IFGL Refractories Limited — Proxy Solicitation & Information Statement 2018

Nov 27, 2018

27[th ] November, 2018

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REFRACTORIES LIMITED
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Head & Corporate Office

3, Netaji Subhas Road, Kolkata - 700 001, India Phone : +91 33 40106100, Fax: +91 33 22430886 E-mail: ifgl.ho@ifgl.in, Websites: www.ifglref.com

National Stock Exchange of India Ltd 'Exchange Plaza', C-1, Block- G Bandra - Kurla Complex Bandra (E), Mumbai 400 051 Code: IFGLEXPOR

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

Dear Sirs,

Re: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Further to our letter dated 10[th ] November, 2018 and following provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed copy of Postal Ballot Notice dated 10[tt] • November, 2018, in the process of being sent to the members, for their approval by passing of Special Resolutions pursuant to Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 I 5 for continued holding of office by following Non­ executive Independent Directors till completion of their present term i.e. upto conclusion of I 5[th ] Annual General Meeting of the Company.

a) Mr KSB Sanyal (DIN: 00009497) b) ProfBharati Ray (DIN: 06965340) c) Prof Surendra Munshi (DIN: 03558948) d) Mr D G Rajan (DIN: 00303060)

Thanking you,

Yours faithfully, For IFGL Refractories Ltd.,

�[f] o Company Secretary (R�

Encl : As above

h ofman n iC ,((Ci:=tFl GMBH

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Formerly known as IFGL EXPORTS LIMITED Registered Office & Kalunga Works : Sector 'B', Kalungo Industrial Estate P.O. Kalunga - 770 031, Dist. Sundergarh, Odisha, India Phone: +91 661 2660195, Fax: +91 661 2660173 E-mail : ifgl.works@ifgl.in, CIN : L51909OR2007PLC027954 [MON{] ~~�~~ [CON]

(Formerly known as IFGL Exports Limited) Corporate Iden•fica•on Number (CIN) : L51909OR2007PLC027954

Registered Office : Sector 'B', Kalunga Industrial Estate Head & Corporate Office : McLeod House P.O. Kalunga 770 031, Dist. Sundergarh, Odisha 3, Netaji Subhas Road, Kolkata 700 001 Tel : +91 661 2660195, Fax : +91 661 2660173 Tel : +91 33 40106100, Fax : +91 33 22430886 E-mail : ifgl.works@ifgl.in, investorcomplaints@ifgl.in E-mail : ifgl.ho@ifgl.in

Website : www.ifglref.com

POSTAL BALLOT NOTICE

Pursuant to Sec•on 110 of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administra•on) Rules, 2014

To The Members,

NOTICE is hereby given pursuant to the provisions of Sec•on 110 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with the Companies (Management and Administra•on) Rules, 2014 (“the Rules”) including any statutory modifica•on(s) or re-enactment(s) thereof for the •me being in force, Regula•on 44 of the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015 (“Lis•ng Regula•ons”) and other applicable laws and regula•ons, if any, that the resolu•ons below are proposed to be passed by the members of the Company by Postal Ballot which includes remote vo•ng by electronic means (“E-vo•ng”). The Explanatory Statement pertaining to the proposed resolu•ons se•ng out the material facts concerning each resolu•on and the reasons thereof is annexed hereto with this No•ce for your considera•on.

The Board of Directors in compliance with Rule 22(5) of the Rules has appointed Mr S M Gupta, Prac•cing Company Secretary, as Scru•nizer (“Scru•nizer”) for conduc•ng the Postal Ballot and/or E-vo•ng process in a fair and transparent manner.

Members are requested to carefully read the instruc•ons printed in the Postal Ballot Form and return the same duly completed in the enclosed postage prepaid self-addressed Business Reply Envelope not later than 17:00 hours (IST) on Wednesday, 2nd January 2019. Postage will be borne and paid by the Company. Postal Ballot Form(s), if sent at the expense of the member(s), will also be accepted. The Postal Ballot Form(s) may also be deposited personally at the address given on the Business Reply Envelope. Please note that the Postal Ballot received a•er the said date and •me, will be considered as no reply has been received from the concerned member.

