Vesuvius India Ltd Directors Report.

for the year ended on December 31, 2020

Your Directors are pleased to submit their Annual Report together with the Audited Financial Statements for the year ended on December 31, 2020.

(Rs. Lakhs)

Financial Results: Year ended 31.12.2020 Year ended 31.12.2019
Revenue from Operations 79,151 88,704
Other Income 2,098 2,923
Total Revenue 81,249 91,627
Profit before Depreciation,
Interest & Tax (PBDIT) 9,779 14,996
Depreciation & Amortisation 2,624 2,655
Interest Expense - -
Profit before Tax 7,155 12,341
Provision for Income Tax 1,850 3,786
Profit for the year after Tax 5,305 8,555
Other comprehensive income for the year, net of tax (149) (176)
Total comprehensive income for the year 5,156 8,379
Transfer to Reserves: Nil Nil
Proposed Dividend:
Proposed Dividend
@ Rs 7 per share 1,421 1,421
Basic & Diluted Earnings Per Share: 26.13 42.15
Disclosures under Regulation 34(3) read with Schedule V Clause B of SEBI (LODR)
(i) Debtors Turnover Ratio 4.40 4.75
(ii) Inventory Turnover Ratio 6.60 6.88
(iii) Interest Coverage Ratio N.A. N.A.
(iv) Current Ratio 4.46 4.92
(v) Debt Equity Ratio N.A. N.A.
(vi) Operating Profit Margin (%) 7% 11 %
(vii) Net Profit Margin (%) 7% 10 %
(viii) Return on Net Worth (%) 6% 12 %

Financial Year of the Company

The Company Law Board by an Order dated January 7, 2016 has permitted the Company to have the Financial Year to end on 31st December of each year.

Operating & Financial Performance, Internal Control

The COVID-19 pandemic, which led to lock-down orders issued by the Central and State Governments from March 24, 2020, had its ultimate impact on the projected revenues and margins of the Company. Operations had been disrupted at our plants (Kolkata, Visakhapatnam and Mehsana) and various customer sites. Our plants were closed temporarily. However, consequent to the relaxations in lockdown and due to the permissions received from the authorities for Visakhapatnam, Kolkata and Mehsana plants on March 28, 2020, March 31, 2020 and April 25,

2020 respectively, our plants restarted operations and have progressively improved their production. Road closure in conjunction with the aforesaid orders had resulted in the restriction of movements and availability of personnel and incoming and outgoing goods. Steel plants had also reduced production which gradually picked up towards the end of the year following government relaxations. Revenue from Indian operations in 2020 had therefore reduced by over 11% and net profits by 42% as compared to 2019. However, with the several measures taken during this period, cash and deposits with bank increased by 19%. The pandemic not only disrupted our operations, it also severely impacted our customers and competitors as well. All of this caused imbalances in the market dynamics, with supplies chasing demands. Furthermore, the effect being felt across the globe, export opportunities dried up.

This pushed a number of competitors to look inwards for business, further pushing the prices down. andmaterialorderspassed by regulators Things have started reversing with Steel plants ramping up their production to near 2019 levels. Your Companys performance also improved, as evidenced by the Q3 and Q4 numbers.

During this period, your Company took the opportunity to initiate a number of improvements like operating efficiencies, employee engagement, researching alternate raw materials, reduction of Working Capital, etc.

There has been no change in the nature of the business of the Company, but the manner in which operations and functioning had to be done had to be altered to adhere to the COVID-19 restrictions and directions like social distancing, no gathering of personnel, electronic communications replacing physical interface with customers, implementing work from home, restricted travel, etc. The Company has no subsidiaries therefore disclosures in this regard are not provided in this Report of the Directors. There were no significant courts or tribunals impacting the going concern status and Companys operations in the future. In preparation of the financial statements, there has been no treatment different from the Accounting Standards.

