Directors Report of Vesuvius India Ltd.

Dec 31, 2024

The Board of Directors have the pleasure of presenting the Thirty-fourth Annual Report together with the Audited Financial
Statements of the Company for the financial year ended on December 31, 2024.

The Company''s financial performance for the aforesaid financial year is summarised below:

Particulars	Year ended 31.12.2024	Year ended 31.12.2023
Revenue from Operations	1,86,857	1,60,313
Other Income	4,846	3,490
Total Income	1,91,703	1,63,803
Profit before Depreciation, Interest & Tax (PBDIT)	39,587	32,175
Depreciation & Amortisation	4,585	3,592
Finance Cost	118	43
Profit before Tax	34,884	28,540
Provision for Income Tax	8,432	7,246
Profit for the year after Tax	26,452	21,294
Other comprehensive income/(loss) for the year, net of Tax	(119)	(45)
Total comprehensive income for the year	26,333	21,249
Transfer to Reserves	Nil	Nil
Proposed Dividend @ '' 14.50 per share ('' 12.75 per share in 2023)	2,943	2,588
Basic & Diluted Earnings per Share (in '')	130.33	104.92

The revenue from operations of the Company in the current
financial year has increased from '' 1,60,313 Lakhs to '' 1,86,857
Lakhs, registering the growth of approx. 16% compared to
previous financial year, and the profit before tax has increased
from '' 28,540 Lakhs to '' 34,884 Lakhs, registering the growth
of approx. 22% compared to the previous financial year.

Dividend

The Board of Directors of the Company (the "Board") has
recommended a dividend of '' 14.50 per equity share of '' 10/-
each fully paid-up of the Company (last year '' 12.75 per
equity share of '' 10/- each). The dividend will entail a cash
outflow of '' 2,943 Lakhs (last year '' 2,588 Lakhs). The dividend
recommended by the Board is in accordance with the Dividend
Distribution Policy of the Company, which is available on the
website of the Company www.vesuviusindia.in and the weblink
thereof has been provided elsewhere in this Annual Report.

The dividend is subject to approval of the shareholders at the
ensuing Annual General Meeting. The dividend, if approved
by the shareholders, will be deposited in a separate bank
account within 5 days from the date of declaration and will
be paid on or before May 30, 2025, subject to deduction of
income tax at source, as applicable.

Financial Year of the Company

The Company follows January 1 to December 31 as its
financial year.

In terms of section 2(41) of the Companies Act, 2013 (the
"Act"), by an Order dated January 7, 2016, passed by then
Hon''ble Company Law Board, Kolkata Bench, the Company
has been allowed to retain and follow January 1 to December
31 as its financial year.

Business of the Company

There has been no change in the nature of the business of
the Company.

Share Capital of the Company

The Board of Directors of the Company at its meeting held
on February 26, 2025 has approved the proposal of the split/
sub-division of existing Equity Shares of the Company from 1
(one) Equity Share having Face Value of '' 10/- (Rupees Ten)
each, fully paid-up, into 10 (Ten) Equity Shares having Face
Value of '' 1/- (Rupee One) each, fully paid-up, subject to the
approval of the shareholders of the Company at the ensuing
Annual General Meeting. If approved by the Shareholders,
there will be no change in the Authorised, Subscribed and
Paid-up Equity Share Capital of the Company post split/sub-
division of Equity Shares of the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (including
key financial ratios) for the year under review, as stipulated
under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(the " SEBI LODR ), is presented in a separate section, forming
part of the Annual Report.

Internal Control of the Company

The Company has established a robust internal control
system designed to align with the complexities of its business
operations, ensuring financial integrity, operational efficiency,
and regulatory compliance. Comprehensive internal financial
controls have been implemented to enhance the accuracy
and reliability of financial reporting and to strengthen the
integrity of financial statement preparation. These internal
control mechanisms are enforced through a structured
combination of policies, procedures, and certifications,
ensuring strong governance and effective risk management.
The Board, in consultation with the Internal Auditors, reviews
the effectiveness of internal controls and compliance
systems, financial and operational risks, risk assessment and
management frameworks, and related party transactions,
along with their compliance with applicable laws, rules, and
regulations. The Internal Auditors of the Vesuvius Group
conduct internal audits on a pan-India basis. The Company''s
Policies, Code of Conduct, and CORE Values and Behaviours
are applicable to the Directors and all employees of the
Company and have been duly complied with during the year.
These Policies are available on the Company''s website at
www.vesuviusindia.in, with direct weblinks also provided
later in this Report. Additionally, the Company ensures

strict compliance with all applicable laws, regulations, and
corporate governance standards governing its operations.

Internal Financial Controls: The Company has in place
adequate internal financial controls with reference to
its financial statements, aimed at safeguarding assets,
preventing and detecting fraud or errors, maintaining
accurate and complete accounting records, and ensuring the
timely preparation of reliable financial information. These
controls were reviewed during the year, and no reportable
material weaknesses were observed.

Furthermore, statutory auditors have conducted
comprehensive verifications of systems and processes,
confirming the adequacy and operational effectiveness of
internal financial controls over financial reporting. This ensures
that the Company upholds strong corporate governance,
financial transparency, and operational excellence.

Holding, Subsidiaries, Joint Ventures and
Associate Companies

Vesuvius Group Limited is the immediate holding company and
Vesuvius plc., is the ultimate holding company of the Company.
Vesuvius plc. is headquartered in London, UK and its shares
are listed on the London Stock Exchange. Vesuvius is a global
leader in molten metal flow engineering and technology,
serving process industries operating in challenging high-
temperature conditions. Detailed information regarding
business operations of Vesuvius plc. can be accessed at
www.vesuvius.com.

The Company has no subsidiary, associate company, or joint
venture. Therefore, disclosures in this regard are not applicable
to the Company.

Board of Directors and Key Managerial
Personnel

The Company has an optimum combination of executive,
Non-Executive and Independent Directors, including an
Independent Woman Director. As on December 31, 2024,
the Board is comprised of 9 (nine) directors, with 8 (eight)
Non-Executive Directors of which 3 (three) are Independent
Directors including the Chairperson and the Woman Director.

Mr. Sudipto Sarkar, Independent Director of the Company,
ceased to hold this position upon the completion of his second
term on April 28, 2024. The Company has been greatly
benefited through the guidance and support provided by
Mr. Sarkar during his tenure. Considering his vast and diverse

experience, and based on the recommendation of the
Nomination and Remuneration Committee (NRC), the Board
reappointed Mr. Sudipto Sarkar as an Additional Director,
designated as Non-Executive Non-Independent Director,
effective from April 29, 2024.

Based on the recommendation of NRC, the Board appointed
Mr. Sunil Kumar Chaturvedi as an Additional Director,
designated as an Independent Director of the Company, with
effect from April 29, 2024, for a term of five consecutive years.
In the Board''s opinion, Mr. Chaturvedi possesses the requisite
expertise, integrity, experience, and proficiency.

The appointment of Mr. Sunil Kumar Chaturvedi and
Mr. Sudipto Sarkar have been approved by shareholders of
the Company by special resolutions passed on June 7, 2024,
conducted through Postal Ballot.

The Board, based on the recommendation of NRC, appointed
Mr. Mohinder Pradip Singh Rajput, as an Additional Director
designated as the Managing Director of the Company
effective from July 1, 2024, for a term of five years, in place
of Mr. Nitin Jain, who had step down from the position of
Managing Director of the Company effective from June 30,
2024. Mr. Jain took a global role with the Vesuvius Group, based
in United Kingdom and continues to serve on the Board of the
Company as a Non-Executive Non-Independent Director. The
appointment of Mr. Mohinder Pradip Singh Rajput has been
approved by the shareholders of the Company on August 2,
2024, by an ordinary resolution passed through Postal Ballot.

Pursuant to the provisions of Section 152(6) of the Act, the
shareholders of the Company at 33^rd Annual General Meeting
held on April 18, 2024, have re-appointed Mr. Pascal Genest,
as a director liable to retire by rotation.

Pursuant to Regulation 17(1 D) of the SEBI LODR, the
shareholders of the Company, at the 33^rd Annual General
Meeting, approved continuation of Mr. Patrick Andre (DIN :
07619754) as a Director (not liable to retire by rotation), under
the category of non-executive and non-independent director
for a period of five years effective from April 1, 2024.

In terms of the provisions of Section 152(6) of the Act, Mr. Henry
James Knowles and Mr. Nitin Jain, retire from the Board by
rotation at the 34^th Annual General Meeting (AGM) and being
eligible, offer themselves for re-appointment.

The information regarding re-appointment of Mr. Knowles
and Mr. Jain as required under Regulation 36 of the SEBI
LODR have been given in the Notice convening the AGM.

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed under the Act
and the SEBI LODR and are also compliant with requirements
of Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014.

None of the Directors of the Company are disqualified and/or
debarred as per the applicable provisions of the Act and the
Securities and Exchange Board of India (the "SEBI").

The Company has following whole time key managerial
personnel as on December 31, 2024:

a) Mr. Mohinder Pradip Singh Rajput, Managing Director

b) Mr. Rohit Baheti, Chief Financial Officer

c) Mr. Saheb Ali, Company Secretary

Separate Meeting of Independent Directors &
Performance Evaluation

In terms of Schedule IV to the Act and the SEBI LODR, a
separate Meeting of the Independent Directors of the
Company, namely, Mr. Biswadip Gupta, Miss Nayantara
Palchoudhuri and Mr. Sunil Kumar Chaturvedi was held on
October 28, 2024. The Independent Directors carried out
annual performance evaluation of the Chairperson, the non¬
independent directors and the Board as a whole.

Pursuant to Section 178 of the Act and Regulation 17 of the
SEBI LODR and in accordance with the manner of evaluation
specified by the Nomination and Remuneration Committee,
the Board carried out annual performance evaluation of the
Board, its Committees and Individual Directors and the same
is also mentioned in the Corporate Governance Report.

Corporate Governance

The Company is committed to maintain the highest standards
of governance and has also implemented several best
governance practices. The Corporate Governance Report
pursuant to Regulation 34(3) read together with Part C of
Schedule V of the SEBI LODR forms part of this Annual Report
and marked as Annexure I. Certificates received from the
Secretarial Auditor of the Company confirming compliance
with the conditions of Corporate Governance and Non¬
Disqualification of Directors of the Company are attached
and marked as Annexure II and III.

The Managing Director and the Chief Financial Officer have
given their certificate as required under Regulation 17(8) read
with Part B of Schedule II of the SEBI LODR regarding the
Annual Financial Statements of the Company for the financial
year ended on December 31, 2024, which forms part of this
Annual Report, marked as Annexure IV.

Compliance with the Code of Conduct

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. The Managing Director has given
the certificate as required under Regulation 34(3) read with
Part D of Schedule V of the SEBI LODR regarding compliance
with the Code of Conduct of the Company for the year ended
on December 31, 2024, which forms part of this Report,
marked as Annexure V.

The Code of Conduct is available on the Company''s website
www.vesuviusindia.in and the weblink thereof has been
provided elsewhere in this Annual Report.

Board Meeting

Five meetings of the Board of Directors were held during the
year. The details of the meetings held and attendance of each
Director are disclosed in the Corporate Governance Report.

Committees of the Board

Pursuant to the provisions of the Act and the SEBI LODR, the
Board has constituted/ reconstituted (whenever necessitated)
various committees, namely Audit Committee, Nomination
and Remuneration Committee, Stakeholders'' Relationship
Committee, Corporate Social Responsibility Committee,
Risk Management Committee and Board Management
Committee. The details of composition, terms of reference,
number of meetings held during the year, attendance and
other details pertaining to these Committees are mentioned
in the Corporate Governance Report. All recommendations
made by the Committee(s) during the year were accepted by
the Board of the Company.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors,
with respect to the Audited Financial Statements for the
financial year ended on December 31, 2024, to the best of its
knowledge and ability, confirm that:

a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are
no material departures from the same;

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 that year;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the 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 such internal financial
controls are adequate and are operating effectively; and

f) the Directors have devised proper system to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

Compliance with Secretarial Standards

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India.

Business Responsibility and Sustainability
Report

In accordance with the SEBI LODR, the Business Responsibility
& Sustainability Report describing the initiatives taken and
performance delivered by the Company on environmental,
social and governance aspects forms part of this Report,
marked as Annexure VI.

Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo, as
required under Section 134(3)(m) of the Act read with Rule
8(3) of the Companies (Accounts) Rules, 2014, forms part of
this Annual Report, marked as Annexure VII.

Particulars of Employees and Related
Disclosures

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a

statement showing the names of the top ten employees in
terms of remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of the limits
set out in the said Rules, forms part of this Report. Disclosures
relating to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to
Section 136(1) of the Act, this Report excluding the aforesaid
information is being sent to the shareholders of the Company.
Any shareholder interested in obtaining such information may
write to the Company Secretary at [e-mail].

Corporate Social Responsibility

In accordance with the provisions of Section 135 of the
Companies Act, 2013, read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 (as amended), the
Board of Directors of your Company has established a
Corporate Social Responsibility ("CSR") Committee. Details
of the Committee''s composition and meetings held during
the year are included in both the Corporate Governance
Report and the Annual Report on CSR. The Corporate Social
Responsibility Policy is available on the Company''s website
at www.vesuviusindia.in, and the weblink has been provided
elsewhere in this Annual Report.

As part of its CSR activities, the Company has initiated several
programs in its catchment areas and subsidiary regions, directly
impacting "Women in STEM Education." To promote education
and reduce school dropouts among girls, the Company has
constructed bio-toilets in 25 schools, provided drinking water
facilities, offered hygiene and menstrual health training, built
digital classrooms, and provided supplementary education
through Vesuvius Activity Centres. The initiatives, such as
scholarships and Vesuvius Women''s Clubs, aim to support and
nurture women pursuing higher education in STEM fields.

The Ministry of Education and Health recommends one toilet
for every 20 girls and one toilet for every 25 boys in schools.
A lack of clean drinking water and hygiene awareness was
observed during periodic visits to schools around Taratala
(near the Kolkata plant) and in schools across various
customer locations. These intervention areas include Angul,
Jajpur, Bokaro, and 11 other sites. Many children, especially
girls, lacked basic knowledge of hygiene practices, including
menstrual hygiene management. Sensitising them on these
topics to foster behavioral change is crucial for ensuring
better health, education, and attendance. High dropout
rates among girls were due to a lack of basic facilities. The
Company addressed this by creating an enabling environment
to increase girls'' attendance and enrollment in schools

through the construction of bio-toilets, provision of drinking
water facilities, and training on menstruation, hygiene
management, and digital learning. As a result, not only did the
dropout rates decreased, but the health indicators for children
improved, with the benefits extending beyond the classroom.
In 2024, bio-toilets and drinking water facilities were scaled up
in 13 schools, hygiene training was conducted in 19 schools,
and menstrual hygiene management (MHM) training was
provided in 19 schools. The Company plans to expand this
program to more schools in the coming years. Through the
WASH program, we reached over 10,000 students and 10,000
mothers, training them on hygiene and menstrual hygiene
management, thereby reducing absenteeism by 48%.

To promote STEM education among women from
marginalised sections, the Company has taken a leadership
role by providing initial scholarships to female students
at National Institutes of Technology (NITs) in India from
economically disadvantaged backgrounds, specifically those
studying Chemical, Metallurgy, and Mechanical Engineering.
These students will also have the opportunity to participate in
internships, offering them professional learning and exposure.
The project also supports e-learning platforms to enhance
knowledge and skills, preparing students to be "future-
ready." Industry expert talks and immersion programs are
encouraged, motivating women in higher education to join
the refractory industry through Vesuvius Women''s Clubs.

The Company is committed to positively contributing to
education by supporting opportunities for children and youth,
particularly from economically disadvantaged backgrounds,
and for women in scientific and technical fields of education.
The Company continues to promote STEM (Science,
Technology, Engineering, and Mathematics) education,
especially for female students, empowering them to pursue
technical careers. The introduction of digital learning through
the app-based multimedia platform GENEO, which was
initiated in previous years at Vesuvius Activity Centres, has
received strong engagement, now reaching over 600 girls.

The V Green Project introduced in 2024 reflects our
commitment to environment and we have created green
corridors along new green field project area in Parwada,
Visakhapatnam and continues to maintain around Kolkata
Plant. Our commitment to plant 50 trees in each school we
intervene in, creates a sense of awareness of environmental
sustainability within the community and children.

The Company''s focus is to address the most vulnerable
sections of society and to stand for women and children
welfare. The funds have been carefully spent on CSR projects
so that they result in the ultimate objectives meted out in the
Company''s CSR Policy. The Company has spent '' 379 Lakhs

('' 227 Lakhs in 2023) on CSR activities during the financial
year ended on December 31, 2024. The Report on Corporate
Social Responsibility Activities is attached as Annexure VIII
and forms part of this Annual Report.

Vigil Mechanism / Whistleblower policy

The Company has in place a Speak Up and Incident Reporting
(Whistle Blowing) Policy to deal with unethical behaviour,
victimisation, fraud and other grievances or concerns, if any.
The aforementioned policy is available on the Company''s
website www.vesuviusindia.in and the weblink thereof has
been provided elsewhere in this Annual Report.

Auditors

M/s Price Waterhouse Chartered Accountants LLP, (Firm
Registration No: 012754N/ N500016) have been re-appointed
as the Statutory Auditors of the Company for the second
term of 5 (five) consecutive years, from the conclusion of the
thirty-first Annual General Meeting held on May 6, 2022 till
the conclusion of the thirty-sixth Annual General Meeting of
the Company. The Auditors have confirmed that they comply
with all the requirements and criteria and are not disqualified
to continue to act as Auditors of the Company.

The Independent Auditor''s Report on the Financial Statements
of the Company for the financial year ended on December
31, 2024, does not contain any qualification or reservation
or adverse remark or disclaimer. The Auditors have not
come across any instance of material fraud by the Company
or in the Company by its officers or employees during the
year. The Notes to the financial statements referred in the
Auditors'' Report are self-explanatory and do not call for any
further comments.

Secretarial Audit

Pursuant to Section 204 of the Act and Regulation 24A of the
SEBI LODR, the Secretarial Audit was conducted by M/s Anjan
Kumar Roy & Co. Company Secretaries (Firm Unique Code:
S2002WB051400) for the year under review. The Secretarial
Audit Report is attached to this Report and marked as
Annexure IX. There are no qualifications or observations or
adverse remarks in the Secretarial Audit Report. The contents
of the Secretarial Audit Report are self-explanatory and do
not call for any further comments by the Board.

Pursuant to Regulation 24A of the SEBI LODR and the
Audit Committee , the Board recommends appointment of
M/s Anjan Kumar Roy & Co, as the Secretarial Auditor of the
Company for a period of 5 (five) consecutive years, with effect
from January 1, 2025. An appropriate resolution seeking
approval of the shareholders of the Company has been
included in the Notice convening the AGM.

Cost Audit

The Cost Audit Report of the Company, as required under
Section 148 of the Act, for the financial year ended December
31, 2023, did not contain any qualification, reservation, or
adverse remark and has been filed with the Registrar of
Companies, Ministry of Corporate Affairs. The cost audit of
the cost records maintained by the Company for the financial
year ending December 31, 2024, will be conducted within the
stipulated time.

The Board of the Company has reappointed M/s J K & Co.
(formerly Jithendra Kumar & Co.), Cost Accountants (Firm
Registration No. 004010), as the Cost Auditors of the Company
for the financial year ending December 31, 2025. The firm
meets the eligibility criteria for appointment. The remuneration
payable to the Cost Auditors requires ratification by the
shareholders of the Company. Accordingly, an appropriate
resolution for ratification of the remuneration of the Cost
Auditors has been proposed in the Notice convening the AGM.

In accordance with the provisions of the Act, read with
the Companies (Cost Records and Audit) Rules, 2014, the
Company has maintained cost records.

Public 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

The Company has not given any loans, directly or indirectly,
to any person (other than to its employees under contractual
obligations) or other bodies corporate or any guarantee or
provided any security in connection with a loan taken by any
other body corporate or person. The Company has not made
any investment in the shares of the parent / holding company
or any of its fellow subsidiaries or any other company or
body corporate.

Related Party Transactions

During the year under review, all contracts / arrangements
/ transactions entered by the Company with related parties
were in its ordinary course of business and on an arm''s length
basis. The Company has not entered into any contract /
arrangement / transaction with related parties which is
required to be reported in Form AOC - 2 in terms of Section
134(3)(h) read with Section 188 of the Act and Rule 8(2) of the
Companies (Accounts) Rules, 2014. There were no related
party transactions which could have potential conflict with
the interests of the Company at large. It is confirmed that no
loans or advances have been received or paid to the holding
company or any fellow subsidiaries or any Director or to any

firms or companies in which a director is interested. All related
party transactions entered during the current financial year
are disclosed under Note No. 42 of the Audited Financial
Statement of the Company in accordance with the Indian
Accounting Standard 24 on Related Party Disclosures notified
by the Companies (Indian Accounting Standards) Rules, 2015,
and are not repeated in this Report.

Risk Management Framework and Policy

The policy on risk assessment and minimisation procedures
as laid down by the Board are periodically reviewed by the
Risk Management Committee, Audit Committee and the
Board. The policy facilitates the identification of risks at the
appropriate time and ensures necessary steps are taken to
mitigate the risks. The Risk Management Policy is available
on the website of the Company www.vesuviusindia.in and the
weblink thereof has been provided elsewhere in this Report.

Material Changes and Commitments

There were no material changes and commitments or
significant events affecting the financial position of the
Company occurred between December 31, 2024 and the date
of this Report.

Significant and Material Orders

There were no significant and material orders passed by
regulators or courts or tribunals impacting the going concern
status of the Company and its operations in the future.

Annual Return

The Annual Return of the Company for the year ended on
December 31, 2024 is available on the website of the Company
www.vesuviusindia.in and the weblink thereof has been
provided elsewhere in this Annual Report.

Prevention of Sexual Harassment

In compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act), and the Rules made thereunder, the Company
has in place a policy which mandates no tolerance against
any conduct amounting to sexual harassment of women
at workplace. The Company has reconstituted Internal
Committee (IC) during the year under review to redress and
resolve any complaints arising under the POSH Act. Training/
awareness programme are conducted throughout the year to
create sensitivity towards ensuring a respectable workplace.
During the reporting period, the Company has not received
any complaint under the POSH Act.

Annexures forming a part of this Report

The following Annexures as referred to in this Report form part
of the Board''s Report:

Annexure	Particulars
i	Corporate Governance Report
ii	Certificate of Non-Disqualification of Directors
iii	Certificate on Corporate Governance
IV	Managing Director''s and Chief Financial Officer''s Certificate under Regulation 17(8) of the SEBI LODR
V	Managing Director''s Certificate on compliance with the Code of Conduct
Vi	Business Responsibility and Sustainability Report
VII	Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Viii	Annual Report on Corporate Social Responsibility
iX	Secretarial Audit Report

Company Policies

The following policies framed as per the requirements and
criteria prescribed under the Act and the SEBI LODR are
available on the Company''s website www.vesuviusindia.in
and the weblinks thereof have been provided elsewhere in
this Annual Report:

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) Code of Conduct

m) Policy for Determination of Materiality of Events

n) Business Responsibility and Sustainability
Reporting Policy

Human Resources Management & Health,

Safety and Environment

At Vesuvius, we believe that human capital is a key driver of
the Company''s success and growth. Striving to be one of the
best organisations in providing an optimal work-life balance,
Vesuvius offers various training and awareness programs
to enhance professional skills, promote safety awareness,
and recognise employees'' contributions to the business. All
employees receive the necessary training to adhere to the

Company''s CORE Values and Policies, including training on
the Insider Trading Code, Anti-Bribery and Anti-Corruption
Policy, and Prevention of Sexual Harassment Policy.

Appreciation

The Board of your Company record their sincere appreciation
of the dedication and commitment of all employees, in
continuing their achievements and excellence in all areas of
the business. The Board thanks 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 Chairperson

Date: February 26, 2025 (DIN: 00048258)

---

Dec 31, 2023

The Board of Directors have the pleasure of presenting the Thirty-third Annual Report together with the Audited Financial Statements of the Company for the financial year ended on December 31, 2023.

The Company’s financial performance for the aforesaid financial year is summarised below:

(Amount in Rs. Lakhs)
Particulars	Year ended 31.12.2023	Year ended 31.12.2022
Revenue from Operations	1,60,313	1,34,258
Other Income	3,490	2,286
Total Income	1,63,803	1,36,544
Profit before Depreciation, Interest & Tax (PBDIT)	32,175	18,672
Depreciation & Amortisation	3,592	2,986
Finance Cost	43	NIL
Profit before Tax	28,540	15,686
Provision for Income Tax	7,246	4,007
Profit for the year after Tax	21,294	11,679
Other comprehensive income/(loss) for the year, net of Tax	(45)	94
Total comprehensive income for the year	21,249	11,773
Transfer to Reserves	NIL	NIL
Proposed Dividend @ Rs. 12.75 per share (Rs. 8.25 per share in 2022)	2,588	1,674
Basic & Diluted Earnings per Share (in Rs.)	104.92	57.54

Dividend

The Board of Directors has recommended a dividend of Rs. 12.75 per equity share of Rs. 10/- each fully paid-up of the Company (last year Rs. 8.25 per equity share of Rs. 10/-each). The dividend will entail a cash outflow of Rs. 2,588 Lakhs (last year Rs. 1,674 Lakhs). The dividend is subject to approval of members at the ensuing Annual General Meeting. The dividend, if approved by the shareholders, will be deposited in a separate bank account within 5 days from the date of declaration and will be paid within May 10, 2024, subject to deduction of income tax at source, as applicable.

The dividend recommended is in accordance with the Dividend Distribution Policy of the Company, which is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

Financial Year of the Company

The Company follows January 01 to December 31 as its financial year.

In terms of section 2(41) of the Companies Act, 2013 (the “Act”), by an Order dated January 07, 2016, passed by then Hon''ble Company Law Board, Kolkata Bench, the Company has been allowed to retain and follow January 01 to December 31 as its financial year.

Business of the Company

There has been no change in the nature of the business of the Company.

Management Discussion and Analysis Report

Management Discussion and Analysis Report (including key financial ratios) for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR”), is presented in a separate section, forming part of the Annual Report.

Internal Control of the Company

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with various internal controls and other regulatory and statutory requirements. These internal controls have been strengthened with the introduction of more electronic controls, compliances and vigilance methods. The Board of Directors of the Company, in consultation with the Internal Auditors, reviews the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems and related party transactions and compliances thereof with the applicable laws, rules and

regulations. The Internal Auditors of the Vesuvius Group conduct internal audit on a pan-India basis. The Company''s Policies, the Code of Conduct and CORE Values and Behaviours are applicable to Directors and all employees of the Company and the same have been complied with during the year. These Policies are available on the Company''s website www.vesuviusindia.in and weblinks thereof are also mentioned later in this Report.

