IFGL Refractories Limited — Proxy Solicitation & Information Statement 2022

Dec 12, 2022

==> picture [121 x 68] intentionally omitted <==

12th December, 2022

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 400 001 Code: 540774

Dear Sirs,

Re: Disclosure under Regulations 30 and 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Please find enclosed herewith copies of Notice published in newspapers, Business Standard (all Editions) and Odiya Newspaper, Pratidin on Monday, 12th December, 2022 pursuant to provisions of Sections I 08, 110 of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) rom time to time in connection with Rules, 2014 and Circulars issued by Ministry of Corporate Affairs f Postal Ballot Notice issued by the Company. Copies of said publication are also being hosted on Company's Website: www.ifglref.com.

Thanking you,

Yours faithfully, For TFGL Refractories Ltd.

� 2 ansi Damani) Company Secretary Email : mansi.damani@ifgl.in

Encl : as above

IFGL REFRACTORIES LIMITED

www.ifglref.com

---

Registered Office: Sector B, Kalunga Industrial Estate P.O. Kalunga, Dist. Sundergarh, Odisha 770 031, India Tel: +91 661 266 0195 I Email: ifgl.works@ifgl.in

Head & Corporate Office: McLeod House 3 Netaji Subhas Road, Kolkata 700 001, India Tel: +91 33 4010 6100 I Email: ifgl.ho@ifgl.in CIN: L51909OR2007PLC027954 - -- -

Kou<ArA I MONDAY, 12 DECEMBER 2022 Business Standard

IFGL REFRACTORIES LIMITED CIN: l519090R2007PLC027954 f�GL Regislered Office: Head & Corporate Office: Sector 'B', Kalunga Industrial Estate Mcleod House, 3, Netaji Subhas Road P.O. Kalunga 770031, Disl Sundergarh, Odisha Kolkala 700001, Tel: +91 33 40106100 Tel: +91 661 2660195 E-mail: ifgl.ho@lfgl.ln; E-moll: lfgl.worb@lfgl.ln lnvestorcomplalnts@ifgl.ln Website: www.ifglref.com NOTICE OF POSTAL BALLOT Members are hereby infomied that pursuant to provisions of Sections 108, 11 O and other applicable provisions, � any, of the Companies Act, 2013 (the Act), Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, read with the General Circular Nos. 14/2020 dated April 8, 2020, 1712020 dated April 13, 2020, 22/2020 dated June 15, 2020, 3312020 dated September 28. 2020, 3912020 dated December 31, 2020, 1012021 dated June 23, 2021, 20/2021 dated December 8, 2021 and 312022 dated May 5, 2022 issued by the Minist,y of Corporate Affairs (MCA Circulars), the Company has today, Saturday, 10th December, 2022 completed dispatch through electronic mode, to all the members whose name appeared on the Register of Members/list of Beneficial Owners as on the Cut-off Date, Friday, 2nd December, 2022 and who have registered their e-mail address with the Depositories I their DeposilOf)' Participant / the Company's Registrar and Share Transfer Agent, Maheshwari Datamatics Pvt Ltd/ the Company, of Postal Ballot Notice (hereon 'Notice') for passing following Spec,al Resolubons by remcte e-voting process. Item No. Description of the Special Resolution

1. Appointment of Mr Gaurav Swarup (DIN: 00374298) as Non-Executive Independent Director for five consecutive vears on and from Wednesdav, 12th October, 2022.

2. Appointment of Ms Anita Gupta (DIN: 09753188) as Non-Executive Independent Directorforfive consecutive vears on and fromWednesdav, 12th October, 2022

3. Appointment of Mr RaJeSh Agarwal (DIN: 09786410) as Director-General Counsel, liable to retire by rotation, for a period of 3 (three) years from 12th November, 2022 to 11th November, 2025, both days inclusive.

Notice Is available on the website of the Companywww.ifglref.com under the 'Investor Relations' section, the relevant section of the website of BSE Limited ("BSE"): www.bselndia.com and National Stock Exchange of India Limited ('NSE"): www.nseindia.com on which the Equity Shares of the Company are listed and on the website of National Securities Depository Limited {NSDL): www.evoting.nsdl.com. In accordance with MCA Circulars mentioned herelnbefore, physical copies of Notice along with Postal Ballot Forms and pre-paid business reply envelopes have not been sent to shareholders. The Company has engaged the services of NSDL for the purpose of providing E-voting facility to all its Members. Members are requested to note that the remote e-Voting facility would be available during the

following period:

Commencementof e-Votingl Tuesdav, 13th December, 202:f/9.00AMl End of e-Votlng J Wednesday, 11th January, 2023 (5.00 PM) Members are requested to record their assent (FOR) or dissent (AGAINST) through the remote e- Voting process nol later than 5.00 PM on Wednesday, 11th January, 2023. Remote e-Voting will be blocked by NSDL immediately thereafter and will not be allowed to vote beyond the said date and time. During this period, Members of the Company holding shares either in physical or electronic fom,, as on the Cut-off Date, i.e. Friday, 2nd December, 2022, shall cast their vote electronically. The voting rights shall also be reckoned on the paid.up value of shares registered In the name(s) of the Member(s) as on the Cut-Off Date. A person who was not a Member as on the Cut-off Date should treat this notice for lnfomiation purpose only. Process for those Members whose E-mail IDs are not registered with the Company/Depositories for procuring User Id and Password and registration of E-mail IDs for e•votlng for the resolutions has been given in Notice. The BoardofDirectors has appointed Mr S M Gupta, Proprietor of Mis SM Gupta & Co., Company Secretaries, (Membership No. FCS 896, CP No. 2053) as Scrutinizer for scrutinizing the e•voting process in a fair and transparent manner. The Scrutin12er will submit his report to the Chairman/the person(s) authorised by the Chalmian of the Company after completion of scrutiny of the e-voting. The results shall be declared on or before Friday, 13th January, 2023 and communicated to BSE, NSE and NSDL and will also be displayed on the Company's website www.ifglref.com. The Resolutions, if pessed by requisite rTU1)ority, shall be deemed to have been passed on the last date specified by the Company for e-votlng that is Wednesday, 11th January, 2023.

In case of any queries, Member(s) may refer to the Frequently Asked Questions (FAQs) for members and e-voting user manual for members available In the download section of https:llw w .evoting.nsdl. com/ or call on the Toll Free No .. 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in or contact Mr. Amit Vishat, Asst. Vice PresidenVMs. Pallavl Mhatre, Senior Manager, NSDL, Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013. By Order of the Board For IFGL Refractories Limited Kolkata Mansi Damani 1 oth December, 2022 Company Secretary J

==> picture [404 x 101] intentionally omitted <==