All four factories worked efficiently the controlled COVID-19 environment. Energy efficient installations have been made at these factories. Safety measures and processes have been installed and improved upon at all plants and work sites. All COVID-19 protocols and compliances have been followed. The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. These internal controls have been strengthened with the introduction of more electronic controls, compliances and vigilance methods. Code on Internal Control which requires that the Directors review the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions, have been complied with. Self-certification exercises are also conducted under which senior management certify the effectiveness of the internal control system, their adherence to Code of Conduct and Companys policies for which they are responsible, financial or commercial transactions, if any, where they have a personal interest or potential conflict of interest. Internal Audit is conducted on a pan-India basis. Companys Policies and the Code of Conduct and CORE Values and Behaviours applicable to Directors and Employees of the Company have been complied with during the year. A list of these Policies which are available on the Companys

website www.vesuviusindia.com, is mentioned later in this Report of the Directors.

Dividend

Despite reduction of Operating profits for the year, your Board of Directors is pleased to recommend a dividend of Rs. 7/- per Equity Share of nominal value of Rs 10/- each, similar to what was paid out last year. The dividend will entail a cash outflow of Rs 1,421 lakhs (previous year Rs 1,421 lakhs). If declared by the Shareholders at the forthcoming Annual General Meeting, the dividend will be deposited with the bank within May 2, 2021 and dividend will be paid within May 11, 2021.

Group Activities

Vesuvius plc, the ultimate holding company, is listed on the London Stock Exchange and is a global leader in metal flow engineering, principally serving industries. Vesuvius continues to have close, collaborative relationships with customers supported by an extended global manufacturing network aligned with customer locations. Vesuvius has 79 sales offices, 54 production sites and 6 R&D centres of excellence spread globally across 6 continents. Vesuvius has focused on R&D activities and investments have been made to support long-term profitable growth and extending help to our customers in value creation.

Vesuvius has articulated the following five key execution priorities which will enable it to achieve its core objectives of delivering long term sustainable profitability and creating shareholder value:

Reinforce our technology leadership

Increase the penetration of our value-creating solutions

Capture the growth in developing markets

Improve our cost leadership and margins

Develop our Technical Service Offering The Vesuvius Group has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, research and development, systems, manufacturing, Human resources, etc.

ISO Certification

The Companys factories at Kolkata and Visakhapatnam have been certified ISO 9001:2015 for Quality Management Systems Standards.

Segmentwise performance

The Company is primarily a manufacturer and trader of refractory and is managed organizationally as a single unit. Accordingly, the Company is a single business segment company. Geographical (secondary) segment has been identifiedas domestic sales and exports. Details of segment reporting are available in the Annual Accounts.

Industry Structure & Developments, Opportunities &

Threats, Outlook, Risks & Concerns

During the year 2020, production and consumption of steel was adversely affected by the COVID-19 pandemic and the lockdown necessitated to contain its spread. Thus, the cumulative production of crude steel at 99.57 MT declined by 10.6% from 111.35 MT in the year 2019. Subsequent to the Lockdown, in the current fiscal (April-December), the cumulative production of crude steel at 71.94 MT and finished steel at 64.45 MT declined by steel and foundry 12.6% and 15.8% respectively over the corresponding period in last year. The consumption during the same period at 63.46 MT was lower by 16.8% over the corresponding period last year. However, the sector has seen improvement in production of crude and finished steel as well as consumption of finished steel, post COVID-19 pandemic and unlocking of the economy during the current fiscal. The continuous increase in consumption during this fiscal has also led to absorption of inventories with the steel producing companies resulting in a lower closing stock of 10.57 MT of finished steel at the end of December 2020 which is 3.80% lower than that in the previous month and 18.02% lower than the same month of the previous year.

During the current fiscal (April-December), the export of finished steel from India at 8.31 MT increased by 27.5% while import at 3.21 MT have declined by 41.8% over the corresponding period last year. India was net exporter of finished steel during this period with net trade surplus of 5.1 MT. However, the progressive unlocking of the economy and improving economic activities leading to better domestic demand have resulted in a decline/moderation in export in recent months.

Demand for commercial vehicles, white goods, real estate had been adversely affected by the restrictions and protocols implemented due to the COVID-19 pandemic having its corresponding impact on the Indian steel industry. Indices like PMI and IIP also indicate the subdued business scenario prevailing in 2020. The steel and foundry industry comprise the biggest group of our customers. These are also cyclic in nature. Hence anything that affects the steel and foundry industry will have its one-off effect on our business also. Since refractory industry goes along with the steel industry, initiatives by the Government targeted at improving the fortunes of the steel industry may have a positive impact on the refractory industry as well. There is a continuousprocessofriskidentification,review and mitigation thereof. The risk impact of COVID-19 has been reviewed both locally and by the Vesuvius Group worldwide. Overall, apart from the consequences of change COVID-19 pandemic, there has been no significant in the risks identified and uncertainties during the year.