Internal Financial Controls: The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were reviewed and no reportable material weakness was observed.

Subsidiaries, Joint Ventures and Associate Companies

The Company neither has any subsidiary nor any associate company nor any joint venture. Therefore, the disclosures in this regard are not applicable to the Company.

Group Activities

Vesuvius plc., the ultimate holding company, is listed on the London Stock Exchange and is a global leader in molten metal flow engineering and technology, serving process industries operating in challenging high-temperature conditions.

The Vesuvius Group is a global corporate giant in the field of design, engineering, manufacture and delivery of refractory, systems and services for high-technology industrial applications (especially steel). The Group develops and manufactures high-technology products and solutions predominantly for supply to the steel and foundry casting industries, operating a profitable, flexible, cash-generative and growth-building business model with continuing innovation and customised solutions, often used in extremely demanding industrial environments, which enable its customers to make their manufacturing processes safer, more efficient and more sustainable. These include flow control solutions, advanced refractories and other consumable products and increasingly, related technical services including data capture.

The Group has a worldwide presence, serving its customers through a network of cost-efficient manufacturing plants. Vesuvius embeds its industry experts within customers'' operations and supports customers through its global technology centres.

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

The Company has defined five key execution priorities, which encapsulate the Group''s immediate aims, including its strategic focus on sustainability:

• Reinforcing technology leadership

• Developing the technical service offering and increasing penetration of value-creating solutions

• Capturing and sustaining growth in developing markets

• Improving cost leadership and margins

• Driving sustainability within Vesuvius and for its customers

The Group has a view that the Indian steel industry is extremely sophisticated and has a strong ambition to keep producing high-quality steel. Group further believes that the right strategy to grow in India is technological differentiation. Accordingly, investing in the greenfield plant in India to build state-of-the-art manufacturing capabilities to produce the most elaborate and high-end products for the Indian customers is a winning strategy. A high-quality professional team in India is well-placed and ready to complement this strategy.

ISO Certification

The Company''s factories at Kolkata and Visakhapatnam have been certified ISO 9001, ISO 14001 and ISO 45001 for Quality, Safety & Environment Management Standards. The Company''s customer operations at Tata Steel -Jamshedpur, Tata Steel - Kalinganagar, JSW - Dolvi and JSW - Vijayanagar, are also ISO 45001 certified for Safety Management Standard.

Board of Directors

The Company has an optimum combination of executive, non-executive and independent directors, including an independent woman director. As on December 31, 2023, the Board is comprised of 7 (seven) directors, with 6 (six) non-executive directors of which 3 (three) are Independent Directors including the Chairman and the woman director. There has been no change in the composition of the Board of Directors of the Company during the year under review. Pursuant to the provisions of Section 152(6) of the Act, the shareholders of the Company had re-appointed Mr. Nitin Jain (DIN: 07934566), who was liable to retire by rotation, at 32^nd Annual General Meeting held on May 03, 2023.

Mr. Pascal Genest (DIN: 09473571) retires from the Board by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends the re-appointment of Mr. Pascal Genest as a Director liable to retire by rotation.

Mr. Patrick Andre (DIN : 07619754) was appointed as Director (not liable to retire by rotation), under the category of non-executive and non-independent director, by the shareholders at the Annual General Meeting of the Company held on April 10, 2018. Pursuant to Regulation 17(1D) of the SEBI LODR, continuation of Mr. Andre as Director of the Company would require approval of the shareholders at the

first General Meeting to be held after March 31, 2024. The Board recommends Mr. Andre''s continuation as Director, not liable to retire by rotation for approval of the shareholders at the ensuing Annual General Meeting of the Company.

The information regarding re-appointment of Mr. Pascal Genest as required under Regulation 36 of the SEBI LODR has been given in the Notice convening the ensuing Annual General Meeting. The relevant details for Mr. Patrick Andre have also been given for information of the shareholders.

None of the Directors of the Company are disqualified and/or debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the “SEBI”).

Separate Meeting of Independent Directors & Performance Evaluation

In terms of Schedule IV to the Act and the SEBI LODR, a separate Meeting of the Independent Directors of the Company, namely, Mr. Biswadip Gupta, Mr. Sudipto Sarkar and Miss Nayantara Palchoudhuri, was held on December 6, 2023. The Independent Directors carried out annual performance evaluation of the Chairman, the nonindependent directors and the Board as a whole.

Pursuant to Section 178 of the Act and Regulation 17 of the SEBI LODR and in accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors and the same is also mentioned in the Corporate Governance Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the SEBI LODR and are also compliant with requirements of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. The Board of Directors confirms that the Independent Directors also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014.

Key Managerial Personnel

The Company has following whole time Key Managerial Personnel as on December 31, 2023:

a) Mr. Nitin Jain, Managing Director

b) Mr. Rohit Baheti, Chief Financial Officer

c) Mr. Saheb Ali, Company Secretary

During the financial year under review, Mr. Rohit Baheti was appointed as the Chief Financial Officer of the Company, as per the provisions of Section 203 of the Act, with effect

from February 27, 2023 to fill the vacancy occasioned by the resignation of Mr. Sivasis Sen on January 25, 2023.

On June 10, 2023, Mr. Saheb Ali was appointed as the Company Secretary of the Company, as per the provisions of Section 203 of the Act, in place of Mr. Vikram Singh who had resigned with effect from June 09, 2023.

Corporate Governance

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. Pursuant to Regulation 34(3) read together with Schedule V of the SEBI LODR, the Company has prepared Corporate Governance Report which forms part of this Report, marked as Annexure I. As per Para C and E of Schedule V of the SEBI LODR, the Company has obtained two certificates from Mr. Anjan Kumar Roy of M/s Anjan Kumar Roy & Co., Company Secretaries (a) Certificate on Non-Disqualification of Directors; and (b) Certificate on the compliance of the conditions of the Corporate Governance. These certificates form part of this Report, marked as Annexure II and III.

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 and is responsible for compliance with policies and procedures, maintenance of records and monitoring adherence to the Regulations. Regular trainings are conducted for designated persons and other employees of the Company to sensitise them about the compliance requirements of the Regulations.

The Managing Director and the Chief Financial Officer have given their certificate as required under Regulation 17(8) read with Part B of Schedule II of the SEBI LODR regarding the annual Financial Statements of the Company for the year ended on December 31, 2023, which forms part of this Report, marked as Annexure IV.

Compliance with the Code of Conduct

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. The Managing Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of the SEBI LODR regarding compliance with the Code of Conduct of the Company for the year ended on December 31, 2023, which forms part of this Report, marked as Annexure V.

The Code of Conduct is available on the Company''s website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

Board Meeting

Five meetings of the Board of Directors were held during the year. The details of the meetings held and attendance of each Director are provided in the Corporate Governance Report.

Committees of the Board

Pursuant to various requirements under the Act and the SEBI LODR, the Board of Directors has constituted/reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee and Board Management Committee. The details of composition, terms of reference, number of meetings held during the year, attendance thereat and other details pertaining to these committees are mentioned in the Corporate Governance Report. All recommendations made by the Audit Committee during the year were accepted by the Board of Directors of the Company.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of Directors, with respect to the Audited Financial Statements for the financial year ended on December 31, 2023, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

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 that year;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Compliance with Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

Business Responsibility and Sustainability Report

Pursuant to the SEBI LODR, the Business Responsibility & Sustainability Report (BRSR) describing the initiatives taken by the Company from an environmental, social and governance perspective forms part of this Report, marked as Annexure VI.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The prescribed particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, forms part of this Report, marked as Annexure VII.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules, forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act, this Report excluding the aforesaid information is being sent to the shareholders of the Company. Any shareholder interested in obtaining such information may write to the Company Secretary at vesuviusindia@ vesuvius.com.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Board of Directors of your Company has a Corporate Social Responsibility (“CSR”) Committee. The details of the composition of the Committee and meetings held during the year are mentioned in the Corporate Governance Report as well as in the Annual Report on CSR. The Corporate

Social Responsibility Policy is available on the Company''s website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

The Company is committed to positively contributing to education by supporting educational opportunities for children and youth, especially from an economically disadvantaged background, and for women in scientific/technical fields of education. The Company continued to spread awareness of STEM (Science, Technology, Engineering and Mathematics) to students, especially females to empower them to move toward technical education. Introduction of digital learning through App based multimedia platform - Geneo which was introduced in earlier year, continued to give a huge response to initiate the efforts towards STEM education.

The Company helped adolescent girls through back-to-school initiative of the Company, to re-enrol in schools. The Company aims at achieving sustainable development goals by providing quality education and access to safe places for children, good sanitation and clean drinking water. WASH (Water, Sanitation and Hygiene) in schools is being addressed through infrastructure and awareness programs. Significant increases in attendance have been achieved because of the Company''s intervention in 11 schools in 2023. Employees at customer sites have come together in supporting STEM locally where the Company received good feedback. Another new project to enhance women in technical education has been started as Vesuvius Women Club(s) in engineering colleges to foster and nurture females in technical backgrounds to be future ready to enter in the workforce. This Club is a body by the students, for the students to get more exposure through different learning platforms and through cross functional learning.

Activities like supporting healthcare, hunger/poverty eradication, welfare, etc. are also covered under CSR Policy. The 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 increasing social assets. The Company''s focus is to address the most vulnerable sections of society and to stand for women and children welfare. The funds have been carefully spent on CSR projects so that they result in the ultimate objectives meted out in the Company''s CSR Policy. An internal CSR steering Committee has been formed to understand the need in and around Company''s plants to implement such projects which are more impactful in nature. Meetings have been held with agencies in locations where the Company''s factories are located and with those having a pan-India presence to provide support to CSR projects with periodic monitoring and evaluation. The Company has spent Rs. 227 Lakhs (Rs. 194 Lakhs in 2022) on CSR activities during the financial year ended on December 31, 2023. The Report on Corporate Social Responsibility is attached as Annexure VIII and forms part of this Report.

Vigil Mechanism / Whistleblower policy

The Company has in place a Speak Up and Incident Reporting (Whistle Blowing) Policy to deal with unethical behaviour, victimisation, fraud and other grievances or concerns, if any. The aforementioned policy is available on the Company''s website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

Investor Education and Protection Fund (IEPF)

The Company has a balance of unclaimed dividend (relating to the financial year ended on December 31, 2016) amounting to Rs. 9 Lakhs as on December 31, 2023, which have remained unclaimed by the shareholders. The due date for transfer of the said unclaimed dividend into IEPF Account is June 8, 2024. Further, the shares in respect of which dividends have not been claimed for seven consecutive years, are also due for transfer into Demat Account of the IEPF Authority on the same date.

The Company has sent individual reminders to the concerned shareholders on January 29, 2024, as well as an advertisement has also been published in the newspapers on February 08, 2024, requesting the concerned shareholders to encash their unclaimed dividends on or before May 20, 2024. A list of shareholders whose dividend remain unclaimed till the date of the Annual General Meeting held on May 03, 2023, have been uploaded on the website of the Company www.vesuviusindia.in under “Investors” tab under “Shareholder Information”. The shareholders are requested to check their unclaimed dividend from the list and contact the Company or its RTA to encash their unclaimed dividends.

Auditors

M/s Price Waterhouse Chartered Accountants LLP, (Firm Registration No: 012754N/ N500016) have been re-appointed as the Statutory Auditors of the Company for the second term of 5 (five) consecutive years, from the conclusion of the thirty-first Annual General Meeting held on May 06, 2022 till the conclusion of the thirty-sixth Annual General Meeting of the Company. The Auditors have confirmed that they comply with all the requirements and criteria and are qualified to continue to act as Auditors of the Company.

The Auditors have submitted their Independent Report on the Financial Statements of the Company for the financial year ended on December 31, 2023, which does not contain any qualification or reservation or adverse remark or disclaimer. The Auditors have not come across any instance of material fraud by the Company or in the Company by its officers or employees during the year. The Notes to the financial statements referred in the Auditors'' Report are selfexplanatory and do not call for any further comments.

Secretarial Audit

The Secretarial Audit, as required under Section 204 of the Act and Regulation 24A of the SEBI LODR, for the year under review, was conducted by M/s Anjan Kumar Roy & Co. Company Secretaries. The Secretarial Audit Report is attached and marked as Annexure IX and the same forms a part of this Report. There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in their Report. The contents of the Secretarial Audit Report are self-explanatory and do not call for any further comments by the Board.

Cost Audit

The Audit of the cost records of the Company, as required under Section 148 of the Act for the year ended on December 31, 2022 was conducted by M/s Jithendra Kumar & Co., Cost Accountants, and the Cost Audit Report for the said financial year had been filed with the Regulator. They have been also appointed to carry out audit of cost records of the Company for the year ended on December 31, 2023, which would be conducted within the stipulated time.

The Board of Director has reappointed M/s Jithendra Kumar & Co., Cost Accountants, as the Cost Auditors of the Company for the financial year ending on December 31, 2024. The remuneration payable to the Cost Auditors is required to be ratified by the shareholders of the Company. Accordingly, an appropriate resolution for ratification of the remuneration of the Cost Auditors has been proposed in the Notice convening the ensuing Annual General Meeting. The Company is maintaining the cost accounts and records, as required to be maintained under Section 148 of the Act and rules framed thereunder.

Public 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 Company''s policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or other bodies corporate or give any guarantee or provide any security in connection with a loan taken by any other body corporate or person. The Company has not made any investment in the shares of the parent / holding company or any of its fellow subsidiaries or any other company or body corporate.

Related Party Transactions

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in its ordinary course of business and on an arm''s

length basis. The Company has not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form AOC - 2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. There were no related party transactions which could have potential conflict with the interests of the Company at large. It is confirmed that no loans or advances have been received or paid to the holding company or any fellow subsidiaries or any Director or to any firms or companies in which a director is interested. All related party transactions entered during the current financial year are disclosed under Note No. 40 of the Audited Financial Statement of the Company in accordance with the Indian Accounting Standard 24 on Related Party Disclosures notified by the Companies (Indian Accounting Standards) Rules, 2015, and are not repeated in this Report.

Risk Management Framework and Policy

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk Management Committee, Audit Committee and the Board. The policy facilitates the identification of risks at the appropriate time and ensures necessary steps are taken to mitigate the risks. The Risk Management Policy is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

Material Changes and Commitments

There were no material changes and commitments or significant events affecting the financial position of the Company occurred between December 31, 2023 and the date of this Report.

Significant and Material Orders

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status of the Company and its operations in the future.

Annual Return

The Annual Return for the year ended on December 31, 2022, filed with the Ministry of Corporate Affairs, is available on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year ended on December 31,2023, is uploaded on the website of the Company www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report. The final Annual Return shall be uploaded in the same weblink after the said Return is filed with the Registrar of Companies, Kolkata.

Annexures forming a part of this Report

The following Annexures as referred to in this Report form part of the Board''s Report:

Annexure	Particulars
I	Corporate Governance Report
ii	Certificate of Non-Disqualification of Directors
iii	Certificate on Corporate Governance
IV	Managing Director’s and Chief Financial Officer''s Certificate under Regulation 17(8) of the SEBI LODR
V	Managing Director''s Certificate on compliance with the Code of Conduct
VI	Business Responsibility and Sustainability Report
VII	Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VIII	Annual Report on Corporate Social Responsibility
IX	Secretarial Audit Report

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, Independent Women Director of the Company, as an Advisor (just to keep parity - refer page xx of CGR) to the Committee. The Prevention of Sexual Harassment Policy is available on the Company''s website www.vesuviusindia.in and the weblink thereof has been provided elsewhere in this Report. All employees, especially women employees, were made aware of the Policy and the manner in which complaints could be lodged.

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 Clause 10(l) of Para C of Schedule V of the SEBI LODR for the year ended on December 31, 2023:

Number of complaints of sexual : 1

harassment received in the year Number of complaints disposed of : 1

during the year

Number of cases pending for more : NIL than ninety days

Number of complaints pending as on : NIL the end of the financial year

Number of workshops or awareness : Employees programmes against Sexual have been given

Harassment carried out online training

Nature of action taken by the : Not applicable

employer or District Officer

Cyber Security Incident update

In continuation of the cyber security incident reported by the Company on February 06, 2023, we report that the Company has assessed the said incident assisted by leading cyber security experts. Based on the findings of the cyber security experts, it was concluded that all the systems of the Company, across various functions, are working normally, with no assessed impact on the financial performance of the Company. On review of the data affected by the incident, it is confirmed that no material breaches or loss of relevant data or documents have been identified.

Company Policies

The following policies framed as per the requirements and criteria prescribed under the Act and the SEBI LODR are available on the Company''s website www.vesuviusindia.in and the weblinks thereof have been provided elsewhere in this Report:

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) Code of Conduct

m) Policy for Determination of Materiality of Events

n) Business Responsibility and Sustainability Reporting Policy

operational matters and also on the Anti-Bribery and AntiCorruption Policy of the Company and Prevention of Sexual Harassment Policy.

Appreciation

The Board of Directors of your Company record their sincere appreciation of the dedication and commitment of all employees, in continuing their achievements and excellence in all areas of the business. The Board of Directors thanks the shareholders, customers, suppliers and bankers and other stakeholders for their continuous support to the Company.

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 are 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 programme 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 the environment.

All employees have been made aware of the Insider Trading Code and undergone training on commercial and

---

Dec 31, 2022

Your Directors have the pleasure of presenting their 32nd Annual Report together with the Audited Financial Statements of the Company for the financial year ended on December 31,2022.

The Financial Results of the Company are summarised below:		(Rs. in Lakhs)
Particulars	Year ended 31.12.2022	Year ended 31.12.2021
Revenue from Operations	1,34,258	1,04,716
Other Income	2,286	1,966
Total Revenue	1,36,544	1,06,682
Profit before Depreciation, Interest & Tax (PBDIT)	18,672	11,890
Depreciation & Amortisation	2,986	2,734
Interest Expenses	Nil	Nil
Profit before Tax	15,686	9,156
Provision for Income Tax	4,007	2,351
Profit for the year after Tax	11,679	6,805
Other comprehensive income for the year, net of tax	94	66
Total comprehensive income for the year	11,773	6,871
Transfer to Reserves:	Nil	Nil
Proposed Dividend:
Proposed Dividend @ Rs. 8.25 per share (Rs 8 per share in 2021)	1,674	1,624
Basic & Diluted Earnings Per Share:	57.54	33.52
Disclosures under Regulation 34(3) read with Schedule V Clause B of SEBI (LODR)
(i) Debtors Turnover Ratio	7.11	6.07
(ii) Inventory Turnover Ratio	5.79	5.91
(iii) Interest Coverage Ratio	NA	NA
(iv) Current Ratio	3.34	3.74
(v) Debt Equity Ratio	NA	NA
(vi) Operating Profit Margin	10.3%	7%
(vii) Net Profit Margin	8.7%	6%
(viii) Return on Net Worth	13.9%	8%

Details of significant change in the Ratios (i.e., change of 25% or more)

The Operating Profit Margin, Net Profit Margin and Return on Net Worth have registered upside variations of 47%, 45%, and 74% in 2022 as compared to 2021, on account of significant growth in the earnings of the Company.

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 December 31 of each year.

Industry Structure and Developments, Opportunities and Threats, Outlook, Risks & Concerns

Macroeconomic Environment

In a world of extreme uncertainty, India is witnessing a conducive environment of macroeconomic stability: the economy remains resilient, inflation has started moderating, fiscal consolidation is gaining traction, the current account deficit is showing signs of moderation, forex reserves have improved, and the banking sector remains healthy.

Reserve Bank of India has projected real GDP growth for 2023-24 at 6.4% compared to 7% in 2022-23. Domestic urban demand has been sustained by strong discretionary spending as reflected in healthy passenger vehicle sales and domestic air passenger traffic. The stronger prospects for agricultural and allied activities are likely to boost rural demand. Strong credit growth, resilient Indian financial markets, and the government''s continued thrust on capital spending and infrastructure have created a congenial environment for investment.

The inflation outlook is mixed. The global commodity price outlook, including crude oil, is subject to uncertainties on demand prospects as well as from risks of supply disruptions due to geopolitical tensions. The Reserve Bank''s enterprise surveys point to little softening of input cost and output price pressures in manufacturing. RBI has pegged inflation at 6.5% in 2022-23 and is projected at 5.3% for 2023-24.

Union Budget 2023-24 outlines investments in Infrastructure and productive capacity as a large multiplier impact on growth and employment and in view of this, capital investment outlay

is being increased steeply for the third year in a row by 33% to Rs 10 lakh crore, which would be 3.3% of GDP (almost three times the outlay in 2019-20). The ''Effective Capital Expenditure'' of the Government is budgeted at Rs 13.7 lakh crore, which will be 4.5% of GDP

Refractory is one of the key components in the production of materials used for building infrastructure, and transportation and hence is an essential part of the products we use in our day-today lives. About 70% of the refractories that are manufactured find application in the steel industry, 7% in the cement industry, 6% in non-ferrous industries and the balance in other industries.

Outlook on Indian Steel Industry

In 2022, steel production declined in all major regions globally, except India where crude steel production grew by 6% to 124.7 million metric tonnes. India has already emerged as the second largest steel producer in the world and our per capita steel consumption has gone up from 57 kg to 78 kg during the last nine years.

Indian government''s continued thrust on infrastructure shall help in achieving its vision of doubling steel production from the present capacity of 150 million metric tonnes per annum to 300 million metric tonnes per annum by 2030 and 500 million tonnes of green and clean steel capacity by 2047. The government has selected 67 applications from 30 companies under the Production Linked Incentive Scheme for speciality steel & already signed MoU with 27 steel makers kickstarting Rs. 6,322 crores PLI scheme. This is expected to attract an investment of Rs. 30,000 crores, with an increase in capacity by almost 25 million tonnes and an employment generation potential of nearly 55,000 people. Further, domestic steel makers'' stable credit profiles, deleveraged balance sheets, and robust cash accrual support continue to support their capex.

As per World Steel Association, India''s steel consumption was expected to be 112.7 million tonnes in FY22, up from 106.2 million tonnes in 2021, an increase of 6.1% y-o-y. With increased government spending towards various infrastructure sectors such as roads, railways, airports, ports, mass transport, waterways, and logistic infra, an increase in capex allocation by 38% y-o-y by central public sector enterprises, government initiatives to support the

steel production (production linked incentive schemes, vehicle scrappage policy, etc), resumption of real estate and construction work, domestic steel demand in the industry is expected to grow by 6.7% to 120.3 million tonnes in 2023.

In 2021-2022, Indian steel producers stepped in to fill the supply gap created due to the Russia-Ukraine war and the decline in Chinese exports. However, during the period of April 2022 - February 2023 India''s steel exports fell 52% y-o-y to 5.90 million tonnes because of weak global demand and the imposition of export duty on steel products between May 2022 - November 2022. The demand in the international market is expected to remain subdued in the near term due to a weak external environment globally amid high inflation, rising interest rates, and soaring energy prices but there are regions like the Middle East and Asia where steel demand is growing and can boost the Indian exports of steel products in the near to medium term.

Outlook on Indian Cement Sector

India is the second largest producer of cement in the world but the per capita consumption of cement in India is still low at

242 kg compared to the world average of 500 kg. India accounts for more than 7% of the global installed capacity. Indian cement consumption reached 355.46 million tonnes in FY22 and is expected to reach 450.78 million tonnes by the end of FY27. A growing housing sector, which typically accounts for 60-65% of India''s cement consumption, will remain a key demand driver. Also, continued large investments in roads and infrastructure projects will fuel cement demand. India built 12,000 kilometres of highways in 2022 alone and this momentum will likely continue in 2023 and 2024, supported by various government initiatives. Furthermore, in the Union Budget 2023-24, the government allocated $1.8 billion for the creation of safe housing, clean drinking water and sanitation, and increasing road and telecom connectivity, among other initiatives. The government has also allocated $9.6 billion to address urban housing shortages. With these healthy demand drivers, India''s cement production is expected to range between 380-390 million tonnes in FY23, a growth rate of 8-9% y-o-y.

Outlook on Indian Aluminium Sector

At 4.1 million tonnes per annum (MTPA), India has the second-largest aluminium production capacity in the world.

AlCircle research has estimated that aluminium usage in India is likely to grow at a CAGR of 6.7% annually to reach 4.84 million tonnes by 2026-27. The nation has a huge reservoir of Bauxite, and it needs to increase bauxite production to nearly 70 million tonnes by the fiscal year of 2030-2032 to meet the future demand. Total aluminium (primary and secondary) demand in India in fiscal 2022 is estimated at 3.9 million tonnes, logging a CAGR of 4-5% from fiscal 2015 to fiscal 2022.

Aluminium consumption in India at 2.7 kg per capita is much below the global average of 11 kg per capita. Demand for the metal is expected to pick up as the scenario improves for user industries, like power, infrastructure, and transportation

Million Tonnes	2021-22*	2020-21*	Growth %
Aluminium Production	4.0	3.6 11.1
Aluminium Domestic Sales	1.6	1.3	16.4
Aluminium Export Sales	2.5	2.3	5.8
Aluminium Imports	2.3	2.1	13.3
Total Aluminium Consumption	3.9	3.4	14.5
* Ref - CRU Aluminium Monitor

Internal Control of the Company

The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliance with 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. The Board of Directors of the Company in consultation with the Internal Auditor periodically reviews the effectiveness of internal controls and compliance controls, financial and operational risks, risk assessment and management systems, and related party transactions, and compliance thereof with the applicable laws, rules and regulations. The Internal Auditor of the Vesuvius Group conducts an internal audit on a pan-India basis. The Company''s Policies, the Code of Conduct, and CORE Values and Behaviours are applicable to Directors and

all employees of the Company and the same have been complied with during the year. A list of these Policies which is available on the Company''s website www.vesuviusindia.in is mentioned later in the Board''s Report.

Internal Financial Controls: The Company has in place adequate internal financial controls with reference to the Financial Statements. During the year, such controls were reviewed, and no reportable material weakness was observed.

There has been no change in the nature of the business of the Company. The Company neither has any subsidiary nor any associate company, therefore disclosures in this regard are not provided in the Board''s Report.

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status of the Company and its operations in the future.

Dividend

In terms of the Dividend Distribution Policy of the Company, your Board of Directors is pleased to recommend a dividend of Rs. 8.25/- per Equity Share (previous year Rs. 8/- per Equity Share) of the nominal value of Rs. 10/- each. The dividend will entail a cash outflow of Rs. 1,674 lakhs (previous year Rs. 1,624 lakhs). If declared by the Shareholders at the forthcoming Annual General Meeting, the dividend will be deposited in a separate bank account within 5 days from the date of declaration and will be paid within May 20, 2023.

The Dividend Distribution Policy of the Company is available on the website of the Company www.vesuviusindia.in and the web link of the same has been disclosed separately in the Annual Report.

