CONTENTS Proxy Form 65

Essar Steel Limitedsincere appreciation for the contribution made by Shri G D Goswami andShri Sanjeev Shriya during their tenure as Directors of the Company.The tenure of Shri Vikram Amin as wholetime director ended on 31stOctober, 2007. The Board has appointed Shri Vikram Amin as wholetimedirector for a further period of three years w.e.f November 01, 2007.Shri Dilip Oommen has been appointed as an Additional Director onwholetime basis for a period of three years on the Board w.e.f. July07, 2008 and would hold office as a Director up to the date of thisAnnual General Meeting. Necessary resolutions for their appointmentas wholetime directors of the company forms part of the notice of theannual general meeting.DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to the requirements under Section 217(2AA) of the CompaniesAct, 1956, the Board of Directors of the Company hereby state andconfirm thati. In the preparation of the Annual Accounts, applicableaccounting standards have been followed along with properexplanation relating to material departures.ii.iii.iv.Directors have selected accounting policies and appliedthem consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end ofthe financial year and of the profit or loss of the Companyfor the year under review.Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventingand detecting fraud and other irregularities.Directors have arranged preparation of the accounts for theyear ended March 31, 2008, on a “going concern” basis.Krishnamurthy. The Audit Committee is Chaired by Shri S.V.Venkatesan. The terms of reference of the Audit Committee are as perSection 292A of the Companies Act, 1956.AUDITORSM/s S R Batliboi & Co., Chartered Accountants, will retire at theconclusion of the ensuing Annual General Meeting. M/s S R Batliboi& Co., Chartered Accountants have informed the Company that ifappointed, their appointment will be within the prescribed limits underSection 224(1B) of the Companies Act, 1956. Accordingly, members’approval is being sought for their re-appointment as the Auditors of theCompany at the ensuing Annual General Meeting.ENERGY, TECHNOLOGY & FOREIGN EXCHANGEDetails of energy conservation and research and development activitiesundertaken by the Company along with the information in accordancewith the provisions of Section 217(1) (e) of the Companies Act, 1956,read with the Companies (Disclosure of Particulars in the Report of theBoard of Directors) Rules, 1988, is provided in Annexure ‘A’, formingpart of this Report.PERSONNELAs per the provisions of Section 217(2A) of the Companies Act, 1956,read with Companies (Particulars of Employees) Rules, 1975, asamended the names and other particulars of the employees is seperatelyattached, as Annexure ‘B’, forming part of this Report.ACKNOWLEDGEMENTYour directors would like to express their grateful appreciation for theassistance and cooperation received from the Financial Institutions,Banks, Government Authorities and Shareholders during the yearunder review. Your Directors wish to place on record their deep senseof appreciation to all the employees for their commendable teamwork,exemplary professionalism and enthusiastic contribution made duringthe year.For and on behalf of the BoardAUDIT COMMITTEEThe Audit Committee of the Board comprises of three non-executivedirectors, viz. Shri S.V. Venkatesan, Shri J. Mehra and Shri K.V.Date: August 27, 2008Shashi RuiaChairman4