of Directors of the Company and its controlled entities in fulfilling its responsibilities to shareholders by : 1.3.1. considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field/profession, and who can effectively contribute to the Company’s business and policy decisions are considered by the Human Resources, Nomination and Remuneration Committee, for appointment, as Independent Directors on the Board. The Committee, inter alia, considers qualification, positive attributes, area of expertise and number of Directorships and Memberships held in various committees of other companies by such persons. The Board considers the Committee’s recommendation, and takes appropriate decision. 1.3.2. ensuring that the Board of Directors is comprised of individuals who are best able to discharge the responsibilities of directors in consonance with the Companies Act, 2013 and the norms of corporate governance; and 1.3.3. ensuring that the nomination processes and remuneration policies are equitable and transparent. 1.4 The responsibilities of the Committee include : 1.4.1 formulating a criteria for determining qualifications, positive attributes and independence of a director; 1.4.2 recommending to the Board of Directors a policy or recommendation, relating to the remuneration for the directors, key managerial personnel and other employees; 1.4.3 formulating a criteria/ recommendation for evaluation of performance of Independent Directors and the Board of Directors and on the basis of the report of performance evaluation, it shall be determined whether to extend or continue the term of appointment of the independent director;

1.4.4 devising a policy/ recommendation on Board diversity; and 1.4.5 identifying persons who are qualified to become directors and who may be appointed as part of the „senior management‟ or core management team of the Company in accordance with the criteria laid down, and recommending to the Board of Directors the appointment and removal of such personnel. 1.5 This Nomination and Remuneration Policy has been formulated with a view to : 1.5.1 devise a transparent system of determining the appropriate level of remuneration throughout all levels of employees and teams in the Company; 1.5.2 encourage personnel to perform to their highest level; 1.5.3 provide consistency in remuneration throughout the Company; and 1.5.4 offer incentives on the premise of aligning the performance of the business with the performance of key employees and teams within the Company. 1.6 The Nomination and Remuneration Policy elucidates the types of remuneration to be offered by the Company and factors to be considered by the Board of Directors of the Company, Nomination and Remuneration Committee and management of the Company. 2. DEFINITIONS Some of the key terms used in the Nomination and Remuneration Policy are as under : 2.1 Board means the Board of Directors of Varun Resources Limited or the Company. 2.2 Committee means the Nomination and Remuneration Committee constituted by the Board of Directors of the Company in accordance with Section 178 of the Companies Act, 2013. 2.3 Director means a director appointed on the Board of the Company including executive; non-executive; and independent directors. 2.4 Employee means every employee of the Company (whether working in India or abroad), including the directors in the employment of the Company. 2.5 Key managerial personnel includes managing director, or Chief Executive Officer or manager and in their absence, a whole-time director; company secretary; and Chief Financial Officer. 2.6 Member means a director of the Company appointed as member of the Committee. 2.7 Nomination and Remuneration Policy shall mean the policy of remuneration of directors, key managerial personnel and other employees of the Company formulated by the Nomination and Remuneration Committee. 2.8 One Level below KMP or Senior management means the personnel of the company who are members of its core management team excluding Board of Directors comprising all members of