Group Activities

Vesuvius plc, the ultimate holding company, is listed on the London Stock Exchange and is a global leader in molten metal flow engineering and technology, serving process industries operating in challenging high-temperature conditions.

The Vesuvius Group develops innovative and customised solutions, often used in extremely demanding industrial environments, which enable its customers to make their manufacturing processes safer, more efficient, and more sustainable. These include flow control solutions, advanced refractories and other consumable products and increasingly, related technical services including data capture.

The Group has a worldwide presence, serving its customers through a network of cost-efficient manufacturing plants. Vesuvius embeds its industry experts within customers'' operations and supports customers through its global technology centres.

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

The Company has defined five key execution priorities, which encapsulate the Group''s immediate aims, including its strategic focus on sustainability:

• Reinforcing technology leadership

• Developing the technical service offering and increasing penetration of value-creating solutions

• Capturing growth in developing markets

• Improving cost leadership and margins

• Driving sustainability within Vesuvius and for customers

The group has a view that the Indian steel industry is extremely sophisticated and has a strong ambition to keep producing high-quality steel. Group further believes that the right strategy to grow in India is technological differentiation. Accordingly, investing in the greenfield plant in India to build state-of-the-art manufacturing capabilities to produce the most elaborate and high-end products for our Indian customers is a winning strategy. A high-quality professional team in India is well-placed and ready to complement this strategy.

ISO Certification

The Company''s factories at Kolkata and Visakhapatnam have been certified ISO 9001, ISO 14001, and ISO 45001 for Quality Management Systems Standards. Our customer operations at Tata Steel Jamshedpur and Kalinganagar, JSW Dolvi, and Vijaynagar, all are ISO 45001 certified.

Board of Directors

The Company has an optimum combination of executive and non-executive directors, including independent directors and a woman director. As on December 31, 2022, the Board is comprised of 7 (seven) directors, with 6 (six) non-executive directors of which 3 (three) are Independent Directors including the Chairman.

During the financial year under review, the Board of Directors of the Company has appointed Mr Pascal Herve Martin Marie Genest (DIN: 09473571), as an Additional Director of the Company effective from February 24, 2022. The appointment of Mr Genest was regularised as a director liable to retire by rotation, by the Shareholders of the Company at their previous Annual General Meeting held on May 6, 2022.

Mr Thiago da Costa Avelar (DIN: 08697241), a Non-Executive Non-Independent Director, has stepped down from the directorship of the Company with effect from the closure of business hours on November 30, 2022.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 (the "Act"), the Shareholders of the Company at their previous Annual General Meeting held on May 6, 2022, re-appointed Mr Henry Knowles (DIN: 08751453), who was liable to retire by rotation.

None of the Directors of the Company are disqualified/debarred as per the applicable provisions of the Act and the Securities and Exchange Board of India (the "SEBI").

Director Retiring by Rotation

Mr Nitin Jain, Managing Director, (DIN: 07934566) retires from the Board by rotation and being eligible, offers himself for re-appointment. The Board of Directors recommends the said re-appointment. The information regarding the re-appointment of Mr Jain as required under Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI LODR") has been given in the Notice convening the ensuing Annual General Meeting.

Separate Meeting of Independent Directors & Evaluation Process

In terms of Schedule IV to the Act and the SEBI LODR, the Independent Directors of the Company, namely, Mr Biswadip Gupta, Mr Sudipto Sarkar, and Miss Nayantara Palchoudhuri, had a separate meeting on November 25, 2022, details whereof are given in the Corporate Governance Report. Further, pursuant to Section 178 of the Act and Regulation 17 of the SEBI LODR, the evaluation process was carried out by the Board and details of the same are mentioned in the Corporate Governance Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and the SEBI LODR. The Independent Directors have registered their names in the data bank of Independent Directors as being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended) and they have obtained lifetime registration with the IICA. The Board of Directors confirms that the Independent Directors also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Key Managerial Personnel

As required pursuant to the provisions of Section 203 of the Act, the Company has the following whole time Key Managerial Personnel as on December 31, 2022:

a) Mr Nitin Jain, Managing Director

b) Mr Vikram Singh, Company Secretary

c) Mr Sivasis Sen, Chief Financial Officer

Mr Sivasis Sen has resigned from the position of Chief Financial Officer of the Company with effect from January 25, 2023. To fill the vacancy occasioned by the resignation of Mr Sen, the Board of Directors of the Company upon recommendation of the Nomination and Remuneration Committee and the Audit Committee, has appointed Mr Rohit Baheti as the Chief Financial Officer (whole-time key managerial personnel) of the Company, as per the provisions of Section 203 of the Act, with effect from February 27, 2023.

Corporate Governance

In terms of the provisions of Regulation 34(3) read together with Schedule V of the SEBI LODR, the Corporate Governance Report forms part of the Annual Report and is given separately as Annexure I.

Further, as per Clause E of Schedule V of the SEBI LODR, the Company has obtained a certificate on the compliance of the conditions of the Corporate Governance, from Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co, Company Secretaries. The Company has also obtained a certificate pursuant to Para C Clause (10)(i) of Schedule V of the SEBI LODR, from Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co, 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. These certificates are given separately as Annexure II and Annexure III and form a part of this Report.

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 and is responsible for compliance with policies, and procedures, maintenance of records, and monitoring adherence to the Regulations. The Company Secretary is also the Nodal Officer for the purpose of compliance with the requirements of the Investor Education and Protection Fund Rules.

The Managing Director and the Chief Financial Officer have given their certificate as required under Regulation 17(8) read with Part B of Schedule II of the SEBI LODR regarding the annual Financial Statements of the Company for the year ended on December 31, 2022, which is given separately as Annexure IV and forms part of this Report.

Compliance with the Code of Conduct

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. The Code of Conduct is available on the Company''s website www.vesuviusindia.in. The Managing Director has given the certificate as required under Regulation 34(3) read with Part D of Schedule V of the SEBI LODR regarding compliance with the Code of Conduct of the Company for the year ended on December 31, 2022, which is given separately as Annexure V and forms part of the Board''s Report.

Board Meeting

The Board met 7 (seven) times during the financial year under review, the details of which are given in the Corporate Governance Report attached to this Report.

Committees of the Board

Pursuant to various requirements under the Act and the SEBI LODR, the Board of Directors has constituted/reconstituted (whenever necessitated) various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, and Board Management Committee. The details of composition, terms of reference, etc. pertaining to these committees are mentioned in the Corporate Governance Report. All recommendations made by the Audit Committee during the year were accepted.

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 Act and provisions of the SEBI LODR in the preparation of the annual accounts for the year ended on December 31, 2022, 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 that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 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.

Secretarial Audit

Secretarial Audit, as required under section 204 of the Act and Regulation 24A of the SEBI LODR, was conducted by M/s Anjan Kumar Roy & Co. Company Secretaries. The Secretarial Audit Report is attached as Annexure VI, and the same forms a part of the Board''s Report. There are no qualifications or observations, or adverse remarks made by the Secretarial Auditor in their Reports. The contents of the said Audit Report are self-explanatory and do not call for any further comments by the Board.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 and SS-2 issued by the Institute of Company Secretaries of India.

Business Responsibility and Sustainability Report

Regulation 34(2) of the SEBI LODR, inter alia, provides that the annual reports of the top 1000 listed entities based on market capitalisation (calculated as on December 31st of every financial year), shall include a Business Responsibility and Sustainability Report. Since the Company is one of the top 1000 listed entities, it has presented its first Business Responsibility and Sustainability Report for the financial year ended December 31, 2022 as Annexure VII, which forms a part of this Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are attached as Annexure VIII and forms a part of this Report.

Particulars of Employees

The prescribed particulars of employees of the Company and disclosures pertaining to remuneration and other details as required under Sections 134(3)(q) and 197(12) of the Act read with Rule 5

of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure IX which forms a part of this Report.

In terms of the provisions of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended (the Rules), a statement containing the names and other prescribed particulars of top 10 employees in terms of remuneration drawn and that of every employee, who if employed throughout the year, and/ or for part of the said year, was in receipt of remuneration in excess of the limits set out in the said Rules, is annexed to and forms part of this Report. However, having regard to the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company excluding this information. The aforesaid statement is available for inspection by shareholders at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy of the said information may write to the Company Secretary at the Registered Office of the Company and the same will be furnished on request and the said information is also available on the website of the Company. None of the employees is covered under Rule 5(2)(iii) of the said Rules.

Corporate Social Responsibility

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (as amended), the Board of Directors of your Company has a Corporate Social Responsibility ("CSR") Committee. The details of the composition of the committees and meetings held during the year are mentioned in the Corporate Governance Report. The Corporate Social Responsibility Policy is available on the Company''s website www.vesuviusindia.in.

The Company is committed to positively contributing to the future of the planet by supporting educational opportunities for children and youth, especially from an economically disadvantaged background, for women in scientific/technical fields of education. The year 2022 saw a major leap in spreading awareness of STEM (Science, Technology, Engineering and Mathematics) to students, especially females to empower them to move toward technical education. We could help adolescent girls through our back-to-school initiative. We aim at achieving sustainable development goals by providing quality education and access to safe places for children. WASH (Water, Sanitation and Hygiene) in schools is being addressed through infrastructure and awareness programs. Employees at customer sites have come together in supporting STEM locally where we received good feedback.

Activities like supporting healthcare, hunger/poverty eradication, welfare, etc. are also covered under CSR Policy. The 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 increasing social assets. We have shifted our focus to address the most vulnerable sections of society and to stand for women and children welfare. The funds have been carefully spent on CSR projects so that they result in the ultimate objectives meted out in the Company''s CSR Policy. Meetings have been held with agencies in locations where the Company''s factories are located

and with those having a pan-India presence to provide support to CSR projects with periodic monitoring and evaluation. The Company has spent approx. Rs. 194 lakhs (Rs. 214 lakhs in 2021) on CSR activities during the financial year ended December 31, 2022. The Annual Report on Corporate Social Responsibility is attached as Annexure X and forms part of this Report.

Vigil Mechanism / Whistleblower Policy

The Company has in place a Speak Up and Incident Reporting (Whistle Blowing) Policy to deal with unethical behaviour, victimisation, fraud and other grievances or concerns, if any. The aforementioned policy is available on the Company''s website www.vesuviusindia.in and the weblink of the same has been disclosed separately in the Annual Report.

Investor Education and Protection Fund

The Company has a balance of unclaimed dividend (relating to the financial year ended on December 31, 2015) amounting to Rs. 9.51 Lakhs as on December 31, 2022, which have not been paid or claimed by the Shareholders and the due date for transfer of the said unclaimed dividend to IEPF Account is June 5, 2023. Further, the shares in respect of which dividend has not been paid or claimed for seven consecutive years, are also due for transfer into IEPF Demat Account on the same date.

In adherence to the said IEPF Rules, the Company has sent individual reminders to the concerned shareholders on February 22, 2023, as well as an advertisement has also been published in the newspapers on February 25, 2023, and they are requested to encash their unclaimed dividends on or before May 20, 2023. In case the Company/RTA does not receive any claim from such shareholders by May 20, 2023, the Company shall proceed to transfer such unclaimed dividend/ shares to IEPF as per the IEPF Rules, without any further notice.

A list of Shareholders whose dividend remain unclaimed till the date of the Annual General Meeting held on May 6, 2022, have been uploaded on the website of the Company www.vesuviusindia.in under the heading"Investor Information". Shareholders are requested to check their unclaimed dividend from the list and contact the Company or our RTA to encash their unclaimed dividends.

Auditors

M/s Price Waterhouse Chartered Accountants LLP, (Firm Registration No: 012754N/ N500016), Auditors of the Company, have submitted their Independent Auditor''s Report on the Financial Statements of the Company for the year ended on December 31, 2022, and they have made no qualification, reservation or adverse remark or disclaimer in their Report. 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 fraud has been reported by the Auditors under section 143(12) of the Companies Act, 2013.

The Shareholders of the Company at their thirty-first Annual General Meeting have re-appointed M/s Price Waterhouse Chartered Accountants LLP as the Statutory Auditors of the Company from the conclusion of the thirty-first Annual General Meeting till the

conclusion of the thirty-sixth Annual General Meeting of the Company.

Cost Audit

M/s Jithendra Kumar & Co., Cost and Management Accountants, have been appointed as the Cost Auditors of the Company for the financial year ending on December 31, 2023. The remuneration payable to the Cost Auditors is required to be approved by the Shareholders of the Company. Accordingly, 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 Act, 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 Company''s policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or 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 to its holding company.

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 Audited Financial Statement 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. All these related party transactions are in the ordinary course of business and are at arm''s length, hence the restrictive provisions of section 188(1) of the Act are not attracted to these transactions. In compliance with the provisions of Regulation 34(3) read with Para A Schedule V of the SEBI LODR read with section 134(3)(h) of the Act it is confirmed that no loans or advances 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. Therefore, the prescribed Form AOC-2 is not applicable to the Company.

Risk Management Framework and Policy

The policy on risk assessment and minimisation procedures as laid down by the Board are periodically reviewed by the Risk

Management Committee, Audit Committee and the Board. The policy facilitates the identification of risks at the appropriate time and ensures necessary steps are taken to mitigate the risks. During the year, the Board reviewed and amended the Risk Management Policy and the same is hosted on the website of the Company.

Material Changes and Commitments

There are no material changes and commitments affecting the financial position of the Company occurring between December 31, 2022, and the date of this Report.

Annual Return

The Annual Return for the year ended December 31, 2021, which was electronically filed with the Ministry of Corporate Affairs on June 30, 2022, is available on the website of the Company www.vesuviusindia.in.

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, the draft Annual Return of the Company for the Financial Year ended December 31, 2022, is uploaded on the website of the Company at www.vesuviusindia.in. The final Annual Return shall be uploaded in the same web link after the said Return is filed with the Registrar of Companies, Kolkata.

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, Independent Women Director of the Company, as an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available on the Company''s website www.vesuviusindia.in. 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 Clause 10(l) of Para C of Schedule V of the SEBI LODR for the year ended December 31, 2022:

a.	Number of complaints of sexual harassment received in the year	: Nil
b.	Number of complaints disposed off during the year	: Nil
c.	Number of cases pending for more than ninety days	: Nil
d.	Number of complaints pending as on the end of the financial	: Nil
	year
e.	Number of workshops or	: Employees have been
	awareness programmes against Sexual Harassment carried out	given online training
f.	Nature of action taken by the employer or District Officer	: Nil

Events after the Balance Sheet date - Cyber Security Incident update

On February 6, 2023, we announced that there has been an incident involving unauthorised access to our systems that happened through an offshore affiliate. In order to contain the threat, the Management of your Company voluntarily shut down our systems on a precautionary basis. During this period, our sites instigated manual procedures and workarounds to maintain production, shipping and invoicing. We have since then worked tirelessly on the reinstatement of our systems, and we are pleased to report that the initial period of disruption has been short, and all sites and significant systems are now operational. There has been no impact on the financial results reported for the year ended December 31, 2022 and no material impact is expected on the financial results of 2023.

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 the Board''s Report:

Annexure	Particulars
I	Corporate Governance Report
II	Certificate on Corporate Governance
III	Certificate under Schedule V of the SEBI LODR
IV	Managing Director and Chief Financial Officer''s Certificate under Regulation 17(8) of the SEBI LODR
V	Managing Director''s Certificate on compliance with the Code of Conduct
VI	Secretarial Audit Report
VII	Business Responsibility and Sustainability Report
VIII	Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
IX	Particulars of Employees
X	Annual Report on Corporate Social Responsibility

Company Policies

The following policies framed as per the requirements and criteria prescribed under the Act and the SEBI LODR are available on the Company''s website www.vesuviusindia.in:

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) Code of Conduct

m) Policy for Determination of Materiality of Events

n) Business Responsibility and Sustainability Reporting Policies

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 are 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 programme 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 the 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 Code and undergone training on commercial and operational matters and also on the 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, especially during the unprecedented Covid 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.

---

Dec 31, 2018

The Directors have pleasure in submitting their Annual Report together with the Audited Financial Statements for the year ended on December 31, 2018.

(Rs. Lakhs)

Financial Results :	Year ended 31.12.2018	Year ended 31.12.2017
Revenue from Operations	92,507	94,952
Other Income	2,277	1,322
Total Revenue	94,784	96,274
Profit before Depreciation, Interest & Tax (PBDIT)	17,018	17,913
Depreciation & Amortisation	2,781	2,978
Interest	-	-
Profit before exceptional items and Tax	14,237	14,935
Exceptional Items	-	444
Profit before tax	14,237	14,491
Provision for Income Tax	4,985	5,046
Profit for the year after Tax Other comprehensive income for the year, net of tax	9,252 88	9,445 54
Total comprehensive income for the year	9,340	9,499
Transfer to Reserves : Proposed Dividend : Proposed Dividend	Nil	Nil
@ Rs 7/- per share Basic & Diluted Earnings	1,421	1,370
Per Share : Disclosures under Regulation 34(3) read with Schedule V Clause B of SEBI (LODR)	45.59	Rs 46.54
(i) Debtors Turnover Ratio	4.1	3.74
(ii) Inventory Turnover Ratio	7.40	8.20
(iii) Interest Coverage Ratio	N.A.	N.A.
(iv) Current Ratio	4.23	3.72
(v) Debt Equity Ratio	N.A.	N.A.
(vi) Operating Profit Margin (%)	13%	14%
(vii) Net Profit Margin (%)	10%	10%
(viii) Return on Net Worth (%)	16%	20%

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.

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 7/- per Equity Share of nominal value of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,713 lakhs (previous year Rs 1,649 lakhs). If declared by the Shareholders at the forthcoming Annual General Meeting, dividend will be deposited with the bank within April 30, 2019 and dividend will be paid within May 7, 2019.

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 the steel and foundry industries.

Vesuvius has developed close, collaborative relationships with customers together with an extended global manufacturing network aligned with customer locations. Vesuvius focuses on gaining a fundamental understanding of customers’ processes and delivering systems and products that are mission-critical for the demanding applications in which they are used.

Members of the Board of Directors of Vesuvius plc, the ultimate holding company, had visited the Kolkata Plant on October 23, 2018 and had meaningful deliberations and interactions with the local management team. They have a clear strategy on the potential growth and capabilities of the Indian operations and have offered their support to the Indian operations. The Board Members have also visited and interacted with a major customer in India which has international operations.

The Vesuvius strategy remains centered around the following five key execution priorities designed to ensure the achievement of the core strategic objective of delivering long term, sustainable and profitable growth :

- Reinforce our technology leadership;

- Increase penetration of value-creating solutions;

- Capture growth in developing markets;

- Improve cost leadership and margins; and

- Build a Technical Services business

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 etc.

ISO Certification

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

Board of Directors

Mr Tanmay Ganguly (DIN No.01272338), Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting. Mr Ganguly is the President-Advanced Refractories of the Vesuvius Group and operates from the United Kingdom. Mr Ganguly 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 Board of Directors are also of the opinion that Mr Ganguly 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. Mr Ganguly is not a Director of any other company in India. He is a member of all the Committees of the Board of Directors. He does not hold any shares of the Company and is not related to any Director or Key Managerial Personnel of the Company. Additional information about Mr Ganguly and a resolution proposing his re-appointment are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on November 1, 2018 had appointed Mr Jan Roel van der Sluis (DIN No.08276227), a Director of the Company effective from November 1, 2018 in the casual vacancy caused by the resignation of Mr Francois Clement Wanecq. Mr van der Sluis, a Dutch national, is an Engineer and is presently President-Flow Control of the Vesuvius Group. Prior to this appointment in October 2017, Mr van der Sluis worked 6 years as President of Vesuvius China and North Asia. He now operates from Belgium. Mr van der Sluis joined Foseco in 1997 as Marketing Director EMEA and held several executive functions with Foseco in different locations. Post-merger of Foseco with Vesuvius, he joined the Vesuvius Group. Mr van der Sluis is not a Director of any other company in India and is not a member of any Committee in India. He does not hold any shares of the Company. The Board of Directors are of the opinion that Mr van der Sluis fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (LODR) making him eligible to be appointed a Director of the Company and also feel that the presence of the President-Flow Control on the Board of the Company would bring immense benefits to the Indian management and operations. Additional information about Mr van der Sluis and a resolution proposing his appointment are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

Mr Ritesh Dungarwal (DIN No. 08136275) was appointed Managing Director of the Company, at the Board meeting held on December 19, 2018, subject to the approval of the Members, for a period of five years effective from January 1, 2019. He is a Mechanical Engineer and holds a Master’s degree in Aerospace Engineering from IIT Mumbai and an Executive MBA from Kelly School of Business, Indiana University, USA. Prior to joining Vesuvius India, he held key positions across various functions including engineering, strategy, sales, distribution and operation with Cummins for more than 15 years where, in his last role, he was India Business Country Leader for Cummins Turbo Technologies. His appointment has been recommended by the Nomination and Remuneration Committee and the Board of Directors are also of the opinion that Mr Dungarwal fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (LODR) making him eligible to be appointed Managing Director of the Company. Mr Dungarwal does not hold any shares in the Company nor is he a Director of any other company. From January 1, 2019, Mr Dungarwal is a member of the Corporate Social Responsibility Committee and the Share Transfer and Stakeholders Grievance & Relationship Committee of the Company and in no other Committees.

An Agreement dated January 1, 2019 has been executed between the Company and Mr Ritesh Dungarwal setting out the terms and remuneration payable to him, subject to the limit prescribed in section 197 read with Schedule V of the Companies Act, 2013. Additional information about Mr Dungarwal and his remuneration and resolutions proposing his appointment as Managing Director are mentioned in the Notice convening the ensuing Annual General Meeting of the Company.

After four years of dedicated service, Mr Subrata Roy has stepped down as the Managing Director of Vesuvius India to pursue new responsibilities within the Vesuvius Group. The Board records its appreciation of the contributions and services rendered by Mr Subrata Roy during his term as Managing Director.

Mr Sudipto Sarkar had been appointed Independent Director of the Company for a period of five consecutive years from April 29, 2014 and his term of office as an Independent Director will cease on April 28, 2019. Mr Sarkar is a renowned Barrister and holds B.Sc. (Maths-Hons) from Presidency College, Kolkata; BA (Law Tripos) from Jesus College, Cambridge, UK; LL.M, (International Law) from Jesus College, Cambridge, UK; M.A. (Law) from Jesus College, Cambridge, UK. He is also Barrister, Gray’s Inn, London and Associate Member, 6 Pump Court, Middle Temple, London. He is presently practicing as a Senior Advocate. He was formerly a Director of Bombay Stock Exchange Limited and JSW Steels Limited. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, have recommended the re-appointment of Mr Sarkar as an Independent Director for a further period of five consecutive years from April 29, 2019 as they feel that Mr Sarkar’s contribution to the Board as an eminent Barrister would be of great benefit to the management and the Company. The Board of Directors are also of the opinion that Mr Sarkar fulfils all the criteria specified in the Companies Act, 2013 and rules thereon and all the requirements of SEBI (LODR) making him eligible to be appointed Independent Director of the Company for a further term. Mr Sarkar does not hold any shares in the Company. Additional information about Mr Sudipto Sarkar, his directorships and Committee memberships in other companies and a special resolution proposing his reappointment as Independent Director 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 November 1, 2018 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 remained of high caliber and was functioning well, with open and challenging debate and transparent information flow and continued to deliver robust challenge to management of financial matters and helped guide the management through disruptions brought in by Insolvency and Bankruptcy Code and economic upheavals to the steel industry. The Directors have received briefings and updates on key financial, legal and governance issues impacting the organization and have furthered their knowledge and familiarisation by undertaking visits to the Visakhapatnam plants. The Independent Directors have ensured governance and good conduct, adherence to laws, mitigating risks and growth. Assessment of individual Directors concluded that they contributed effectively and proactively in debates at all meeting and devoted adequate time. Committees have also operated effectively with the Nomination and Remuneration Committee effectively overseeing successful transitions and the Audit Committee in reviewing the effectiveness of internal controls including financial, operations and compliance controls and risk management systems.

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 fulfill 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 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 the Managing Director is attached as Annexure IX which forms a part of this Report of the Directors. The Code of Conduct is available on the Company’s website www.vesuviusindia.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is 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, 2018 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 that period;

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 have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr Subrata Roy, Managing Director upto 31.12.2018

b) Mr Ritesh Dungarwal, Managing Director with effect from 1.1.2019

c) Mr Taposh Roy, Company Secretary upto 26.02.2019

d) Mr Vikram Singh, Company Secretary with effect from 27.2.2019

e) Mr Sanjoy Dutta, Chief Financial Officer

Remuneration and other details of the persons who were the Key Managerial Personnel upto the year ended on December 31, 2018 are mentioned in the Extract to the Annual Return in Form MGT-9 which is attached as Annexure V and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI regulations pertaining to Corporate Governance. During the year under consideration the Company had a seven member Board of Directors consisting of three independent directors, three non-executive directors representing the holding company and the Managing Director.

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, 2018, giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“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 on December 31, 2018 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 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 transaction by insiders are placed before the Board of Directors of the Company and notified to the Stock Exchanges. 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 under Regulation 17(8) read with Part B of Schedule II of SEBI (LODR) regarding the annual financial statements for the year ended on December 31, 2018 to the Board of Directors. The Managing Director has given his certificate under Regulation 34(3) 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, 2018, which is attached as Annexure IX 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, 2018 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, 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 Company’s website www.vesuviusindia.com. All persons have been given direct access to the Chairman of the Audit Committee to lodge their grievances. No personnel have 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 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, 2018 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29, 2014. The Committee as on December 31, 2018 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. Mr Ritesh Dungarwal has replaced Mr Subrata Roy as a Member of this Committee effective from January 1, 2019. The Managing Director was the Secretary of this Committee upto February 26, 2019. Effective from February 27, 2019, the Company Secretary is the Secretary of this Committee.

The Corporate Social Responsibility Policy is available on the Company’s 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 year ended on December 31, 2018 are given separately in the attached Corporate Governance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure VIII. The Company believes that CSR projects 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 so that they result in the ultimate objectives meted out in the Company’s CSR Policy. Meetings have been held with agencies in locations where the Company’s factories are located and with those having pan-India presence to provide CSR support to CSR projects. Employees at customer sites have also been made aware of opportunities for undertaking CSR projects locally and their CSR projects are being reviewed. The Company had spent about Rs 44 lakhs on CSR during the year. The Company is in the process of further increasing its portfolio of projects. There has been some delay in execution of CSR projects in the past on account of due diligence process to ensure that the benefit reaches the targeted recipient. However, the Company remains committed and is better prepared to meet its obligations related with CSR spend during the next financial year 2019.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 29, 2014 and the members as on December 31, 2018 are Mr Sudipto Sarkar as Chairman and Mr Biswadip Gupta, Mr Tanmay Ganguly 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 Company’s Remuneration Policy prepared in accordance with section 178 of the Companies Act, 2013 is available on the Company’s 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, 2018 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, 2018 are Mr Biswadip Gupta as Chairman, Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. Mr Ritesh Dungarwal has replaced Mr Subrata Roy as a Member of this Committee effective from January 1, 2019. 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 quarterly submissions to the stock exchanges, electronic filings with 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, 2018, 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 Company’s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 3,00,070 shares, i.e. 1.48% of share capital, are held in physical mode by 2087 Shareholders as on December 31, 2018.

