Varun Resources Annual Report 2014-15

5th Annual Report
2014-2015
______________
VARUN RESOURCES LIMITED
Varun Resources Limited

Board of Directors
Auditors
Mr.Yudhishthir D. Khatau
Chairman & Managing Director
Ms.Armin Pardiwala
Messrs. Sorab S. Engineer & Co.

Chartered Accountants
902, Raheja Centre
Free Press Journal Marg
Nariman Point
Mumbai 400 021
Mr.Prafull Modi
Bankers/Lenders
Mr.Atul Chandra Varma
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
Mr.S.A.Amudan
Mr.Nikkhil Vaidya
Chief Financial Officer
Ms.Nidhi Gupta
Company Secretary
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
Website www.varunresources.com
Tel. (91-22) 6635 0100 109 Fax. (91-22) 6635 0274/280

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)
Varun
Limited
Varun Asia Pte Ltd
VSC International
Pte Ltd
Varun
Maritime
Limited
Ocean
Race
Shipping Co Ltd
Sea
Fidelity
Shipping Co Ltd
Varun
Limited
8.
Varun Corporation
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
providing of loans, guarantee, securities
and deposits; investments.
providing of loans, guarantee, securities
deposits; investments.
Ship management, administration and
vessel operating,; sale and purchase of
vessels; providing of loans, securities and
Administration, travelling and ticket
booking services, leasing of properties,
availing/providing of loans, securities
* Estimated
Global
Cyprus
Amount (In crores)

2014-15
1.04
2015-16*
50.00
2016-17*
100.00
868.12
900.00
950.00
293.87
30.00
35.00
0.06
15.00
25.00
0.16
10.00
15.00
39.87
10.00
15.00
169.25
--
--
75.86
100.00
125.00
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 23 r d 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 27t h December 2015 and will end at
5.00 p.m. on 29t h 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:
The voting period begins on 9.00 a.m on 27th December 2015 and will end at 5.00 p.m. on
(i)
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 Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
Details
recorded in your demat account or in the company records in order to login.
OR Date of
If both the details are not recorded with the depository or company please
Birth (DOB)
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.
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)
Name of Director(s) or KMP who is/are

related
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.
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
Nature of Relationship
Nature of contracts
/transactions
arrangements
Material
terms
of
the
/arrangements / Transactions
contracts
Monetary Value
Are the transactions in the ordinary course
of business
Are the transactions on an arms length basis
Whether the transactions would meet the
arms length standard in the opinion of the
Companys Transfer Pricing Consultants
Whether the transactions have been/would
be approved by the Audit Committee and the
Board of Directors of the Company
Any other information relevant or important
for the members to make a decision on the
proposed transactions
Ms Armin Pardiwala, being a director in Varun Global Limited and

Varun Maritime Limited
Associate and group companies
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.
Transactions, arrangements, contracts are in the ordinary course of
business and to be determined on an arms length basis. . Further,
transactions with related parties which are of a foreseeable and
repetitive nature.
Amount mentioned in the resolution for corresponding period
Yes
Yes
Yes
Yes
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 Companys
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.
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

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
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
Appointment of Director in place of Ms.Armin
Pardiwala (DIN 06710274), who retires by
rotation and being eligible offers herself for reappointment
Appointment of Director in place of Mr. Prafull
Modi (DIN 00294760), who retires by rotation
and being eligible offers herself for reappointment
Appointment of M/s.Sorab S. Engineer & Co,
Chartered Accountants, as Auditors of the
company.
Appointment
of
Mr.S.A.Amudan
(DIN
07029150) as Director of the Company
2.
3.
4.
5.
No.
of
equity
shares
held
I/We assent to
the resolution
(FOR)
I/We dissent to
the resolution
(AGAINST)
6.
Appointment of Mr. Atul Chandra Varma (DIN

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 Scrutinisers decision on the validity of the ballot form will be final.
7.
Please read the instructions relating to voting mentioned in the notice.