These inter alia include risk of business interruption due to many reasons attributable to external factors, end market risk due to economic downturn, demand softening and consolidation in the steel industry, raw material sourcing, attraction and retention of staff, issues around health, safety and environment, product failure/ quality and failure to secure innovation and continuously changing regulatory landscape. The list above is not exhaustive (some risks are not yet known and some currently not deemed to be material, could become so). The Company continues to focus on technology, R&D support, reducing carbon footprint, reducing waste in customer manufacturing processes thereby increasing their overall operational efficiency. We also continued our efforts to reduce waste and energy consumption in our own manufacturing processes.

Board of Directors

At the Board meeting held on February 21, 2020, Mr Thiago da Costa Avelar (DIN No. 08697241) has been appointed a Director in the casual vacancy caused by the resignation of Mr Jan Roel van der Sluis. His appointment was confirmed by the Members of the Company at the Annual General Meeting held on September 25, 2020. He is due to retire by rotation at the ensuing Annual General Meeting and therefore a resolution proposing his re-appointment is mentioned in the Notice convening the ensuing Annual General Meeting of the Company. Mr Thiago da Costa Avelar is the President-Advanced Refractories of the Vesuvius Group and operates from the United Kingdom.

He has confirmed and declared that he is qualified to act as a Director of the Company and being eligible has offered himself for re-appointment as a Director of the Company. The Nomination and Remuneration Committee and the Board of Directors are of the opinion that Mr Thiago da Costa Avelar is a person of high integrity, has relevant expertise and experience and fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [ "SEBI (LODR)" ] making him eligible to be re-appointed as Director and have recommended his re-appointment. Mr da Costa Avelar does not hold any shares of the Company and is not related to any Promoter or Director or Key Managerial Personnel of the Company. He is a Member of the Audit Committee and in no other Committee in India. He is not a Director of any other company in India but is a Director of five companies abroad, the details of which and other Additional information about Mr da Costa Avelar are mentioned separately in the Notice convening the ensuing Annual General Meeting of the Company.

Mr Tanmay Ganguly (DIN No. 01272338) had resigned from the Vesuvius Group and consequently resigned from the Company effective from May 21, 2020 and Mr Henry James Knowles (DIN No. 08751453) was appointed a Director in the casual vacancy caused by the resignation of Mr Ganguly. The appointment of Mr Knowles was confirmed by the Members of the Company at the Annual General Meeting held on September 25, 2020.

Mr Ritesh Dungarwal (DIN No. 08136275) ceased to be the Managing Director of the Company on his sudden demise on August 19, 2020. Mr Subrata Roy (DIN No. 07046994) was appointed Managing Director effective from August 19, 2020 for two years in place of Mr Dungarwal and the appointment of Mr Subrata Roy was confirmed by the Members of the Company at the Annual General Meeting held on September 25, 2020. Mr Roy has offered to step down as the Managing Director effective from March 15, 2021 to give way to the appointment of Mr Nitin Jain (DIN No. 07934566) as Managing Director. On the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their meeting held on January 19, 2021, appointed, subject to the approval of the Members at the ensuing Annual General Meeting, Mr Nitin Jain (DIN No. 07934566), as Managing Director for a period of five years effective from March 16, 2021 for which an Agreement dated January 19, 2021 has been executed between the Company and Mr Jain to record the appointment and his terms of service.

