To the Members of Essar Ports Limited
 
 The Directors take pleasure in presenting the Thirty-Sixth Annual
 Report of your Company together with Audited Accounts for the year
 ended March 31, 2012.
 
 1.  FINANCIAL RESULTS
 
 The summary of consolidated and standalone financial results of your
 Company for the year ended March 31, 2012 are furnished below:
 
                                                   (Rs. in crore)
 
 Particulars                   Consolidated             Standalone
 
                           For the      For the     For the     For the
                        year ended   year ended  year ended  year ended
                           March 
                          31, 2012   March 31,
                                      2011       March 31, 
                                                   2012        March 31,
                                                                2011
 
 Total Income            1,131.06    2,086.12     52.56        659.36
 
 Total Expenditure         217.85    1,174.10     23.52        378.55
 
 EBITDA                    913.21      912.02     29.04        280.81
 
 Less: Interest & Finance 
 charges                   420.81      473.75     92.40        184.07
 
 Less: Provision for 
 Depreciation              220.24      320.83      7.40         59.87
 
 Profit before exceptional 
 item                      272.16      117.44    (70.76)        36.87
 
 Less: Exceptional item    235.51         -          -            -
 
 Profit after exceptional 
 item and before Tax        36.65      117.44    (70.76)        36.87
 
 Less: Provision for Tax   (62.19)      34.60     (0.23)        16.00
 
 Profit before Share of 
 Minority Interest          98.84       82.84    (70.99)        20.87
 
 Less: Share of Minority 
 Interest                   34.89       12.69        -            -
 
 Profit after Tax           63.95       70.15    (70.99)        20.87
 
 Note: The consolidated and standalone financial figures for the year
 ended March 31, 2011 include the figures attributable to the demerged
 shipping & logistics and oilfields services businesses upto September
 30, 2010 and hence are not comparable with the figures for the year
 ended March 31, 2012.
 
 2.  DIVIDEND
 
 Your Company proposes a dividend of 5% on the equity shares of the
 Company.
 
 4.  QUALITY, SAFETY AND ENVIRONMENT
 
 Your Company, in order to ensure highest standard of safety, has
 implemented and initiated various measures with respect to Quality,
 Safety and Environment Management Systems. The initiatives by your
 Company have been rewarded with several recognitions. Some of the key
 recognitions are as follows:
 
 - Vadinar Oil Terminal Limited (VOTL) has been certified by British
 Standard for Occupational Health & Safety Advisory Services (OHSAS)
 for, ''Zero Gas Release'', ''Zero Fire Incident'' and Zero Loss Time
 Accident or No Loss Time Accident''.
 
 - VOTL completed 2,000 Lost Time Injury Free days during the year under
 review.
 
 - In line with Environment Management initiatives, VOTL successfully
 achieved the Zero Spill / No Spill'', target and ''Reduction of
 Emission''.
 
 - An Annual Audit was also successfully carried out for the following
 ISO certifications:
 
 ISO 9001:2008 Quality Management System by ABS
 
 ISO 14001:2004 Environment
 
 Management System by
 Det Norske Veritas (DNV)
 
 ISO 18001:2007     OHSAS by DNV
 
 ISO 28000:2007     Security Management
                    System by ABS
 
 OCIMF              Terminal Baseline Criteria
 
 certification by ABS
 
 - Essar Bulk Terminal Limited (EBTL) also achieved Zero Loss Time
 Injury during the year.
 
 - EBTL has been certified for the following:
 
 ISO 18001:2007     OHSAS by IRQS for
                    Health & Safety
 
 ISO 14001:2004     Environment
                    Management
                    System by IRQS
 
 ISO 9001:2008      Quality Management
                    System by IRQS
 
 The terminal of EBTL also has the Navigation Safety at Ports Committee
 (NSPC) approval from the Director General of Shipping, Mumbai.
 
 5.  INTERNAL CONTROL FRAMEWORK
 
 Your Company conducts its business with integrity and high standards of
 ethical behaviour and in compliance with the laws and regulations that
 govern its business.  Your Company has a well-established framework of
 internal controls in its operations, including suitable monitoring
 procedures. In addition to an external audit, the financial and
 operating controls of your Company at various locations are reviewed by
 Internal Auditors, who report their observations to the Audit Committee
 of the Board.
 
 6.  HUMAN RESOURCE Human resources have always been the key to success
 of your Company''s business. New teams were constituted to steer
 projects at Salaya Port near Jamnagar and Paradip Port in Odisha. A
 balance of internal and external talent was maintained to ensure right
 skills are available to initiate project activities. A large number of
 fresh talent comprising engineers and management graduates were
 deployed to nurture future Essar Ports facilities.
 
 At the existing ports of Hazira and Vadinar, special emphasis was laid
 on the training of employees with a combination of On the job and Off
 the job training.  Your Company has introduced technology-enabled HR
 practices in Performance Management and Training to streamline and
 strengthen these practices.
 