The Company is pleased to offer facility of E-vo•ng as an alternate to its Members to enable them to cast their votes through E-vo•ng instead of returning duly filled Postal Ballot Form. The Members holding equity shares of the Company are requested to follow the procedure as stated in the notes and instruc•ons for cas•ng of votes by E-vo•ng. The Members holding equity shares of the Company as on the Record Date/Cut-off Date have both op•ons of vo•ng i.e. by E-vo•ng or through Postal Ballot Form.

For the purpose of E-vo•ng, the Company has engaged the services of Na•onal Securi•es Depository Limited (“NSDL”). In case a member votes through E-vo•ng facility as well as send his/her vote through submission of Postal Ballot Form, the vote cast through E-vo•ng shall only be considered and the vo•ng through submission of Postal Ballot Form shall not be considered by the Scru•nizer.

The Scru•nizer will submit his report to the Chairman of the Company (“the Chairman”) or to any other person authorized by the Chairman a•er the comple•on of the scru•ny of the Postal Ballots (including E-vo•ng) for declara•on of results. The result of the Postal Ballot shall be declared on or before Friday, 4th January 2019 and communicated to the stock exchanges, depository(ies), registrar and share transfer agents and shall also be displayed on the Company’s website viz www.ifglref.com and the website of E-vo•ng agency viz h•ps://www.evo•ng.nsdl.com/

SPECIAL BUSINESS :

1. To consider and if thought fit, to pass with or without modifica•on(s), following resolu•on as a Special Resolu•on :

2. “RESOLVED that in accordance with provisions of the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, amended to date, consent be and is hereby accorded for Mr D G Rajan (DIN : 00303060) to con•nue as Non-execu•ve Independent Director of the Company •ll comple•on of his present term i.e. upto conclusion of 15th Annual General Mee•ng of the Company.”

3. To consider and if thought fit, to pass with or without modifica•on(s), following resolu•on as a Special Resolu•on :

4. “RESOLVED that in accordance with provisions of the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, amended to date, consent be and is hereby accorded for Mr K S B Sanyal (DIN : 00009497) to con•nue as Non-execu•ve Independent Director of the Company •ll comple•on of his present term i.e. upto conclusion of 15th Annual General Mee•ng of the Company.”

5. To consider and if thought fit, to pass with or without modifica•on(s), following resolu•on as a Special Resolu•on :

6. “RESOLVED that in accordance with provisions of the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, amended to date, consent be and is hereby accorded for Prof Bhara• Ray (DIN: 06965340) to con•nue as Non-execu•ve Independent Director of the Company •ll comple•on of her present term i.e. upto conclusion of 15th Annual General Mee•ng of the Company.”

7. To consider and if thought fit, to pass with or without modifica•on(s), following resolu•on as a Special Resolu•on :

8. “RESOLVED that in accordance with provisions of the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, amended to date, consent be and is hereby accorded for Prof Surendra Munshi (DIN : 03558948) to con•nue as Nonexecu•ve Independent Director of the Company •ll comple•on of his present term i.e. upto conclusion of 15th Annual General Mee•ng of the Company, notwithstanding that he will a•ain the age of 75 years on 1st July 2019.”

Kolkata 10th November 2018

By Order of the Board For IFGL Refractories Limited R Agarwal Company Secretary Membership No. FCS 2825

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Notes :

1. Explanatory Statement pertaining to proposed Special Resolu•ons se•ng out material facts concerning resolu•ons and reasons thereof following provisions of Sec•on 102 read with Sec•on 110 of the Companies Act, 2013 is appearing hereina•er.

2. Friday, 23rd November 2018 has been fixed as the ‘Record Date/Cut Off Date’ for determining shareholders en•tled to vote on the proposed Special Resolu•ons. Accordingly, Postal Ballot No•ce will be sent to the Members whose names will appear on the Register of Members/List of Beneficial Owners as received from the Na•onal Securi•es Depository Limited (NSDL) and Central Depository Services (India) Limited as on that date. Postal Ballot No•ce will be sent to Members in electronic form to the e-mail addresses registered with their Depository Par•cipants (in case of electronic shareholding)/the Company’s Registrar and Share Transfer Agent (in case of physical shareholding) Maheshwari Datama•cs Private Limited of 23, R. N. Mukherjee Road, 5th Floor, Kolkata - 700 001. For Members whose, e-mail IDs are not registered, physical copies of the Postal Ballot No•ce will be sent by permi•ed mode along with a postage prepaid self-addressed Business Reply Envelope. Aforesaid is in line with the ‘Green Ini•a•ve in the Corporate Governance’ launched by the Ministry of Corporate Affairs.