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 4,63,364/- being the dividend lying unclaimed for seven consecutive years out of the fourteenth dividend declared by the Company for the year ended on December 31, 2010 at the Annual General Meeting held on April 19, 2011 was transferred to the Investor Education and Protection Fund of the Central Government in June 2018, after giving several notices and reminders to the concerned shareholders.

Dividend which remains unclaimed out of the fifteenth dividend declared by the Company for the year ended on December 31, 2011 at the Annual General Meeting held on April 26, 2012 will be transferred to the Investor Education and Protection Fund (“IEPF”) of the Central Government byJune, 2019 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 dividend. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard. Individual notices have already been sent to the shareholders concerned on January 16, 2019.

5,994 Equity shares in respect of 35 folios corresponding to the dividend for the year ended on December 31, 2010 which remained unclaimed for seven consecutive years has also been transferred 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 dividend declared for the year ended on December 31, 2011 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within May 29, 2019. Individual notices dated February 14, 2019 have been sent to the concerned Shareholders and advertisements made in the newspapers on February 20, 2019 in this regard. The advertisement is available on the website of the Company.

Notices dated January 16, 2019 have also been sent to all Shareholders concerned reminding them to encash their unclaimed dividend.

List of Shareholders whose dividend remain unclaimed till date of Annual General Meeting held on April 10, 2018 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, 2018 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 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, in accordance with the provisions of section 204 of the Companies Act, 2013. 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

M/s Jithendra Kumar & Co, Cost Accountants, had been appointed the Cost Auditors of the Company for the financial years ended on December 31, 2017 and December 31, 2018 at the Board meeting held on February 15, 2018 and for the financial year ended on December 31, 2019 at the Board meeting held on February 27, 2019. The Cost Audit Report for the financial year ended on December 31, 2017 has been submitted to the Ministry of Corporate Affairs on May 29, 2018 and the Cost Audit Report for the financial year ended on December 31, 2018 will be submitted within June 2019. 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 Company’s 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 arm’s 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, 2018 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 VI 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 VII and forms a part of this Report of the Directors.

The Annual Return for the year ended December 31, 2017 which was electronically filed with the Ministry of Corporate Affairs on April 26, 2018 is available on the website of the Company www.vesuviusindia.com under 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 a Prevention of Sexual Harassment Committee with three employees and a reputed NGO representative and Miss Nayantara Palchoudhuri, Director, as an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available on the Company’s website www.vesuviusindia.com. All employees, specially women employees, were made aware of the Policy and the manner in which complaints could be lodged. The Committee submitted their fourth 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) :

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 : One

f. Nature of action taken by the employer or District Officer : Not Applicable

Business Responsibility Report

The Business Responsibility Report was not applicable for the Company for the financial year ended on December 31, 2018 and hence no such report is submitted.

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	Extract of the Annual Return in Form MGT-9
VI	Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VII	Particulars of Employees
VIII	Annual Report on Corporate Social Responsibility
IX	Managing Director’s Certificate on compliance of Code of Conduct

Company Policies

The following Policies of the Company are available on the Company’s 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, Safety & Environment Policy

n) Code of Conduct

o) CORE values and Behaviours

Human Resources Management & Health, Safety and Environment

Vesuvius has various programmes on a continuous basis to train employees, to provide professional skills to them for better talent management and development needs of the organization as well as to develop mid-level managers apart from its key areas of focus which are to ensure leadership bench-strength and managing succession. CORE Values and Behaviours was launched in 2018 - 8 Leadership team members attended the communication at time of launch. These Values have been rolled out and communicated in various communication forums to employees.

The Company strictly adheres to the prescribed norms and practices regarding health, safety and environment.

The Company had 439 employees as on December 31, 2018. The continuous leadership and technical training courses in India and abroad give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

All management staff of the Company have undergone training on Anti-Bribery and Anti-Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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 27, 2019 (DIN : 00048258)

---

Dec 31, 2017

The Directors have pleasure in submitting their Annual Report together with the Audited Financial Statements for the year ended on December 31, 2017.

(Rs. Lakhs)

Financial Results :	Year ended	Year ended
	31.12.2017	31.12.2016
Revenue from Operations	94,952	89,498
Other Income	1,322	1,299
Total Revenue	96,274	90,797
Profit before Depreciation, Interest & Tax (PBDIT)	17,913	16,349
Depreciation & Amortisation	2,978	2,745
Interest	-	-
Profit before exceptional items and Tax	14,935	13,604
Exceptional Items	444	-
Profit before tax	14,491	13,604
Provision for Income Tax	5,046	4,716
Profit for the year after Tax	9,445	8,888
Other comprehensive income for the year, net of tax	54	(177)
Total comprehensive income for the year	9,499	8,711
Proposed Dividend :
Proposed Dividend @ Rs 6.75 per share	1,370	1,319
Basic & Diluted Earnings Per Share :	Rs 46.54	Rs 43.79

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.

Board of Directors

Mr Francois Wanecq, who was the CE of Vesuvius plc and a nominee of the holding company, had stepped down on August 31, 2017 and resigned from the Vesuvius Group’s employment effective from December 31, 2017. He therefore has resigned as a Director of the Company effective from December 31, 2017. The Board of Directors record their appreciation of the immense support received by the Company from Mr Wanecq during his term as CE of Vesuvius plc and also as a Director of the Company.

Mr Patrick Georges Felix Andre who was President-Flow Control of the Vesuvius Group, has replaced Mr Francois Wanecq as CE of Vesuvius plc effective from September 1, 2017. He was appointed as a Director of the Company effective from August 8, 2016 in the casual vacancy caused by the resignation of Mr Christopher Abbott and holds office upto the ensuing Annual General Meeting. He has been recommended to be appointed a Director of the Company by the Nomination and Remuneration Committee and requests have also been received from Shareholders to appoint him as a Director. A resolution proposing him as a Director of the Company is included in the Notice convening the Annual General Meeting.

Mr Andre, a French National, is an Engineer and presently operates from London. He has over 30 years experience with international organisations like Saint-Gobain in Philadelphia (USA), the French Ministry of International Trade and Industry, Eramet (International Mining and Metals Group) and Lhoist Group. He is not a Director of any other company in India but is CE of Vesuvius plc. He is not a member of any Committee in India and does not hold any shares of the Company. The Board of Directors are of the opinion that the presence of Mr Patrick Andre, would bring great value and provide immense support to the Board of Directors and to the Company.

Mr Tanmay Ganguly, Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting. Mr Ganguly was the Managing Director of the Company upto December 31, 2014 and thereafter took up higher responsibilities as President -Advanced Refractories of the Vesuvius Group. He operates from the United Kingdom. Mr Ganguly has confirmed and declared that he is qualified to act as a Director of the Company and being eligible has offered himself for reappointment as a Director of the Company. The Board of Directors are also of the opinion that Mr Ganguly fulfils all the conditions specified in the Companies Act, 2013 making him eligible to be appointed as Director. Mr Ganguly is not a Director of any other company in India or abroad. He is a member of all the committees of the Board of Directors. He does not hold any shares of the Company and is not related to any Director or Key Managerial Personnel of the Company.

Mr Biswadip Gupta, Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri, Independent Directors of the Company, had a separate meeting on November 9, 2017 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 results were satisfying. The knowledge, experience and advice shared by the Independent Directors from time to time have ensured governance and good conduct, adherence to laws, mitigating risks and growth and strategic decisions in these disruptive business environment. The Board evaluation concluded that the Board continues to operate effectively, continues to promote open debate and is well supported in terms of information flow and that key objectives of strategy delivery and succession planning continued to be well served by the Board.

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 fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

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 the Managing Director is attached as Annexure VIII which forms a part of this Report of the Directors. The Code of Conduct is available on the Company’s website www.vesuviusindia.com All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is 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, 2017 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 that period;

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 three persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr Subrata Roy, Managing Director

b) Mr Taposh Roy, Company Secretary

c) Mr Sanjoy Dutta, Chief Financial Officer

Remuneration and other details of the Key Managerial Personnel for the year ended on December 31, 2017 are mentioned in the Extract to the Annual Return in Form MGT-9 which is attached as Annexure IV and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI regulations pertaining to Corporate Governance. During the year under consideration the Company had a seven member Board of Directors consisting of three independent directors, three non-executive directors representing the holding company and the Managing Director.

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, 2017, giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“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 on December 31, 2017 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 Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Mr Taposh Roy, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company and also notified to the Stock Exchanges.

Mr Subrata Roy, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer, have given their certificate under Regulation 17(8) read with Part B of Schedule II of SEBI-LODR regarding the annual financial statements for the year ended on December 31, 2017 to the Board of Directors. The Managing Director has given his certificate under Regulation 34(3) 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, 2017, which is attached as Annexure VIII 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, 2017 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, 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 Company’s 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 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, 2017 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29, 2014. The Committee as on December 31, 2017 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. Mr Arunava Maitra, Chief HR Officer, is the Secretary of the Committee.

The Corporate Social Responsibility Policy is available on the Company’s 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 year ended on December 31, 2017 are given separately in the attached Corporate Governance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure VII. The Company believes that CSR projects 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 so that they result in the ultimate objectives meted out in the Company’s CSR Policy. Meetings have been held with agencies having all India presence to provide CSR support jointly with the employees of the Company to CSR projects not only where the Company’s factories are based but also around steel plants and other locations where the Company operates. Company had spent about Rs 26 lakhs during the year and expects that in the next year more CSR activities will be approved and undertaken.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 29, 2014 and the members as on December 31, 2017 are Mr Sudipto Sarkar as Chairman and Mr Biswadip Gupta, Mr Tanmay Ganguly 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 Company’s Remuneration Policy prepared in accordance with section 178 of the Companies Act, 2013 is available on the Company’s 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, 2017 are given separately in the attached Corporate Governance Report.

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, 2017 are Mr Biswadip Gupta as Chairman, Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy 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 quarterly submissions to the stock exchanges 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, 2017, 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 Company’s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 3,37,505 shares i.e 1.66% of share capital are held in physical mode by 2343 Shareholders as on December 31, 2017.

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 as BSE Limited has asked for a delisting fee which they are not entitled to charge. The matter is pending with BSE Limited.

Investor Education and Protection Fund

A sum of Rs 4,18,753/- being the dividend lying unclaimed for seven consecutive years out of the thirteenth dividend declared by the Company for the year ended on December 31, 2009 at the Annual General Meeting held on June 3, 2010 was transferred to the Investor Education and Protection Fund of the Central Government in July 2017, after giving several notices and reminders to the concerned shareholders.

Dividend which remains unclaimed out of the fourteenth dividend declared by the Company for the year ended on December 31, 2010 at the Annual General Meeting held on April 19, 2011 will be transferred to the Investor Education and Protection Fund (“IEPF”) of the Central Government by June, 2018 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 dividend. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard. Individual notices have already been sent to the shareholders concerned on January 30, 2018.

45,687 Equity shares in respect of 447 folios corresponding to the dividend for the year ended on December 31, 2009 which remained unclaimed for seven consecutive years has also been transferred 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 dividend declared for the year ended on December 31, 2010 and remaining unclaimed for seven consecutive years will also be transferred to the IEPF, if the dividend is not encashed within May 21, 2018. Individual notices dated February 16, 2018 have been sent to the concerned Shareholders and advertisements will be made in the newspapers in February, 2018 in this regard. The advertisement will also be made available on the website of the Company.

Notices dated January 30, 2018 have also been sent to all members concerned reminding them to encash their unclaimed dividend.

List of Shareholders whose dividend remain unclaimed till date of AGM held on May 12, 2017 have been uploaded in the website of the Company www.vesuviusindia.com under heading “Investor Information” => “Dividend History & Unpaid Dividend”. Shareholders are requested to check their unpaid dividend from this list and contact the Registrars and Share Transfer Agents to encash these unpaid 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, 2017 and they have made no qualification, reservation or adverse remark or disclaimer in their Report. Their appointment as Auditors will be ratified at the ensuing Annual General Meeting pursuant to Section 139 of the Companies Act, 2013.

Secretarial Audit

A Secretarial Audit was conducted by the Secretarial Auditor, Mr Anjan Kumar Roy, FCS, of M/s Anjan Kumar Roy & Co. Practicing Company Secretaries, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor’s Report is attached as Annexure III and forms a part of this Report of the Directors. There are no qualifications or observations or adverse remarks made by the Secretarial Auditor in his Report.

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 Company’s 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

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. Transactions have been held during the year with some of the related parties, details of which are mentioned in the Annual Report in accordance with the Accounting Standards 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006. All these transactions are in the ordinary course of business and are at arm’s 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 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 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, 2017 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 V 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 VI and forms a part of this Report of the Directors.

Prevention of Sexual Harassment

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment Committee with three employees and a reputed NGO representative and Miss Nayantara Palchoudhuri, Director, as an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available on the Company’s website www.vesuviusindia.com. All employees, specially women employees, were made aware of the Policy and the manner in which complaints could be lodged. The Committee submitted their third 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 :

a. Number of complaints of sexual harassment received in the year : Nil

b. Number of complaints disposed off during the year : Nil

c. Number of cases pending for more than ninety days : Nil

d. Number of workshops or awareness programme against sexual harassment carried out : Two

e. Nature of action taken by the employer or District Officer : Not Applicable

Business Responsibility Report

The Company was ranked 467 (previous year rank 482) by National Stock Exchange out of 500 top listed companies in India based on the market capitalisation as on March 31, 2017. Accordingly, in compliance with regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report for the year 2017 is attached as Annexure IX and forms a part of the Directors Report.

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 from Practicing Company Secretary on Corporate Governance Report
III	Secretarial Audit Report
IV	Extract of the Annual Return in Form MGT-9
V	Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VI	Particulars of Employees
VII	Annual Report on Corporate Social Responsibility
VIII	Managing Director’s Certificate under regulation 34(3) read with Part D of Schedule V of SEBI-LODR on compliance of Code of Conduct
IX	Business Responsibility Report

Human Resources Management & Health, Safety and Environment

Vesuvius has various programmes on a continuous basis to train employees, to provide professional skills to them for better talent management and development needs of the organization as well as to develop mid-level managers apart from its key areas of focus which are to ensure leadership bench-strength and managing succession. The Living the Value Awards recognizes the commitment of our people to the five Values of Creativity, Integrity, Cooperation, Embracing Diversity and Reliability. During the year ten employees were nominated for the LTVA Awards of which 4 employees received the award at an Award Programme in Vienna, Austria.

The Company had 450 employees as on December 31, 2017. The continuous leadership and technical training courses in India and abroad give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

All management staff of the Company have undergone training on Anti-Bribery and Anti-Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Place: Kolkata Biswadip Gupta

Date: February 16, 2018 Chairman

---

Dec 31, 2016

The Directors have pleasure in submitting their Annual Report together with the Audited Financial Statements for the year ended on December 31, 2016.

The Year in Retrospect

(Rs Lakhs)

Financial Results:	Year ended 31.12.2016	Year ended 31.12.2015
Sale of Goods
(excluding Excise Duty)	79,106	67,117
Sale of Services	2,809	2,729
Other Income	236	126
Total Revenue from operations	82,151	69,972
Other Income	1,299	1,021
Total Revenue	83,450	70,993
Profit before Depreciation,
Interest & Tax (PBDIT)	16,078	13,559
Depreciation & Amortization	2,745	2,322
Interest	-	-
Profit before Tax	13,333	11,237
Provision for Income Tax	4,622	3,878
Profit for the year after Tax	8,711	7,359
Proposed Dividend and Taxes:
Proposed Dividend
@ Rs 6.50 per Equity share	1,319	1,268
Tax on Dividend	269	258
Total Dividend and Taxes	1,588	1,526
Transfer to General Reserves:	871	736
Basic & Diluted
Earnings Per Share:	Rs 42.92	Rs 36.26

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

India''s steel production grew by a good 6.8% from 89.6 million tons in 2015 to 95.6 million tons during 2016. This matches with the 6.5% to 7% growth forecast by the World Steel Association. The Company has benefited from the domestic growth in production as well as from exports.

The portfolio re-jig and operational efficiencies built over the years paid off during the year in a difficult market situation. Competition activities have increased as they hold on to their market share with aggressive pricing.

This year the Company''s total revenue crossed the Rs 800 crores mark. Total revenue from operations increased by more than 17% over the previous year driven by both domestic and export growth. Net sales increased by about 18% and both PBT and PAT increased by more than 18% over the previous year.

There is no change in the nature of the business of the Company. The Company has no subsidiaries or associated companies therefore disclosures in this regard are not provided in this Report. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

All four factories had been working efficiently during the year. Safety measures and processes have been installed and improved upon at all plants and work sites. Insurance claim for damages caused by cyclone Hudhud in October 2014 at Visakhapatnam were fully settled during the year and losses, net of insurance, were minimal.

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. A new software has been installed to keep track of all compliances and to enable management to take preemptive action to ensure and record compliances on a pan India basis. Code on Internal Control which require 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 by which senior management certify effectiveness of the internal control system, their adherence to Code of Conduct and Company''s policies for which they are responsible, financial or commercial transactions, if any, where they have personal interest or potential conflict of interest. Internal Audit has been conducted on a pan India basis.

Company''s Policies on Health & Safety, Quality, Corporate Social Responsibility, Remuneration, Speak Up and Incident Reporting (Whistle Blowing), Related Party Transactions, Materiality and Dealing with Related Party transactions, Insider trading, Risk Management, Prevention of Sexual Harassment, Dividend Distribution Policy also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company''s website www.vesuviusindia.com

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 6.50 per Equity Share of nominal value of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,588 lakhs (previous year Rs 1,526 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within May 17, 2017 and dividend will be paid within May 22, 2017.

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 steel and foundry industries. Vesuvius develops innovative and customized solutions to be used in extremely demanding industrial environments, which enable customers to improve their manufacturing processes, enhance product quality and reduce energy consumption. Vesuvius has a worldwide presence and serves customers through a network of low-cost manufacturing plants located close to their own facilities, who are supported by Vesuvius global technology centers. Vesuvius'' core competitive strengths are market and technology leadership, strong customer relationships, well established presence in developing markets and global reach.

Vesuvius has a proud heritage of bringing innovation to the markets. The developments in VISO Isostatic pressing technology and in slide gate systems were key enablers for continuous casting process now deployed throughout the whole world of the steel industry. Maintaining this technology leadership is central objective of Vesuvius strategy and the spirit of innovation is at the core of all our activities.

Vesuvius Group Limited, U.K., the immediate holding company, holds about 56% of the share capital of the Company. Mr Francois Wanecq, the Chief Executive of Vesuvius plc, the ultimate holding company, is a Director of our Company. Mr Patrick Georges Felix Andre, President-Flow Control and Mr Tanmay Ganguly, President-Advanced Refractory of the Vesuvius Group worldwide are also Directors of the Company. The Vesuvius Group has commenced its activities to establish a Research & Development Centre in India. The Vesuvius Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

ISO Certification

The Company''s factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 for Quality Management Systems Standards.

Segment wise 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 identified as domestic sales and exports. Details of segment reporting are available in the Annual Accounts.

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

India''s crude steel production grew by a good 6.8% from 89.6 million tons in 2015 to 95.6 million tons in 2016. The economy has not yet delivered on its promises in terms of serious demand from infrastructural growth.

Steel and foundry industry comprises the biggest group of our customers. Hence anything that affects the steel and foundry industry will have its one off effect on our business.

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing each business. The role of insurance and other measures used in managing risks is also reviewed. The Audit Committee has continued its monitoring role. Risks would include demand volatility, adverse foreign exchange fluctuations, ability to source critical raw materials, protection of leading technologies, product liability & loss of business reputation and adverse regulatory developments. During the year a risk analysis and assessment was conducted and no major risks were noticed.

Board of Directors

Mr Christopher David Abbott, who was a nominee of the holding company, had resigned from the Vesuvius Group''s employment and so had resigned as a Director of the Company and his resignation was accepted effective from May 4, 2016. The Board of Directors record their appreciation of the services rendered by Mr Abbott during his term as a Director of the Company.

Mr Patrick Georges Felix Andre, President-Flow Control of the Vesuvius Group, has been appointed as a Director of the Company effective from August 8, 2016 in the casual vacancy caused by the resignation of Mr Christopher Abbott. Mr Andre, a French National, is an Engineer and presently operates from Ghlin, Belgium. He has over 30 years experience with international organizations like Saint-Gobain in Philadelphia (USA), the French Ministry of International Trade and Industry, Eramet (International Mining and Metals Group) and Lhoist Group. Mr Andre joined Vesuvius in February 2016 and has been appointed a Directorof the Company effective from August 8, 2016. He is not a Director of any other company in India but is a Director of the following Group companies incorporated abroad, namely, Vesuvius Belgium NV, Vesuvius Ceska Republica as. and Vesuvius Italy. He is not a member of any Committee in India and does not hold any shares of the Company. The Board of Directors are of the opinion that the presence of both Mr Patrick Andre and Mr Tanmay Ganguly, being two senior personnel of the Vesuvius Group, would bring great value and provide immense support to the Board of Directors and to the Company.

Mr Subrata Roy, Managing Director of the Company, is due to retire by rotation at the ensuing Annual General Meeting. Mr Roy has confirmed and declared that he is qualified to act as a Director of the Company and being eligible has offered himself for reappointment as a Director of the Company. The Board of Directors are also of the opinion that Mr Roy fulfils all the conditions specified in the Companies Act, 2013 making him eligible to be appointed as Director. Upon his reappointment as Director, he will continue as Managing Director of the Company for the remaining period of his term. His reappointment will be subject to retirement by rotation. Mr Subrata Roy, aged 51 years, is a Mechanical Engineer from Jadavpur University, Kolkata, and worked with Bharat Heavy Electricals Ltd. for five years prior to joining Vesuvius India in September, 1993 and was appointed as the Managing Director with effect from January 1, 2015. He was an integral part of the team which set up the Company''s first factory at Kolkata and he had also supervised the construction of the Company''s second factory at Visakhapatnam. Mr Roy brings with him rich experience and knowledge in engineering, manufacturing, technology and commercial activities through his extensive interactions in India and with the Vesuvius Group. Mr Roy is Member of the Main Committee of The Bengal Chamber of Commerce & Industry and is not a Director of any other company in India or abroad. He is a member of the Share Transfer and Stakeholders Grievance & Relationship Committee and Corporate Social Responsibility Committee of the Company. He does not hold any shares of the Company and is not related to any Director or Key Managerial Personnel of the Company.

Mr Biswadip Gupta, Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri, Independent Directors of the Company, have had a separate meeting on November 8, 2016 to conduct an evaluation of the performance of Independent Directors and Board as a whole and assess the quality, quantity and timeliness of flow of information from the Company management to the Directors. Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri met separately to evaluate and review the performance of the Chairman. The Board also conducted a similar evaluation exercise. The results were satisfying, showing developments in the Board''s dynamics, effectiveness and efficiency, and reinforcing the quality of the support provided by the Independent Directors and the Board as a whole. The Board is well supported and diversified and presents an open forum for debate and considered decision making. The evaluation also highlighted the unanimity of purpose of the Board on its key objectives of strategy, succession, talent development and risk.

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 fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

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 the Managing Director is attached as Annexure VIII which forms a part of this Report of the Directors. The Code of Conduct is available on the Company''s website www.vesuviusindia.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is 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, 2016 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 that period;

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 three persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr Subrata Roy, Managing Director

b) Mr Taposh Roy, Company Secretary

c) Mr Sanjoy Dutta, Chief Financial Officer

Remuneration and other details of the Key Managerial Personnel for the year ended December 31, 2016 are mentioned in the Extract to the Annual Return in Form MGT-9 which is attached as Annexure IV and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI regulations pertaining to Corporate Governance. During the year under consideration the Company had a seven member Board of Directors consisting of three nonexecutive independent directors, three non-executive directors representing the holding company and the Managing Director.

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, 2016, giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 on December 31, 2016 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 Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Mr Taposh Roy, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company and also notified to the Stock Exchanges.

Mr Subrata Roy, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer, have given their certificate under Regulation 17(8) read with Part B of Schedule II of SEBI-LODR regarding the annual financial statements for the year ended on December 31, 2016 to the Board of Directors. The Managing Director has given his certificate under Regulation 34(3) read with Part D of Schedule V of SEBI-LODR regarding compliance with the Code of Conduct of the Company for the year ended December 31, 2016, which is attached as Annexure VIII 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, 2016 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, 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 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 Company''s 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 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, 2016 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29, 2014. The Committee as on December 31, 2016 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. Mr Arunava Maitra, Chief HR Officer, is the Secretary of the Committee.

The Corporate Social Responsibility Policy is available on the Company''s 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 year ended December 31, 2016 are given separately in the attached Corporate Governance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure VII. The Company believes that CSR projects 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 so that they result in the ultimate objectives meted out in the Company''s CSR Policy. Meetings have been held with agencies having all India presence to provide CSR support jointly with the employees of the Company to CSR projects not only where the Company''s factories are based but also around steel plants and other locations where the Company operates. Company had spent about Rs 12 lakhs during the year and expects that in the next year more CSR activities will be approved and undertaken.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 29, 2014 and the members as on December 31, 2016 are Mr Sudipto Sarkar as Chairman and Mr Biswadip Gupta, Mr Tanmay Ganguly and Miss Nayantara Palchoudhuri as Members. The Company Secretary is the Secretary of this Committee.

The Company''s Remuneration Policy prepared in accordance with section 178 of the Companies Act, 2013 is available on the Company''s 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, 2016 are given separately in the attached Corporate Governance Report.

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, 2016 are Mr Biswadip Gupta as Chairman, Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. 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 dematerialization 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 and all 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, 2016, 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 Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 1.95% of share capital are held in physical mode by 2929 Shareholders as on December 31, 2016.

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 as BSE Limited has asked for a delisting fee which they are not entitled to charge. The matter is pending with BSE Limited.

Investor Education and Protection Fund

A sum of Rs 232,174/- being the dividend lying unclaimed for seven consecutive years out of the twelfth dividend declared by the Company for the year ended December 31, 2008 at the Annual General Meeting held on April 28, 2009 was transferred to the Investor Education and Protection Fund of the Central Government in June 2016, after giving several notices and reminders to the concerned shareholders.