Mr Nitin Jain is a materials engineer from NIT Jaipur. He has Masters of science degree from the Case Western Reserve University, USA as well as MBA degree from the Ohio State University, USA. As of February 25, 2021, Mr Jain was the Managing Director of Imerys Ceramics (India) Private Limited (a French multinational in mineral and mining industry) as well as Sales and Technical Director for the Imerys Ceramics APAC Region. He is also a Director of Imerys Performance and Filtration Minerals Private Limited, Imerys Carbonates India Limited and Imerys Minerals (India) Private Ltd. Over the last 19 years, Mr Jain has worked in leadership roles in mergers & acquisitions, operations, product management, sales and technology in both North America and Asia. Effective from March 16, 2021, he will become a member of the Corporate Social Responsibility Committee, Risk Management Committee, Board Management Committee and Share Transfer & Stakeholders Grievance & Relationship Committee of Vesuvius India Limited. Mr Jain does not hold any shares of the Company and is not related to any Promoter, Director or Key Managerial Personnel of the Company or their relatives. The Board of Directors are of the opinion that Mr Nitin Jain is a person of high integrity, has relevant expertise and experience and fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 making him eligible to be appointed as Director. Additional information about Mr Nitin Jain and a resolution proposing his appointment, are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

Mr Biswadip Gupta, Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri, Independent Directors of the Company, had a separate meeting on December 2, 2020 to conduct an evaluation of the performance of Independent Directors, individual directors, the Board and its Committees and assess the quality, quantity and timeliness of flow of information from the Company management to the Directors as well as an oversight of succession planning, risk management, internal controls and prioritization of strategic objectives and Board efficiency. The Board also conducted a similar evaluation exercise. Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri met separately to evaluate and review the performance of the Chairman. The evaluation concluded that the Board continues to function effectively and remains well balanced and diverse with a strong mix of relevant skills, expertise and experience. The Directors have during the year provided guidance and direction to steer the Company during the troubled COVID-19 pandemic situation.

The Independent Directors have confirmed and declared that they are not disqualified to act as an independent director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that the Independent Directors are persons of high integrity, have relevant experience and expertise and fulfil the independence criteria and all the conditions specified in the Companies Act, 2013 and SEBI (LODR) making them eligible to act as Independent Directors. All Independent Directors have obtained lifetime registration with the Indian Institute of Corporate Affairs.

All Directors, Key Managerial Personnel and senior management of the Company have confirmed compliance with the Code of Conduct applicable to the Directors and employees of the Company and the declaration in this regard made by Mr Subrata Roy, Managing Director is attached as Annexure X which forms a part of this Report of the Directors. The Code of Conduct is available on the Companys website www.vesuviusindia.com. All Directors have confirmed compliance with the provisions of section 164 of the Companies Act, 2013.

The details of the number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them are given separately in the attached Corporate Governance Report (Annexure I) which forms a part of this Report of the Directors.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3) (c) read with section 134(5) of the Companies Act, 2013, and provisions of SEBI (LODR) and in the preparation of the annual accounts for the year ended on December 31, 2020 and state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for thatperiod; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts on a going concern basis; e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and f) there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Key Managerial Personnel

The following persons were the Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013 during the year ended on December 31, 2020: a) Mr Ritesh Dungarwal, Managing Director (upto 19.08.2020) b) Mr Subrata Roy, Managing Director (from 19.08.2020) c) Mr Vikram Singh, Company Secretary d) Mr Sivasis Sen, Chief Financial Officer

