Investors
Corporate information
ISIN No. - INE011A01019 (“Equity Shares”)
Registered Office
Dwarka - 361 305,
Gujarat, India
Corporate Office
Plot No. C-68, G Block,
Bandra Kurla Complex, Bandra East,
Mumbai - 400 051, Maharashtra, India
Shareholders Resources
ISIN No. of Equity Shares: INE011A01019
The Equity Shares ('Shares') of Nayara Energy Limited (formerly Essar Oil Limited) (the Company) were delisted from BSE Limited ('BSE') and The National Stock Exchange of India Limited ('NSE') w.e.f. February 17, 2016 by following the procedure laid down in SEBI (Delisting of equity shares) Regulations, 2009 (“Delisting Regulations”).
KYC Updation for shares held in Physical form
As part of the Company’s measures to protect interest of shareholders, we request the shareholders holding shares in physical form to update their KYC details to ensure effective communication with them and assistance in various corporate actions or procedures that may need to be taken.
- KYC Updation Form
We request you to provide your details by filling in and submitting the Form – Form for Updating of Records of Physical Shareholders (Please click on this link to download the form). For any queries related to filling of form or attachments to the form, please refer to “Instructions for filling the KYC Updation form appearing on the second page of the form.
The form should be signed by the sole shareholder and in case of joint holding, by all the shareholders.
Request for updation of KYC information can also be given on plain paper including the information set out the in the above Form and duly signed by the sole / joint shareholders.
- Enclosures to KYC Updation Form
Depending upon the KYC details to be updated, wherever required include the mandatory enclosures with the signed form. as set out below
KYC details you wish to update Supporting documents required along with KYC updation form PAN Please submit PAN card copy of sole holder. In case of joint holding, then PAN card copy of all shareholders should be submitted Address Please submit copy of any one of the following: - Passport or
- Aadhar Card wherein first 8 digits of your Aadhar number should be masked or
- Utility Bills (not older than 3 months) or
- Any other address proof.
Bank mandate For updating Bank details, please enclose: - Original cancelled cheque of first /sole holder; or
- A copy of bank passbook / statement attested by the Bank.
Change in signature Please provide Bankers confirmation of signature in form “Bankers confirmation for signature verification”. Nomination Nomination or change in existing nominees in Form no. SH-13. “Nomination Form” - Submission of KYC Updation Form along with enclosures
The form can be submitted by any of the following means:
- Sending the duly signed form along with relevant documents in physical to the Share Transfer Agents of Nayara Energy Limited at:
MUFG Intime India Pvt Ltd
(formerly known as Link Intime India Pvt Ltd.)
Unit: Nayara Energy Limited,
C101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai – 400 083;Or
- scanning and sending the duly signed form along with the enclosures by email to Nayara.kyc@linkintime.co.in
Or
- by uploading the documents at dedicated website of MUFG Intime India Pvt Ltd (formerly known as Link Intime India Pvt Ltd.), Share Transfer Agents at www.linkintime.co.in
- Go to the “Investor Services" section and select "Service Request" from the list displayed.
- Website will request you for your e-mail id and carry out an OTP validation.
- Thereafter, on the Service Request Page under EQUITY, please select following:
- Client name: “Nayara Energy Limited”
- Fill in your folio details and Mobile no.
- Select Request Type: “KYC Details”
- Upload duly filled in form with other documents and submit.
- Sending the duly signed form along with relevant documents in physical to the Share Transfer Agents of Nayara Energy Limited at:
In case you need any support / clarifications, please send email to rnt.helpdesk@linkintime.co.in or call at 8108116767.
De-materialisation of Shares
The Companies (Prospectus and Allotment of Securities) Rules, 2014 do not permit effecting transfer of shares held in physical form and hence the Company cannot accept requests for transfer of shares in physical form.
Holding securities in demat form is safe and secure. It provides ease of holding and various other advantages offered by the Depository system. Therefore, members holding shares in physical mode are advised to dematerialize their shares.
You can get in touch with your depository participant (DP) and take necessary actions to dematerialize your physically held shares as advised by the DP.
Please note that ISIN for equity shares of the Company is – INE011A01019.
The process of dematerialization involves following steps:
- Open a Beneficiary Account with a DP registered with SEBI and with any one of the Depositories i.e., NSDL or CDSL. You may also choose to use an existing demat account of yours.