Dividend which remains unclaimed out of the thirteenth dividend declared by the Company for the year ended on December 31, 2009 at the Annual General Meeting held on June 3,2010 will be transferred to the Investor Education and Protection Fund ("IEPF") of the Central Government by July, 2017 pursuant to the provisions of section 124 and 125of the Companies Act, 2013. Thereafter no claim shall lie on the Company for these unclaimed dividend. Shareholders will have to make their claims with the IEPF Authority following the appropriate rules in this regard. Individual notices have already been sent to the shareholders concerned on February 14, 2017.

Equity Shares corresponding to the dividend unclaimed for seven consecutive years will also be transferred to IEPF, SUSPENSE ACCOUNT. Individual notices and advertisements have been made in this regard and is also available on the website of the Company.

Notices dated January 31, 2017 have also been sent to all members concerned reminding them to encash their unclaimed dividend.

List of Shareholders whose dividend remain unclaimed till date of AGM held on 04.05.2016 have been uploaded in the website of the Company www.vesuviusindia.com under heading "Investor Information" => "Dividend History & Unpaid Dividend". Shareholders are requested to check their unpaid dividend from this list and contact the Registrars and Share Transfer Agents to encash these unpaid dividends.

Auditors

Messrs BSR & Co LLP, Auditors of the Company, have submitted their Independent Auditors Report on the financial statements of the Company for the year ended on December 31, 2016 and they have made no qualification, reservation or adverse remark or disclaimer in their Report.

Messrs BSR & Co LLP, Auditors of the Company, were appointed Auditors for two consecutive terms and pursuant to section 139 of the Companies Act 2013 they are not eligible for re-appointment as Auditors at the ensuing Annual General Meeting. On the recommendation of the Audit Committee, the Board of Directors have selected and recommend Messrs Price Waterhouse Chartered Accountants LLP, Chartered Accountants, to be the Auditors of the Company for the next five years.

Secretarial Audit

A Secretarial Audit was conducted by the Secretarial Auditor, Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co. Practicing Company Secretaries, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure III and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

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 Company''s 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.

Provisions of section 186 of the Companies Act, 2013 are not applicable to loans to employees.

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

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. Transactions have been held during the year with some of the related parties, details of which are mentioned in the Annual Report in accordance with the Accounting Standards 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006. All these transactions are in the ordinary course of business and are at arm''s 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 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 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, 2016 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 V 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 VI and forms a part of this Report of the Directors.

Prevention of Sexual Harassment

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment Committee with three employees and a reputed NGO representative and Miss Nayantara Palchoudhuri, Director, as an Adviser to the Committee. The Prevention of Sexual Harassment Policy is available on the Company''s 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 second 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 :

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of cases pending for more than ninety days : Nil

d. Number of workshops or awareness programme against sexual harassment carried out: Two

e. Nature of action taken by the employer or District Officer: Not Applicable

Business Responsibility Report

The Company was ranked 482 by National Stock Exchange out of 500 top listed companies in India based on the market capitalization as on March 31, 2016. Accordingly, in compliance with regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility Report for the year 2016 is attached as Annexure IX and forms a part of the Directors Report.

Policies Approved by the Board

During the year the following policies were approved by the Board and copies of these policies are attached as per Annexure referred to below :

Policy	Date of Board meeting where approved	Whether uploaded on Company''s website	Annexure Number
Dividend Distribution Policy	November8,2016	YES	X
Speak Up and Incident Reporting	November8,2016	YES	XI
(Whistle Blowing) Policy

Annexure forming a part of this Report of the Directors

The Annexure 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 1	Particulars
I	Corporate Governance Report
II	Certificate from Practicing Company Secretary on Corporate Governance Report
III	Secretarial Audit Report
IV	Extract of the Annual Return in Form MGT-9
V	Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
VI	Particulars of Employees
VII	Annual Report on Corporate Social Responsibility
VIII	Managing Director''s Certificate under regulation 34(3) read with Part D of Schedule V of SEBI-LODR on compliance of Code of Conduct
IX	Business Responsibility Report
X	Dividend Distribution Policy
XI	Speak Up and Incident Reporting (Whistle Blowing) Policy

Human Resources Management & Health, Safety and Environment

People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. The Company adopts an open and honest approach to employee communications, supported by regular updates from senior management on business, operations and financial performance of the Company. An employee intranet which distributes company news and events, as well as local initiatives for employee engagement on a site-by-site basis.

The Company had 437 employees as on December 31, 2016.The continuous leadership and technical training courses in India and abroad give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

All management staff of the Company have undergone training on Anti-Bribery and Anti-Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Kolkata Biswadip Gupta

February 27, 2017 CHAIRMAN

---

Dec 31, 2015

The Directors have pleasure in submitting their Annual Report together with the Audited Financial Statements for the year ended on December 31, 2015.

The Year in Retrospect

(Rs Lakhs)

Year ended Year ended Financial Results: 31.12.2015 31.12.2014

Sale of Goods (excluding Excise Duty) 67,117 62,167

Sale of Services 2,729 3,000

Other Income 126 56

Total Revenue from operations 69,972 65,223

Other Income 1,021 910 Total Revenue 70,993 66,133

Profit before Depreciation, Interest & Tax (PBDIT) 13,559 10,905

Depreciation & Amortization 2,322 1,912

Interest - -

Profit before Tax 11, 237 8, 993 Provision for Income Tax 3,878 3,076

Profit for the year after Tax 7,359 5,917

Proposed Dividend and Taxes:

Proposed Dividend @Rs 6.25 per Equity share 1,268 1,218

Dividend Tax on Dividend 258 243

Interim Dividend - 203

Dividend Tax on Interim Dividend - 34

Total Dividend and Taxes 1,526 1,698

Transfer to General Reserves: 736 592 Basic & Diluted Earnings Per Share: Rs 36.26 Rs 29.15

Financial Year of the Company

The Financial Year of the Company continues to remain the twelve months period from 1st January to 31st December of each year. The Company Law Board by an Order dated January 7, 2016 permitted the Company to have the Financial Year to end on 31st December of each year.

Operating & Financial Performance, Internal Control

India's steel production grew by a meagre 2.6% from 87.3 million tons in 2014 to 89.6 million tons during 2015 compared to the 6.5% - 7% growth forecast by the World Bank as well as the World Steel Association. After an initial growth, production slumped during the year. Domestic steelmakers suffered immensely as steel market prices dropped close to or below their cost of production due to many factors including the sharp increase in low-priced imports from China. The market weakness affected our customers who are desperate to cut their costs. Major steel producers have either dropped their outputs significantly and are producing inconsistently or have shelved their growth plans.

In this scenario, our strategies to re-jig market portfolio, exit low margin business, focused reduction in operational costs, enlarge addressable markets through increased penetration of existing and new value creating solutions and reinforcing our technology and innovation leadership positions, have given positive results.We were able to defend our market share at the cost of profitability at some of our major customers. Competition activities have increased as they hold on to their market share with aggressive pricing.

We have always thrived on differentiated offerings in terms of value-added products and services to our customers. This is always a high stake battle and our sword and our shield on this battleground has always been Quality. The Turbo-Q programmed was launched during the year to sharpen our instincts and hone our skills in delivering Quality to our customers. The essence of this programmed was to drive home this all-important message that:

- Customer Loyalty drives business retention & profits

- Customer Loyalty is driven by

=¦ Consistent quality of products and services

=¦ The supplier's ability to resolve problems with speed and to provide high quality solutions that prevents repeats.

This year the Company's total revenue crossed Rs 700 crores. Total revenue from operations increased by over 7% over the previous year driven entirely by domestic growth. Net sales increased by about 8% and both PBT and PAT increased by about 25% over the previous year. Reduction in raw material and energy costs and focused attention in reducing operations cost contributed to significant savings.

There is no change in the nature of the business of the Company. The Company has no subsidiaries or associated companies therefore disclosures in this regard are not provided in this Report. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company's operations in future.

All four factories had been working efficiently during the year. Safety measures and processes have been installed and improved upon at all plants and work sites.

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. Code on Internal Control which require 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 by which senior management certify effectiveness of the internal control system, their adherence to Code of Conduct and Company's policies for which they are responsible, financial or commercial transactions, if any, where they have personal interest or potential conflict of interest. Internal Audit has been conducted on a pan India basis.

Company's Policies on Health & Safety, Quality, Corporate Social Responsibility, Remuneration, Employee Concern (Whistle Blowing), Related Party Transactions, Insider trading, Risk Management and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company's website www.vesuviusindia.com

Dividend

The Board of Directors are pleased to recommend a dividend of Rs 6.25 per Equity Share of nominal value of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,526 lakhs (previous year Rs 1,461 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within May 9, 2016 and dividend will be paid within May 15, 2016.

Group Activities

Vesuvius pic, the ultimate holding company, is listed on the London Stock Exchange and is a global leader in metal flow engineering, principally serving steel and foundry industries. Vesuvius develops innovative and customized solutions to be used in extremely demanding industrial environments, which enable customers to improve their manufacturing processes, enhance product quality and reduce energy consumption. Vesuvius has a worldwide presence and serves customers through a network of low-cost manufacturing plants located close to their own facilities and embed the Vesuvius industry experts with their operations, who are supported by Vesuvius global technology centers. Vesuvius' core competitive strengths are market and technology leadership, strong customer relationships, well established presence in developing markets and global reach.

During the year Vesuvius pic. completed the acquisition of the SIDERMES group of companies, an Italian manufacturer of ceramic probes for the measure of temperature and dissolved gases in the steel and foundry industries. This acquisition is an additional step in the implementation strategy to grow in the provision of technical services to our customers.

Vesuvius Group Limited, U.K., the immediate holding company, holds about 56% of the share capital of the Company. Mr Francois Wanecq, the Chief Executive of Vesuvius pic, the ultimate holding company, is a Director of our Company. Mr Tanmay Ganguly, President -Advanced Refractory and Mr Christopher Abbott, President-Flow Control of the Vesuvius Group worldwide are also Directors of the Company. The Vesuvius Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

100 years of VESUVIUS - In the year 1916 Vesuvius was born in Pittsburg, Pennsylvania, USA.when the World War I was in its third year and American steel industry had unprecedented boom conditions. Three young men startled the world in 1916 by producing the best crucibles ever made. VESUVIUS completes 100 years in this year 2016. Since 1916 Vesuvius had expanded its operations to Europe with its first European facility in Newmilns, Scotland. Vesuvius' development and invention of flow control product called "stopper rod", is statically pressed alumina graphite products etc. made continuous casting technology viable and replaced the conventional ingot casting process. Vesuvius now operates in over 30 countries with over 69 manufacturing establishments, 6 Research & Development Centres and 8 Development Laboratories.

25years of VESUVIUS INDIA - In year 1991 Vesuvius incorporated their first Indian operations in Kolkata. VESUVIUS INDIA completes 25 years in this year 2016. In these 25 years, our Company now operates in four factories, exports to over 15 countries, has reached a total revenue earning of Rs 700 crores with about direct 435 employees over 1500 contractual employees, has consistently paid dividend to the Shareholders since 1998 and still remains debt free.

ISO Certification

The Company's factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 for Quality Management Systems Standards.

Segment wise 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 identified as domestic sales and exports. Details of segment reporting are available in the Annual Accounts.

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns It was a weak market for the Indian steel industry as domestic steelmakers suffered immensely due to lower market prices and many factors including the sharp increase in low-priced imports from China. Steel companies had reduced production, shelved their expansion plans and were desperate to reduce their operational costs. The economy has not yet delivered its promises in terms of serious demand from infrastructural growth.

Steel and foundry industry comprises the biggest group of our customers. Hence anything that affects the steel and foundry industry will have its one off effect on our business.

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing each business. The role of insurance and other measures used in managing risks is also reviewed. Risks would include significant weakening in demand from core-end markets, end market cyclically, adverse foreign exchange fluctuations, inflation uncertainties, energy costs and shortage of raw materials, maintenance and protection of leading technologies and adverse regulatory developments. During the year a risk analysis and assessment was conducted and no major risks were noticed.

Board of Directors

Mr Subrata Roy was appointed Managing Director of the Company for a term of five years effective from January 1, 2015 and his appointment was made by the Board of Directors at their meeting held on December 26, 2014 and thereafter was approved by the Shareholders at the Extra-Ordinary General Meeting held on March 27, 2015. Mr Roy is due to retire by rotation at the ensuing Annual General Meeting. Mr Roy has confirmed and declared that he is qualified to act as a Director of the Company and being eligible has offered himself for reappointment as a Director of the Company. The Board of Directors are also of the opinion that Mr Roy fulfils all the conditions specified in the Companies Act, 2013 making him eligible to be appointed as Director. Upon his reappointment as Director, he will continue as Managing Director of the Company for the remaining period of his term. His reappointment will be subject to retirement by rotation. Details about Mr Subrata Roy is mentioned in the Notice convening the Annual General Meeting.

Miss Nayantara Palchoudhuri was appointed an Independent Director at the Extra-Ordinary General Meeting held on March 27, 2015 for a term of five years commencing from March 27, 2015 and will not be liable to retire by rotation during her term of five years.

Mr Biswadip Gupta was appointed as an Independent Director at the Annual General Meeting held on May 7, 2015 pursuant to the provisions of section 149 of the Companies Act, 2013 for a period of five years from May 7, 2015 and will not be liable to retire by rotation during his term of five years.

Mr Yves M.C.M.G Nokerman, who was a nominee of the holding company, had resigned from the Vesuvius Group's employment and so had resigned as a Director of the Company and his resignation was accepted effective from May 7, 2015. The Board of Directors record their appreciation of the services rendered by Mr Nokerman during his term as a Director of the Company since August 2008.

Mr Tanmay Kumar Ganguly, President-Advanced Refractories of the Vesuvius Group.who was the Managing Director of the Company upto December 31, 2014, has been appointed effective from May 7, 2015, as a Director in the casual vacancy caused by the resignation of Mr Nokerman. It is proposed to appoint Mr Ganguly as a Director of the Company and a suitable resolution has been included in the Notice convening the Annual General Meeting for approval of the Members. Mr Ganguly will be liable to retire by rotation. Details about Mr Ganguly is mentioned in the Notice convening the Annual General Meeting.

Mr Christopher David Abbott, President-Flow Control of the Vesuvius Group, has been appointed as an Additional Director of the Company effective from August 3, 2015. It is proposed to appoint Mr Abbott as a Director of the Company and a suitable resolution has been included in the Notice convening the Annual General Meeting for approval of the Members. Mr Abbott will be liable to retire by rotation. Details about Mr Abbott is mentioned in the Notice convening the Annual General Meeting.

The Board of Directors are of the opinion that the presence of both Mr Ganguly and Mr Abbott, being two most senior personnel in the Vesuvius Group, would bring great value and provide immense support to the Board of Directors and to the Company. Their involvement in the Company reinforces the importance the Vesuvius Group gives to their Indian operations. The Board is therefore recommending the appointment of both Mr Ganguly and Mr Abbott as Directors of the Company.

Mr Biswadip Gupta, Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri, Independent Directors of the Company, have had a separate meeting on November 7, 2015 to review the performance of Independent Directors and Board as a whole and assess the quality, quantity and timeliness of flow of information from the Company management to the Directors. Mr Sudipto Sarkar and Miss Nayantara Palchoudhuri met separately to review the performance of the Chairman. The overall outcome was that the Board and its individual Directors are performing effectively and that the Board is well supported and diversified and presents an open forum for debate and discussion and that the strategies approved by the Board have produced results even during these weak business environment.

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 fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

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 the Managing Director is attached as Annexure VIM which forms a part of this Report of the Directors. The Code of Conduct is available on the Company's website www.vesuviusindia.com. All Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report.

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, Clause 49(lll)(D)(4)(a) of the listing agreement with Stock Exchanges (applicable up to November 30, 2015) and provisions of SEBI-LODR and in the preparation of the annual accounts for the year ended on December 31, 2015 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 that period;

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 three persons have been appointed as Key Managerial Personnel of the Company in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr Subrata Roy, Managing Director

b) MrTaposh Roy, Company Secretary

c) Mr Sanjoy Dutta, Chief Financial Officer

Remuneration and other details of the Key Managerial Personnel for the year ended December 31, 2015 are mentioned in the Extract to the Annual Return in Form MGT-9 which is attached as Annexure IV and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI regulations pertaining to Corporate Governance. During the year under consideration the Company had a seven member Board of Directors consisting of three non- executive independent directors, three non-executive non-resident directors representing the holding company and the Managing Director.

The non-executive non-resident Directors 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. 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, 2015, giving the details as required under Regulation 34(3) read with Clause C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 on December 31, 2015 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 Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Mr Taposh Roy, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company and also notified to the Stock Exchanges.

Mr Subrata Roy, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer, have given their certificate under Regulation 17(8) read with Part B of Schedule II of SEBI-LODR regarding the annual financial statements for the year ended on December 31, 2015 to the Board of Directors. The Managing Director has given his certificate under Regulation 34(3) 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, 2015, which is attached as Annexure VIM and forms a part of this Report of the Directors.

In compliance with SEBI-LODR, new Listing Agreements as per revised format with BSE Limited and National Stock Exchange of India Limited were executed on December 3, 2015.

Audit Committee

The Audit Committee was constituted on October 24, 2000. The Committee as on December 31, 2015 comprises Mr Biswadip Gupta as Chairman and Mr Christopher Abbott, Mr Tanmay Ganguly 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 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 Company's 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 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, 2015 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29, 2014. The Committee as on December 31, 2015 comprises Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar. Mr Arunava Maitra, Chief HR Officer, is the Secretary of the Committee.

The Corporate Social Responsibility Policy, which was approved by the Board on November 10, 2014, is available on the Company's 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 year ended on December 31, 2015 are given separately in the attached Corporate Governance Report.

The Annual Report on Corporate Social Responsibility is attached as Annexure VII. The Company believes that CSR projects 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 so that they result in the ultimate objectives meted out in the Company's CSR Policy. Meetings have been held with agencies having all India presence to provide CSR support jointly with the employees of the Company to CSR projects not only where the Company's factories are based but also around steel plants and other locations where the Company operates. These meetings have remained inconclusive as good quality CSR activities as per the Company's CSR Policy having a strong bearing on the society's needs were not immediately available. As a result the Company could only spend about Rs 10 lakhs during the year and expects that in the next year more CSR activities will be approved and undertaken.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was constituted on April 29, 2014 and the members as on December 31, 2015 are Mr Sudipto Sarkar as Chairman and Mr Biswadip Gupta, Mr Christopher Abbott, Mr Tanmay Ganguly and Miss Nayantara Palchoudhuri as Members. The Company Secretary is the Secretary of this Committee. The Company's Remuneration Policy prepared in accordance with section 178 of the Companies Act, 2013 is available on the Company's 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, 2015 are given separately in the attached Corporate Governance Report.

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 and the listing agreements with Stock Exchanges, 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, 2015 are Mr Biswadip Gupta as Chairman, Mr Christopher Abbott, Mr Tanmay Ganguly, Miss Nayantara Palchoudhuri, Mr Subrata Roy and Mr Sudipto Sarkar as Members. 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 requests for dematerialization and dematerializations 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 and all compliances under the Companies Act, 2013, the listing agreement with Stock Exchanges and SEBI-LODR. Details of the number and dates of meetings of this Committee which were held during the year ended on December 31, 2015, 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 Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 2.13 % of share capital are held in physical mode by 3040 Shareholders as on December 31,2015.

Investor Education and Protection Fund

In compliance with the provisions of section 205Aof the Companies Act, 1956, a sum of Rs 381,694/- being the dividend lying unclaimed out of the eleventh deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

It is the Company's policy not to give loans, directly or indirectly, to any person (other than to employees under contractual obligations) or to other body corporate 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.

Provisions of section 186 of the Companies Act, 2013 are not applicable to loans to employees.

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

Vesuvius pic is the ultimate holding company of the Company and therefore all subsidiaries of Vesuvius pic are treated as related parties of the Company. Transactions have been held during the year with some of the related parties, details of which are mentioned in the Annual Report in accordance with the Accounting Standards 18 on Related Party Disclosures notified by the Companies (Accounting Standards) Rules, 2006. All these transactions are in the ordinary course of business and are at arm's 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 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 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, 2015 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 V 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 VI and forms a part of this Report of the Directors.

Prevention of Sexual Harassment

In compliance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company had constituted a Prevention of Sexual Harassment Committee with three employees and a reputed NGO representative and requested Miss Nayantara Palchoudhuri, Director, to be an Adviser to the Committee. The Prevention of Sexual Harassment Policy was also approved by the Board and all employees, specially women employees, were made aware of the Policy and the manner in which complaints could be lodged. The Committee submitted their first 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 :

a. Number of complaints of sexual harassment received in the year: Nil

b. Number of complaints disposed off during the year: Nil

c. Number of cases pending for more than ninety days: Nil

d. Number of workshops or awareness programme against sexual harassment carried out: Two

e. Nature of action taken by the employer or District Officer: Not Applicable

Policies Approved by the Board

During the year the following policies were approved by the Board and copies of these policies are attached as per Annexure referred to below:

policy Date of thwe Board Whwther Annexure meeting upload on number wher approved companys website

Risk Management Policy May 7,2015 YES IX

Insider Trading Code May 7,2015 YES X

Insider Trading Fair Disclosure Code May 7,2015 YES XI

Prevention of Sexual Harassment Policy August 3,2015 NO XII

Materiality and Dealing withRelated Party Transactions November 7,2015 YES XIII

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 particles

I Corporate Governance Report

II Certificate from Practicing Company Secretary on Corporate Governance Report

III Secretarial Audit Report

IV Extract of the Annual Return in Form MGT-9

V Prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

VI Particulars of Employees

VII Annual Report on Corporate Social Responsibility

VIII Managing Director's Certificate under regulation 34(3) read with Part D of Schedule V of SEBI-LODR on compliance of Code of Conduct

IX Risk Management Policy

X Insider Trading Code

XI Insider Trading Fair Disclosure Code

XII Prevention of Sexual Harassment Policy

XIII Materiality and Dealing with Related Party Transactions

Human Resources Management & Health, Safety and Environment

People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. The continuous leadership and technical training courses give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

Employees were encouraged to participate in sports activities. A cricket competition had been organized during the year which the employees gleefully participated. Other tournaments like table tennis and badminton were also organised. The Company had 435 employees as on December 31, 2015.

Our intense focus on Health & Safety as a primary and mainstream responsibility for all our employees is out of our care and concern for our people, our customers and our business associates. The Turbo- S programme was launched to align our operations with these fundamentals to focus on enhancing personnel safety. Much work has gone into making operations safer by implementation of standards for vehicle and machine safety, ergonomics initiatives, wearing protective equipment, regular safety audits etc.

Also managing environment impact is a matter of priority and therefore continuous care for the environment, responsible disposal of wastes and development of local co-operatives are engaged into.

All management staff of the Company have undergone training on Anti-Bribery and Anti-Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

BiswadipGupta

Kolkata CHAIRMAN

February 26, 2016

---

Dec 31, 2014

Dear Members,

FOR THE YEAR ENDED ON DECEMBER 31, 2014

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on December 31, 2014.

The Year in Retrospect Rs Lakhs Year ended Year ended Financial Results: 31.12.2014 31.12.2013

Sale of Goods (excluding Excise Duty) 62,167 57,492

Sale of Services 3,000 2,627

Other Income 966 628

Total Revenue 66,133 60,747

Profit before Depreciation, Interest & Tax (PBDIT) 10,905 11,657

Depreciation & Amortisation 1,912 1,756

Interest - 7

Profit before Tax 8,993 9,894

Provision for Income Tax 3,076 3,377

Profit for the year after Tax 5,917 6,517

Proposed Dividend and Taxes:

Proposed Final Dividend @Rs 6/-per share i.e. 60% 1,218 964

Dividend Tax on Final Dividend 243 164

Interim Dividend @ Re 1/-per share i.e. 10% 203 -

Dividend Tax on Interim Dividend 34 -

Total Dividend and Taxes 1,698 1,128

Transfer to General Reserves: 592 652

Basic & Diluted

Earnings Per Share: Rs 29.15 Rs 32.10



Dividend

On the occasion of the 20th Anniversary of commencement of commercial production from the Company''s first plant at Kolkata, an interim dividend being the 20th Anniversary Special Dividend of Re. 1/- per share (i.e. 10%) had been declared by the Board of Directors on February 25, 2014 and paid to all Members on March 12, 2014.

The Board of Directors are pleased to recommend a final dividend of Rs 6/- per share i.e. 60% on Equity Shares of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,461 lakhs (previous year Rs 1,128 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within May 12, 2015 and dividend will be paid on or after May 15, 2015 to those who are Members of the Company as on May 7, 2015, the Book Closure period being April 29, 2015 to May 7,2015. In respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

The interim dividend together with the proposed final dividend results in a total dividend payout of Rs 71- per share (i.e. 70% ) for the current year ending December 31, 2014.

Group Activities

Vesuvius pic, the ultimate holding company, is listed on the London Stock Exchange and is a global leader in metal flow engineering, principally serving steel and foundry industries with customized products, services and technologies that make demanding applications possible. Vesuvius has a presence across the world at all major customer facilities employing over 12,000 employees spread over 30 countries with 69 manufacturing establishments, 6 Research & Development Centres and 8 Development Laboratories and employs more than 100 PhDs. The Vesuvius Research Centers in USA and France are fully equipped laboratory and product testing complexes.

Vesuvius Group Limited, U.K., the immediate holding company, holds about 56% of the share capital of the Company. Mr Francois Wanecq the Chief Executive of Vesuvius pic, the ultimate holding company, is a Director of our Company. Vesuvius continues to focus on safety, technology, investing new capacities in emerging markets including in India. Vesuvius is actively pursuing the implementation of its strategy towards Technical Services and for this purpose has acquired two companies involved in high technology data capture serving principally the steel industry - ECIL Mec Tec in Brazil and Process Metrix in California. The Vesuvius Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

ISO Certification

The Company''s factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 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 identified as domestic sales and exports.

Board of Directors

Dr Claude Dumazeau, who was a nominee of the holding company, had retired from the Vesuvius Group''s employment and so had resigned as a Director of the Company and his resignation was accepted effective from February 25, 2014. The Board of Directors record their appreciation of the services rendered by Dr Dumazeau during his term as a Director of the Company since December, 1994.

Mr Sudipto Sarkar was appointed as an Independent Director at the Annual General Meeting held on April 29, 2014 pursuant to the provisions of section 149 of the Companies Act, 2013 for a period of five years from April 29, 2014 and will not be liable to retire by rotation during his term of five years.

Mr Tanmay Kumar Ganguly, Managing Director of the Company, has been appointed President- Advanced Refractories of the Vesuvius Group with effect from January 1, 2015 and is now responsible for the worldwide Advanced Refractory business of the Vesuvius Group from his new location in the United Kingdom. Mr Ganguly had resigned from the Company effective from close of office hours on December 31, 2014 to take up his new assignment within the Vesuvius Group and his resignation was accepted by the Board at their meeting held on December 26, 2014. The Board of Directors record their appreciation of the good work done by Mr Tanmay Ganguly and acknowledge his contribution to the growth and prosperity of the Company during his tenure as Managing Director.