Corporate Governance

The Company has in place a framework in compliance with the SEBI regulations pertaining to Corporate Governance. During the year under consideration the Company had a seven member Boardunder Regulation 17(8) read withof Directors consisting of three independent directors, three non-executive directors representing the holding company and the Managing Director. Mr Tanmay Kumar Ganguly had resigned from the Board effective from May 21, 2020, Mr Thiago da Costa Avelar joined the Board on February 21, 2020 and Mr Henry James Knowles joined the Board on June 3, 2020. Mr Ritesh Dungarwals appointment as Managing Director ceased upon his sudden demise on August 19, 2020 and Mr Subrata Roy was appointed Managing Director in his place effective from August 19, 2020. The non-executive Directors representing the holding company have waived their commission on profits for the year and have not received any sitting fees for attending the meetings of the Directors. The Managing Director does not receive sitting fees for attending the meetings of the Board or any Committee thereof nor any commission on profits. The sitting fees paid to the Directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon. The Corporate Governance Report for the year ended on December 31, 2020, giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (LODR) is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended issued by Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co, Practicing Company Secretaries, Secretarial Auditor of the Company, is also attached as Annexure II and forms a part of this Report of the Directors. The certificate issued by Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co, Practicing Company Secretaries pursuant to clause C(10)(i) of Schedule V read with regulation 34(3) of SEBI (LODR) confirming that none of the directors on the Board of Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI, Ministry of Corporate Affairs or any such statutory authority is given separately as Annexure V and forms a part of this Report of the Directors. The Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Company Secretary is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transactions by insiders are placed before the Board of Directors of the Company and notified to the Stock Exchanges, where applicable. The Company Secretary is also the Nodal Officer for the purpose of compliances relating to Investor Education and Protection Fund. The Managing Director and the Chief Financial Officer have given their certificate B of Schedule II of SEBI (LODR) regarding the annual financial statements for the year ended on December 2020 to the Board of Directors. Mr Subrata Roy, Managing Director, has given his certificate read with Part D of Schedule V of SEBI (LODR) regarding compliance with the Code of Conduct of the Company for the year ended on December 31, 2020, which is attached as Annexure X and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee was constituted on October 24, 2000. The Committee as on December 31, 2020 comprises Mr Biswadip Gupta as Chairman and Mr Thiago da Costa Avelar, Miss Nayantara Palchoudhuri and Mr Sudipto Sarkar as Members. The Company Secretary is the Secretary of the Committee. The Managing Director and Chief Financial Officer are permanent invitees to the meeting. The Internal Audit reports, financial statements and details of all related party transactions are placed periodically before the Audit Committee. During the year there were no instances where the Board had not accepted the recommendations of the Audit Committee. The Company has in place a vigil mechanism details of which are available on the Companys website www.vesuviusindia.com. All persons have been given direct access to the Chairman of the Audit Committee to lodge their grievances. No personnel has been denied access to the Audit Committee to lodge their grievances. The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management assessment and minimization procedures, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks to which the Company may be exposed to.

The details of terms of reference of the Audit Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2020 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted on April 29, 2014. The Committee as on December 31, 2020 comprises Mr Biswadip Gupta as Chairman and Mr Henry James Knowles, Mr Subrata Roy, Miss Nayantara Palchoudhuri and Mr Sudipto Sarkar as Members. Mr Rajeev Chalana, HR Director-Flow Control & Advanced Refractory South Asia is the Secretary of this Committee.

The Corporate Social Responsibility Policy is available on the Companys website www.vesuviusindia.com

The terms of reference of the Corporate Social Responsibility Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the under Regulation 34(3) year ended on December 31, 2020 are given separately in the attached Corporate Governance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure IX. Vesuvius is committed to positively contribute to the future of the planet by supporting educational opportunities for children and youth, as well as those coming from disadvantaged background and especially encouraging more women into scientific / technical fields of education as well as to support in healthcare, hunger/poverty eradication and their welfare and such other activities covered under CSR Policy and Company believes that these CSR initiatives should be sustainable and with the long term purpose of improving the quality of living for the less privileged and for increasing social assets. The funds should be carefully spent on CSR projects so that they result in the ultimate objectives meted out in the Companys CSR Policy. Meetings have been held with agencies in locations where the Companys factories are located and with those having pan-India presence to provide support to CSR projects. Employees at customer sites have also been made aware of opportunities for undertaking CSR projects locally and their proposed CSR projects are being reviewed. The Company has spent approx. Rs 163 lakhs on CSR activities during the year. The COVID -19 pandemic prevented complete execution of CSR projects during the year 2020 in spite of which the Company has progressively increased its CSR spend during the year. on There are several new projects finalised and justifiable the basis of needs, sustainability and the capability of these projects to improve social assets. The Company remains committed and is better prepared to meet its obligations related to CSR spend during the next financial year 2021

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted on April 29, 2014 and the members as on December 31, 2020 are Mr Sudipto Sarkar as Chairman and Mr Patrick Andre, Mr Biswadip Gupta and Miss Nayantara Palchoudhuri as Members. The Company Secretary is the Secretary of this Committee. The Managing Director is invited to attend all the meetings of this Committee. The Companys Remuneration Policy prepared in accordance with section 178 of the Companies Act, 2013 is available on the Companys website www.vesuviusindia.com. The details of terms of reference of the Nomination and Remuneration Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2020 are given separately in the attached Corporate Governance Report which forms a part of this Report of the Directors.