management who are one level below the executive directors commonly known as the functional heads. 3. NOMINATION AND REMUNERATION COMMITTEE 3.1 The Committee shall be formed by the Board of the Company. It shall consist of three or more non-executive directors out of which not less than one-half shall be independent directors. The Board of the Company shall nominate directors as Members of the Committee from time to time. 3.2 The Chairman of the Committee shall be an independent director but shall not be the Chairperson of the Company. He shall be present at the Annual General Meeting, to answer the shareholders' queries and may determine as to who should answer the queries. 3.3 The presently nominated members of the Committee are nominated by the Board of Director. The Board will nominate Directors on the Committee, from time to time. 3.4 In respect of the policy on Board Diversity, the Committee shall ensure that the Board has requisite number of independent, executive and other category of Directors as prescribed in the Companies Act, 2013, Rules made thereunder and Listing Requirement including amendments, as may be applicable from time to time. 4. LETTER OF ENGAGEMENT OR CONTRACT OF EMPLOYMENT 4.1 Non-executive directors shall enter into a letter of engagement with the Company, the terms and conditions of which shall be approved by the Board. The letter of engagement shall set forth the terms and conditions of the engagement, the performance expectations for the position, the remuneration package, the availability of the latter being contingent upon fulfillment of certain expectations of the Company measured by benchmarks of performance. 4.2 Executive directors, key managerial personnel and senior management employees shall enter into a contract/ employment contract or acceptance of appointment/ increment letter (“contract of employment”) with the Company clearly setting out the terms and conditions of the remuneration package for such person. The contract of employment shall set out the expectations for the performance, the key performance indicators, measures and criteria for assessment or evaluation of performance. 4.3 The Committee and the Board must approve the contracts of employment for the senior management and directors. 4.4 The Board shall disclose the terms and conditions of any contract of employment in accordance with the law and the employment rules, as applicable from time to time. 5. REMUNERATION STRUCTURE 5.1 REMUNERATION TO EXECUTIVE DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT The Board shall, in consultation with the Committee approve and finalize the forms of remuneration to be offered to executive directors, key managerial personnel, senior management and other employees. The remuneration package shall be composed of amounts that are fixed and variable and

the endeavour of the Board and the Committee shall be to strike a balance between the fixed and variable components and thereby promote sustainable value for the Company and its shareholders over time. 5.1.1 Fixed Remuneration The contract of employment entered into by the executive directors, key managerial personnel and senior management employees with the Company shall demarcate a fixed gross annual salary or base salary payable to the employee. The fixed remuneration or salary shall be determined according to complexities of the position and role of the employee, the relevant laws and regulations, conditions prevalent in the labour market and the scale of the business relating to the position. The fixed remuneration will reflect the core performance requirements and expectations of the Company. 5.1.2 Performance based remuneration or incentive or Ex- Gratia bonus based payments The performance or incentive or Ex-gratia bonus based payments shall form part of the variable component of the salary payable to the employee. In addition to the fixed remuneration, the Company shall implement a system of bonuses and incentives reflecting short and long term performance objectives appropriate to the working of the Company and designed to lay emphasis on the direct relationship between performance and remuneration. Performance based remuneration shall be proportionate to and contingent upon the attainment of specific performance targets by employees in the Company. Incentive-based payments take into account factors such as performance of the employee, his conduct, responsibilities, position and role and shall be calculated as a percentage of the fixed remuneration. 5.1.3 Severance Fees or Termination Benefits Each contract of employment entered into by the executive directors, key managerial personnel and senior management employees with the Company shall demarcate in advance the entitlement to payment upon termination of employment for each employee or shall part of employee’s service contract or appointment letter. Making of such payments shall be approved by the Board and the Committee and shall be in consonance with the Nomination and Remuneration Policy of the Company. 5.1.4 Employee Benefits The Company shall comply with all legal and statutory obligations in determining the benefits available with employees, namely short-term benefits such as salaries, social security contributions, bonuses, post-employment benefits such as gratuity, other long-term employee benefits. 5.2 REMUNERATION TO NON-EXECUTIVE DIRECTORS The Nomination and Remuneration Committee and/ or Board of Directors shall carry out performance review of each of the Director atleast once a year. According to the performance of each Director, the Company shall pay remuneration to non-executive directors in such a manner so as to attract and maintain high quality members on the Board. Non-executive directors shall receive a fixed remuneration, for their service. Non-executive directors shall not be entitled to any performance-based incentives, bonus payments or retirement benefits. Board of Directors shall be authorised to decide any other mode of remuneration, as may be agreed upon by resolution passed by the Board at the meeting.