- Submit a request to your DP in Dematerialization Request Form (DRF) (in triplicate) to your DP duly filled in and signed, along with share certificate(s) in original and other requisite documents. Only the securities registered in your name can be submitted for dematerialization.
- The DP will verify that the form is duly filled in and the number of certificates, number of securities and the security type (equity in case of Nayar Energy) are as given in the DRF. If the form and security count is in order, the DP will issue an acknowledgement slip duly signed and stamped, to the client.
- On receipt of aforesaid DRF and shares, the DP will send electronic request through the Depository to the Share Transfer Agent (Link Intime) for confirmation of demat. Each request will bear a Dematerialization Request Number (DRN).
- Simultaneously, DP will send the physical certificate(s) with the original DRF to the Share Transfer Agent for verification and confirmation.
- After verifying the documents received from the DP, the Share Transfer Agent will confirm the demat request received from the Depository.
- This confirmation will be passed on from the Depository to the DP, which holds your account. After receiving this confirmation from the Depository, the DP will credit the account with the dematerialized shares.
- The DP will then hold the shares in the dematerialized form on your behalf and you become the beneficial owner of these dematerialized shares.
- Submission of Share Certificates with Old Name – Essar Oil Limited
The Company’s name has been changed from ESSAR OIL LIMITED to NAYARA ENERGY LIMITED with effect from May 25, 2018. Post change of name, the Company has not issued new share certificates in exchange of existing share certificates. However, the share certificate bearing old name, viz. Essar Oil Ltd. can be surrendered by filling the Demat Request Form (DRF) to your Depository Participant (DP) for dematerialization under ISIN INE011A01019 which are acceptable as the DP’s records are carrying both the names i.e. old name and new name.
Alternatively, you may contact the Share Transfer Agents to obtain sticker/s which is carrying the new name of the Company i.e. NAYARA ENERGY LIMITED. The adhesive stickers, upon receipt, will need to be affixed on the face of the share certificates on the top portion before surrendering the same for dematerialization.
- Rejection of dematerialization request
The Share Transfer Agent may reject your request for dematerialisation of shares received by it from the DP in case your details viz, signature, name, address etc. do not match with the records of the Company. In such case, you are required to submit fresh DRF along with the requirements mentioned by your DP.
Dematerialisation would also be rejected if, certificate of forfeited shares are provided by shareholder or wrong security documents are attached like redeemed debenture certificates, certificates of securities of other companies etc.
The demat account should be in the name of the same person and in case of joint holding in the joint names of the same set of individuals (in same sequence) as the names of investors appearing on the share certificates of the Company. In case of any difference, the dematerialization request will be rejected.
- Other Information on De-materialization
You may also refer detailed FAQs for various queries on dematerialization by:
- Visiting NSDL’s website at Dematerialisation - NSDL
Or
- Visiting CDSL’s website at Dematerialisation – CDSL ;
Or
- Writing to our Share Transfer Agents, MUFG Intime India Private Limited at rnt.helpdesk@linkintime.co.in with copy to investors@nayaraenergy.com
- Visiting NSDL’s website at Dematerialisation - NSDL
Transfer of Shares
The Companies (Prospectus and Allotment of Securities) Rules, 2014 do not permit effecting transfer of shares held in physical form and hence the Company cannot accept transfer of shares in physical form. The shares can be traded only in demat form.
Further, as the Company is delisted from BSE and NSE, no trading of Shares of the Company can be done through BSE / NSE trading platforms. Off-market transaction of the Shares of the Company can be done only in demat mode. The Company has not made any offer for buy back of equity shares
It has come to the attention of the Company that certain persons and / or entities have been circulating communications soliciting offer to purchase /deal in the shares of Nayara Energy Limited while such shares are unlisted.
In this regard, it should specifically be noted that such communications have not been directly or indirectly solicited or prompted by Nayara Energy Limited. The Company has no relationship and has not authorised any persons and/or entities, nor does it endorse communications of such nature in any manner whatsoever
Any offer or solicitation pursuant to such communications by such person/entities should be carefully evaluated with respect to their legality (including but not limited to the provisions of the Companies Act, 2013 and the rules thereunder) as well as the risks involved in the same. It should be specifically noted that any person who chooses to participate in any transaction pursuant to such communications (whether as buyer or seller), does so entirely at their own risk.
Issue of Duplicate Share Certificates or Renewed Share Certificate
The Company may issue duplicate share certificates for following reasons:
(a) if the certificate is proved to have been lost or destroyed; or (b) if the certificate has been defaced, mutilated or torn and is surrendered to the company.