Risk Management Committee

The Risk Management Committee was constituted on April 25, 2019 and the following are Members as on December 31, 2020:

DIRECTORS:

Mr Biswadip Gupta, Chairman Mr Subrata Roy, Managing Director Mr Henry James Knowles Miss Nayantara Palchoudhuri Mr Sudipto Sarkar

SENIOR EXECUTIVES OF THE COMPANY:

Mr Sivasis Sen, Chief Financial Officer Mr Vikram Singh, Company Secretary

The Companys Risk Management Policy is available on the Companys website www.vesuviusindia.com. The details of terms of reference of the Risk Management Committee, number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2020 are given separately in the attached Corporate Governance Report which forms a part of this Report of the Directors.

Board Management Committee

A Board Management Committee was constituted on November 11, 2020 with Mr Biswadip Gupta, Chairman and Mr Subrata Roy, Managing Director as members. The Company Secretary is the Secretary of this Committee. The Terms of Reference of this Committee include review of the monthly financial performance indicators and, as required, report the same to the Board of Directors at the Board Meeting, discuss the Quarterly Operating Reports from the Managing Director, assess the culture, values, standards, and ethics of the Company, any other matter as may be mandated by the Board from time to time. The details of the number and dates of meetings held, attendance of the Directors and remuneration paid to them during the year ended on December 31, 2020 are given separately in the attached Corporate Governance Report which forms a part of this Report of the Directors.

Share Transfer and Stakeholders Grievance &

Relationship Committee

The Share Transfer Committee was constituted on January 1, 1993 and was renamed The Share Transfer and Investor Grievance Committee on February 12, 2001. To comply with the requirements of the Companies Act, 2013 the name of the Committee was changed to Share Transfer and Stakeholders Grievance & Relationship

Committee effective from April 29, 2014. The Members of the Committee as on December 31, 2020 are Mr Biswadip Gupta as Chairman, Mr Henry James Knowles, Mr Subrata Roy, Miss Nayantara Palchoudhuri and Mr Sudipto Sarkar as Members. The Company Secretary is the Secretary of this Committee. The Committee has delegated the responsibility for share transfers and other routine share maintenance work to the Company Secretary and to M/s C B Management Services (P) Ltd, the Registrars and Share Transfer Agents of the Company. All valid requests for dematerialisation and rematerialisation of shares, transfer or transmission of shares and other share maintenance matters are completed within 15 days of receipt of valid and complete documents. Minutes of the Committee meetings are circulated to all Directors and discussed at the Board meetings. The Committee also reports to the Board on matters relating to the shareholding pattern, shareholding of major shareholders, insider trading compliances, movement of share prices, redressal of complaints, reports on SCORES of SEBI, reports and certificates from Secretarial Auditor and electronic filings with the stock exchanges and with the Ministry of Corporate Affairs, compliances related to Investor Education and Protection Fund and all other compliances under the Companies Act, 2013 and SEBI (LODR). Details of the number and dates of meetings of this Committee which were held during the year ended on December 31, 2020, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report.

The shares of the Company are listed on the Bombay and National Stock Exchange. The Companys shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE386A01015. The details of the shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 2,60,224 shares, i.e. 1.28% of share capital, are held in physical mode by 1,719 Shareholders as on December 31, 2020.

An application for delisting of the shares of the Company from BSE Limited had been made in May 2016 but delisting has not been completed by BSE Limited.

Investor Education and Protection Fund

A sum of Rs 5,82,082/- being dividend lying unclaimed for seven consecutive years out of the fifteenth dividend declared by the Company for the year ended on December 31, 2012 at the Annual General Meeting held on April 25, 2013 was transferred to the Investor Education and Protection Fund of the Central Government in June, 2020, after giving several notices and reminders to the concerned shareholders.

The dividend which remains unclaimed out of the 20th Anniversary Special Dividend (being interim dividend for the year ended on December 31, 2014) and declared by the Board of Directors on February 25, 2014 and dividend declared by the Company for the year ended on December 31, 2013 at the Annual General Meeting held on April 29, 2014 will be transferred to the Investor Education and Protection Fund ("IEPF") of the Central Government by March and June, 2021 respectively, pursuant to the provisions of section 124 and 125 of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividends. Shareholders will have to make their claims with the IEPF Authority following the appropriate procedures in this regard. Individual notices have already been sent to the shareholders concerned on January 28, 2021.