3. Members whose names will appear on the Register of Members/List of Beneficial Owners as on ‘Record Date/Cut Off Date’ i.e. Friday, 23rd November 2018, will only be considered for the purpose of vo•ng.

4. In case a Member is desirous of obtaining a printed Postal Ballot Form or a duplicate, he or she may send an e-mail to investorcomplaints@ifgl.in or mdpldc@yahoo.com. The Registrar and Share Transfer Agent/Company shall forward the same along with postage prepaid self-addressed Business Reply Envelope to the Member.

5. All the material documents referred to in the Explanatory Statement will be available for inspec•on at the Registered Office of the Company during office hours on all working days, except Staurdays un•l the last date for receipt of votes by Postal Ballot/E-vo•ng i.e. Wednesday, 2nd January 2019.

6. In compliance with Regula•on 44 of the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons 2015 and Sec•on 108 and Sec•on 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company has engaged the services of NSDL for the purpose of providing E-vo•ng facility to all its Members.

7. Resolu•ons passed by the Members through Postal Ballot will be deemed to have been passed as if they have been passed at a General Mee•ng of the Members.

8. Vo•ng rights of the members shall be in propor•on to the paid up value of their shares in the equity capital of the Company as on the Record Date/Cut-off Date, being Friday, 23rd November 2018.

9. The date of declara•on of the results of the Postal Ballot shall be the date on which the resolu•ons will be deemed to have been passed by the Members, if approved by requisite majority.

10. Members vo•ng through Postal Ballot are requested to carefully read the instruc•ons printed on the Postal Ballot Form before exercising their vote.

11. In case of any grievances connected with the vo•ng by Postal Ballot, please contact either the Registrar and Share Transfer Agent or the Company.

12. The instruc!ons for E-vo!ng are as follows :

• Step 1 : Login to NSDL’s e-vo•ng system at h•ps://www.evo•ng.nsdl.com/

• Step 2 : Cast your vote electronically on NSDL e-vo•ng system.

Details on Step 1 is men!oned below :

• How to Login to the NSDL e-vo•ng website?

• Visit the e-vo•ng website of NSDL by opening your web browser and typing the following URL either on a desktop computer/laptop or on a mobile : h•ps://www.evo•ng.nsdl.com/

• Once the homepage of the e-vo•ng system is launched, click on the icon, ‘Login’, which is available under ‘Shareholders’ sec•on.

• A new screen will open. You will have to enter your User ID, your Password and a Verifica•on Code as shown on the screen.

• Alterna•vely, If you are registered for NSDL e-services i.e. IDEAS, you can login at h•ps://eservices.nsdl.com/ with your exis•ng IDEAS Login details. Once you log in to NSDL e-services using your Login creden•als, click on ‘e-vo•ng’ and proceed to Step 2, i.e. cast your vote electronically.

• Your User ID details are given below :

4. Your User ID details are given below :
Manner of holding shares, i.e. Demat (NSDL or CDSL) or Physical	Your User ID is :
a) For members who hold shares in demat account with NSDL.	8 character DP ID followed by 8 digit Client ID For example, if your DP ID is IN300 and Client ID is 12 then your User ID is IN30012**
b) For members who hold shares in demat account with CDSL.	16 digit Benefciary ID For example, if your Benefciary ID is 12** then your User ID is 12**
c) For members holding shares in physical form.	EVEN, followed by Folio Number registered with the Company For example, if your EVEN is 101456 and Folio Number is 001 then your User ID is 101456001

1. Your password details are given below :

2. a. If you are already registered for e-vo•ng, then you can use your exis•ng password to Login and cast your vote.

3. b. If you are using the NSDL e-vo•ng system for the first •me, you will need to use the ‘ini•al password’ which was communicated to you. You need to enter the ‘ini•al password’ and change your password, as prompted by the system.

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• c. How to retrieve your ‘ini•al password’.