 7.  INFORMATION TECHNOLOGY Your Company successfully implemented SAP in
 its financial and related systems. For dry bulk as well as oil
 terminals, systems have been implemented to capture end-to-end workflow
 covering all activities from pre-arrival intimations to actual
 departure of vessels. Expected berth occupancy is being plotted thereby
 optimising the berth utilisation and increasing berth efficiency.
 Various dashboard reports have been implemented in the system for berth
 performance and resource monitoring.
 
 8.  SUBSIDIARIES As on March 31, 2012, the following were the
 subsidiaries of your Company:
 
 1.  Vadinar Oil Terminal Limited (VOTL)
 
 2.  Vadinar Ports & Terminals Limited (a subsidiary of VOTL)
 
 3.  Essar Bulk Terminal Limited
 
 4.  Essar Bulk Terminal (Salaya) Limited
 
 5.  Essar Paradip Terminals Limited
 
 6.  Essar Bulk Terminal Paradip Limited
 
 In accordance with the general circular issued by the Ministry of
 Corporate Affairs, Government of India, the Balance Sheet, profit & Loss
 Account and other documents of the subsidiary companies are not being
 attached with the Balance Sheet of the Company. The Company will make
 available the Annual Accounts of the subsidiary companies and the
 related information to any member of the Company who may be interested
 in obtaining the same. The annual accounts of the subsidiary companies
 will also be kept for inspection at the Registered Office of the Company
 and that of the respective subsidiary companies. The Consolidated
 Financial Statements presented by the Company include the financial
 results of the subsidiary companies.
 
 9.  DIRECTORS In accordance with the provisions of the Companies Act,
 1956 and the Articles of Association of the Company, Mr. Deepak Kumar
 Varma, Mr. K. V. Krishnamurthy and Mr. Rajiv Agarwal retire at the
 ensuing Annual General Meeting of the Company and being eligible, offer
 themselves for re-appointment.
 
 Mr. Shashi Ruia resigned from the directorship of your Company on May
 25, 2012. Your Board places on record their appreciation for the
 invaluable contribution made by Mr. Ruia in the growth and progress of
 the Company during his tenure as Director.
 
 Mr. Jan Adam has been appointed as an Additional Director on May 30,
 2012. The Company has received a notice from a member proposing the
 appointment of Mr. Adam as a Director of your Company.
 
 10.  AUDITORS
 
 Your Company''s Auditors, Messrs. Deloitte Haskins & Sells, Chartered
 Accountants, Ahmedabad, the Statutory Auditors of the Company hold
 Office until the conclusion of the ensuing Annual General Meeting and
 are eligible for re-appointment.
 
 The Company has received a letter from them to the effect that their
 appointment, if made, would be within the prescribed limits under
 Section 224(1B) of the Companies Act, 1956 (the Act) and that they are
 not disQualified for re-appointment within the meaning of Section 226 of
 the said Act.
 
 11. CORPORATE GOVERNANCE
 
 The Company has complied with the requirements under the Corporate
 Governance reporting system. The disclosures as required therein have
 been furnished in the Annexure to the Directors'' Report under the head
 Corporate Governance.
 
 12.  PARTICULARS REQUIRED UNDER THE COMPANIES (DISCLOSURE OF
 PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULES, 1988
 
 This does not apply to your Company as the Ports & Terminals industry
 is not included in the Schedule to the relevant rules.
 
 Foreign exchange earnings and outgo are summarised below:
 
 Total Foreign Exchange:
 
 (1) Earned (including freight, charter, : Rs. 7.98 crore hire earnings,
 interest income, etc.)
 
 (2) Used (including loan repayments, : Rs. 11.67 crore
 interest,operating expenses, etc.)
 
 13.  PARTICULARS OF EMPLOYEES
 
 Information as per Section 217(2A) of the Companies Act, 1956 read with
 the Companies (Particulars of Employees) Rules, 1975, as amended, is
 given in the Annexure forming part of this Report. However, as per the
 provisions of Section 219(1)(b)(iv) of the said Act, the Report and
 Accounts are being sent to all the shareholders of the Company
 excluding the statement of particulars of employees under u/s 217(2A)
 of the said Act. Any shareholder interested in obtaining a copy of this
 statement may write to the Company Secretary for the same at the
 Registered Office of the Company.
 
 14.  STATEMENT OF DIRECTORS RESPONSIBILITIES Pursuant to the
 requirement of Section 217(2AA) of the Companies Act, 1956, the Board
 of Directors hereby state that:
 
 a) in the preparation of the annual accounts, the applicable accounting
 standards have been followed and there have been no material
 departures;
 
 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 a 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 period;
 
 c) the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities; and
 
 d) the Directors have prepared the annual accounts on a going concern
 basis.
 
 15.  APPRECIATION AND ACKNOWLEDGEMENTS Your Directors express their
 sincere thanks and appreciation to all the employees for their
 commendable teamwork and contribution to the growth of the Company.
 
 Your Directors also thank its bankers and other business associates for
 their continued support and co-operation during the year.
 
                                  For and on behalf of the Board
 
 Rajiv Agarwal                                     Shailesh Sawa
 
 Managing Director                              Director Finance
 
 Mumbai
 May 30, 2012