6. DISCLOSURE 6.1 The Nomination and Remuneration Policy shall be disclosed in the Boards’ report of the Company prepared in accordance with sub-section (3) of section 134 of the Companies Act, 2013. 6.2 Payments to non-executive directors shall be either disclosed in the Annual Report of the Company and/ or put up on the website of the Company and reference drawn thereto in the Annual Report as per mandatory requirement or decided by the Key Managerial person from time to time. Further, the number of shares and convertible instruments held by non-executive directors shall be disclosed by the Company in its Annual Report. 6.3 With regard to payment of remuneration, the section on the corporate governance of the Annual Report of the Company shall contain the following disclosures, namely : 6.3.1 All elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc; 6.3.2 Details of fixed component and performance linked incentives, along with the performance criteria; 6.3.3 Service contracts, notice period, severance fees; and 6.3.4 Stock option details, if any - and whether issued at a discount as well as the period over which accrued and over which exercisable. 7. REVIEW AND IMPLEMENTATION 7.1 The Key Managerial Person shall conduct an evaluation of performance for all employees on an annual basis to monitor and review, and if necessary, revise the appropriateness of each remuneration package. 7.2 The remuneration package payable to the employees of the Company shall be approved by the Committee or Board, as may be applicable from time to time. 7.3 The Committee shall be responsible for monitoring the implementation of the policy, conducting a review of the same from time to time and advising the Board on the mode of revision of the policy such as inclusion of long-term incentives that would contribute towards creating a sustainable value for shareholders of the Company. 8. AMENDMENTS TO THE POLICY The Board of Directors on its own and / or as per the recommendations of Nomination and Remuneration Committee can amend this Policy, as and when deemed fit. Any or all provisions of this Policy would be subject to revision / amendment in accordance with the Rules, Regulations, Notifications etc. on the subject as may be issued by relevant statutory authorities, from time to time. In case of any amendment(s), clarification(s), circular(s) etc. issued by the relevant authorities are not consistent with the provisions laid down under this Policy, then such amendment(s), clarification(s),

circular(s) etc. shall prevail upon the provisions hereunder and this Policy shall stand amended accordingly from the effective date as laid down under such amendment(s), clarification(s), circular(s) etc. Any amendment in the Act, Rules will be applicable from the date of the notification. This Policy shall be communicated to the Human Resources Department other concerned persons of the Company and if required shall be placed on the website of the Company.

ANNEXURE – F STATEMENT OF DISCLOSURE OF REMUNERATION UNDER SECTION 197 OF COMPANIES ACT, 2013 AND RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR VARUN RESOURCES LIMITED

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and percentage increase in the remuneration of each Director and Key Managerial Personnel (KMP) during the financial year 2014-15 are as follows:

Sr. No.

Name of Director /KMP Designation Ratio of remuneration of each Director

to median remuneration of

employees

Percentage increase in remuneration

NIL NIL NIL NIL 2. There are NIL employees on the rolls of the company as on March 31, 2015. 3. The percentage increase in the median remuneration of employees in the financial year 2014-

15 - Not Applicable The median remuneration of employees of the Company during FY2015 was Rs.Nil

4. Relationship between average increase in remuneration of employees and Company performance : The average increase in remuneration of employees was Nil during the financial year 2014-15. As per the performance evaluation policy of the Company, remuneration payable by the Company is linked to individual performance as well as performance of the company. The performance of the Company is measured in terms of Revenue, EBITDA, PAT, Cash Accrual, Cost Control, Revenue Sustainability, Safety, IT enablement, External Stakeholder Management, Risk Mitigation, Talent Management, CSR Initiatives, Industry Forums. Adherence to regulatory requirements and Employee Engagement. The increase in remuneration of employees is in line with the performance of the Company and Industry Standards.

5. Comparison of remuneration of KMPs against the Company Performance :. The details of remuneration of KMPs have been elaborated in Form No. MGT 9 annexed to the Board Report. The average increase in the remuneration of KMPs was Nil during the financial year 2014-15.

6. The variations in the net worth of the Company as at the close of the current financial year and previous financial year -

Networth ( Rs. In Lakhs) As on 31.03.2014 As on 31.03.2015 % change 4264.89 (50840.92) (1292.08)

7. There are no variable component of remuneration availed by the Director. 8. The ratio of remuneration of the highest paid Directors to that of the employees who are not

Directors but receive remuneration in excess of the highest paid Director during the year : Not Applicable

9. Performance of the Company as against Annual Business Plan. 10. The Board of Directors hereby affirms that the remuneration is as per the remuneration policy

of the Company. 11. The statement pursuant to Rule (5)(2) is enclosed.