  • i) If your e-mail ID is registered in your demat account or with the Company, your ‘ini•al password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you by NSDL from your mailbox. Open the e-mail and open the a•achment (it will be a .pdf file). Open the file. The password to open the file is your 8 digit client ID for your NSDL account or the last 8 digits of your CDSL client ID, or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘ini•al password’.

  • ii) If your e-mail ID is not registered, your ‘ini•al password’ is communicated to you on your postal address.

• If you have not received the ‘ini•al password’ or are unable to retrieve it or have forgo•en your password :

• a. Holding shares in demat accounts with NSDL or CDSL : Click on the ‘Forgot User Details/Password?’ op•on available on h•ps://www.evo•ng.nsdl.com/

• b. Holding shares in physical mode : ‘Physical User Reset Password?’ op•on is also available on h•ps://www.evo•ng.nsdl.com/ c. If you are s•ll unable to get your password following the aforesaid op•ons, you can send a request to evo•ng@nsdl.co.in men•oning your demat account number/folio number, your PAN, your name and your registered address.

• A•er entering your password, agree to the terms and condi•ons by checking the box.

• Next, click on the ‘Login’ bu•on.

• A•er you click on the ‘Login’ bu•on, the homepage of e-vo•ng will open.

Details on Step 2 is men•oned below :

• How to cast your vote electronically on the NSDL e-vo•ng system?

• A•er successfully Login in following Step 1, you will be able to see the e-vo•ng homepage. Click on ‘e-vo•ng’. Then, click on ‘Ac•ve Vo•ng Cycles’.

• Upon clicking on ‘Ac•ve Vo•ng Cycles’, you will be able to see the ‘EVEN’ of all the companies in which you hold shares and whose vo•ng cycles are in ‘ac•ve’ status.

• Select the ‘EVEN’ of the Company for which you wish to cast your vote.

• Now you are on the vo•ng page and ready for e-vo•ng.

• Cast your vote by selec•ng appropriate op•ons, i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’. Also click on ‘Confirm’ when prompted.

• Upon confirma•on, the message, ‘Vote cast successfully’ will be displayed.

• You can also take the printout of the votes cast by you by clicking on the print op•on on the confirma•on page.

• Please remember that you are not allowed to modify your vote once you confirm your vote on a resolu•on.

General guidelines for Members :

1. Ins•tu•onal Shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to send a scanned copy (PDF/JPG format) of the relevant Board Resolu•on/Authority Le•er etc. with a•ested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scru•nizer by e-mail to smguptaandco@yahoo.com with a copy marked to evo•ng@nsdl.co.in

2. It is strongly recommended that you do not share your password with any other person and take utmost care to keep your password confiden•al. Login to the e-vo•ng website will be disabled upon five unsuccessful a•empts to key in the correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or the ‘Physical User Reset Password?’ op•on available on h•ps://www.evo•ng.nsdl.com/ to reset the password.

3. In case of any queries, you may refer to the Frequently Asked Ques•ons (FAQs) for members and the e-vo•ng user manual for members available in the download sec•on of h•ps://www.evo•ng.nsdl.com/ or call on the toll free no. : 1800-222-990 or send a request at evo•ng@nsdl.co.in or contact Pallavi Mhatre, Assistant Manager, NSDL, Trade World, ‘A’ Wing, 4th Floor, Kamala Mills Compound, Senapa• Bapat Marg, Lower Parel, Mumbai - 400 013.

4. The E-vo•ng period will commence on Tuesday, 4th December 2018 (9:00 hours IST) and end on Wednesday, 2nd January 2019 (17:00 hours IST). During this period, members of the Company holding shares either in physical or dematerialized form, as on the Record Date/ Cut-off Date i.e. Friday, 23rd November 2018, may cast their vote electronically. The e-vo•ng module shall be disabled by NSDL for vo•ng therea•er i.e. a•er Wednesday, 2nd January 2019. A member will not be allowed to vote again on any resolu•on on which a vote has already been cast.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

Mr D G Rajan was appointed as a Non-execu•ve Independent Director of the Company for a period of five consecu•ve years with effect from Saturday, 23rd December 2017 at 10th Annual General Mee•ng of the Members, to hold office upto conclusion of 15th Annual General Mee•ng of Members of the Company.