2,607 Equity shares in respect of 28 folios corresponding to the dividend for the year ended on December 31, 2012 which remained unclaimed for seven consecutive years has also been transferred, after giving several notices and reminders to the concerned shareholders, to the IEPF Authority in compliance with Section 124 of the Companies Act, 2013 read with rule 6 of the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2017 after giving individual notices to concerned Shareholders and advertisements in newspapers. Equity Shares corresponding to the 20th Anniversary Special Dividend and dividend declared for the year ended on December 31, 2013 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within March and June 2021 respectively. Individual notices dated January 28, 2021 have been sent to the concerned Shareholders and advertisements made in the newspapers on February 3, 2021 in this regard. The advertisement is available on the website of the Company.

Notices dated January 28, 2021 have also been sent to all Shareholders concerned reminding them to encash their unclaimed dividend.

List of Shareholders whose dividend remain unclaimed till the date of Annual General Meeting held on September 25, 2020 have been uploaded in the website of the Company www.vesuviusindia.com under heading "Investor Information" => "Dividend & Disclosures". Shareholders are requested to check their unclaimed dividend from this list and contact the Registrars and Share Transfer Agents to encash these unclaimed dividends.

Auditors

Messrs Price Waterhouse Chartered Accountants LLP, (Firm Registration No: 012754N/ N500016), Auditors of the Company, have submitted their Independent Auditors Report on the financial statements of the Company for the year ended on December 31, 2020 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. Ratification of their appointment every year is no more required pursuant to the revised provisions of Section 139 of the Companies Act, 2013. The Auditors have confirmed that they comply with all the requirements and criteria and are otherwise qualified to continue to act as Auditors of the Company. No frauds have been reported by the Auditors under section 143(12) of the Companies Act, 2013.

Secretarial Audit

Secretarial Audit, as required under section 204 of the Companies, Act 2013 and regulation 24A of SEBI (LODR), was conducted by the Secretarial Auditor, Mr Anjan Kumar Roy, FCS, of M/s Anjan Kumar Roy & Co. Practicing Company Secretaries. The Secretarial Audit Report is attached as Annexure III and the Secretarial Compliance Report is attached as Annexure IV and these form a part of this Report of the Directors. There are no qualifications or observations, or adverse remarks made by the Secretarial Auditor in his Reports.

Cost Audit

Messrs Gondesi & Co, Cost and Management Accountants, Visakhapatnam, have been appointed the Cost Auditors of the Company for the financial year ended on December 31, 2021. The remuneration payable to the Cost Auditors is required to be approved by the Members of the Company hence an appropriate resolution for approval of the remuneration of the Cost Auditors has been proposed in the Notice convening the ensuing Annual General Meeting. Maintenance of cost records as specified under section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

It is the Companys policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporates or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The Company also does not make any investment in securities of any other body corporate. The Company has not taken or given any loan or advances in the nature of loan to its holding company. The Company has no investments.

Information pursuant to section 134(3) of the Companies Act, 2013

Related Party Transactions: Vesuvius plc is the ultimate holding company of the Company and therefore all subsidiaries of Vesuvius plc are treated as related parties of the Company. Such related party transactions,including those with the holding company and chain holding companies who hold 55.57% shares of the Company, which have been held during the current year and the previous year are mentioned in the Annual Report in accordance with the Indian Accounting Standards 24 on Related Party Disclosures notified by the Companies (Indian Accounting Standards) Rules, 2015, as amended, and are not repeated in this Report of the Directors. All these related party transactions are in the ordinary course of business and are at arms length and hence the restrictive provisions of section 188(1) are not attracted to these transactions. In compliance with the provisions of Regulation 34(3) read with Schedule V(A) of SEBI (LODR) read with section 134(3)(h) it is confirmed that no loans or advances in the nature of loans have been received or paid to the holding company or any associate company or any Director or to any firms or companies in which a director is interested and no investments have been made in the shares of the parent/ holding companies or any of its subsidiaries. The Company does not have any subsidiaries. The Company has no investments. The prescribed Form AOC-2 is therefore not applicable to the Company. There were no material changes and commitments affecting the financial position of the Company occurring between December 31, 2020 and the date of this Report of the Directors. The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) read with Rule

8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VII and forms a part of this Report of the Directors.