At the Board meeting held on December 26, 2014, Mr Subrata Roy was appointed Managing Director of the Company for a period of five years with effect from January 1, 2015, subject to the approval of the Members of the Company which has been sought through electronic voting for which a Notice has been issued on January 28, 2015. Mr Subrata Roy, aged 49 years, is a Mechanical Engineer from Jadavpur University, Kolkata, and worked with Bharat Heavy Electricals Ltd. for five years prior to joining Vesuvius India in September, 1993. Over the last two decades Mr Roy held numerous roles within the Company. He assumed the responsibilities of Engineering Manager of the Kolkata Plant, Slidegates Product Line Manager for Asia Pacific, Business Manager-Slide Gates & Purge Plugs, General Manager-Flow Control Sales, and had gradually moved to his new responsibility as Chief Executive-Operations around two and half years ago, immediately before his appointment as Managing Director. He was an integral part of the team which set up the Company''s first factory at Kolkata and he had also supervised the construction of the Company''s second factory at Visakhapatnam. He is not a Director of any other company and does not hold any shares of the Company and is not related to any Director or Key Managerial Personnel of the Company.

The Companies Act, 2013 requires that a Woman Director should be a member of the Board of Directors. Miss Nayantara Palchoudhuri has been recommended both by the Nomination and Remuneration Committee and by the Board of Directors to be the Woman Independent Director of the Company. Approval to her appointment has been sought from the Members of the Company through electronic voting for which a Notice has been issued on January 28, 2015. If approved, Miss Nayantara Palchoudhuri will join the Board of Directors as a Woman Independent Director for a term of five years effective from March 27, 2015 and during this term she will not be liable to retire by rotation.

Miss Nayantara Palchoudhuri, aged 52 years, is a fourth generation Tea Planter with more than 20 years experience in the successful operations and management of the tea estates in North Bengal. She is a B.A. (Hons) in Political Science from University of Jadavpur with a First Class First and was awarded the University Gold Medal and the National Scholarship; an M.A in Development Studies from the School of Oriental and African Studies -SOAS- (University of London) and M.Phil (Research Degree) from the London School of Economics & Political Science where she was awarded the Metcalfe Scholarship.

She is presently serving as the Honorary Consul for Norway in the Eastern Region looking after their trade development and consular matters. She was recently awarded the Banga Samman Award and the Nari Samman Award and The FLO- 2008 Woman Achiever Award and was the only delegate from India to the International Visitors Leadership Programme to USA on an invitation from the US Government in 2007.

She is presently the Chairperson of the North Bengal Branch and Council Member of the Tea Research Association, Member of the National Committee for Tea and the Indian Tea Association. She is a Wholetime Director of Washabarie Tea Co Pvt Ltd and also a Director of West Bengal Tea Development Corporation Ltd, Rossell India Limited and Ludlow Jute & Specialities Limited and a Partner of Mohurgong &Gulma Tea Estates.

She is a Member of the Executive Committee of Indian Chamber of Commerce and of the National Executive Committee of the Federation of Indian Chambers of Commerce and Industry (FICCI). She is the Founder Member of the Entrepreneurship Development Institute (EDI) set up in association with the Government of West Bengal and the Bengal National Chamber of Commerce and Industry for skill and enterprise development.

She is currently the President of the Indo British Scholars Association.

She was the First Lady President of the 120 year old Bengal National Chamber of Commerce and Industry and was a Member of the Senate of Calcutta University and an Executive Council Member of the Netaji Subhas Open University.

She is associated with several social Associations and has held several responsibilities including as Past District Governor of Rotary International District 3291, Member of the Advisory Committee of the Indian Council for Cultural Relations, Kolkata, International Vice-Chair of the London School of Economics Alumni Association, Executive Committee of the Ladies Study Group and State Co-Convenor of Indian National Trust for Art and Cultural Heritage (INTACH) - the leading heritage conservation organisation in the country.

Miss Palchoudhuri does not hold any shares in the Company, nor is she related to any Director or Key Managerial Personnel of the Company. She has given a declaration that she fulfils and complies with all the conditions specified in the Companies Act, 2013 making her eligible to be appointed as an Independent Director. The Board of Directors are also of the opinion that Miss Palchoudhuri fulfils all the conditions specified in the Companies Act, 2013 making her eligible to be appointed as an Independent Director.

Mr Biswadip Gupta, Chairman of the Company, will retire by rotation at the next Annual General Meeting and being eligible has offered himself for reappointment as a Director of the Company. Being eligible, he is proposed to be re-appointed as an Independent Director of the Company in compliance with the provisions of section 149 of the Companies Act, 2013 for a term of five years effective from May 7, 2015. He will not be liable to retire by rotation during his term of five years.

Mr Biswadip Gupta, aged about 64 years, is a BE(Metallurgy) and MBA and has about 42 years experience in the steel and refractory industry. He has received extensive training worldwide in the refractory making industry during his 20 years association with the Vesuvius Group, UK before being associated with Vesuvius India. Since 1979 he was the Consultant Director, Indian Operations of Vesuvius Corporation SA, Switzerland. Mr Gupta had joined the Company as a Director in 1991 and was the Managing Director from 1992 upto April 17, 2007 and thereafter continued as a non-executive Director. He had been instrumental in setting up of the Indian operations. Mr Gupta was the recipient of the Chief Executive''s Award for outstanding performance in 1993 and again in 2003 from the Vesuvius Group during his tenure as Managing Director of the Company.

Mr Gupta was formerly President of Bengal Club Limited and President of Bengal Chamber of Commerce and Industry. He was Deputy Chairman of the Indian Refractory Makers Association and Chairman of CM (Eastern Region). He is presently a Director of Barbil Beneficiation Company Ltd, DESCON Ltd, Dishergarh Infrastructure Development Pvt Ltd, Gourangdih Coal Limited, JSW Bengal Steel Ltd, JSW Energy (Bengal) Ltd, JSW Natural Resources Bengal Limited, JSW Natural Resources India Limited, NICCO Engineering Services Ltd, NICCO Ventures Limited and President, Corporate Affairs of JSW Steel Limited. He is a member of the following Committees:

Name of Company Name of Committee Nature of Membership

JSW Benqal Steel Ltd Audit Committee Member

Nicco Engineering ServicesLtd Audit Committee Member

Vesuvius India Ltd 1. Audit Committee Chairman

2. Share Transfer & Sakeholders Chairman Grievance& Relationship Committee

3. Corporate Social Responsibility Committee Chairman

4. Nomination & Remuneration Committee Member

Mr Gupta''s nature of experience is in Steel and Refractory business, Corporate Affairs and Finance. He holds 38,749 shares of the Company. He is not related to any Director or Key Managerial Personnel of the Company. He has given a declaration that he fulfils and complies with all the conditions specified in the Companies Act, 2013 making him eligible to be appointed as an Independent Director. The Board of Directors are also of the opinion that Mr Gupta fulfils all the conditions specified in the Companies Act, 2013 making him eligible to be appointed as an Independent Director.

Mr Yves M.C.M.G Nokerman retires by rotation at the Annual General Meeting of the Company and, being eligible, has offered himself for reappointment.

He is proposed to be re-appointed a Director and will be liable to retire by rotation.

Mr Yves M.C.M.G. Nokerman is the Vice President Global Shared Services of Vesuvius Group and is based in Ghlin, Belgium. He joined the Board of Directors on July 29, 2008 as a nominee of the holding company. He is not a director of any other company in India, but is a director of 27 companies abroad belonging to the Vesuvius Group. He is well conversant with the refractory industry having over 29 years of experience and his nature of experience is in Finance, Taxation, Information Technology and Corporate Affairs. He does not hold any shares in the Company. He is not related to any other Director or Key Managerial Personnel of the Company. Mr Nokerman is a member of the Audit Committee, Corporate Social Responsibility Committee, Nomination and Remuneration Committee and also the Share Transfer and Stakeholders Grievance & Relationship Committee.

Mr Biswadip Gupta and Mr Sudipto Sarkar, Independent Directors of the Company, have had a separate meeting on November 10, 2014 to review the performance and evaluation of Independent Directors and Board as a whole and assess the quality, quantity and timeliness of flow of information from the Company management to the Directors. The overall outcome from the evaluation was that the Board and its individual Directors are performing effectively and that the Board is well supported and presents an open forum for debate and that future focus should be on strategy, governance and compliances.

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 fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.

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 the Managing Director is attached as Annexure IX which forms a part of this Report of the Directors. The Code of Conduct is available on the Company''s website www.vesuviusindia.com.AII Directors have confirmed compliance with provisions of section 164 of the Companies Act, 2013.

The details of number and dates of meetings held by the Board and its Committees, attendance of Directors and remuneration paid to them is given separately in the attached Corporate Governance Report.

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 Clause 49(lll)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on December 31, 2014 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 that period;

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. 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

vi. 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 three persons were formally appointed as Key Managerial Personnel of the Company effective from April 1, 2014 in compliance with the provisions of section 203 of the Companies Act, 2013:

a) Mr Tanmay Kumar Ganguly, Managing Director

b) Mr Taposh Roy, Company Secretary

c) Mr Sanjoy Dutta, Chief Financial Officer

Mr Tanmay Ganguly having resigned effective from December 31, 2014, Mr Subrata Roy was appointed as the Managing Director and Key Managerial Personnel effective from January 1, 2015. Remuneration and other details of the Key Managerial Personnel for the year ended December 31, 2014 are mentioned in the Extract of the Annual Return which is attached as Annexure IV and forms a part of this Report of the Directors.

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had a five member Board of Directors consisting of two non-executive independent directors, two non-executive non-resident directors representing the holding company and the Managing Director.

The non-executive non-resident Directors 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. The sitting fees paid to the directors are within the limits prescribed under the Companies Act, 2013 and Rules thereon.

The Corporate Governance Report giving the details as required under Clause 49 of the listing agreement with the Stock Exchanges is given separately as Annexure I and forms part of this Report of the Directors. The Corporate Governance Certificate for the year ended on December 31, 2014 issued by MrAnjan Kumar Roy of M/sAnjan 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 Company has in place an Insider Trading Code for compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992. Mr Taposh Roy, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company and also notified to the Stock Exchanges.

Mr Subrata Roy, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer have given their certificate under Clause 49(IX) of the listing agreement with Stock Exchanges regarding the annual financial statements for the year ended on December 31, 2014 to the Board of Directors. The Managing Director has given his certificate under Clause 49(II)(E) of the listing agreement with Stock Exchanges regarding compliance with the Code of Conduct of the Company for the year ended December 31, 2014, which is attached as Annexure IX and forms a part of this Report of the Directors.

Audit Committee

The Audit Committee was constituted on October 24, 2000. The Committee now comprises Mr Biswadip Gupta as Chairman and Mr Yves M.C.M.G Nokerman 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 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 Company''s website www.vesuviusindia.com

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 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 are given separately in the attached Corporate Governance Report.

Corporate Social Responsibility Committee

A Corporate Social Responsibility Committee was constituted on April 29, 2014 with Mr Biswadip Gupta as Chairman and Mr Tanmay Ganguly and Mr Yves Nokerman as Members. Mr Tanmay Ganguly has resigned effective from December 31, 2014 and in his place Mr Subrata Roy, Managing Director, has been inducted into the Committee as a Member effective from January 1,2015.

The Committee met only once during the year on November 10, 2014 to finalise the Corporate Social Responsibility Policy. The Policy was approved by the Board on November 10, 2014, is available on the Company''s website www.vesuviusindia.com and is attached as Annexure VII and forms a part of this Report of the Directors.

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 are given separately in the attached Corporate Governance Report.

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility the Company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies. Social, environment and ethical matters are reviewed by the Board including the impact such matters may have on the Company''s management of risk.

The Company continues its spend to support local initiatives to improve infrastructure as well as support in other corporate social responsibility initiatives. The Company has not yet finalized the manner of implementation of the CSR Policy, for which it is in dialogue with various agencies to evaluate available options. The disclosure requirements relating to the amounts spent on Corporate Social Responsibility activities of the Company is due for the first time for the financial year ending on December 31, 2015 and hence is not disclosed this year.

Nomination and Remuneration Committee

A Nomination and Remuneration Committee was

constituted on April 29, 2014 with Mr Sudipto Sarkar as Chairman and Mr Biswadip Gupta, Mr Yves Nokerman and Mr Francois Wanecq as Members. The Company Secretary is the Secretary of this Committee.

The Company''s Remuneration Policy is available on the Company''s website www.vesuviusindia.com and is attached as Annexure VIM and forms a part of this Report of the Directors. 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 are given separately in the attached Corporate Governance Report.

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 and the listing agreements with Stock Exchanges, 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 are Mr Biswadip Gupta as Chairman, Mr Tanmay Ganguly, Mr Yves Nokerman and Mr Sudipto Sarkar as Members. Mr Tanmay Ganguly having resigned effective from December 31, 2014, Mr Subrata Roy has been inducted into the Committee as a Member effective from January 1, 2015. There were two meetings during the year on April 29, 2014 and December 31, 2014. 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 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 and all compliances under the Companies Act, 2013 and the listing agreement with Stock Exchanges. The details of the number and dates of meetings of this Committee which were held during the year ended December

31, 2014, 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 Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the attached Corporate Governance Report. Only 2.23 % of share capital are held in physical mode by 3174 Shareholders.

Investor Education and Protection Fund

In compliance with the provisions of section 205Aof the Companies Act, 1956, a sum of Rs 339,552/- being the dividend lying unclaimed out of the tenth dividend declared by the Company for the year ended December 31, 2006 at the Annual General Meeting held on April 17, 2007 was transferred to the Investor Education and Protection Fund of the Central Government in May, 2014, after giving several notices and reminders to the concerned shareholders.

Dividend which remains unclaimed out of the eleventh dividend declared by the Company for the year ended on December 31, 2007 at the Annual General Meeting held on April 29, 2008 will be transferred to the Investor Education and Protection Fund of the Central Government in June, 2015 pursuant to the provisions of section 205A of the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders. Individual notices have already been sent to the shareholders concerned on February 12,2015.

Notices pursuant to Rule 4Aof the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 have been sent to all members concerned on January 30, 2015 reminding them to encash their unclaimed dividend.

Auditors

M/s B S R & Co. LLP, Chartered Accountants, hold office as Auditors of the Company till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. Pursuant to the provisions of section 139 of the Companies Act, 2013, the Auditors are proposed to be reappointed for a term of two years, subject to ratification by the Members at every Annual General Meeting. There are no qualifications or observations or remarks made by the Auditors in their Report.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr Anjan Kumar Roy of M/s Anjan Kumar Roy & Co. Practicing Company Secretaries, in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure III and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Cost Audit

In compliance with the provisions of Section 233B and Section 224(IB) and other applicable provisions of the Companies Act, 1956 and the Order No F.NO.52/26/CAB-2010 dated November 6, 2012 issued by the Ministry of Corporate Affairs, Government of India, Messrs N. K. Ghosh & Associates, Cost Accountants, of Flat no 4B, 10/1 Chakraberia Road (South), Kolkata 700 025 (Firm''s Registration no 102058) had been appointed Cost Auditors of the Company for the first time for conducting Cost Audit of the Company''s cost records for the year ended December 31, 2013. The Cost Audit for the year ended December 31, 2013 had been completed and the report has been filed with the Ministry of Corporate Affairs.

The Board at their meeting held on February 25, 2014 re-appointed the Cost Auditors for the year ended December 31, 2014 at a remuneration of Rs 150,000 plus service tax and out of pocket expenses. Pursuant to the provisions of section 148 of the Companies Act, 2013 which has replaced section 233B of the Companies Act, 1956, the remuneration of the Cost Auditor should be determined by the Members of the Company. A Notice dated January 28, 2015 had been issued to the Members

of the Company seeking their approval, through electronic voting, to the remuneration payable to the Cost Auditors.

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 Company''s 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.

In compliance with section 186 of the Companies Act, 2013, loans to employees bear interest at applicable rates.

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

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 V 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 VI and forms a part of this Report of the Directors.

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

Corporate Governance Report

I, Certificate from Practicing Company Secretary on Corporate

Governance Report

III Secretarial Audit Report

IV Extract of the Annual Return in Form MGT-9

Prescribed particulars of Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo

VI Particulars of Employees

VII Corporate Social Responsibility Policy of the Company

VIII Remuneration Policy of the Company

IX Managing Director''s Certificate under Clause 49(II)(E) of Listing

Agreement on compliance of Code of Conduct

Human Resources Management & Health, Safety and Environment

A fundamental concept embodied in the Company''s Code of Conduct is that the Company''s goals can only be met through the efforts of its employees. Vesuvius recognises that job satisfaction requires working environments that motivate employees to be productive and innovative and provide opportunities for employee training and development to maximise personal potential and develop careers within the Group. The Company values the involvement of its employees and keeps them informed on matters affecting them as employees and factors relevant to the Company''s performance. Decisions on recruitment, career development, training, promotion and other employment related issues are made solely on the grounds of individual ability, achievement, expertise and conduct and these principles are operated on a non-discriminatory basis. Training courses give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

We have made further progress on Health and Safety both in terms of safe working practices and the reporting performance by implementation of standards for vehicle and machine safety, ergonomics initiatives, wearing protective equipments, regular safety audits etc. Also managing environment impact is a matter of priority and therefore continuous care for the environment, responsible disposal of wastes and development of local co-operatives are engaged into.

All senior officials of the Company have undergone training on Anti Bribery and Anti Corruption Policy of the Company.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Kolkata Biswadip Gupla February 24, 2015 CHAIRMAN

---

Dec 31, 2013

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on December 31, 2013.

The Year in Retrospect Financial Results

(Rs. Lakhs)

Year ended Year ended 31.12.2013 31.12.2012

Sale of Goods (excluding Excise Duty) 57,492 53,553

Sale of Services 2,627 2,681

Other Income 628 352

Total Revenue 60,747 56,586

Profit before Depreciation, Interest & Tax (PBDIT) 11,657 9,904

Depreciation & Amortisation 1,756 1,635

Interest 7 6

Profit before Tax 9,894 8,263

Provision for Income Tax 3,377 2,687

Profit after Tax 6,517 5,576

Balance as per last Balance Sheet brought forward 26,604 22,647

Available for appropriation 33,121 28,223

Appropriations made :

Proposed Dividend @ Rs 4.75 per share i.e. 47.50 % 964 913

Dividend Tax 164 148

Transfer to General Reserves 652 558

1,780 1,619

Balance in Statement of Profit & Loss 31,341 26,604

33,121 28,223

Basic & Diluted Earnings Per Share Rs 32.10 Rs 27.48

Operating & Financial Performance, Internal Control

It continued to be a difficult period for the Indian economy reflected by lower GDP growth, inflationary trends and lower industrial production. Private consumption, an important demand-side driver of growth which amounts for about three-fourths of GDP, plummeted in line with other economic indicators after being impacted by high retail inflation and interest rates. This scenario continues to prevail with impact on the economy in general and domestic steel industry in particular causing the steel industry to suffer from lower volumes, margins and delay in new projects.

This year total revenue increased by over Rs 4,161 lakhs driven by domestic growth despite slowdown in domestic steel production. Net sales increased by 7% but PBT and PAT increased by 20% and 17% respectively over the previous year. Energy and transportation costs increased sharply but significant savings were made through energy usage optimization programs. Focused attention is made on cost and internal efficiencies to retain profitability.

All four factories had been working efficiently during the year. New Taphole Clay facility at Visakhapatnam successfully produced planned materials for field trials. Safety measures and processes have been installed and improved upon at all plants and work sites.

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. Internal Audit has been conducted on a pan India basis.

The Company has adopted the revised policies on Health & Safety, Quality, Code of Conduct applicable to Directors and Employees of the Company and also the Whistle Blowing Policy. Code on Internal Control which require 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 by which senior management certify effectiveness of the internal control system and adherence to Code of Conduct and Company''s policies for which they are responsible.

Dividend

The Board of Directors are pleased to recommend dividend of Rs 4.75 per share i.e. 47.50% on Equity Shares of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,128 lakhs (previous year Rs 1,061 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within May 5, 2014 and dividend warrants will be dispatched on or after May 8, 2014 to those who are members of the Company as on April 29, 2014. In respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Special Dividend

The Company this year is celebrating its 20th Anniversary of commencement of commercial production from its first plant at Kolkata. On this occasion, and for the purpose of rewarding the Shareholders for their continuous support to the Company, the Board of Directors have declared at their Board meeting held on February 25, 2014 a 20th Anniversary Special Dividend of Re. 1/- per share (i.e. 10%). The Record Date for determining the persons eligible for this Special Dividend is March 8, 2014. Dividend warrants will be dispatched on or after March 12, 2014. This 20th Anniversary Special Dividend is an interim dividend for the year ended December 31, 2014 and is given in addition to the dividend of Rs4.75 per share (i.e. 47.50%) that has been recommended for the year ended on December 31, 2013 which will be declared at the ensuing Annual General Meeting.

ISO Certification

The Company''s factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 for Quality Management Systems Standards.

Segment wise 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 identified as domestic sales and exports.

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

The steel industry, which is the major customer of the Company, has been suffering from the present economic slowdown with lower volumes and poor margins caused by non-availability of raw materials like iron ore and coal, inflationary costs, higher interest rates compounded with unfavorable foreign exchange. Major customers have either put off or delayed their expansion projects. Competition activities have increased as they try to hold on to their market share even at lower prices causing pressure on margins. International competitors have entered Indian markets with new acquisitions with aggressive pricing strategies.

Vesuvius is a global leader in metal casting engineering providing technical services principally to the steel and foundry industries and has established with the customers over the years a relationship of trust and partnership based on the true value we create in our customer''s processes with our unique technological product and service offering. biggest group of our customers. Hence anything that affects the steel and foundry industry will have its one off effect on our business.

There is a continuous process for identifying, evaluating and managing significant risks faced through a risk management process designed to identify the key risks facing each business. The role of insurance and other measures used in managing risks is also reviewed. Risks would include significant weakening in demand from core-end markets, adverse foreign exchange fluctuations, inflation, energy costs and shortage of raw materials and adverse regulatory developments. During the year a risk analysis and assessment was conducted in line with the Group requirements and no major risks were noticed.

Directors

Dr S K Gupta, who was the non-executive independent Chairman of the Company, had resigned effective from May 8, 2013 and Mr Shekhar Datta, a non-executive independent Director of the Company had resigned on April 25, 2013. Dr Claude Dumazeau retired from the Vesuvius Group''s employment and his resignation as a Director of the Company was accepted effective from February 25, 2014. The Board of Directors records its appreciation of the services rendered by Dr S K Gupta, Mr Shekhar Datta and Dr Claude Dumazeau.

Mr Biswadip Gupta was unanimously appointed Chairman of the Board of Directors at the Board meeting held on July 27, 2013. He is also the Chairman of the Audit Committee effective from July 27, 2013.

Mr Sudipto Sarkar retires by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offered himself for reappointment.

Mr Sudipto Sarkar, a renowned Barrister and aged about 67 years, is a Director of the Company since July 26, 2005. He holds B.Sc. (Maths-Hons) from Presidency College, Kolkata; BA (Law Tripos) from Jesus College, Cambridge, UK; LL.M, (International Law) from Jesus College, Cambridge, UK; M.A. (Law) from Jesus College, Cambridge, UK. He is also Barrister, Gray''s Inn, London. He is presently practicing as a Senior Advocate. He also has several publications to his credit on Evidence, Law of Civil Procedures and Specific Relief Act. He is the collaborating editor of Ramaiya''s Guide to the Companies Act and contributor to several volumes of International Law Reports (Cambridge).

He is presently a Director of JSW Steel Ltd, Eveready Industries Ltd, EIH Associated Hotels Ltd and Mcnally Bharat Engineering Company Ltd. He is on the panel of experts of the Indian Institute of Corporate Affairs constituted by the Ministry of Corporate Affairs, New Delhi. He is a member of the following Committees :

Name of Name of Nature of Company Committee Membership

EIH Associated Hotels Ltd 1. Audit Committee Member

2. Investors Grievances Member Committee

Eveready Industries Ltd Audit Committee Member

Name of Name of Nature of Company Committee Membership

JSW Steel Ltd Audit Committee Member

McNally Bharat Engineering Shareholders & Investors Member Company Ltd Grievances Committee

Vesuvius India Ltd 1. Audit Committee Member

2. Share Transfer & Investor Member Grievance Committee

Mr Sarkar''s nature of experience is in Law and Corporate Affairs. He does not hold any shares in the Company and is not related to any other Director of the Company.

All Directors 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 the Managing Director is annexed to this Report. All Directors have confirmed compliance with provisions of section 274(1 )(g) of the Companies Act, 1956.

Listing and ISIN Number

The shares of the Company are listed on the Bombay and National Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the Corporate Governance Report. Only 2.30 % of share capital are held in physical mode by 3311 Shareholders.

Group Activities

Vesuvius pic, the ultimate holding company since December 19, 2012, is listed on the London Stock Exchange and is a global leader in metal flow engineering, principally serving steel and foundry industries with customized products, services and technologies that make demanding applications possible. The Vesuvius Group has a presence across the world at all major customer facilities employing over 11,000 employees spread over 30 countries with 72 manufacturing establishments and has 6 Research & Development Centers, 8 Development Laboratories and employs more than 100 PhDs. The Vesuvius Research Centers in USA and France are fully equipped laboratory and product testing complexes.

Vesuvius Group holds about 56% of the share capital of the Company. Mr Francois Wanecq the Chief Executive of Vesuvius pic is a Director of our Company. The Vesuvius Group continues to focus on safety, technology, investing into growing markets including in India. The Vesuvius Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

Corporate Governance

The Company has in place the SEBI guidelines pertaining to Corporate Governance. During the year under consideration the Company had a eight member Board of Directors consisting of four non-executive independent directors, three non-executive non-resident directors representing the holding company and the Managing Director. Two non-executive independent Directors viz. Dr S K Gupta and Mr Shekhar Datta have resigned during the year. Dr Claude Dumazeau, a non-executive non-resident Director''s resignation was accepted by the Board at their meeting held on February 25, 2014. The Board of Directors now consists of five Directors with Mr Biswadip Gupta as Chairman.

The non-resident Directors 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. The sitting fees paid to the directors are within the limits prescribed under the Companies Act, 1956.

The Audit Committee was constituted on October 24, 2000 and the Share Transfer and Investor Grievance Committee on February 12, 2001. The details of the composition and attendance of the Board and Committees thereof and remuneration paid to the Directors as well as the shares held by the Directors have been given separately in the Corporate Governance Report.

The Corporate Governance Report giving the details as required under clause 49 of the listing agreement with the stock exchanges is given separately and forms part of the Directors Report to Shareholders. The Corporate Governance Certificate for the year ended on December 31, 2013 issued by the Statutory Auditors is also attached.