In terms of amendments recently made to the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, consent of the Members by way of a Special Resolu•on is required for con•nua•on of a Non-execu•ve Director of the Company beyond the age of 75 years. Mr Rajan a•ained the age of 75 years on 9th January 2016, his date of birth being 10th January 1941. Nomina•on and Remunera•on Commi•ee (the Commi•ee) and the Board of Directors (the Board) of the Company, in order to have con•nued counsel and advice of Mr Rajan, have recommended that he con•nues to be a Non-execu•ve Independent Director of the Company •ll comple•on of his on-going term of appointment

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already approved by the Members and proposed Special Resolu•on is for this purpose, without any change and/or amendment in terms and condi•ons of his appointment.

Your Board commends passing of proposed Special Resolu•on.

Mr Rajan and his rela•ves (to the extent of their shareholding interest, if any, in the Company) are interested in the proposed Special Resolu•on. None of the other Directors/Key Managerial Personnel of the Company and their rela•ves are, in any way concerned or interested, financially or otherwise, in said Special Resolu•on.

Item No. 2

Mr K S B Sanyal was appointed as a Non-execu•ve Independent Director of the Company for a period of five consecu•ve years with effect from Saturday, 23rd December 2017 at 10th Annual General Mee•ng of the Members, to hold office upto conclusion of 15th Annual General Mee•ng of Members of the Company.

In terms of amendments recently made to the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, consent of the Members by way of a Special Resolu•on is required for con•nua•on of a Non-execu•ve Director of the Company beyond the age of 75 years. Mr Sanyal a#ained the age of 75 years on 30th November 2007, his date of birth being 1st December 1932. Nomina•on and Remunera•on Commi#ee (the Commi#ee) and the Board of Directors (the Board) of the Company, in order to have con•nued counsel and advice of Mr Sanyal, have recommended that he con•nues to be a Non-execu•ve Independent Director of the Company •ll comple•on of his on-going term of appointment already approved by the Members and proposed Special Resolu•on is for this purpose without any change and/or amendment in terms and condi•ons of his appointment.

Your Board commends passing of proposed Special Resolu•on.

Mr Sanyal and his rela•ves (to the extent of their shareholding interest, if any, in the Company) are interested in the proposed Special Resolu•on. None of the other Directors/Key Managerial Personnel of the Company and their rela•ves are, in any way concerned or interested, financially or otherwise, in said Special Resolu•on.

Item No. 3

Prof Bhara• Ray was appointed as a Non-execu•ve Independent Director of the Company for a period of five consecu•ve years with effect from Saturday, 23rd December 2017 at 10th Annual General Mee•ng of the Members, to hold office upto conclusion of 15th Annual General Mee•ng of Members of the Company.

In terms of amendments recently made to the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, consent of the Members by way of a Special Resolu•on is required for con•nua•on of a Non-execu•ve Director of the Company beyond the age of 75 years. Prof Ray a#ained the age of 75 years on 25th July 2009, her date of birth being 26th July 1934. Nomina•on and Remunera•on Commi#ee (the Commi#ee) and the Board of Directors (the Board) of the Company, in order to have con•nued counsel and advice of Prof Ray, have recommended that she con•nues to be a Non-execu•ve Independent Director of the Company •ll comple•on of her on-going term of appointment already approved by the Members and proposed Special Resolu•on is for this purpose, without any change and/or amendment in terms and condi•ons of her appointment.

Your Board commends passing of proposed Special Resolu•on.

Prof Ray and her rela•ves (to the extent of their shareholding interest, if any, in the Company) are interested in the proposed Special Resolu•on. None of the other Directors/Key Managerial Personnel of the Company and their rela•ves are, in any way concerned or interested, financially or otherwise, in said Special Resolu•on.

Item No. 4

Prof Surendra Munshi was appointed as a Non-execu•ve Independent Director of the Company for a period of five consecu•ve years with effect from Saturday, 23rd December 2017 at 10th Annual General Mee•ng of the Members, to hold office upto conclusion of 15th Annual General Mee•ng of Members of the Company.

