Vesuvius India Ltd. — AGM Information 2021

Mar 26, 2021

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SEC/SEBI/20

March 26, 2021

The Secretary BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai 400 001 Scrip Code : 520113

The Manager, Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th floor Plot No C/1, G Block Bandra-Kurla Complex, Bandra (E) Mumbai 400 051 Scrip Code : VESUVIUS

Dear Sir Section 91 and other provisions of Companies Act 2013; Rule 20(3) of Companies (Management & Administration) Rules, 2014 and Regulation 36 & 42 and other provisions of the SEBI (LODR), 2015

In compliance with the provisions of Section 91 and other provisions of Companies Act, 2013, Rule 20(3) of Companies (Management and Administration) Rules, 2014 and other applicable rules and in compliance with the provisions of Regulations 36 and 42 and other provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform you that the Notice convening the 30[th] Annual General Meeting (“AGM”) to be held on Tuesday, April 27, 2021 at 12.00 noon through VC/OAVM together with the Annual Report for the financial year ended on December 31, 2020 and Annexures and enclosures thereto, have been despatched to all Shareholders on March 26, 2021 and that the Record Date is April 20, 2021 for determining those who will be eligible to receive dividend to be declared at the AGM and the Cut off Date is April 20, 2021 to determine those who will be eligible to vote electronically on the resolutions proposed in the Notice and attend the AGM through VC/OAVM.

We enclose a copy of the Notice which will be advertised on March 27, 2021 in the newspapers namely Business Standard ( all editions) and Sanbad Pratidin (in Bengali).

This Advertisement will also be uploaded in the Company's website in compliance with Regulation 46(2).

Thanking you, Yours faithfully,

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Enclo :

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NOTICE Vesuvius India Limited

Registered office: P-104 Taratala Road, Kolkata 700 088 CIN : L26933WB1991PLC052968 Phone : (033) 6109 0500 Fax : (033) 2401 3976 Email : vesuviusindia@vesuvius.com Website : www.vesuviusindia.com

NOTICE is hereby given that the thirtieth Annual General Meeting (“AGM”) of the Members of Vesuvius India Limited will be held on Tuesday, April 27, 2021 at 12.00 noon, through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) facility in compliance with General Circular numbers 14/2020 dated 8.4.2020, 17/2020 dated 13.4.2020, 20/2020 dated 5.5.2020 and 2/2021 dated 13.01.2021 issued by the Ministry of Corporate Affairs (“MCA”) and the Circular No SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12.5.2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15.01.2021 issued by the Securities and Exchange Board of India (“SEBI”), the deemed venue of the meeting being at the Registered Office at P-104 Taratala Road, Kolkata 700088, to transact the following Business:

ORDINARY BUSINESS

1. To Adopt the Audited Financial Statements relating to the financial year ended on December 31, 2020 and Auditors Report and Directors Report thereon

2. To Declare dividend

3. To Re-Appoint Mr Thiago da Costa Avelar (DIN No. 08697241) as Director

SPECIAL BUSINESS

1. To Appoint Mr Nitin Jain (DIN No. 07934566) as Director and Managing Director

2. To Approve remuneration of Cost Auditors, M/s Gondesi & Co, Cost Accountants

In compliance with the aforesaid circulars from MCA and SEBI, Notice of the 30[th] AGM dated 25.02.2021 along with the Annual Report for the financial year ended on December 31, 2020 has been sent on 26.03.2021 by email to those Members whose email-ID is registered with the Company and whose name appears on the Register of Members maintained by the Company and on the Register of Beneficial Owners maintained by Depositories as on March 19, 2021. The Notice of the 30[th] AGM and the Annual Report are available on the Company’s website www.vesuviusindia.com and in NSDL’s website www.evoting.nsdl.com and on the website of BSE Ltd at www.bseindia.com and National Stock Exchange of India Ltd at www.nseindia.com and will also be available for inspection at the Registered Office of the Company between 11.00 a.m. and 4.00 p.m. on all working days upto the date of AGM.

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Notice is also hereby given pursuant to Section 91 of the Companies Act, 2013 read with Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR)”] that the RECORD DATE will be April 20, 2021 to determine those Members who will be entitled to receive dividend which will be declared at the AGM.

Pursuant to Section 108 of Companies Act 2013, read with applicable rules, Regulation 44 of SEBI LODR Regulations 2015 and Secretarial Standards 2 issued by the Institute of Company Secretaries of India, Electronic voting (“e-Voting”) facility to those who are Members as on the CUT OFF DATE, which is April 20, 2021 , has been provided through National Securities Depository Limited's (“NSDL”) e-Voting platform for both Remote e-Voting and e-Voting on AGM day. Mr Anjan Kumar Roy, FCS, of M/s Anjan Kumar Roy & Co, Practicing Company Secretaries, (Email : akroyco@yahoo.co.in and anjanroy_2003@yahoo.co.in), has been appointed Scrutiniser for this Voting process both through Remote e-Voting and e-Voting on AGM day.