The Company has in place an Insider Trading Code for compliance with the Securities and Exchange

Board of India (Prohibition of Insider Trading) Regulations, 1992. MrTaposh Roy, Company Secretary, is the Compliance Officer responsible for compliance with the Insider Trading procedures. Details of securities transaction by insiders are placed before the Board of Directors of the Company.

MrTanmay Ganguly, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer have given their certificate under clause 49(V) of the listing agreement with stock exchanges regarding the annual financial statements for the year ended on December 31, 2013 to the Board of Directors. The Managing Director has given his certificate under clause 49(I)(D) of the listing agreement with stock exchanges, which is attached and forms a part of our Report.

Secretarial audit for reconciliation of Capital

The Securities and Exchange Board of India has directed vide circular no. D&CC/FITTC/CIR-16/2002 dated December 31, 2002 that all issuer companies shall submit a certificate of capital integrity, reconciling the total shares held in both the depositories viz NSDL and CDSL and in physical form with the total shares issued /paid up capital. In compliance with this requirement, the Company has submitted

I within due dates the certificates, duly certified by a Practicing Company Secretary, to the stock exchanges where the securities of the Company are listed. Investor Education and Protection Fund In compliance with the provisions of section 205A of the Companies Act, 1956, a sum of Rs 322,302/- being the dividend lying unclaimed out of the ninth dividend declared by the Company for the year ended December 31, 2005 at the Annual General Meeting held on April 20, 2006 was transferred to the Investor Education and Protection Fund of the Central Government in May, 2013, after giving several notices and reminders to the concerned shareholders. Dividend which remains unclaimed out of the tenth dividend declared by the Company for the year ended on December 31, 2006 at the Annual General Meeting held on April 17, 2007 will be transferred to the Investor Education and Protection Fund of the Central Government in May, 2014 pursuant to the provisions of section 205Aof the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders. Individual notices have already been sent to the shareholders concerned on February 12, 2014. Notices pursuant to Rule 4A of the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 have been sent to all members concerned on January 31, 2014 reminding them to encash their unclaimed dividend. Auditors M/s B S R & Co., Chartered Accountants, who were appointed Auditors of the Company at the Annual General Meeting held on April 25, 2013, have changed their name to M/s B S R & Co. LLP upon conversion of their partnership firm to a Limited Liability Partnership. They hold office till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

Cost Auditors

In compliance with the provisions of Section 233B and Section 224(IB) and other applicable provisions of the Companies Act, 1956 and the Order No F.No.52/26/CAB-2010 dated November 6, 2012 issued by the Ministry of Corporate Affairs, Government of India, Messrs N. K. Ghosh & Associates, Cost Accountants, of Flat no 4B, 10/1 Chakraberia Road (South), Kolkata 700 025 (Firm''s Registration no 102058) had been appointed Cost Auditors of the Company for the financial year ended on December 31, 2013 after obtaining Central Government''s approval. They have been re-appointed cost Auditors for the year ended December 31, 2014, subject to the approval of the Central Government.

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, 1975.

Information pursuant to section 217 of the Companies Act, 1956

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1)(e) and Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Rules made there under are given in the Annexure to this Report and form a part of the Directors Report.

Directors'' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 217(2AA) of the Companies Act, 1956 in the preparation of the annual accounts for the year ended on December 31, 2013 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 that period;

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis.

Corporate Social Responsibility

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

Social, environment and ethical matters are reviewed by the Board including the impact such matters may have on the Company''s management of risk.

Particular emphasis is focused on the following areas :

- Code of Conduct: requiring all employees to comply with the highest standards of legal and ethical behavior.

- Health, Safety and Environment: protecting the health and safety of our employees, contractors, customers and the general public and reducing energy consumption and waste in our operations.

- Products and services : developing innovative products and services which promote sustainability in our customers'' production processes and products.

The Company continues to support local initiatives to improve infrastructure and increase business opportunities as well as support in other corporate social responsibility initiatives.

Human Resources Management & Health, Safety and Environment

The Company''s long-term success is dependent upon the diversity, dedication and commitment of all our people who share a common set of values. Vesuvius looks at diversity in its broadest sense, recognizing the importance of getting the right balance of independence, skills, knowledge and experience across the business.

Training courses give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values. The Columbus program where promising young graduates from emerging countries are trained to take on international careers was offered to fresh Indian graduates. Similarly, the graduate exchange program where three graduates from India and Brazil exchanged places during the year for international training and skill development with cross-cultural experience. Employees were encouraged to participate in sports activities and so this year a Vesuvius Premier League was conducted where employees participated in football matches. Cricket, badminton and caroms tournaments were also held.

Our Code of Conduct expresses our intense concern for Health and Safety in saying that "we will protect the health and safety of our employees, customers, suppliers, contractors, visitors, the general public and others affected by our operations". We have made further good progress on Health and Safety both in terms of safe working practices and the reporting performance by implementation of standards for vehicle and machine safety, ergonomics initiatives, wearing protective equipments, regular safety audits etc. Also managing environment impact is a matter of priority and therefore continuous care for the environment, responsible disposal of wastes and development of local co-operatives are engaged into.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Kolkata Biswadip Gupta

February 25, 2014 CHAIRMAN

---

Dec 31, 2012

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on December 31, 2012.

The Year in Retrospect

Financial Results (Rs Lakhs)

Year ended Year ended 31.12.2012 31.12.2011

Sale of Goods (exduding Excise Duty) 53,553 51,236

Sale of Services 2,681 2,790

Other Income 352 465

Total Revenue 56,586 54,491

Profit before Depreciation, Interest & Tax (PBDIT) 9,904 9,796

Depreciation & Amortisation 1,635 1,467

Interest 6 61

Profit before Tax 8,263 8,268

Provision for Income Tax 2,687 2,746

Profit after Tax 5,576 5,522

Balance as per last

Balance Sheet brought forward 22,647 18,677

Available for appropriation 28,223 24,199

Appropriations made:

Proposed Dividend @ Rs 4.50 per share i.e. 45 % 913 863

Dividend Tax 148 137

Transfer to General Reserves 558 552

1,619 1,552

Balance in Statement of Profit & Loss 26,604 22,647

28,223 24,199

Basic & Diluted Earnings Per Share Rs 27.48 Rs 27.21

Operating & Financial Performance, Internal Control

It continued to be a difficult period for the Indian economy reflected by lower GDP, inflationary trends and lower industrial production. The steel industry, which comprises the biggest group of the Company''s customers, alsofaced a similar difficult period. Poor availability of iron ore and other raw materials resulted in reduced production and major expansion projects have been delayed. These have had a negative impact on our business.

This year total revenue increased by over Rs 2,058 lakhs driven by domestic growth in spite of the slowdown in domestic steel production while exports had marginally reduced.

Increase in raw material prices, energy & transportation and adverse foreign exchange fluctuation have placed a burden on the margins for the year. Margin decline was most severe at the beginning of the year. Focussed action on cost, internal efficiencies and price optimisation helped restore profitability by year end.

The Kolkata plant expansion was completed in April 2012 and the plant is ready to cater to the proposed increased demand of customers. Freehold land at Visakhapatnam has been purchased and possession obtained for setting up the fifth plant of the Company. An international standard Research & Development Centre is also proposed at this location.

The Company always engages with customers to enable them to be aware of the systems and processes internally followed by the Company. In one such interaction, Mr AP Choudhry, Chairman and Managing DirectorofRashtriya Ispat Nigam Limited visited their Blast Furnace -III at Visakhapatnam and interacted with the Vesuvius team working at that site. He was delighted with the processes being followed and appreciated that all team members strictly adhered to the Health and Safety norms.

The LD3 CSP caster-1 at Tata Steel was commissioned successfully in February 2012. Vesuvius provided the entire tundish refractory and application for this caster. The entire refractory job for the new 1.2 million tons per annum pellet ("MTPA") plant of BMM Ispat which was commissioned during the year was provided by the Company. Similar turnkey refractory supply and installation was done at Essar Steel''s 6 MTPA iron ore pelletisation furnace in Paradip. The largest boiler gunning repair work was done for JSW Energy at Barmer during the year.

All four factories had been working at near full efficiency during the year. In-plant rejection for all manufactured items have been further reduced due to improved processes. Safety measures and processes have been installed at all plants and work sites.

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. Internal Audit has been conducted on a pan India basis.

The Company has complied with the provision of the Code on Internal Control which require that the Directors review the effectiveness of internal controls including financial, operational and compliance control and risk management systems. Self certification exercises are also conducted by which senior management certify effectiveness of the internal control system for which they are responsible together with the Company''s policies.

Dividend

The Board of Directors are pleased to recommend dividend of Rs 4.50 per share i.e. 45% on Equity Shares of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 1,061 lakhs (previous year Rs 1,000 lakhs). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within April 30, 2013 and dividend warrants will be despatched on or after May 3, 2013 to those who are members of the Company as on April 25, 2013. In respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

ISO Certification

The Company''s factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 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 identified as domestic sales and exports.

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

It continues to be a difficult period for the Indian economy. GDP has become lower at around 5% while inflation remains high. Foreign exchange fluctuation have also added to the concerns and estimates had to be revised. The steel industry, which is the major customer of the Company, which have been impacted with shortage of iron ore and other raw material have reduced volumes and have delayed their expansion plans.

Competition activities have increased causing pressure on margins. International refractory companies are now strategically entering Indian and South Asian markets.

Other industries like Aluminium, Cement, Poweretc where the Company also operates, have also been facing similar slow down due to reduced demand.

Your Company trades in refractory based solutions and steel industry comprises the biggest group of its customers. Hence anything that affects the steel industry will have its one off effect on our business. India is set to emerge as the second largest producer and consumer of steel in the next few years and refractory being an essential requirement in steel industry will see increased demand. The Kolkata plant expansion was completed in April 2012 and is ready to meet any increased demands ofthe customer.

All business operations have risks and threats attached to them most of which may be outside the control of the Company. Apart from the concerns over raw material prices and availability, fluctuations in exchange rates, inflationary pressures, adverse political or regulatory developments, aggressive competition and chances of a reduction in customer output leading to lower demands are some perceived threats.

During the year a risk analysis and assessment was conducted in line with the Group requirements and no major risks were noticed.

Directors

Dr S K Gupta and Mr Yves M.C.M.G. Nokerman retire by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment.

Dr S K Gupta, Chairman of the Company, is a metallurgical engineer with Ph.D. and D.Sc. in ferrous process metallurgy and has about 53 years experience. He has been Professor of IIT Bombay, Founder Director of SAIL''s R&D Centre, Chief Executive of MECON and SAIL''s Rourkela Steel Plant and the Executive Vice Chairman of Jindal Vijayanagar Steel Ltd (now known as JSW Steel Ltd). He is presently Chairman of BMM Ispat Ltd and a Director ofJSW Steel Ltd, Jindal Saw Ltd, Jindal South West Holdings Limited, Sobha Developers Ltd. and Surana Industries Ltd. For his outstanding contributions to metallurgical enterprises in general and steel fraternity in particular, Government of India had conferred upon him the title "National Metallurgist". He is a Director of the Company since October 1999. Dr Gupta is well conversant with the iron and steel industry. He does not hold any shares in the Company. He is not related to any other Director of the Company.

Dr Gupta is a member of the following Committees :

(1) JSW Steel Ltd.

(a) As Chairman - Remuneration Committee, Risk Management Committee and Business Responsibility Committee and

(b) As Member - Audit Committee, Investor Grievances Committee, Share Allotment Committee and Project Review Committee;

(2) Jindal South West Holdings Ltd - As Member- Audit Committee, Investor Grievances Committee and Remuneration Committee;

(3) Sobha Developers Ltd - As Member - Audit Committee and Investor Grievance Committee;

(4) Surana Industries Ltd - (a) As Chairman - Remuneration Committee and (b) As Member - Share Transfer & Investor Grievance and

(5) Vesuvius India Ltd - (a) As Chairman -Audit Committee and (b) As Member- Share Transfer & Investor Grievance Committee

Mr Yves M.C.M.G. Nokerman is the Vice President Finance & IT of Vesuvius Group and is based in Brussels, Belgium. Hejoined the Board ofDirectors on July 29, 2008. He is not a director of any other company in India but is a director on 32 companies abroad belonging to the Group. He is well conversant with the refractory industry having over 27 years of experience. He does not hold any shares in the Company. He is not related to any other Director of the Company. Mr Nokerman is a member of the Audit Committee only.

All Directors and senior management ofthe 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 the Managing Director is annexed to this Report. All Directors have confirmed compliance with provisions ofsection 274(1)(g) ofthe Companies Act, 1956.

Listing and ISIN Number

The shares ofthe Company are listed on the Bombay and National Stock Exchange.

The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the Corporate Governance Report.

Group Activities

The Cookson Group plc of United Kingdom, carried out a Scheme of Arrangement, approved by the High Court of Justice of England and Wales, in several steps in December 2012 as a result of which Vesuvius plc has replaced Cookson Group plc as the ultimate holding company for Vesuvius India Limited effective from December 19, 2012. The name of Cookson Group plc has been changed to Cookson Group Limited consequent upon its delisting from the London Stock Exchange. Vesuvius plc has been listed on the London Stock Exchange on December 19, 2012.

Under the Scheme of Arrangement Cookson group''s electronic business division was demerged and transferred to Alent plc, a newly incorporated entity set up for the purposes of the Demerger.

Vesuvius Group holds about 56% ofthe share capital of the Company and is a world leader in the design, engineering, manufacture and delivery of refractory products, systems and services for high-technology industrial applications. The Group continues to focus on safety, technology, investing into growing markets including in India. With the Group''s support the Kolkata Plant expansion was completed in April 2012 and freehold land for a new plant at Visakhapatnam has been acquired. The Vesuvius Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

Corporate Governance

The Company has already put in place the SEBI guidelines pertaining to Corporate Governance. The eight member Board of Directors consist of four non-executive independent directors, three non-executive non-resident directors representing the parent company and the Managing Director. The non-resident Directors 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 ofthe Board or any Committee thereof. The sitting fees paid to the directors are within the limits prescribed under the Companies Act, 1956. The Audit Committee was constituted on October 24, 2000 and the Investor Grievance Committee on February 12, 2001. The details ofthe composition and attendance ofthe Board and Committees thereof and remuneration paid to the Directors as well as the shares held by the Directors have been given separately in the Corporate Governance Report.

The Corporate Governance Report giving the details as required under clause 49 ofthe listing agreement with the stock exchanges is given separately and forms part of the Directors Report to Shareholders. The Corporate Governance Certificate for the year ended on December 31, 2012 issued by the Statutory Auditors is also attached.

Mr Tanmay Ganguly, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer have given their certificate under clause 49(V) of the listing agreement with stock exchanges regarding the annual accounts for the year ended on December 31, 2012 to the Board of Directors. The Managing Director has given his certificate under clause 49 (I) (D) of the listing agreement with stock exchanges which is attached and forms a part ofour Report.

Investor Education and Protection Fund

In compliance with the provisions of section 205Aof the Companies Act, 1956, a sum of Rs 295,869/- being the dividend lying unclaimed outofthe eighth dividend declared by the Company for the year ended December 31, 2004 at the Annual General Meeting held on April 12, 2005 was transferred to the Investor Education and Protection Fund of the Central Government in April, 2012, after giving several notices and reminders to the concerned shareholders.

The dividend which remains unclaimed out of the ninth dividend declared by the Company for the year ended on December 31, 2005 at the Annual General Meeting held on April 20, 2006 will be transferred to the Investor Education and Protection Fund of the Central Government in May, 2013 pursuant to the provisions of section 205A of the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders. Individual notices have already been sent to the shareholders concerned on February 14, 2013.

Notices pursuant to Rule 4Aof the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 have been sent to all members concerned on January 31, 2013 reminding them to encash their unclaimed dividend.

Annual Audited Accounts

The annual financial statements are prepared in the form as prescribed in Schedule VI to the Companies Act, 1956. By Notification no S.O.447(E) dated February 28, 2011 issued by the Ministry of Corporate Affairs, Government of India, Schedule VI has been revised and this revision becomes applicable to the Company for the first time in preparation of the annual financial statements for the financial year ended December 31, 2012. The revised Schedule VI introduces some significant conceptual changes as well as new disclosures. These include classification of all assets and liabilities into current and non-current. The previous years figures have also undergone a major reclassification to comply with the new requirements of the revised Schedule VI. In preparation of these financial statements, disclosures, which are not applicable for both the current year and the previous year, have not been separately mentioned in these financial statements.

Auditors

M/s BSR& Co., Chartered Accountants, who were appointed Auditors of the Company at the Annual General Meeting held on April 26, 2012, hold office till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

Cost Auditors

In compliance with the provisions of Section 233B and Section 224(IB) and other applicable provisions of the Companies Act, 1956 and the Order No F.No.52/26/CAB-2010 dated November 6,2012 issued by the Ministry of Corporate Affairs, Government of India, Messrs N. K. Ghosh & Associates, Cost Accountants, of Flat no 4B, 10/1 Chakraberia Road (South), Kolkata 700 025 (Firm''s Registration no 102058) have been appointed Cost Auditors ofthe Company, subject to the approval of the Central Government, for the financial year ended December 31, 2013 and subsequent financial years.

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, 1975.

Information pursuant to section 217 of the Companies Act, 1956

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1)(e) and Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Rules made thereunder are given in the Annexure to this Report and form a part ofthe Directors Report.

Directors'' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 217(2AA) of the Companies Act, 1956 in the preparation of the annual accounts for the year ended on December 31, 2012 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis.

Corporate Social Responsibility

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

Social, environment and ethical matters are reviewed by the Board including the impact such matters may have on the Company''s management of risk.

Particular emphasis is focused on the following areas :

- Code of Conduct : requiring all employees to comply with the highest standards of legal and ethical behaviour.

- Health, Safety and Environment: protecting the health and safety of our employees, contractors, customers and the general public and reducing energy consumption and waste in our operations.

- Products and services : developing innovative products and services which promote sustainability in our customers'' production processes and products.

Scholarship Award scheme for meritorious children of employees and contractual staff benefited about 52 children. Children were also encouraged to express their artistic skills by participating in a Sit and Draw contest. Children of schools near our Kolkata and Visakhapatnam plants received prizes for participation in school sports and were overjoyed when drawing books and colour pencils were distributed among them on occasion of Independence Day.

The Company continues to support local initiatives to improve infrastructure and increase business opportunities as well as support in other corporate social responsibility initiatives.

Human Resources Management & Health, Safety and Environment

People are considered to be one of most valuable resources and the Company recognizes that working environment motivate employees to be productive and innovative. The continuous leadership and technical training courses give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values. Employees were encouraged to participate in sports activities. A cricket match had been organized with a major customer. Employees gleefully participated in other tournaments like table tennis and volleyball.

Health and safety of all employees and associates the Company works with remains of paramount importance. Much work has gone into making operations safer by implementation of standards for vehicle and machine safety, ergonomics initiatives, wearing protective equipments, regular safety audits etc. Also managing environment impact is a matter of priority and therefore continuous care for the environment, responsible disposal of wastes and development of local co-operatives are engaged into.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Kolkata Dr Saibal Kanti Gupta

February 26, 2013 CHAIRMAN

---

Dec 31, 2011

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on December 31, 2011.

The Year in Retrospect

Financial Results (Rs. '000)

Year ended Year ended 31.12.2011 31.12.2010

Sale of Goods (excluding Excise Duty) 5,123,542 4,203,211

Sale of Services 279,025 197,947

Other Income 46,538 53,255

Total Income 5,449,105 4,454,413

Profit before Depreciation, Interest & Tax (PBDIT) & Exceptional Item 979,569 866,414

Exceptional Item-income - 10,917

Depreciation 146,656 129,113

Interest 6,080 204

Profit before Tax 826,833 748,014

Provision for Income Tax 74,579 259,510

Profit after Tax 552,254 488,504

Balance as per last Balance Sheet brought forward 1,867,582 1,522,596

Available for appropriation 2,419,836 2,011,100

Appropriations made:

Proposed Dividend @Rs4.25per sharei.e.42.50% 86,258 81,184

Dividend Tax 13,680 13,484

Transfer to General Reserves 55,225 48,850

155,163 143,518

Profit & Loss Account Balance 2,264,673 1,867,582

2,419,836 2,011,100

Basic & Diluted Earnings Per Share Rs 27.21 Rs 24.07

Operating & Financial Performance,

Internal Control

Your Company has had another very steady performance in 2011 generating enough cash to pay for the increased activities and substantial expenditure on capacity expansion. "Debt Free" status has been maintained with enough cash balance to support further spending on new assets to sustain growth in coming years.

This year gross sales and services increased by over Rs 1 billion. Annual results show a revenue growth of around 23% driven by strong domestic growth at around 22% and export growth at over 30% over last year, in spite of the slowdown in domestic steel production. The strong growth in domestic revenue was achieved due to improvement in market share and penetration into new product and market segments.

The operating profit (PBDIT) at Rs 979 million for the year is higher by 13% over last year and profit after tax (PAT) at Rs 552 million is also higher by over 13%.

Increase in raw material prices and other input costs like energy, the sudden devaluation of Rupee vis-a- vis major currencies like USD,GBP and Euro during later part of the year and withdrawal of DEPB export benefits have placed a burden on the margins for the year.

The Company continued to invest in technological developments and capacity expansion.

The Computational Fluid Dynamics (CFD) Laboratory was set up in May 2011 and consequently a new Water Modelling unit will also be commissioned at the Kolkata plant by March 2012. Water modelling is mainly aimed at simulating flow conditions to that of liquid steel in actual continuous casting environment. Design of the shapes of our products specially sub- entry nozzles for Thin Slab Casters are critical in determining productivity and operational efficiency. The primary shape is determined using water modeling and CFD techniques since most of the operational factors are greatly influenced by flow patterns.

The Company always engages with customers to develop for them improved processes at lower costs. In one such endeavour, the Company designed, manufactured and installed reinforced precast dampers for a customer's non-recovery type coke ovens keeping in mind the service conditions of thermal shock resistance, no cracks and longer service life. The life of the new installed dampers have increased from 6 months to over 12 months, installation charges were much lower, this resulted in import substitution and also better process performance which resulted in huge savings for the customer.

In a similar way, new generation GTC2085 tundish slidegate system with integrated tube changer facility was introduced during commissioning of the caster of a customer. The new system has witnessed significant growth in tundish sequence lengths.

Customer has benefited not only from maximum sequence length but also from operational efficiencies like reduced alumina build up and oxidation of refractory, replacing nozzles without interrupting the casting process etc.

The new pressing complex at the Kolkata plant had been commissioned in July 2011 and installation of the kilns have been completed in January 2012 and are stabilizing to the desired levels. The other equipments will be installed and commissioned by March 2012 and we expect Kolkata plant expansion to be completed by April 2012.

At Visakhapatnam, near our existing factories, full payment for acquiring 15 acres of land on freehold basis from Andhra Pradesh Industrial Infrastructure Corporation Ltd has been made for setting up the fifth plant of the Company.

All four factories had been working at near full capacity during the year. In-plant rejection for all manufactured items have reduced due to improved processes. The new process to deal with customer complaints on products and services has been successful and has lead to speed and quality of problem resolution.

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. Internal Audit on pan India basis was conducted by M/s Deloitte Haskins & Sells, Chartered Accountants. In addition Cookson Group internal audit function carried out several audits during the year.

The Company has complied with the provision of the Code on Internal Control which require that the Directors review the effectiveness of internal controls including financial, operational and compliance control and risk management systems. Self certification exercises are also conducted by which senior management certify effectiveness of the internal control system for which they are responsible together with the Company's policies.

Dividend

The Board of Directors are pleased to recommend dividend of Rs 4.25 per share i.e. 42.50 % on Equity Shares of Rs 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs 100 million (previous year Rs 95 million). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within April 30, 2012 and dividend warrants will be despatched on or after May 7, 2012 to those who are members of the Company as on April 26, 2012. In respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

ISO Certification

The Company's factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 for Quality Management Systems Standards.

Segment wise 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 identified as domestic sales and exports.

Industry Structure & Developments, Opportunities & Threats, Outlook, Risks & Concerns

The year 2011 was a relatively difficult year for the Indian economy. GDP growth came down to below 7% level, inflation continued to remain high and bank interest rates were increased. These led to domestic steel industry suffering lower volumes, reduced margins and many of their new projects were either put off or delayed. Steel production in India has marginally increased over the previous year and steel prices have been under pressure. Most domestic steel makers were under margin pressure due to rise in input cost, availability and prices of raw materials, foreign exchange fluctuation and inflationary pressures.

Your Company trades in refractory based solutions and steel industry comprises the biggest group of its customers. Hence anything that affects the steel industry will have its one off effect on our business. India is set to emerge as the second largest producer and consumer of steel in the next few years and refractory being an essential requirement in steel industry will see increased demand. With this in mind, your Company is completing the expansion of its Kolkata plant to double its capacity to meet the increased demand of the steel industry and is also planning another plant at Visakhapatnam.

All business operations have risks and threats attached to them most of which may be outside the control of the Company. Apart from the concerns over raw material prices and availability, fluctuations in exchange rates, inflationary pressures, adverse political or regulatory developments, aggressive competition and chances of a reduction in customer output leading to lower demands are some perceived threats.

During the year a risk analysis and assessment was conducted in line with the Group requirements and no major risks were noticed.

Directors

Mr Sudipto Sarkar and Mr Biswadip Gupta retire by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment.

Mr Sudipto Sarkar, a renowned Barrister, aged about 63 years, is a Director of the Company since July 26, 2005. He holds B.Sc. (Maths-Hons) from Presidency College, Kolkata; BA (Law Tripos) from Jesus College, Cambridge, UK; LL.M, (International Law) from Jesus College, Cambridge, UK; M.A. (Law) from Jesus College, Cambridge, UK. He is also Barrister, Gray's Inn, London. He is presently practising as a Senior Advocate. He also has several publications to his credit on Evidence, Law of Civil Procedures and Specific Relief Act. He is the collaborating editor of Ramaiya's Guide to the Companies Act and contributor to several volumes of International Law Reports (Cambridge). He has also instituted the Sarkar Law lectures in Kolkata, where senior English Judges such as Lord Slynn of Hadley, Lord Nicholls of Birkenhead and Lord Justice Robin Auld have lectured.

He was formerly Chairman of the Board of Directors of Clarion Advertising Services Ltd, now known as Bates India Ltd and President of The Bengal Club, Calcutta 1998-99 and Director of Bombay Stock Exchange Limited. He is presently a Director of JSW Steels Ltd, Eveready Industries Ltd, EIH Associated Hotels Ltd, B & A Limited, B & A Packaging India Ltd, DESCON Limited, Island Hotel Maharaj Ltd and Mcnally Bharat Engineering Co Ltd. Mr Sarkar's nature of experience is in Law and Corporate Affairs. He does not hold any shares in the Company.