Registered Office: Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate, Mumbai 400001
CIN: U61200MH2010PLC208659
Attendance Slip
Members Folio No. : _______________
and/or
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
DP ID No./Client ID No.*__________________
Shares held
_________________
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.
Member :
Proxy
I hereby record my presence at the 5th AGM of the Company

Signature of
Member/Proxy
------------------------------------------------------------------------------------------------------------

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
Name . Address
.
..
.
or failing him
Name . Address
.
..
.
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
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
Appointment of Director in place of Ms.Armin
Pardiwala (DIN 06710274), who retires by rotation and
being eligible offers herself for re-appointment
Ordinary
Appointment of Director in place of Mr. Prafull Modi

(DIN 00294760), who retires by rotation and being
eligible offers herself for re-appointment
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

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
Optional*
For
1.
2.
3.
4.
Against
Ordinary
Ordinary
Signed this ______________ day of December, 2015

Affix Re.1
Signature of the Member : _________________________________
Revenue
Stamp
Signature of the Proxy Holder : _____________________________

Notes:
1.
2.
* 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.
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 Companys financial performance for the year ended March 31, 2015
(Figures in /Crores of Rupees)
Year ended
Particulars
Year ended
31stMarch
31stMarch
2015
2014
Turnover
66.69
152.43
(550.88)
(427.10)
Profit/(Loss)Before Tax
Less: Provision of Taxation
Current Tax
0.20
6.69
Deferred Tax
Income Tax earlier years / Excess provision of Income- 0.86
Tax for prior years written back
(551.08)
(434.65)
Profit/(Loss) For The Year/Profit After Tax
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 shareholders value. The Scheme was duly approved by the
Honble 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 Promoters 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 promoters 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 Companys 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 Companys 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 promoters 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 arms 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 auditors 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 Companys operations in future.
Disclosures under sexual harassment of women at workplace (prevention,
redressal) Act, 2013
prohibition
&
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 worlds economy as over 90% of the worlds 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. Indias 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,
Indias 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) Segmentwise 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 (MGCs), one Large Gas Carrier (LGC) and one Very Large
Gas Carriers (VLGCs), 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 Moodys 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
countrys 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 Banks 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.
DIN 00103650
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
VSC
Ocean Race
Sea Fidelity
Name of Associates/ Joint
International Pte
Shipping Co. Ltd Shipping Co. Ltd
Venture
Ltd
1. Latest audited Balance Sheet
31-Mar-12
31-Mar-13
31-Mar-13
Date
2. Shares of Associate/Joint
5,561,208
490
490
Ventures held by the company
at year end no.
39,20,000
667
674
Amount of Investment in
Associates/Joint Venture
(US$)*
49%
49%
49%
Extent of Holding
3. Description of how there is
Please see note
Please see note
Please see note (a)
significant influence
(a)
(a )
Audited accounts Audited accounts
Audited accounts
4. Reason why associate/ joint
not available
not available
not available
venture is not consolidated
30,758,217
(1,335,071)
4,823,948
5. Networth attributable to
shareholding as per latest
audited Balance sheet (US$)
6. Profit / Loss for the
9,244,193
(2,562,581)
(2,655,514)
year(US$)
i. Considered in consolidation
ii. Not considered in
Yes
Yes
Yes
consolidation
* 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.
Mumbai, 5th December, 2015
DIN 00103650
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.
Sr.
no.
Details of contacts or arrangements or transactions not at arms length basis:
Name(s) of
the related
party and
nature of
relationshi
p
Nature of
contracts/
arrangeme
nts
/
transaction
s
Duration
of
the
contracts
/
arrange
ments/
transacti
ons
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 arms 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
VSC
Internationa
l Pte Ltd
Associate
Company
Investment in
equity shares
Continuing
Advance
recoverable
April 14- march

15
Sale of vessel
One Time
Finance lease
payable as per
BBCD
One Time
Corporate
Guarantee
given
5 years
Vessel
Operating
April 14- march