The prescribed particulars of Employees required under section 134(3)(q) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure VIII and forms a part of this Report of the Directors.

The Annual Return for the year ended December 31, 2019 which was electronically filed with the Ministry of Corporate Affairs on November 23, 2020 is available on the website of the Company www.vesuviusindia.com under the heading Investor Information => Dividend & Disclosures.

Prevention of Sexual Harassment

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted an Internal Committee with three employees and a reputed external representative and Miss Nayantara Palchoudhuri, Director, as an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available on the Companys website www.vesuviusindia.com. All employees, especially women employees, were made aware of the Policy and the manner in which complaints could be lodged. The Committee submitted their sixth Annual Report which has been received and approved by the Board. The following is reported pursuant to section 22 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and regulation 34(3) read with sub-clause 10(l) of Clause C of Schedule V of SEBI (LODR) for the year ended December 31, 2020. a. Number of complaints of sexual harassment received/ filed during the year : Nil b. Number of complaints disposed off during the year : Nil c. Number of complaints pending for more than ninety days : Nil d. Number of complaints pending as on end of financial year : Nil e. Number of workshops or awareness programmes against sexual harassment carried out : Employees have been given training online f. Nature of action taken by the employer or District Officer : Not Applicable

Business Responsibility Report

The Business Responsibility Report for the Company for the financial year ended on December 31, 2020 is attached as Annexure VI and forms a part of this Report of the Directors.

Annexures forming a part of this Report of the Directors

The Annexures referred to in this Report and other information which are required to be disclosed are annexed herewith and form a part of this Report of the Directors:

Annexure Particulars
I Corporate Governance Report
II Certificate on Corporate Governance
III Secretarial Audit Report
IV Secretarial Compliance Report
V Certificate under Schedule V of SEBI (LODR)
VI Business Responsibility Report
VII Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VIII Particulars of Employees
IX Annual Report on Corporate Social Responsibility
X Managing Directors Certificate on compliance of Code of Conduct

Company Policies

The following policies of the Company are available on the Companys website www.vesuviusindia.com under the heading Investor Information=> Policies & Disclosures and while framing these Policies, all the requirements and criteria prescribed under the Companies Act, 2013 and SEBI (LODR) have been considered a) Remuneration Policy b) Corporate Social Responsibility Policy c) Terms and conditions of Appointment of Independent Director d) Related Party Transactions Policy e) Speak Up and Incident Reporting (Whistle Blowing) Policy f) Dividend Distribution Policy g) Policy on Preservation of Documents h) Anti-Bribery and Corruption Policy i) Risk Management Policy j) Insider Trading Code k) Insider Trading Code for Fair Disclosure l) Quality Policy m) Health and Safety Policy n) Environment Policy o) Code of Conduct p) CORE Values and Behaviours

Human Resources Management & Health, Safety and Environment

Vesuvius believes that the personal growth and job satisfaction of employees is key to the success and growth of the business.Various training and awareness programmes conducted to enhance professional skills and development needs and keep employees aware of the CORE Values and Behaviours and policies of the Company. Open communications supported by regular updates across businesses and operations encourage information dissemination and exchange of best practices. The I ENGAGE program of the Vesuvius Group brings forth opportunities for improvement in human relations and operations.

The Company strictly adheres to the prescribed norms and practices regarding health, safety and environment. All COVID-19 protocols and directives were implemented, and employees received numerous support during the period of disruption caused by this pandemic. All employees have been made aware of the Insider Trading codes and have undergone training on commercial and operational matters and also on Anti-Bribery and Anti-Corruption Policy of the Company and Prevention of Sexual Harassment Policy.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees, specially during the unprecedented COVID-19 pandemic environment, in continuing their achievements and excellence in all areas of the business. Your Directors thank the Shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

For and on behalf of the
Board of Directors
Vesuvius India Limited
Biswadip Gupta
Place : Kolkata Chairman
Date : February 25, 2021 (DIN : 00048258)