Mr Biswadip Gupta, aged about 61 years, is a BE(Metallurgy) and MBA and has about 39 years experience in the steel and refractory industry. He has received extensive training worldwide in the refractory making industry during his 20 years association with the Vesuvius Group, UK before being associated with Vesuvius India. Since 1979 he was the Consultant Director, Indian Operations of Vesuvius Corporation SA, Switzerland. Mr Gupta had joined the Company as a Director in 1991 and was the Managing Director from 1992 upto April 17, 2007 and thereafter continued as a non-executive Director. He had been instrumental in setting up of the Indian operations. Mr Gupta was the recipient of the Chief Executive's Award for outstanding performance in 1993 and again in 2003 from the Vesuvius Group during his tenure as Managing Director of the Company.

Mr Gupta was formerly President, Bengal Chamber of Commerce and Industry, Deputy Chairman of the Indian Refractory Makers Association and Chairman of CII (Eastern Region). He is presently Jt. Managing Director & CEO of JSW Bengal Steel Ltd and Director of Barbil Beneficiation Company Ltd, DESCON Ltd, Dishergarh Infrastructure Development Pvt Ltd, Gourangdih Coal Limited, JSW Energy (Bengal) Ltd, NICCO Engineering Services Ltd, Nicco Ventures Limited and Member Managing Committee of Bengal Club Ltd. Mr Gupta's nature of experience is in Steel and Refractory business, Corporate Affairs and Finance. He holds 78,749 shares of the Company.

At the Annual General Meeting held on April 17, 2007 Mr Tanmay Kumar Ganguly was appointed Managing Director of the Company for a period of five years commencing from April 18, 2007. His term ends on April 17, 2012. The Board of Directors at their meeting held on February 29, 2012 decided to reappoint

Mr Ganguly as a Managing Director of the Company for a further period of five years effective from April 18, 2012 to April 17, 2017, subject to the approval of the Members at the ensuing Annual General Meeting, on terms of appointment and remuneration as set out in a draft Agreement to be executed between the Company and Mr Ganguly. Mr Ganguly is 48 years of age, a Bachelor of Commerce graduate and a Chartered Accountant and has about 24 years experience in chemicals, refractory and FMCG industry. He started his career with Union Carbide India Ltd and has worked in ICI (India) Ltd, Hindustan Lever Limited, Pillsbury India as Chief Financial Officer, as Finance Director-Asia Pacific Region of General Mills (Pillsbury) then returned to India as President and CEO of General Mills India and immediately before joining our Company was working in Radhakrishna Foodland Pvt Ltd as Chief Operating Officer. He had previously worked in the Company as Controller. He is not a Director of any other company in India. He holds 67,471 shares of the Company.

The Group's Code of Conduct applicable to the Directors and employees of the Company has been adopted by the Board and all Directors and senior management of the Company have confirmed compliance with the Code of Conduct and the declaration in this regard made by the Managing Director is annexed to this Report. All Directors have confirmed compliance with provisions of section 274(1)(g) of the Companies Act, 1956.

Listing and ISIN No

The shares of the Company are listed on the Bombay and National Stock Exchange.

The Company's shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the Corporate Governance Report.

Group Activities

The Vesuvius Group, which holds about 56 % of the share capital of the Company, is a world leader in the design, engineering, manufacture and delivery of refractory products, systems and services for high- technology industrial applications. The Group continues to focus on safety, technology, investing into growing markets including in India. With the Group's support the Kolkata Plant expansion was undertaken and a new plant at Visakhapatnam has been envisaged. The Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

Corporate Governance

The Company has already put in place the SEBI guidelines pertaining to Corporate Governance. The eight member Board of Directors consist of four non- executive independent directors, three non-executive non-resident directors representing the parent company and the Managing Director. The non-resident Directors 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. The sitting fees paid to the directors are within the limits prescribed under the Companies Act, 1956.

The Audit Committee was constituted on October 24, 2000 and the Investor Grievance Committee on February 12, 2001. The details of the composition and attendance of the Board and Committees thereof and remuneration paid to the Directors as well as the shares held by the Directors have been given separately in the Corporate Governance Report.

The Corporate Governance Report giving the details as required under clause 49 of the listing agreement with the stock exchanges is given separately and forms part of the Directors Report to Shareholders. The Corporate Governance Certificate for the year ended on December 31,2011 issued by the Statutory Auditors is also attached.

Mr Tanmay Ganguly, Managing Director and Mr Sanioy Dutta, Chief Financial Officer have given their certificate under clause 49(V) of the listing agreement with stock exchanges for compliance with the Code of Conduct of the Company regarding the annual accounts for the year ended on December 31, 2011 which is attached and forms a part of our Report to Shareholders.

Investor Education and Protection Fund

In compliance with the provisions of section 205Aof the Companies Act, 1956, a sum of Rs. 135,066/- being the dividend lying unclaimed out of the 10th Anniversary Special Dividend declared by the Board of Directors on February 17, 2004 and a sum of Rs 351,303/- being the dividend lying unclaimed out of the seventh dividend declared by the Company for the year ended on December 31, 2003 at the Annual General Meeting held on April 20, 2004 was transferred to the Investor Education and Protection Fund of the Central Government in March, 2011 and May, 2011 respectively, after giving several notices and reminders to the concerned shareholders.

The dividend which remains unclaimed out of the eighth dividend declared by the Company for the year ended on December 31, 2004 at the Annual General Meeting held on April 12, 2005 will be transferred to the Investor Education and Protection Fund of the Central Government in May, 2012 pursuant to the provisions of section 205A of the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders. Individual notices have already been sent to the shareholders concerned on February 12, 2012.

Notices pursuant to Rule 4Aof the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 have been sent to all members concerned on January 30, 2012 reminding them to encash their unclaimed dividend.

Auditors

M/s BSR& Co., Chartered Accountants, who were appointed Auditors of the Company at the Annual General Meeting held on April 19, 2011, hold office till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

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, 1975.

Information pursuant to section 217 of the Companies Act, 1956

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1)(e) and Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Rules made there under are given in the Annexure to this Report and form a part of the Directors Report.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 217(2AA) of the Companies Act, 1956 in the preparation of the annual accounts for the year ended on December 31, 2011 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 that period;

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis.

Corporate Social Responsibility

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

Social, environment and ethical matters are reviewed by the Board including the impact such matters may have on the Company's management of risk.

Particular emphasis is focused on the following areas:

- Code of Conduct : requiring all employees to comply with the highest standards of legal and ethical behaviour.

- Health, Safety & Environment: protecting the health and safety of our employees, contractors, customers and the general public and reducing energy consumption and waste in our operations.

- Products and services: developing innovative products and services which promote sustainability in our customers' production processes and products.

The Company continues to support local initiatives to improve infrastructure and increase business opportunities as well as support in other corporate social responsibility initiatives.

Human Resources Management & Health, Safety and Environment

people are considered to be one of most valuable resources by the Company and recognizes that working environment motivate employees to be productive and innovative. The continuous leadership and technical training courses give employees the opportunity to improve their skills, maximize personal potential and develop careers within the Company and the Group while adhering to Vesuvius values.

Health and safety of all employees and associates the Company works with remains of paramount importance. Much work has gone into making operations safer by implementation of standards for vehicle and machine safety, ergonomics initiatives, wearing protective equipments, regular safety audits etc. Also managing environment impact is a matter of priority and therefore continuous care for the environment, responsible disposal of wastes and development of local co-operatives are engaged into.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Kolkata Dr Saibal Kanti Gupta

February 29, 2012 CHAIRMAN

---

Dec 31, 2010

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on December 31, 2010.

The Year in Retrospect

Financial Results (Rs. 000)

Year ended Year ended

31.12.2010 31.12.2009

Sale of Goods (excluding Excise Duty) 4,203,211 3,422,796

Sale of Services 197,947 192,146

Other Income 53,255 28,042

Total Income 4,454,413 3,642,984

Profit before Depreciation, Interest & Tax (PBDIT) & Exceptional Item 866,414 686,470

Exceptional Item-income 10,917 -

Depreciation 129,113 126,697

Interest 204 226

Profit before Tax 748,014 559,547

Provision for Income Tax 259,510 185,765

Profit after Tax 488,504 373,782

Balance as per last Balance Sheet brought forward 1,522,596 1,275,237

Available for appropriation 2,011,100 1,649,019

Appropriations made:

Proposed Dividend @ Rs 41- per share i.e 40% 81,184 76,110

Dividend Tax 13,484 12,935

Transfer to General Reserves 48,850 37,378

143,518 126,423

Profit & Loss Account Balance 1,867,582 1,522,596

2,011,100 1,649,019

Basic & Diluted Earnings Per Share Rs. 24.07 Rs. 18.42

Operating & Financial Performance, Internal Control

Your Company has had another very steady performance in 2010 generating enough cash to pay for the increased activities and capacity expansion. While the "Debt Free" status has been maintained, our cash balance has improved to Rs 561 million by the end of the year.

This years annual results has shown a revenue growth of over 22% driven by a strong domestic growth at around 18% and export growth at over 54% over last year, compared to the modest growth of about 8% in domestic steel output. The strong growth in domestic revenue was achieved due to improvement in market share and penetration into new product and market segments.

" Our new strategy for growth gives our Group a clear perspective for its future. It is based on organic growth, depending on our own abilities to deliver and we have many great projects ahead. Mid size acquisitions can also be considered where attractive targets are offered for sale. We will need to deploy all our efforts to achieve this plan but I am confident we can succeed provided we maintain our successful business model and act in accordance with our shared values."

Francois Wanecq

President & CEO, Vesuvius Group

The operating profit (PBDIT) at Rs. 866 million for the year is higher by 26% over last year and profit after tax (PAT) at Rs. 488 million is higher by over 30%.

With the withdrawal of the post-retirement medical benefit scheme for employees under directions of IRDA, the provision created earlier in compliance with Accounting Standard 15 was written back and has been treated as an Exceptional Item income.

The Company has received grants totaling Rs. 1.8 million from the Andhra Pradesh Government for setting up of the Companys second plant at Visakhapatnam. This grant has been treated as Capital Reserve.

All four factories had been working at near full capacity during the year. In-plant rejection for all manufactured items have reduced due to improved processes. The Company has also instituted a new process to deal with customer complaints on products and services. The emphasis is on speed and quality of problem resolution while making sure that the learnings from such incidents are incorporated in the process improvement immediately. The Kolkata plant expansion for doubling capacity is expected to be completed by May, 2011.

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. Internal Audit on pan India basis was conducted by M/s Deloitte Haskins & Sells, Chartered Accountants. In addition Cookson Group internal audit function carried out several audits during the year.

The Company has complied with the provision of the Code on Internal Control which require that the Directors review the effectiveness of internal controls including financial, operational and compliance control and risk management systems. Self certification exercises are also conducted by which senior management certify effectiveness of the internal control system for which they are responsible together with the Companys policies.

Dividend

The Board of Directors are pleased to recommend dividend of Rs. 41- per share i.e. 40 % on Equity Shares of Rs. 10/- each. The dividend together with dividend tax will entail a cash outflow of Rs. 95 million (previous year Rs. 89 million). If this is approved at the forthcoming Annual General Meeting, dividend will be deposited with the bank within April 23, 2011 and dividend warrants will be despatched on or after April 28, 2011 to those who are members of the Company as on April 19, 2011. In respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

ISO Certification

The Companys factories at Kolkata, Mehsana and Visakhapatnam and two of its sites at Surat in Gujarat and Dolvi in Maharashtra have been certified ISO 9001:2008 for Quality Management Systems Standards.

Directors

Mr Shekhar Datta and Dr Claude Dumazeau retire by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offer themselves for reappointment.

Mr Shekhar Datta is a Mechanical Engineer (London) and Fellow of All India Management Association. He is presently a Director of Triveni Engineering & Industries Ltd and Wockhardt Ltd. He was the Chairman of Bombay Stock Exchange Ltd., and the past President of Confederation of Indian Industry (CM), Bombay Chamber of Commerce & Industry and Indo-ltalian Chamber of

Commerce & Industry. He was the Managing Director & President of Greaves Limited (formerly, Greaves Cotton & Co. Limited) and was Chairman of Morganite Crucibles Ltd. (formerly, Greaves Morganite Crucibles Ltd.), Mumbai. Mr Datta is well conversant with the engineering industry as well as the refractory and crucibles industry. He is a Director of the Company since January 31, 2003. He does not hold any shares in the Company. He is a member of the the Audit Committee and member of the Share Transfer and Investor Grievance Committee.

Dr Claude Dumazeau who holds a Ph.D. in Material Science from France, is the Vice President-Research & Development of the parent company with over 30 years experience in Vesuvius Group in areas of marketing, sourcing, patents and Research & Development. He is presently the head of Research & Development for Vesuvius Group worldwide and is based at Brussels, Belgium. He is also a Director of Vesuvius Group SA, Vesuvius France SA, Vesuvius Belgium N.V, Cookson France and Side Dams S.p.A. He is a Director of the Company since December 8, 1994. He does not hold any shares in the Company. He is not a Director of any other company in India nor is a member of any Committee in India.

The Groups Code of Conduct applicable to the Directors and employees of the Company has been adopted by the Board and all Directors and senior management of the Company have confirmed compliance with the Code of Conduct and the declaration in this regard made by the Managing Director is annexed to this Report. All Directors have confirmed compliance with provisions of section 274(1)(g) of the Companies Act, 1956.

Listing and ISIN No

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 INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the Corporate Governance Report.

Group Activities

The Vesuvius Group, which holds about 56 % of the share capital of the Company, is a world leader in

the design, engineering, manufacture and delivery of refractory products, systems and services for high- technology industrial applications. The Group has recently completed the process of defining its Group Strategy which is also being implemented in India. The business model is to create value for customers by improving their performance in safety, quality, productivity and the environment. The Group continues to focus on safety, technology, investing into growing markets, substantially reducing customers C02 emissions and people development through knowledge transmission. The Group has a sincere commitment to and has been extremely supportive of their Indian operations and continues to provide constant support in terms of technology, systems, manufacturing etc.

Corporate Governance

The Company has already put in place the SEBI guidelines pertaining to Corporate Governance. The Board of Directors consist of 3 non-executive independent directors, 1 non-executive "not- independent" director, 3 non-executive non-resident directors representing the parent company and the Managing Director. Since Mr Biswadip Gupta was an executive of the Company in the immediately preceding three financial years, i.e. he was Managing Director upto April 17, 2007, he is treated as a "not independent" director. The non-resident Directors have waived their commission on profits for the year and have agreed not to receive sitting fees for attending the Board meetings from June, 2010. The Managing Director does not receive sitting fees for attending the meetings of the Board or any Committee thereof. The sitting fees paid to the directors are within the limits prescribed under the Companies Act, 1956. The Audit Committee was constituted on October 24, 2000 and the Investor Grievance Committee on February 12, 2001. The details of the composition and attendance of the Board and Committees thereof and remuneration paid to the Directors have been given separately in the Corporate Governance Report.

The Corporate Governance Certificate for the year ended December 31, 2010 issued by the Statutory Auditors and the Corporate Governance Report giving the details as required under clause 49 of the listing agreement with the stock exchanges is given separately and forms part of our Report to Shareholders.

Mr Tanmay Ganguly, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer have given their certificate under clause 49(V) of the listing agreement with stock exchanges for compliance with the Code of Conduct of the Company regarding the annual accounts for the year ended on December 31,2010.

Investor Education and Protection Fund

In compliance with the provisions of section 205Aof the Companies Act, 1956, a sum of Rs. 152,886/- being the dividend lying unclaimed out of the sixth dividend declared by the Company for the year ended on December 31, 2002 at the Annual General Meeting held on April 3, 2003 was transferred to the Investor Education and Protection Fund of the Central Government in May, 2010 after giving several notices and reminders to the concerned shareholders.

The dividend which remains unclaimed out of the 10th Anniversary Special Dividend declared by the Board of Directors on February 17, 2004 and the

seventh dividend declared by the Company for the year ended December 31, 2003 at the Annual General Meeting held on April 20, 2004 will be transferred to the Investor Education and Protection Fund of the Central Government in March, 2011 and May, 2011 respectively pursuant to the provisions of section 205A of the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders. Individual notices have already been sent to the shareholders concerned on February 12, 2011.

Notices pursuant to Rule 4A of the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 have been sent to all members concerned on January 28, 2011 reminding them to encash their unclaimed dividend.

Auditors

M/s B S R & Co., Chartered Accountants, who were appointed Auditors of the Company at the Annual General Meeting held on June 3, 2010, hold office till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

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, 1975.

Information pursuant to section 217 of the Companies Act, 1956

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1)(e) and Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Rules made thereunder are given in the Annexure to this Report.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 217(2AA) of the Companies Act, 1956 in the preparation of the annual accounts

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 that period;

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis.

Corporate Social Responsibility

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

The Company continues to support local initiatives to improve infrastructure and increase business opportunities as well as support in other corporate social responsibility initiatives.

Human Resources Management & Health, Safety and Environment

People are considered to be one of the most valuable resources by the Company. Expanding in technology, investing in capacity and developing presence at project sites will require people who will have to be trained in the specific expertise that makes Vesuvius different. The continuous leadership and technical training courses give employees the opportunity to improve their skills leading to consistent improvements in systems and practices while adhering to Vesuvius values.

Health and safety of all employees and our associates we work with remains our paramount importance. Much work has gone into making our operations

safer by implementation of standards for vehicle and machine safety, ergonomics initiatives, wearing protective equipments, regular safety audits etc. Also managing environment impact is a matter of priority and therefore we continuously care for the environment, responsibly dispose wastes and continue development of local co- operatives.

Risk assessment at all our manufacturing facilities, major steel customer sites and linings project sites continue to receive special focus.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Dr Saibal Kanti Gupta

CHAIRMAN

Kolkata

February 25, 2011

---

Dec 31, 2009

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on December 31, 2009.

The Year in Retrospect

Financial Results (Rs. 000)

Year ended Year ended 31.12.2009 31.12.2008

Sale of Goods (excluding Excise Duty) 3,422,796 3,369,032

Sale of Services 192,146 156,476

Other Income 28,042 32,588

Total Income 3,642,984 3,558,096

Profit before Depreciation, Interest & Tax (PBDIT) 686,470 585,264

Depreciation 126,697 86,643

Interest 226 15,750

Profit before Tax 559,547 482,871

Exceptional Item - 5,901

Provision for Income Tax 185,765 170,546

Profit after Tax 373,782 306,424

Balance as per last Balance Sheet brought forward 1,275,237 1,046,946

Available for appropriation 1,649,019 1,353,370

Appropriations made:

Proposed Dividend @ Rs 3.75 per share i.e 37.50% 76,110 40,592

Dividend Tax 12,935 6,899

Transfer to General Reserves 37,378 30,642

126,423 78,133

Profit & Loss Account Balance 1,522,596 1,275,237

1,649,019 1,353,370

Dividend

The Company has regained its strength despite the impediments caused by the adverse economic environment at the beginning of the year and appreciates the support given during these times by the shareholders and other stakeholders. The Board of Directors are therefore pleased to recommend dividend of Rs. 3.75/- per share i.e. 37.50 %. If this is approved at the forthcoming Annual General Meeting, the dividend will be deposited with the bank within May 3, 2010 and dividend warrants will be despatched on or after May 7, 2010 to those who are members of the Company as on April 27, 2010. In respect of shares held electronically, dividend will be paid on the basis of beneficial ownership as per details furnished by the depositories.

Directors

Dr S K Gupta and Mr Yves M.C.M.G. Nokerman retire by rotation in accordance with the Articles of Association of the Company at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-appointment.

Dr S K Gupta, Chairman of the Company, is a metallurgical engineer with Ph.D. and D.Sc. in ferrous process metallurgy and has about 50 years experience. He has been Professor of IIT Bombay, Founder Director of SAILs R&D Centre, Chief Executive of MECON and SAILs Rourkela Steel Plant and the Executive Vice Chairman of Jindal Vijayanagar Steel Ltd (now known as JSW Steel Ltd). He is presently Chairman of Bhuwalka Steel Industries Ltd and BMM Ispat Ltd and a Director of JSW Steel Ltd, Jindal Saw Ltd, Jindal South West Holdings Limited, IVRCL Infrastructures & Projects Ltd, Sobha Developers Ltd. and Surana Industries Ltd. For his outstanding contributions to metallurgical enterprises in general and steel fraternity in particular, Government of India has conferred upon him the title "National Metallurgist". He is a Director of the Company since October 1999. Dr Gupta is well conversant with the iron and steel industry. He does not hold any shares in the Company. Dr Gupta is also the Chairman of the Audit Committee and member of the Share Transfer and Investor Grievance Committee.

Mr Yves M.C.M.G. Nokerman is the Vice President Finance & IT i.e. Chief Financial Officer (CFO) of Vesuvius Group and is based in Brussels, Belgium. He joined the Board of Directors on July 29, 2008 in the casual vacancy caused by the resignation of Dr Luigi Gramizzi. He is a Director on 32 companies abroad belonging to the Group. He is well conversant with the refractory industry having over 25 years of experience. He does not hold any shares in the Company. Mr Nokerman is a member of the Audit Committee.

The Groups Code of Conduct applicable to the Directors and employees of the Company has been adopted by the Board and all Directors and senior management of the Company have confirmed compliance with the Code of Conduct and the declaration in this regard made by the Managing Director is annexed to this Report. All Directors have confirmed compliance with provisions of section 274(1 )(g) of the Companies Act, 1956.

Listing and (SIN No.

The Calcutta Stock Exchange Ltd has vide their letter no CSE/LD/580/2009 dated December 7, 2009 confirmed that the voluntary delisting of the shares of the Company has been granted by the Committee of the Exchange at their meeting held on November 14, 2009 and hence the Company is now delisted from the official list of the Calcutta Stock Exchange. However, considering the interest of the general investor, the equity shares of the Company will be traded under the "permitted Category" of the Calcutta Stock Exchange.

The shares of the Company remain listed on the Bombay and National Stock Exchange.

The Companys shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 386A01015. The details of shareholding pattern, distribution of shareholding and share prices are mentioned separately in the Corporate Governance Report.

Group Activities

The Vesuvius Group, which holds about 56 % of the share capital of the Company, is a world leader in the design, engineering, manufacture and delivery of refractory products, systems and services for high-technology industrial applications. The Group continues to provide constant support in terms of technology, systems, management support, manufacturing and other areas of operations. The Group has a sincere commitment to their Indian operations and to its future growth strategies and has been extremely supportive of their Indian operations as they view future quantum business growth from India.

Corporate Governance

The Company has already put in place the SEBI guidelines pertaining to Corporate Governance. The Board of Directors consist of 3 non-executive independent directors, 1 non-executive "not- independent" director, 3 non-executive non-resident directors representing the parent company and the Managing Director. Since Mr Biswadip Gupta was an executive of the Company during the immediately preceding three financial years, i.e. he was Managing Director upto April 17, 2007, he is treated as a "not independent" director. The non-resident Directors have waived their commission on profits for the year. The Managing Director does not receive sitting fees for attending the meetings of the Board or any Committee thereof. The sitting fees paid to the directors are within the limits prescribed under the Companies Act, 1956. The Audit Committee was constituted on October 24, 2000 and the Investor Grievance Committee on February 12, 2001. The details of the composition and attendance of the Board and Committees thereof and remuneration paid to the Directors have been given separately in the Corporate Governance Report.

The Corporate Governance Certificate for the year ended December 31, 2009 issued by the Statutory Auditors and the Corporate Governance Report giving the details as required under clause 49 of the listing agreement with the stock exchanges is given separately and forms part of our Report to Shareholders.

Mr Tanmay Ganguly, Managing Director and Mr Sanjoy Dutta, Chief Financial Officer have given their certificate under clause 49(V) of the listing agreement with stock exchanges for compliance with the Code of Conduct of the Company regarding the annual accounts for the year ended December 31, 2009.

Investor Education and Protection Fund

In compliance with the provisions of section 205A of the Companies Act, 1956, a sum of Rs 169,296/- being the dividend lying unclaimed out of the fifth dividend declared by the Company for the year ended December 31, 2001 was transferred to the Investor Education and Protection Fund of the Central Government in April 2009 after giving several notices and reminders to the concerned shareholders.

The dividend which remains unclaimed out of the sixth dividend declared by the Company for the year ended December 31, 2002 at the Annual General Meeting held on April 3, 2003 will be transferred to the Investor Education and Protection Fund of the Central Government in May 2010 pursuant to the provisions of section 205A of the Companies Act, 1956. Thereafter no claim shall lie on these dividend from the shareholders. Individual notices have already been sent to the shareholders concerned on February 12,2010.

Notices pursuant to Rule 4Aof the Companies Unpaid Dividend (Transfer to General Revenue Account of the Central Government) Rules, 1978 have been sent to all members concerned on January 29, 2010 reminding them to encash their unclaimed dividend.

Auditors

M/s BSR & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment.

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, 1975.

Information pursuant to section 217 of the Companies Act, 1956

The prescribed particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required under section 217(1 )(e) and Particulars of Employees required under section 217(2A) of the Companies Act, 1956 read with the Rules made thereunder are given in the Annexure to this Report.

Directors Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 217(2AA) of the Companies Act, 1956 in the preparation of the annual accounts for the year ended December 31, 2009 and state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 that period;

iii. 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;

iv. the Directors have prepared the annual accounts on a going concern basis.

Corporate Social Responsibility

The Company recognizes that its operations impact a wide community of stakeholders, including investors, employees, customers, business associates and local communities and that appropriate attention to the fulfillment of its corporate responsibilities can enhance overall performance. In structuring its approach to the various aspects of Corporate Social Responsibility, the Company takes account of guidelines and statements issued by stakeholder representatives and other regulatory bodies.

The Company continues to support local initiatives to improve infrastructure and increase business opportunities as well as support in other corporate social responsibility initiatives.

Human Resources Management & Health, Safety and Environment

Health and safety of all employees and our associates we work with remains of paramount importance. Cookson Group HS&E targets have been laid down which require huge reduction in recordable injuries and illnesses and reduction in normalised energy use. Over the past few years much work has gone into making our operations safer and managing our environment impacts. These are matters of priority and therefore caring for the environment, responsible disposal of wastes and development of local co-operatives are some of the ongoing initiatives.

Significant actions during the year include risk assessment at all manufacturing facilities, major steel customer sites and all linings project sites. Special focus has been on implementation of Vesuvius worldwide standards of Lock-Tag-Try (LTT) safe maintenance procedures, upgradation of the permit- to-work system, forklift safety and safety pathways at all plants and application sites.

Appreciation

Your Directors record their sincere appreciation of the dedication and commitment of all employees in achieving and sustaining 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

Dr. Saibal Kanti Gupta

CHAIRMAN

Kolkata

February 23, 2010