15
Salient terms of
the contracts or
arrangements
or transactions
including the
value, if any
(Rs. In crore)
Investment in
equity for Rs.
1882.43 lakhs
Advance to be
recovered for
Rs. 106.12 lakhs
Sale
consideration for
Rs 9834.48
lakhs
Finance lease
payable as per
BBCD for Rs
2455.64 lakhs
Corporate
guarantee given
to Banks for
loan raised by
VSC
International Pte
Ltd for Rs.
15,015.00 lakhs
Vessel
Operating
Date(s) of
approval by the
Board, if any
Amount
paid as
advances, if
any
(Rs. In
crore)
expenses
Varun Asia
Pte Ltd
Varun
Cyprus
Limited
Ocean Race
Shipping
Company
Limited
Associate
Company
Promoter/
Associate
Company
Associate
Company
Investment in
preference
shares
Continuing
Loan
recoverable
April 14- march

15
Sale of vessel
&
Management
fees
Interest
accrued on
BBCD &
unsecured
loan
Vessel
Operating
expenses
One Time
Investment in
preference
shares
Continuing
Sale of vessel
&
Management
fees
Interest
accrued on
BBCD &
unsecured
loan
Vessel
Operating
expenses
One Time
Investment in
equity shares
Continuing
Freight Hire
charges
received
One Time
One Time
April 14- march

15
One Time
April 14- march

15
expenses
amounting to
Rs. 93.57 lakhs
Investment in
preference
shares for Rs.
21,288.29 lakhs
Loan to be
recovered for
Rs. 5,534.10
lakhs
Sale
consideration for
Rs 17,635.67
lakhs
Interest accrued
on BBCD &
unsecured loan
for Rs. 28454.18
lakhs
Vessel
Operating
expenses
amounting to
Rs. 13899.86
lakhs
Investment in
preference
shares for Rs.
11037.11 lakhs
Sale
consideration for
Rs 1222.01
lakhs
Interest accrued
on BBCD &
unsecured loan
for Rs. 480.39
lakhs
Vessel
Operating
expenses
amounting to
Rs. 4185.77
lakhs
Investment in
equity shares for
Rs. 29,000
Freight Hire
charges received
on their behalf
for Rs. 16.02
lakhs
Sea Fidelity
Shipping
company
Limited
Varun
Corporation
Limited
Varun
Global
Limited
Varun
Maritime
Limited
Associate
Company
Promoter
Group
Company
Investment in
equity shares
Continuing
Investment in
equity shares for
Rs. 31,000
Purchase
consideration
payable
One Time
Interest
accrued on
balance
purchase price
consideration
Freight Hire
charges
received
One Time
Inter
Corporate
Deposit
availed
Inter
Corporate
Deposit
availed
Vessel
Operating
expenses
April 14- march

15
Purchase
consideration
payable for Rs
2944.08 lakhs
Interest accrued
on balance
purchase price
consideration for
Rs. 694.75 lakhs
Freight Hire
charges received
on their behalf
for Rs. 348.16
lakhs
Inter corporate
deposit availed
for Rs. 7586.00
lakhs
Inter corporate
deposit availed
for Rs. 100 lakhs
Vessel
Operating
expenses
April 14- march

15
Vessel
Operating
expenses
amounting to
Rs. 3.75 lakhs
Vessel
Operating
expenses
amounting to
Rs. 57,000
One Time
April 14- march

15
April 14- march

15
DIN 00103650
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.
2.
3.
Registration Date
Name of the Company
Category/Sub-category
of the Company
Address of the
Registered office &
contact details
Whether listed company
4.
5.
6.
Name, Address &

contact details of the
Registrar & Transfer
Agent, if any.
II.
6th October, 2010

Varun Resources Limited
Public Company Limited by Shares
Laxmi Building, 6, Shoorji Vallabhdas Marg, Ballard Estate,
Mumbai 400001
At present Company is not listed.
The Company has submitted the application to the stock
exchanges seeking listing of shares.
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
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
Shipping
61100
100%
III.
PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl. No. Name and Address of the