In terms of amendments recently made to the Securi•es and Exchange Board of India (Lis•ng Obliga•ons and Disclosure Requirements) Regula•ons, 2015, consent of the Members by way of a Special Resolu•on is required for con•nua•on of a Non-execu•ve Director of the Company beyond the age of 75 years. Prof Munshi will a#ain the age of 75 years on 1st July 2019, his date of birth being 2nd July 1944. Nomina•on and Remunera•on Commi#ee (the Commi#ee) and the Board of Directors (the Board) of the Company, in order to have con•nued counsel and advice of Prof Munshi, have recommended that he con•nues to be a Non-execu•ve Independent Director of the Company •ll comple•on of his on-going term of appointment already approved by the Members and proposed Special Resolu•on is for this purpose, without any change and/or amendment in terms and condi•ons of his appointment.

Your Board commends passing of proposed Special Resolu•on.

Prof Munshi and his rela•ves (to the extent of their shareholding interest, if any, in the Company) are interested in the proposed Special Resolu•on. None of the other Directors/Key Managerial Personnel of the Company and their rela•ves are, in any way concerned or interested, financially or otherwise, in said Special Resolu•on.

Kolkata 10th November 2018

By Order of the Board For IFGL Refractories Limited R Agarwal Company Secretary Membership No. FCS 2825

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(Formerly known as IFGL Exports Limited) Corporate Identification Number (CIN) : L51909OR2007PLC027954

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POSTAL BALLOT FORM

(Pursuant to applicable provisions of the Companies Act, 2013 and allied Rules thereunder)

Postal Ballot No. : 1. Name of Shareholder(s) : including joint holders, if any 2. Registered address of : the Sole/First named Shareholder 3. DP ID No. & Client ID : No. /Registered Folio No. (applicable to Share- holder(s) holding shares in dematerialized form) 4. Number of shares held : 5. I/We hereby exercise my/our vote in respect of the following Resolution(s) to be passed through Postal Ballot for the business stated in the Notice of the Company dated 10th November 2018 by conveying my/our assent (FOR) or dissent (AGAINST) to the saidResolution(s) by placing the tick()markat the appropriate boxbelow :	Postal Ballot No. : 1. Name of Shareholder(s) : including joint holders, if any 2. Registered address of : the Sole/First named Shareholder 3. DP ID No. & Client ID : No. /Registered Folio No. (applicable to Share- holder(s) holding shares in dematerialized form) 4. Number of shares held : 5. I/We hereby exercise my/our vote in respect of the following Resolution(s) to be passed through Postal Ballot for the business stated in the Notice of the Company dated 10th November 2018 by conveying my/our assent (FOR) or dissent (AGAINST) to the saidResolution(s) by placing the tick()markat the appropriate boxbelow :	Postal Ballot No. : 1. Name of Shareholder(s) : including joint holders, if any 2. Registered address of : the Sole/First named Shareholder 3. DP ID No. & Client ID : No. /Registered Folio No. (applicable to Share- holder(s) holding shares in dematerialized form) 4. Number of shares held : 5. I/We hereby exercise my/our vote in respect of the following Resolution(s) to be passed through Postal Ballot for the business stated in the Notice of the Company dated 10th November 2018 by conveying my/our assent (FOR) or dissent (AGAINST) to the saidResolution(s) by placing the tick()markat the appropriate boxbelow :	Postal Ballot No. : 1. Name of Shareholder(s) : including joint holders, if any 2. Registered address of : the Sole/First named Shareholder 3. DP ID No. & Client ID : No. /Registered Folio No. (applicable to Share- holder(s) holding shares in dematerialized form) 4. Number of shares held : 5. I/We hereby exercise my/our vote in respect of the following Resolution(s) to be passed through Postal Ballot for the business stated in the Notice of the Company dated 10th November 2018 by conveying my/our assent (FOR) or dissent (AGAINST) to the saidResolution(s) by placing the tick()markat the appropriate boxbelow :
Sl. No.	Description	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
1.	Special Resolution Approval for continuation of Directorship of Mr D G Rajan (DIN : 00303060) as a Non-executive Independent Director of the Company till completion of his present term i.e. upto conclusion of 15thAnnual General Meeting of the Company.
2.	Special Resolution Approval for continuation of Directorship of Mr K S B Sanyal (DIN : 00009497) as a Non-executive Independent Director of the Company till completion of his present term i.e. upto conclusion of 15thAnnual General Meeting of the Company.
3.	Special Resolution Approval for continuation of Directorship of Prof Bharati Ray (DIN : 06965340) as a Non-executive Independent Director of the Company till completion of her present term i.e. upto conclusion of 15thAnnual General Meeting of the Company.
4.	Special Resolution Approval for continuation of Directorship of Prof Surendra Munshi (DIN : 03558948) as a Non-executive Independent Director of the Company till completion of his present term i.e. upto conclusion of 15thAnnual General Meeting of the Company.