Members may note the following :	Members may note the following :
	DATE OF 30th AGM	:	April 27, 2021 from 12.00 noon
	Date of completion of sending of Notice of 30thAGM	:	March 26, 2021
	and Annual Report by email

Members may note the following :	Members may note the following :	Members may note the following :
DATE OF 30th AGM	:	April 27, 2021 from 12.00 noon
Date of completion of sending of Notice of 30thAGMand Annual Report by email	:	March 26, 2021
CUT OFF DATEfor determining the eligibility ofMembers to vote on the resolutions detailed in theNotice convening the 30th AGM	:	April 20, 2021
Remote e-Voting Period :
Date and time for commencement of Remote e-Voting	:	April 23, 2021 From 9.00 a.m.
Date and time for end of Remote e-Voting	:	April 26, 2021 At 5.00 p.m.
Date and time when Remote e-Voting shall not beallowed i.e Remote e-Voting will be blocked	:	April 26, 2021 From 5.00 p.m.
EVENNumber for e-Voting	:	115868

Only Members holding shares in physical or dematerialised form , as on CUT OFF DATE shall be eligible to vote through Remote e-Voting as well as e-voting on the AGM day . Detailed procedure for e-Voting and manner of attending the AGM through VC/OAVM are mentioned in the Notice dated 25.02.2021 convening the 30[th] AGM (refer pages 6 to 15 of Annual Report). Eligible Members who have not cast their votes through Remote e-Voting and who attend the AGM through VC/OAVM can cast their vote on AGM day. Eligible Members who have already cast their vote through Remote e-Voting may attend and participate in the AGM but will not be permitted to cast their vote again on the AGM day.

The results of the e-Voting declared along with Scrutiniser's Report will be available on the website of the Company, www.vesuviusindia.com , and the website of NSDL, www.nsdl.com within two days of receiving the Scrutiniser’s Report and communication of the same to the Stock Exchanges and will also be displayed on the notice board at the registered office of the Company.

Persons who have acquired shares after the despatch of Notice of AGM and become Members of the Company as on the CUT OFF DATE , may obtain the login ID and password by sending a request to NSDL by email at evoting@nsdl.co.in or to the Company’s Registrars & Share Transfer Agents by sending email at ranarc@cbmsl.co . However, Members already registered with NSDL for remote e-Voting can use their existing user ID and passwords for casting their votes electronically. For any queries or grievances or if password is forgotten, Members may contact Mr Amit Vishal, Senior Manager or Ms Pallavi Mhatre, Manager of NSDL at evoting@nsdl.co.in or toll free number 1800-1020-990 or 1800-22-4430 or contact National Securities Depository Limited, Trade World, “A” Wing 4[th] floor, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013 or refer to Frequently asked Questions (FAQ) available at the downloads section of NSDL’s website www.nsdl.co.in or can reset their password by using “Forgot User Details/Password” option available on www.evoting.nsdl.com or contact Mr Rana Roy Choudhury, Manager of our Registrars & Share Transfer Agents at the address/phone/email mentioned below.

Since this will be a meeting through VC/OAVM, proxies and physical attendance are not permitted. Attendance to the AGM shall be only through VC/OAVM.

To register or update your EMAIL ID and to register or update your Income Tax Permanent Account Number (PAN) , please contact the Share Registrars as mentioned below in case you are holding shares in physical mode and to your Depository Particpants in case of demat holding. An email has been sent on 03.03.2021 informing the procedure to be followed and documents to be submitted for appropriate income tax deduction at source at the time of payment of dividend.

Members who have not yet intimated their complete bank account details, are advised to immediately send details of their Bank Account number, name of Bank, name of Bank’s Branch, IFSC Code and MICR number along with a cancelled original cheque or a xerox copy of the cheque to their Depository Participants in case of shares held in dematerialised form and in case of physical holding to the Registrars & Share Transfer Agents M/s C B Management Services (P) Ltd, P-22 Bondel Road, Kolkata 700 019 (Phone : 40116700 Email : rta@cbmsl.com or ranarc@cbmsl.co) to enable electronic payment of dividend as per regulation 12 of SEBI (LODR) .

By Order of the Board of Directors

Vesuvius India Limited

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Registered Office : P-104 Taratala Road Kolkata 700 088

March 26, 2021