Company
1
VSC International Pte Ltd

600 North Bridge Road #
05-01 Parkview Square,
Singapore 188778
CIN / GLN
Holding /
Subsidiary/
Associate
Foreign Company
Associate
% of
shares
held
49%
Applicable
Section
2(6)
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)
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
Shareholders
Category-wise Share Holding

of
A. Promoters
1. Indian
a. Individuals/
Hindu Undivided
Family
b. Central
Government
c. State
Government(s)
d. Bodies
Corporate
e. Financial
Institutions/ Banks
f. Any Other
(specify)
Sub Total (A)(1)
2. Foreign
a. NRIsIndividuals
b. OtherIndividuals
c. Bodies
Corporate
d. Banks/
Financial
Institutions
e. Any Other
(specify)
Sub Total (A)(2)
Total
Shareholding of
Promoter
(A)=(A)(1) +
No. of Shares held at the beginning of the year
No. of shares hold at the end of the year
Demat
Demat
Physical
Total
%
of
total
shares
Physical
Total
%
of
total
shares
%
change
during
the year
150007773
150007773
150007773
150007773
150007773
150007773
150007773
150007773
150007773
150007773
150007773
150007773
100
100
100
100
100
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)
C. Shares held by
custodians for
GDR and ADR
Grand Total (A)+
(B)+ (C)
150007773
-
150007773
-
100
150007773
-
150007773
-
100
150007773
150007773
100
150007773
150007773
100
ii)
Shareholding of Promoters-
S
N
Shareholding at the beginning of the

year
No. of
Shares
Shareholders
Name
Varun Shipping
Company
Limited
iii)
Sr
No
Particulars
Varun
Shipping
Compan
y
Limited
% of total
Shares of
the
company
%of
Shares
Pledged /
encumber
ed to total
shares
No. of Shares
% of
total
Shares
of the
compan
y
100
150007773
100
%of
Shares
Pledge
d/
encum
bered
to
total
shares
%
chang
e in
shareh
olding
during
the
year
Change in Promoters Shareholding (please specify, if there is no change)

Shareholding at the
beginning of the
year(As on March 31,
2014)
No. of
shares
150007773
Shareholding at the end of the year
150007773
% of
total
shares
of the
compan
y
100
Date wise
Increase /
Decrease in
Promoters
Shareholdin
g 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)
No. of
shares
Nil
150007773
% of
total
shares
of the
compa
ny
100
Cumulative
Shareholding
during the year
No. of
shares
15000777
3
% of
total
shares
of the
compa
ny
100
iv)
SN
Shareholding Pattern of top ten Shareholders (Other than Directors, Promoters and
Holders of GDRs and ADRs):
For Each of
the Top 10
Shareholders
Shareholding at the beginning

of the year(1-04-2014)/end of the year (31-032015)
No. of
shares as on
April 01,
2014
% of
total
shares
of the
compan
y as on
April 01,
2014
No. of
Shares
as on
March
31, 2015
Date wise
Increase/
Decrease
in
Sharehold
ing during
the year
% of
total
shares
of the
compan
y, as on
March
31, 2015
Reasons
for
increase/
decrease (
e.g.
allotment/
transfer/
bonus/
sweat
equity etc)
Cumulative
Shareholding
during the
Year
No. of
shares
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
Total
Unsecured Loans
Deposits
excluding
Indebtedness
deposits
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
% of
total
shares
of the
compa
ny
- Addition
- Exchange difference
- Reduction
Net Change
Indebtedness at the end of the
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii)
VI.
66.88
66.88
20.62
7.46
13.16
66.88
66.88
50.38
56.86
90.87
16.64
50.38
56.86
107.24
107.51
107.24
REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NIL