Place: Date:

Signature of the Shareholder

Notes :

1. Please read the instructions carefully printed overleaf before exercising the vote.

2. Last date for receipt of Postal Ballot Form by the Scrutinizer is Wednesday, 2nd January 2019.

ELECTRONIC VOTING PARTICULARS

EVEN	User ID	Password
110254

Registered Office : Sector 'B', Kalunga Industrial Estate P.O. Kalunga 770 031, Dist. Sundergarh, Odisha Tel : +91 661 2660195, Fax : +91 661 2660173 E-mail : ifgl.works@ifgl.in, investorcomplaints@ifgl.in

Head & Corporate Office : McLeod House

3, Netaji Subhas Road, Kolkata 700 001 Tel : +91 33 40106100, Fax : +91 33 22430886 E-mail : ifgl.ho@ifgl.in

Website : www.ifglref.com

NOTES/INSTRUCTIONS

• a. Shareholders desiring to exercise vote by Postal Ballot should complete and sign this Postal Ballot Form and send it to the Scrutinizer, Mr. S M Gupta, Practicing Company Secretary (Membership No. FCS 896, CP No. 2053) in the enclosed postage prepaid self-addressed Business Reply Envelope. Postal Ballot Form deposited in person or sent by post or courier at the expense of the Member will also be accepted.

• b. This Form should be completed and signed by the Shareholder (as per the specimen signature registered with the Company or furnished by NSDL/CDSL to the Company, in respect of shares held in the physical form or dematerialized form respectively) by the first named Shareholder and in his/her absence, by the next named Shareholder (if any). Unsigned Postal Ballot Form will be considered invalid.

• c. In case of shares held by Companies, Trusts, Societies etc duly completed Postal Ballot Form should be accompanied by a certified copy of the Board Resolution/Authorisation giving requisite authority to the person voting on the Postal Ballot Form.

• d. There will be only one Postal Ballot Form for every Folio/Client ID irrespective of the number of Joint Shareholders.

• e. In case of joint holding, this Postal Ballot Form should be completed and signed by the first named Member and in his/her absence by the next named Member.

• f. Assent must be accorded by placing a tick (  ) mark in the column ‘I/We assent to the Resolution (FOR)’ or dissent must be accorded by placing a tick (  ) mark in the column ‘I/We dissent to the Resolution (AGAINST)’.

• g. Voting right shall be reckoned on the paid-up value of Shares registered in the name of the Shareholder(s) as on Friday, 23rd November 2018 i.e. ‘Record Date/Cut-off Date’ for dispatch of Postal Ballot Notice.

• h. Unsigned, incomplete, incorrect, torn or mutilated or defective Postal Ballot Form will be rejected. The Scrutinizer’s decision in this regard shall be final and binding.

• i. Shareholders seeking duplicate Postal Ballot Form can send an e-mail to investorcomplaints@ifgl.in or mdpldc@yahoo.com. However, the duly filled in Duplicate Postal Ballot Form should reach the Scrutinizer not later than Wednesday, 2nd January 2019.

• j. Shareholders are requested not to send any other paper along with this Postal Ballot Form in the enclosed postage prepaid selfaddressed Business Reply Envelope. They are also requested not to write anything on the Postal Ballot Form. No other Form or photocopy of the Form will be accepted.

• k. Duly Completed Postal Ballot Form, as stated above, should reach the Scrutinizer latest by the end of Wednesday, 2nd January 2019. Postal Ballot Form received after this date will be considered invalid.

• l. Voting by Postal Ballot can not be exercised by a Proxy.

• m. The Company is pleased to offer E-voting facility as an alternate, for all the Shareholders of the Company to enable them to cast their votes electronically instead of dispatching Postal Ballot Form. E-voting is optional.