Phone: (033) 4050 5000 $(033)$ 2288 3961 Fax

Ref: KIL:SEC:27:2020-21 Date:04/09/2020

To	To
Listing Compliance,	Dept of Corporate Services
National Stock Exchange India Limited,	BSE Ltd. (Bombay Stock Exchange)
Exchange Plaza, C-1, Block-G,	Floor 25, F.J.Towers, Dalal Street,
Bandra Kurla Complex, Bandra-(East).	Mumbay-400001
Mumbai-400051
NSE Symbol: KHAITANLTD	BSE Security Code: 590068

Sub.: Intimation regarding Book Closure, E-Voting and date of Annual General Meeting (AGM)

Dear Sir,

This is to inform that 83rd Annual General Meeting (AGM) of the company will be held on Wednesday, 30th day of September 2020 at 11:30 am through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM"). Notice of 83rd Annual General Meeting is enclosed herewith.

We hereby inform you that the Register of Members and Share Transfer Book of the company will remain closed from Thursday, 24th September 2020 to Wednesday, 30th September 2020 (both days inclusive) for the purpose of 83rd Annual General Meeting of the company.

Further, we pleased to inform you that company is offering e-voting facility to the shareholders which would enable them to cast their vote electronically. This facility is being provided through CDSL e-voting platform. Please note that the e-voting period starts from Sunday, 27th September 2020 at 9:00 a.m. 1ST and ends on Tuesday, 29th September 2020 at 5:00 p.m. 1ST. Further, Shareholders who has not voted during e-voting periods can vote on date of AGM during the AGM process on the CDSL portal.

Further, we inform you that, Wednesday, 23rd September 2020 is the cut-off date for the purpose of offering e-Voting facility to our members in respect of the businesses to be transacted at the 83rd Annual General Meeting.

In compliance with the applicable provisions and Circulars, the Notice of the 83rd AGM along with the Annual Report 2019-20 including therein the Audited Financial Statements for the financial year ended 31st March, 2020 together with the Reports of the Board of Directors and Auditors thereon will be sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Registrar & Share Transfer Agents/Depositories.

This is for your information and record please

Thanking You Yours faithfully For KHAITAN (INDIA) LIMITED

Badip Kalder

Pradip Halder Company Secretary and Compliance Officer

Visit us at www.khaitan.com

Regd. Office: 20th Floor, 46C, J. L. Nehru Road, Kolkata-700 071

NOTICE

NOTICE TO THE MEMBERS

Khaitan (India) Limited

ORDINARY BUSINESS:

RESOLVED THAT

SPECIAL BUSINESS

"RESOLVED THAT

"RESOLVED FURTHER THAT

"RESOLVED THAT

"RESOLVED FURTHER THAT

Khaitan (India) Limited Pradip Halder

NOTES:

$\mathbf{1}$ In view of the continuing COVID-19 global pandemic, the Ministry of Corporate Affairs vide its Circular No.20/2020 dated May 05, 2020 read with Circular No.14/2020 dated April 8, 2020 and Circular No.17/2020 dated April 13, 2020 allows conducting of Annual General Meeting of the Company through Video Conferencing (VC) or Other Audio Visual Means (OAVM) without the physical presence of the members for the meeting at a common venue. In terms of the said Circulars and in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the AGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the AGM through VC / OAVM only. The deemed venue for the AGM shall be the Registered Office of the Company. The detailed procedure for participating in the meeting through VC/OAVM is appended herewith and also available at the Company's website www.khaitansugar.in
$2.$ Since the AGM is being conducted through VC/OAVM, the facility for appointment of proxies by the Members will not be available for this AGM and hence, the Proxy Form and Attendance Slip are not annexed to this Notice.
1. Corporate members are requested to send to the Company, a certified copy of the Board Resolution/Power of Attorney authorizing their representative to attend and vote in the AGM through VC/OAVM on its behalf and to vote through remote e-voting. Members of the Company under the category of Institutional Investors are encouraged to attendee and vote at the AGM.
$\overline{\mathbf{4}}$ . The Register of Members and Share Transfer Books will remain closed from Thursday, 24th September, 2020 to Wednesday, 30th, September, 2020 (both days inclusive) on account of the Annual General Meeting.
1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details, relating to Special Business at the meeting, is annexed hereto.
Shareholders are requested to update their Bank account details with their Depository Participant, if they are holding the shares in 6 Demat and RTA in case they are holding the shares in physical. In this connection, the Company has already issued three remainders to all shareholders, who have not updated their PAN and Bank account details of first and sole shareholder of the Company. Once again, the members are advised to update the details with RTA.
$7.$ Further, the Company draws your attention to the notification issued by SEBI dated June 8, 2018 and the press release dated 3rd December 2018 amending Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to the amended provisions, any request for effecting transfer of shares in physical form shall not be processed except in case of transmission or transposition of shares unless the shares are held in demat form. Hence, the Company/ Registrar and Share Transfer Agent would not be in position to accept / process the requests for transfer of shares held in physical form with effect from 01.04.2019. Therefore, the Company advises you to take immediate steps for dematerializing your shareholding in the Company. Holding of shares in dematerialized form offers lots of benefits like enhanced security, case of handling, faster transfers and eliminating be deliveries, In view of the above, in order to ensure that you are able to deal in shares hassle-free, kindly take steps for dematerializing the shares at the earliest.
The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every 8. Participant in Securities market. Members holding Shares in electronic form are, therefore, requested to submit the PAN details to their Depositor Participants with whom they are demat account. Members holding Shares in physical form can submit their PAN details to the Company's Registrar and Shares Transfer Agents.
Pursuant to Section 72 of the Act, Members holding shares in physical form are advised to file nomination in the prescribed Form SH-9. 13 with the Company's RTA. In respect of shares held in electronic/ demat form, the Members may please contact their respective depository participants(s).
$101$ Disclosure pursuant to Regulation 36(3) of SEBI (LODR) Regulations, 2015 and Secretarial Standard -2 (SS-2) with respect to the Directors seeking re-appointment at the forthcoming Annual General Meeting is appended to this Notice.
$111$ In compliance with the aforesaid MCA Circular and SEBI Circular dated May 12, 2020, Notice of the AGM along with the Annual Report 2019-20 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. The Notice calling the AGM and Annual Report has been uploaded on the website of the Company at https://www. khaitansugar.in. The Notice can also be accessed from the website of the Stock Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the VC/OAVM facility, Remote Voting facility and e-voting system during the AGM) i.e. www.evotingindia.com.
$12.$ The Register of Directors' and key Managerial Personnel (KMPs) and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode. Members can send an e-mail requesting for inspection of the Registers.
$13.$ The attendance of the members attending the AGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under section 103 of the Companies Act, 2013.
1. Since the AGM will be held through VC/OAVM, the Route Map is not annexed to this Notice. Voting Through Electronic means Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended) and MCA Circulars dated April 8, 2020, April 13, 2020 and May 05, 2020 the Company shall provide the facility of remote e-voting to its

TES: (cont.)

Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a member using remote e-voting as well as the e-voting system on the date of the AGM through VC or OAVM will be provided by CDSL.

The instructions for members for remote e-voting are as under:

The remote e-voting period begins on Sunday, 27th September 2020 at 9.00 A.M. and ends on Tuesday, 29th September, 2020 at 5.00 P.M. During this period, Members holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Wednesday, 23rd September, 2020 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter.

