IFGL Refractories Limited — AGM Information 2021

Aug 7, 2021

y � � �FRACTORIES LIMITE [o

Head & Corporate Office

3, Netaji Subhas Road, Kolkata - 700 001, India Phone: +913340106100, Fax: +913322430886 E-mail : ifgl.ho@ifgl.in, Websites : www.ifglref.com

7[th ] August, 202 I

National Stock Exchange of India Ltd 'Exchange Plaza', C-1, Block - G Bandra - Kurla Complex Bandra (E), Mumbai 400 05 I Code : IFGLEXPOR

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 00 I Code: 540774

Dear Sirs,

Re: Disclosure under Regulation 30(2) read with Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

Kindly be informed that 14[th ] Annual General Meeting (AGM) of the Members of the Company was held today i.e. Saturday,[7][1h ] August, 2021 at 11 AM through Video Conferencing (VC)/O ther Audio Video Means (OAVM).

At the outset, members were informed about demise of Managing Director of the Company, Mr Pradeep Bajoria on 18[1h ] July, 2021 in New York (19[th ] July, 2021 04:24 IST).

Members were informed thatAGM is held through VC/O AVM following Instructions/Guidelines issued by MCA and SEBI and that those Members, who have not casted their votes prior to commencement of AGM following remote e-voting facility extended by the Company through platform of National Securities Depository Limited, may still vote on resolutions proposed within maximum of 15 minutes from close of theAGM.

Executive Chairman of the Company, Mr SK Bajoria chaired the meeting and called the meeting to order as requisite Quorum was present. Respectful homage was extended to Company's Managing Director, Mr Pradeep Bajoria and all present observed silence for one minute in his memory. Presence of Directors including Non-executive Independent Directors, Mr D G Rajan and Mr Debal Kumar Banerji, being Chairman of Audit Committee and Stakeholders Relationship Committee respectively, Statutory Auditors, Secretarial Auditors of the Company, was recorded.

With consent of the Members present, Notice (including Addendum) of AGM and Annual Report were taken as read. Members were informed that Repo1ts of the Statutory Auditors as well as Secretarial Auditors of the Company for financial year ended on 31[51 ] March, 2021 does not contain qualifications and/or adverse remarks or disclaimers except few Emphasis of Matters. These were also taken as read with

==> picture [87 x 74] intentionally omitted <==

==> picture [98 x 41] intentionally omitted <==

==> picture [34 x 37] intentionally omitted <==

Formerly known as IFGL EXPORTS LIMITED Registered Office & Kolungo Works Seclor 'B', Kolungo lndustriol Estate P.O. Kolungo · 770 031, Dist. Sundergorh, Odisho, Indio Phone: +91 661 2660195, Fox: +91 661 2660173 E-mail: ifgl.works@ifgl.in, CIN: L51909OR2007PLC027954

h ofmann l( Ci:=tflmiC OMOH

3/s

==> picture [190 x 36] intentionally omitted <==

----- Start of picture text -----

� -
� REFRACTORIES LIMITED
----- End of picture text -----

consent of the Members

Chairman, Mr S K Bajoria addressed the Members. Amongst others he informed that trial production at Company's green field manufacturing facility at Visakhapatnam (India) has started and commercial production will commence soon.

Members were informed that Register of Directors and Key Managerial Personnel and their shareholding and Register of Contracts or Arrangements in which Directors are interested are available for inspection electronically. It was mentioned that at the AGM, passing of following seven resolutions mentioned in Notice of AGM are to be considered by the Members. Since all resolutions have already been put to vote through Remote e-Voting, they are not required to be proposed or seconded.

through Remote e-Voting, they are not required to be proposed or seconded.	through Remote e-Voting, they are not required to be proposed or seconded.	through Remote e-Voting, they are not required to be proposed or seconded.
~~s~~ Resolution Type of Resolution No. Ordinary Business I. Adoption of both Standalone and Consolidated Audited FinancialOrdinary Resolution Statements of the Company fr year ended 3 1st March, 2021, Reports of the Board of Directors and Auditors thereon.
2.	Approval fr payment of Final Dividend@40% (Rs 4) per EquityOrdinary Resolution Share together with one time Special Dividend @ 60% (Rs 6) per Equity Share recommended by the Board of Directors fr Financial Year 2020-21.
3.	Re-appointment of Mr Kamal Sarda (DIN : 03151258), fr frther period liable to retire by rotation.	Ordinary Resolution
SpecialBusiness
4. 5.	Appointment ofMrYuji Yamaguchi (DIN: 09047766) as a Director of the Company liable to retire by rotation. RatifcationofCost Auditors' remuneration for FY 2021-22.	Ordinary Resolution OrdinaryResolution
6.	Entering into transactions with related parties pursuant to Section 188 of the Act read with Companies (Meetings of Board and its Powers)Rules,2014	Ordinary Resolution
7.	Scheme for Reduction of Capital fr utilising balance lying in Securities Premium Account as on IstApril, 2021 to write of and or adjust unamortised balance of Goodwill as on that date of Rs 13,349.71 lacs	Special Resolution

Members were informed that the Company has appointed Mr S M Gupta, Partner of S M Gupta & Co. Company Secretaries (Membership No. FCS 896, CP No. 2053) as a Scrutinizer, who is also present at the AGM, for the purpose of scrutinizing the process of remote e-voting and e-voting at AGM in fair and transparent manner.

Thereafter three Members who had registered, spoke. Chairman responded to their observations and or comments.

The Chairman informed the Members that he is authorizing the Scrutinizer, Mr S M Gupta to furnish his Report on voting results to the Company Secretary of the Company, Mr Rajesh Agarwal for and on his

==> picture [86 x 71] intentionally omitted <==

==> picture [34 x 36] intentionally omitted <==

Formerly known as IFGL EXPORTS LIMITED Registered Office & Kalunga Works : Sector 'B', Kalunga Industrial Estate P.O. Kalunga • 770 031, Dist. Sundergarh, Odisha, India h ofrna n n Phone: +91 661 2660195, Fax: +91 661 2660173 E-mail : ifgl.works@ifgl.in, CIN : l51909OR2007PLC027954 [MO][N] ~~�~~ [{][C][O][N] )( Ci: =IFI mi GMOH C

3/3

~~�~~ - ~~-�~~ REFRACTORIES LIMITED

behalf within maximum of two working days of conclusion of this AGM. He said that he has also authorized Mr Agarwal to forward voting results along with Scrutinizer's Report to the Stock Exchanges and also upload those on the website of the Company viz www.ifglref.com and on that ofNSDL.

The Chairman mentioned that each of resolutions shall be deemed to be passed at the AGM subject to receipt of requisite number of votes. There being no other business, the Chairman said that meeting stand concluded. Time at this juncture was 11.43 AM

Recording of AGM is being hosted on Company's website www.ifglref.com under Investor Relations Section -Annual General Meeting.

Thanking you,

Yours faithfully, For IFGL Refractories Ltd.

· � �

(RAgarwal) Company Secreta1y

h ofma n n ,« iC Ci:=IFI rn GMBH

==> picture [35 x 37] intentionally omitted <==

Formerly known os IFGL EXPORTS LIMITED Registered Office & Kalunga Works : Sector 'B', Kolungo Industrial Esto le P.O. Kolungo · 770 031, Dist. Sundergorh, Odisho, Indio Phone: +91 661 2660195, Fox: +91 661 2660173 E-mail: ilgl.works@ilgl.in, CIN: L51909OR2007PLC027954 [MONi][CO][N]

~~�~~