SN.
Particulars of
Remuneration
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
(c) Profits in lieu of
salary under section
17(3) Income- tax
Act, 1961
Stock Option
Sweat Equity
Commission
- as % of profit
- others, specify
2
3
4
Others, please
Total (A)
Ceiling as per the
Act
Name of MD/WTD/ Manager
Total Amount
NIL
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
Independent
Directors
Fee for attending
board committee
meetings
Commission
Others, please
specify
Total (1)
Other NonExecutive
Directors
Fee for attending
board committee
meetings
Commission
Others, please
specify
Total (2)
Total (B)=(1+2)
Total
Managerial
Remuneration
Overall Ceiling
as per the Act
C.
Name of Directors
Only Sitting Fee is paid to Independent Directors.
Remuneration to Key Managerial Personnel other than MD/Manager/WTD: NIL
SN
Particulars of Remuneration
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
(c) Profits in lieu of salary under section
17(3) Income-tax Act, 1961
Stock Option
Sweat Equity
Commission
2
3
4
Total
Amoun
t
Key Managerial Personnel
- as % of profit
others, specify
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.
DIN 00103650
ANNEXURE D
1. A brief outline of the Companys 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:
Projects or
Amount spent
Amount
programs
on the projects
outlay
1. Local area or (budget)
or programs
other
Project or Sub-heads: (1)
2. Specify the
Programs Direct
state and district wise
expenditure
where projects or
on projects or
programs was
programs
(2) Overheads
undertaken
------ Not Applicable -----* Give details of implementing agency, if any.
Sr. CSR
No project or
activity
identified
6.
Sector In
which the
Project is
covered
Cumulative
expenditure
upto the
reporting
period
Amount
Spent:
Direct or
through
implementi
ng agency
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.
DIN 00103650
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 Companys
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 Committees 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; nonexecutive; 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 employees 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 performancebased 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. Name of Director /KMP
Designation
Ratio of remuneration
Percentage increase
No
of each Director
in remuneration
.
to median
remuneration of
employees
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 201415 - 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 201415.
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.

Varun Resources Annual Report 2014-15

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Varun Resources Annual Report 2014-15

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5th Annual Report

VARUN RESOURCES LIMITED

Varun Resources Limited

Messrs. Sorab S. Engineer & Co.

Mr.Atul Chandra Varma

State Bank of India

Registrars & Transfer Agents

Datamatics Financial Services Limited

Tel. (91-22) 6635 0100 109 Fax. (91-22) 6635 0274/280

Varun Asia Pte Ltd

Ship management, administration, vessel

Amount (In crores)

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department

(xviii) Note for Non Individual Shareholders and Custodians

The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on

Requirement), including any amendment, variations, statutory modification(s) or re-enactment(s)

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

Ms Armin Pardiwala, being a director in Varun Global Limited and

VARUN RESOURCES LIMITED

Fifth Annual General Meeting Wednesday, 30th December, 2015

To receive, consider and adopt the Audited

Appointment of Mr. Atul Chandra Varma (DIN

Appointment of Ms.Armin Pardiwala (DIN:

To approve the Related Party Transactions of the

* Applicable for investors holding shares in Electronic Form

Unsigned ballot forms will be rejected

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

VARUN RESOURCES LIMITED

5th Annual General Meeting

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

VARUN RESOURCES LIMITED

To receive, consider and adopt the Audited financial

Appointment of Director in place of Mr. Prafull Modi

Appointment of Mr. S.A.Amudan (DIN 07029150) as

Appointment of Mr. Atul Chandra Varma (DIN

Appointment of Ms .Armin Pardiwala (DIN: 06710274)

To approve the Related Party Transactions of the

Signed this ______________ day of December, 2015

Signature of the Proxy Holder : _____________________________

DIRECTORS REPORT 2014-15 of VARUN RESOURCES LIMITED

Amount available for appropriation

from 15,00,07,773 to 75,15,68,865, pursuant to allotment of 60,15,61,092 equity shares of

Particular of loan and investment

Management Discussion and Analysis

appointment at the ensuing Annual General Meeting.

Alternate source of energy & Technology Absorption:

Wind assisted propulsion

MANAGEMENT DISCUSSION AND ANALYSIS

(c) Segmentwise or product-wise performance

Mumbai, 5th December, 2015

Details of contacts or arrangements or transactions not at arms length basis:

Details of material contracts or arrangement or transactions at arms length basis:

April 14- march

April 14- march

April 14- march

April 14- march

April 14- march

April 14- march

April 14- march

April 14- march

April 14- march

On behalf of the Board of Directors