Shareholders who have already voted prior to the meeting date would not be entitled to vote through e-voting provided during VC / $(i)$ OAVM.
The shareholders should log on to the e-voting website www.evotingindia.com $(ii)$
$(iii)$ Click on "Shareholders" module to cast your votes.
$(iv)$ Now Enter your User ID:

Details	For Members holding shares in Demat Form	For Members holding shares inPhysical Form
Form User ID	For NSDL: 8 Character DP ID followed by 8 Digits Client IDFor CDSL: 16 digits beneficiary ID	Folio Number registered with the Company

$(v)$ Then enter the Captcha Code as displayed and Click on Login.
If you are holding shares in Demat Form and had logged on to www.evotingindia.com and voted on an earlier voting of any Company, $(vi)$ then your existing password is to be used:
(vii) If you are a first time user follow the steps given below:

Details	For Members holding shares in Demat Form	For Members holding shares in Physical Form
	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (applicable for both Demat shareholdersas well as Physical shareholders).
PAN	Shareholders who have not updated their PAN with the Company / Depository Participant are requested to usethe sequence number which is mentioned in the e-mail communication in the PAN field sent by Company / RTA orcontact Company / RTA
DividendBankDetailsor DOB	Enter the Dividend Bank Details or Date of Birth as recorded in your Demat account or in the Company records forthe said Demat account or folio in dd/ mm/yyyy format in order to login.If both the details are not recorded with the Depository or Company, please enter the member id / folio number inthe Dividend Bank details field as mentioned in instruction (v).

(viii) After entering these details appropriately, click on "SUBMIT" tab.
$(ix)$ Members holding shares in physical form will then reach directly the Company selection screen. However, members holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for Resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
$(x)$ For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.
$(xi)$ Click on the relevant Company Name i.e. Khaitan (India) Limited on which you choose to vote.
On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same, the option "YES/NO" for voting. Select the $(xii)$ option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution.
(xiv) After selecting the Resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
(xv) Once you "CONFIRM" your vote on the Resolution, you will not be allowed to modify your vote.
(xvi) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

NOTES: (cont.)

(xvii) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
(xviii) If you are registered for CDSL's EASI/EASIEST e-services, you can login at https://www.cdslindia.com from Login Myeasi using your login credentials. Once you successfully log-in to CDSL's EASI/EASIEST e-services, click on e-Voting option and proceed directly to cast your vote electronically.
(xix) Shareholders can also cast their vote using CDSL's mobile app m-voting available for android based mobiles. The m-voting app can be downloaded from Google Play store, iPhone and windows phone users can download the app from the App Store and the Windows Phone Stores respectively.
(xx) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the "Corporates" module.
- A scanned copy of the Registration Form bearing the stamp and signature of the entity should be e- mailed to helpdesk. $(a)$ [email protected].
- After receiving the login details, a Compliance User should be created using the admin login and password. The Compliance $(b)$ User would be able to link the account(s) for which they wish to vote on. The list of accounts linked in the login should be mailed to helpdesk [email protected] and on approval of the accounts they would be able to cast their vote.
- A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, $(c)$ should be uploaded in PDF format in the system for the scrutinizer to verify the same.
- (d) Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer ([email protected]) and to the RTA ([email protected]), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
(xxi) If you have any queries or issues regarding attending AGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help section or write an email to helpdesk. [email protected]
(xxii) All grievances connected with the facility for voting by electronic means may be addressed to Manager, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk. [email protected] or call 022-23058542/43.

Process for those shareholders whose email addresses are not registered with the depositories for obtaining login credentials for e-voting for the resolutions proposed in this Notice:

For Physical shareholders: Members are requested to directly register their email id/update their PAN by visiting the link of the $11$ Company's Registrar and Share Transfer Agent M/s. Maheshwari Datamatics Pvt Ltd as given below:

Link for email registration - http://mdpl.in/form/email-update

$2.$ For Demat shareholders: Register/Update through respective Depository Participants (DPs) (Any such updation effected by the DPs will automatically reflect in the Company's subsequent records)

Instructions for shareholders attending the AGM through VC / OAVM are as under:

Shareholders will be provided with a facility to attend the AGM through VC / OAVM through the CDSL e-Voting system. Shareholders $11$ may access the same at https:// www.evotingindia.com under shareholders / members login by using the remote e-voting credentials. The link for VC / OAVM will be available in shareholder / members login where the EVSN of Company will be displayed.
$21$ Shareholders are encouraged to join the Meeting through Laptops / Desktop / IPads for better experience.
3 Further, shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
1. Please note that Participants connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio / Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable WiFi or LAN Connection to mitigate any kind of aforesaid glitches.
5 The Members can join the AGM through VC / OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC / OAVM will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
1. Shareholders who would like to express their views / ask questions during the meeting may register themselves as a speaker by sending their request in advance at least 05 days prior to meeting mentioning their name, demat account number / folio number, email

TES: (cont.)

id, mobile number [email protected] The shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 05 days prior to meeting mentioning their name, demat account number/ folio number, email id, mobile number at [email protected] mention the email id of the Company

$7.$ Those shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting.

Instructions for shareholders for e-voting during the AGM are as under:

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for Remote e-voting.
Only those shareholders, who are present in the AGM through VC / OAVM facility and have not cast their vote on the Resolutions through $2.$ remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
$31$ If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC / OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.
1. Shareholders who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

General

The remote e-voting period commences on Sunday, 27th September 2020 at 9.00 A.M. and ends on Tuesday, 29th September 2020 $a)$ at 5.00 P.M. A person whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting as well as voting in the general meeting. The remote e-voting module shall be blocked by CDSL for e-voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.
b) After dispatch of the notice, any person who acquires shares of the Company and becomes member of the Company as on the cutoff date i.e. Wednesday, 23rd September, 2020 may obtain the login ID and password by sending an email to [email protected] or helpdesk, [email protected] by mentioning their Folio No./DP ID and Client ID No. However, if you are already registered with CDSL for remote e-voting, then you can use your existing user ID and password for casting your vote.
The voting rights of a member shall be in proportion to his shares in the paid-up equity share capital of the Company as on the cut-off $\mathsf{c}$ ) date of i.e Wednesday, 23rd September, 2020.
Mr. Amit Choraria, proprietor M/s. Amit Choraria & Co., Chartered Accountants, Membership No. 066838 Kolkata, has been appointed d) as Scrutinizer to scrutinize the voting process (electronically or otherwise) in a fair and transparent manner.
The Scrutinizer shall, immediately after the conclusion of voting in the Annual General Meeting held through VC / OAVM, will first count $e)$ the votes cast in the meeting, and thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days after the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairperson or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.
f) The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.khaitansugar.in website of CDSL www.evotingindia.com and also forward the same to The National Stock Exchange of India Limited simultaneously, where the Company's shares are listed.

ANNEXURE TO NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT. 2013

The following explanatory Statement of pursuant to provision of Section 102 of the Companies Act, 2013 (including any statutory modification(s) thereto or re-enactments(s) thereof for the time being in force), sets out all material facts relating to the business items of the accompanying Notice. ITEM NO: 4

The term of appointment of Mr. Sunay Krishna Khaitan as Whole Time Director, designated as Executive Director expired on 30th September, 2020. The Remuneration Committee after considering Mr. Sunay Krishna Khaitan vast managerial experience has recommended his appointment for further 3 years, i.e. 1st October, 2020 to 30th September, 2023 on the following terms and conditions.

After considering the recommendation of the Remuneration Committee, the Board at its meeting held on August 29, 2020 re-appointed (subject to the approval of shareholders), him as a whole Time Director of the Company for a period of three years commencing October 1, 2020.

The terms and conditions of his appointment are as follows:

А. Term and Termination

a. Subject as hereinafter provided, the Agreement shall remain in force up the 30th September, 2023 i.e. for a period of 3 years from the Date of appointment unless terminated earlier,
b. This appointment can be terminated by either party by three months notice in writing to other.

