Investors Information

Pursuant to the Scheme of Amalgamation (“Scheme”) of Vadinar Oil Terminal Limited (“VOTL”) with Nayara Energy Limited (“Nayara”), resident public shareholders of VOTL holding VOTL shares as on the record date of December 14, 2020 have been issued Rated Unlisted Secured Non-Convertible Debentures of Rs. 350 each (“NCDs”) in the ratio of 1 (one) NCD for every equity share held by them in VOTL. The shareholders of VOTL holding shares in demat mode as on Record Date of the Scheme, have been issued NCDs.

However, in accordance with the provisions of the Applicable Law which prohibit issuance of securities in physical form by an unlisted public company, NCDs could not be allotted to resident public shareholders of VOTL holding VOTL shares in physical mode. On their behalf, NCDs have been allotted to the Trustees to Nayara Energy Beneficial Owners Trust (“Trust”) and have been credited to demat account no. IN300484-30316373 maintained with the Trustees, Axis Trustee Services Limited.

Erstwhile shareholders of VOTL holding VOTL shares in physical mode can submit their request for transfer of their entitlement by submitting their demat account details and other details in the given format “Format of application for transfer of Trust Debentures” to the Registrar and Transfer Agent of Nayara, M/s Link Intime India Private Limited.

Request for change transmission / transmission/ name change etc. can also be made in in a format “Format of application for transmission/ transposition/ name change of Trust Debentures”.

FORMAT OF APPLICATION FOR TRANSFER OF TRUST DEBENTURES

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FORMAT OF APPLICATION FOR TRANSMISSION / TRANSPOSITION / NAME CHANGE OF TRUST DEBENTURES

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The Independent Directors will serve for a period of five years from the date of their respective appointments. The board may invite the Independent Directors to continue on as an Independent director for an additional period there after subject to recommendation by the Nomination and Remuneration Committee and approval of shareholders.

The Board determines the level of remuneration paid to its non-executive members including Independent Directors within any limitations imposed by shareholders. Presently, the Company pays to independent directors sitting fee of Rs. 1,00,000 for attending each meeting of the Board and each meeting of Committees of which they are members and meeting of Independent Directors. In addition the independent directors are entitled to payment of Commission not exceeding 1% of net profits of the Company computed in accordance with the provisions of section 198 of the Act, for the respective financial years. TDS is deducted at applicable rates from the sitting fee / commission. The Company will reimburse the Directors for all direct and indirect expenses such as toll calls, accommodation and travelling expenses, reasonably and properly incurred and documented.

The directors shall abide by the following duties provided in section 166 of the Companies Act, 2013:

• Subject to the provisions of the Act, the directors shall act in accordance with the Articles of Association of the company

• Directors shall act in good faith in order to promote the objects of the Company for the benefit of its members as a whole, and in the best interests of the company, its employees, the shareholders, the community and for the protection of environment.

• Directors shall exercise duties with due and reasonable care, skill and diligence and shall exercise independent judgment.

• Directors shall not involve in a situation in which they may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the Company.

• The Directors shall not achieve or attempt to achieve any undue gain or advantage either to themselves or to their relatives, partners or associates and if such director is found guilty of making any undue gain, he / she shall be liable to pay an amount equal of that gain to the Company.

• The Directors shall not assign their office and any assignment so made shall be void.

Further, Independent Directors shall have to ensure the following in compliance with Schedule IV read with section 149(8) of the Act.

• Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.

• Seek appropriate clarification or amplification of information and, where necessary, take and follow appropriate professional advice and opinion of outside experts at the expense of the Company.

• Strive to attend all meetings of the Board of Directors and of the Board committees of which they are a member

• Participate constructively and actively in the committees of the Board in which they are chairpersons or members

• Strive to attend the general meetings of the Company

• Where they have concerns about the running of the Company or a proposed action, ensure that these are addressed by the Board and, to the extent that they are not resolved, insist that their concerns are recorded in the minutes of the Board meeting.

• Keep themselves well informed about the Company and the external environment in which it operates.

• Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board.

• Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company.

• Pay sufficient attention and ensure that adequate deliberations are held before approving related party transactions and assure themselves that the same are in the interest of the Company.

• Ascertain and ensure that the Company has an adequate and functional vigil mechanism and to ensure that the interests of a person who uses such mechanism are not prejudicially affected on account of such use.

• Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct.

• Acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees.

• Not disclose confidential information, including commercial secrets, technologies, advertising and sales promotion plans, unpublished price sensitive information, unless such disclosure is expressly approved by the Board or required by law.

• Shall maintain professional conduct and abide by the role, responsibilities and other provisions set out in schedule IV of the Companies Act, 2013 pursuant to section 149(8) of the Act.