In case member/s wants Duplicate share certificate on account of aforementioned reasons, it/ they shall submit a request in this regard to the Share Transfer Agent (STA) by following the procedure given below. Once the documents are received by the STA, it will scrutinize those and intimate further progress on the same to the members. When all documents are found to be in order, the STA will submit a request to Company for approval for issuing of Duplicate Share Certificates. Upon receipt of approval from the Company, the STA will issue the Duplicate Share Certificates in lieu of the earlier share certificates.
The Duplicate Share Certificates shall be issued by the Company within a period of three months from the date of submission of complete documents with the company / STA.
Transmission of Shares
Transmission is the process by which securities of a deceased shareholder are transmitted to the account of their nominee / legal heirs.
For physical securities, the surviving nominee / legal heir has to correspond independently with the STA.
Name deletion of one of the joint holders
In case of shares are held in joint names and one or more of the joint holders but not all the joint holders have expired, then the surviving member(s) would need to request the STA for deletion of the names of the deceased member/s
Frequently Asked Questions for Shareholders
The Company has not declared any dividend since the year 1998.
The Equity Shares (‘Shares’) of the Company were delisted from BSE Limited (‘BSE’) and The National Stock Exchange of India Limited (‘NSE’) w.e.f. July 17, 2016 by following the procedure laid down in SEBI (Delisting of equity shares) Regulations, 2009 (“Delisting Regulations”). The process of giving expression of interest, offer for acquisition of shares from public shareholders, etc. was undertaken by the erstwhile Promoter Group entities. The Company was not part of this process.
Thereafter in compliance with Delisting Regulations, erstwhile Promoters gave an exit opportunity to those public shareholders who could not participate in delisting to tender their shares. The exit offer was available for a period of one year up February 16, 2017. Notices for delisting and for exit offer were provided to the shareholders, published in news papers and also made available on Stock Exchange platforms.
Since the Company is delisted from BSE and NSE, no trading of Shares of the Company can be done through BSE / NSE trading mechanism. Off-market transaction of the Shares of the Company can be done in dematerialized mode only.
Since the Company is delisted from BSE and NSE, no trading of Shares of the Company can be done through BSE / NSE trading platforms. Off-market transaction of the Shares of the Company can be done only in demat mode.
The Company has not made any offer for buy back of equity shares.
The Company’s name has been changed from ESSAR OIL LIMITED to NAYARA ENERGY LIMITED with effect from May 25, 2018. Post change of name, the Company has not issued new share certificates in exchange of existing share certificates.
If you wish to dematerialize your shares, the share certificate bearing old name, viz. Essar Oil Ltd. can be surrendered by filling the Demat Request Form (DRF) to your Depository Participant (DP) for dematerialization under ISIN INE011A01019 which are acceptable as the DP’s records are carrying both the names i.e. old name and new name.
The Company provides name change stickers to its shareholders. To receive these stickers, you are requested to submit a request by e-mail to our Share Transfer Agent (STA) along with your current address to enable the STA to send/dispatch the name change sticker to your address. Please ensure to quote your name and folio no., details of share certificate held by you in the request sent to STA. The STA will check details of your holding and upon validation of details submitted by you, will post you the stickers of new name of the Company. Upon receipt of the stickers, please affix these on your share certificate/s. We would also advise you to dematerialize shares held by you. Please contact the STA for obtaining the name change stickers.
- Change in Address registered with the STA?
- Change in Specimen Signature
- Change in Bank Details
- Change in any KYC details.
To update or change any of your KYC details, you are requested to submit the KYC Updation form along with requisite attachments. Please refer to the section KYC Updation by Physical Shareholders. (Note: Link to be given here).
In case the shares are held in Demat form then the shareholder is required to approach their respective Depository Participants for any change in the particulars of the demat account instead of submitting any documents with the Company/ STA.
It has come to the attention of Nayara Energy Limited that certain persons and / or entities have been circulating communications soliciting offer to purchase /deal in the shares of Nayara Energy Limited while such shares are unlisted.
In this regard, it should specifically be noted that such communications have not been directly or indirectly solicited or prompted by Nayara Energy Limited. The Company has no relationship and has not authorised any persons and/or entities, nor does it endorse communications of such nature in any manner whatsoever.