В. Duties & Powers

The Executive Director shall devote his whole time and attention to the business of the Company perform such duties as may be a. entrusted to him by the Board from time to time and separately communicated to him and exercise such powers as may be assigned to him, subject to the superintendence, control and directions of the Board in connection with and in the best interests of the Company and the business of one or more of its associated companies and /or subsidiaries, including performing duties as assigned to the Executive Director from the time to time by serving on the board of such associated companies and /or subsidiaries or any other executive body or any committee of such a company
The Executive Director undertakes to employ the best of his skill and ability and to make his utmost endeavors to promote the interests b. and welfare of the Company and to conform to and comply with the policies and regulations of the Company and all such orders and directions as may be given to him time to time by Board.

C. REMUNERATION

Remuneration proposed Remuneration as approved by the Remuneration Committee and the Board of Directors, subject to the approval of Share Holders (1st October, 2020 to 30th September, 2020.

Salary: Rs. 2,00,000 / per month L
ii. Commission:

Such remuneration by way of commission in addition to the salary, perquisites and allowances payable, calculated with reference to the net profits of the Company in a particular year, as may be determined by the Board of Directors of the Company at the end of each financial year subject to the overall ceiling stipulated in Sections 196, 197, 203 and Schedule V and other applicable provisions of the Companies Act, 2013 read with applicable Rules (hereinafter referred to as the Act,) as amended up to date. The specific amount payable to Executive Director will be based on certain performance criteria to be laid down by the Board and will be payable annually after the Annual Accounts have been approved by the Board of Directors.

Ш. Perauisites:

In addition to the salary, he will be entitled to the following Perquisites which shall be restricted to an amount equal to their individual salary. CATEGORY I

i) Rent-free residential accommodation, failing which House Rent Allowance@ 60% of the salary.
$\mathsf{ii}$ The expenditure allowance incurred by the Company on Gas, Electricity, domestic help, Water and Furnishings shall be valued as per Income Tax Rules, 1962 and shall not exceed 10% of the Salary.
$\mathsf{iii}$ City Compensatory Allowance @ 10% of the Salary.
The reimbursement of medical expenses actually incurred for self and family, in accordance with the Rules of the Company. $iv)$
Leave Travel Assistance for self and family once in a year, incurred in accordance with the Rules of the Company. V)
Fee of Club subject to a maximum of two Clubs. This will not include the Admission and/or Life Membership Fee. vi)

CATEGORY II

The Company's contribution to Provident, Superannuation and other funds as per the rules. Such contribution will not be included in i. computation of the ceiling on perquisites to the extent, not taxable under the Income Tax Act, 1961.
Gratuity at the rate of half month's salary for every completed year of service as per rules of the Company, subject to the limits ii. prescribed by the Central Government, which will not be included in the computation of ceiling on perquisites.
Earned Leave as per Rules of the Company. Encashment of leave at the end of the tenure will not be included in the computation of iii. ceiling on perquisites.

CATEGORY III (Not to be considered as Perquisites)

$i)$ Provision of car with driver for use on Company's business, alternatively car/ conveyance expenses incurred on Company's business will be reimbursed at actual.
$\mathsf{ii}$ Free telephone facility at residence, provided that charges for all personal long distance calls shall not be borne by the Company
iii) Group Personal Accident Insurance, premium of which not to exceed Rs. 10,000/- p.a.
iv) He will not be entitled to receive any fee for attending any meeting of the Board or Committee thereof.

ANNEXURE TO NOTICE: (cont.)

1. GENERAL INFORMATIN

Nature of Industry :

Date of Commencement:

in the prospects:

Financial Performance based on given indicators:

Particulars	2019-20	2018-19	2017-18

Foreign Investment or collaborations, if any :

2. INFORMATION ABOUT THE APPOINTEE:

Period	Total Rs. (p.a.)

ANNEXURE TO NOTICE: (cont.)

ITEM NO: 5

Name of Director	SUNAY KRISHNA KHAITAN	SUJATA CHATTERJEE

AI assistant

Khaitan (India) Ltd. AGM Information 2020