Any offer or solicitation pursuant to such communications by such person/entities should be carefully evaluated with respect to their legality (including but not limited to the provisions of the Companies Act, 2013 and the rules thereunder) as well as the risks involved in the same. It should be specifically noted that any person who chooses to participate in any transaction pursuant to such communications (whether as buyer or seller), does so entirely at their own risk.
Debenture holders Resources
Formats for receiving Non-Convertible Debentures of Nayara Energy Limited by erstwhile resident public shareholders of Vadinar Oil Terminal Limited holding shares in physical mode
ISIN No. of 8% Non-Convertible Debentures: INE011A07107
Pursuant to the Scheme of Amalgamation (“Scheme”) of Vadinar Oil Terminal Limited (“VOTL”) with Nayara Energy Limited (“Nayara”) approved vide order dated November 13, 2020 by the National Company Law Tribunal, Ahmedabad, Nayara had issued Secured, Rated, Unlisted, Non-Convertible Debentures of Rs. 350 each (“NCDs”) on December 16, 2020 to the resident public shareholders of VOTL holding VOTL shares as on the record date of December 14, 2020. NCDs have been issued in the ratio of 1 (one) NCD for every equity share held by the shareholder in VOTL.
The NCDs are due for maturity on December 15, 2025. These NCDs carry a coupon rate of 8% and the Company makes payment of interest at the coupon rate annually on the said NCDs on December 15 each year for the term of the NCDs up to December 15, 2025.
The shareholders of VOTL holding shares in demat mode as on Record Date of the Scheme, have been issued NCDs in electronic form. However, in accordance with the provisions of the Applicable Law which prohibit issuance of securities in physical form, 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.
If required, you may also submit request for transmission / transposition / name change etc. in respect of physically held shares of VOTL in the format “Format of application for transmission/ transposition/ name change of Trust Debentures”.
The Company has been paying annual interest at the rate of 8% on NCDs on December 15 of each year since December 15, 2021 to the resident NCD holders or resident public shareholder.
In order to avail payout of any unclaimed interest amount paid by the Company in the year 2021, 2022, 2023 or 2024 and future interest and principal payout by the Company, you are requested to send duly signed request letter along with details as stated in “Form for Updating of KYC Records” with a self-attested copy of cancelled original cheque to our Share Transfer Agents, M/s MUFG Intime India Pvt Limited at the address given below:
Unit: Nayara Energy Limited,
C-101, 247 Park, L.B.S. Marg, Vikhroli (West),
Mumbai - 400083
Tel: +91-22-49186000, Fax: +91-22-49186060,
Email: rnt.helpdesk@linkintime.co.in
As per the applicable provisions of the Companies Act, 2013, any interest amount, remaining unclaimed for a period of 7 years from the date of payment, is required to be transferred to IEPF Account.
Corporate Governance and Policies
Major terms and conditions of appointment of Independent Directors of Nayara Energy Limited
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:
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Subject to the provisions of the Act, the directors shall act in accordance with the Articles of Association of the company
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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.
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Directors shall exercise duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
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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.
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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.
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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.
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Undertake appropriate induction and regularly update and refresh their skills, knowledge and familiarity with the Company.
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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.
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Strive to attend all meetings of the Board of Directors and of the Board committees of which they are a member
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Participate constructively and actively in the committees of the Board in which they are chairpersons or members
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Strive to attend the general meetings of the Company
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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.
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Keep themselves well informed about the Company and the external environment in which it operates.
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Not to unfairly obstruct the functioning of an otherwise proper Board or Committee of the Board.
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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.
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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.
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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.
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Report concerns about unethical behaviour, actual or suspected fraud or violation of the company’s code of conduct.
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Acting within their authority, assist in protecting the legitimate interests of the Company, shareholders and its employees.
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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.
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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.
Policy for appointment and remuneration of Directors
Regulatory Filings
Investor Education and Protection Fund of Nayara Energy Limited
Contact Us (For Investors)
Company Secretary (Nodal Officer for IEPF)
Bandra Kurla Complex, Bandra East,
Mumbai – 400051
Maharashtra, India
Share Transfer Agent
C-101,247 Park, LBS Marg
Vikhroli (West), Mumbai 400 083
Designated official responsible for assisting and handling investor grievances
Bandra Kurla Complex, Bandra East,
Mumbai – 400051
Maharashtra, India
Debenture Trustee
29 Senapati Bapat Marg,
Dadar-West,
Mumbai-400028
