VISHWARAJSUGAR INDUSTRIES LIMITED Regd. Office: Bellad-Bagewadi, Taluka-Hukkeri, District-Belgaum-591305, Karnataka Phone:0833-251251, email:[email protected] CIN: U85110KA1995PLC017730 Website:www.vsil.co.in NOTICE NOTICE is hereby given that the 25th Annual General Meeting of the members of Vishwaraj Sugar Industries Limited will be held on Friday, 21st August, 2020 at 3.00 P.M. at the Registered Office of the Company situated at Bellad-Bagewadi, Taluka-Hukkeri, District-Belgaum-591305, Karnataka to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements as at 31st March 2020 and the report of the Board of Directors and Auditors thereon. 2. To appoint a Director in the place of Mr. Umesh Vishwanath Katti (DIN:01461050) who retires by rotation and being eligible, offers himself for re-appointment 3. To appoint a Director in the place of Mr. Kush Ramesh Katti (DIN:02777189) who retires by rotation and being eligible, offers himself for re-appointment SPECIAL BUSINESS: 4. To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: - “RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and the Rules framed thereunder, and as amended from time to time, and such other permissions as may be necessary, the remuneration Rs.1,50,000/- (Rupees One Lakh and Fifty Thousand Only) plus applicable Taxes and reimbursement of out of pocket expenses at actuals to M/s. S. K. Tikare & Co, Cost Accountant who were appointed by the Board of Directors of the Company, upon the recommendation of Audit Committee, as “Cost Auditors” to conduct the audit of the cost records maintained by the Company for Financial Year ending 31stMarch, 2021, be and is hereby ratified and approved.” RESOLVED FURTHER THAT Mr. Nikhil Katti, Managing Director of the Company be and is hereby authorised to take such steps as may be necessary, desirable or expedient to give effect to this resolution.” 5. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions, ifany, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (as amended from time to time) read with Schedule IV of the Actand Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and based on the recommendation of Nomination and Remuneration Committee, Mr. Vishnukumar Mahadeo Kulkarni (DIN: 1 01756948), who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and who is eligible for appointment and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for a term of five consecutive years with effect from 17th July, 2020 up to 16th July 2025 and that his period of office shall not be liable to retire by rotation. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers to any committee of directors with power to further delegate to any other officer(s) / authorized representative(s) of the Company to do all acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution.” 6. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: To make investments, give loans, guarantees and provide securities beyond the prescribed limits “RESOLVED THAT pursuant to Section 186 and all other applicable provisions of the Companies Act, 2013, if any, and the rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the provisions of the Memorandum and Articles of Association of the Company and other necessary approvals, if any, and to the extent required, the consent of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board”, which term shall include any of its duly authorised committees or one or more Directors) to (i) give any loans to any person or other body corporate, or (ii) give any guarantees or to provide security in connection with a loan to any other body corporate or person, or (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding sixty percent of Company’s paid up capital and its free reserves and securities premium account or one hundred percent of its free reserves and securities premium account, provided that the total loans or investments made, guarantees given, and securities provided shall not exceed an aggregate amount of Rs. 1500 Crores (Rupees One Thousand Five Hundred Crores). RESOLVED FURTHER THAT the Board be and is hereby authorised to take all such actions and to give all such directions as may be necessary or desirable and also to settle any question or difficulty that may arise in regard to the proposed investments or loans or guarantees or securities and to do all such acts, deeds, matters and things and to execute all such deeds, documents and writings as may be necessary, desirable or expedient in connection therewith.” By Order of the Board of Director For Vishwaraj Sugar Industries Limited Sd/- Umesh Vishwanath Katti Chairman DIN: 01461050 341, Town/vill: Bellad Bagewadi Place: Bellad Bagewadi Taluk: Hukkeri Belgaum 591305 Date: 17.07.2020 Karnataka, India 2 NOTES: 1. The statement pursuant to Section 102 (1) of the Companies Act, 2013 and extant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 with respect to the special business set out inthe notice is annexed hereto. 2. A member entitled to attend and vote at the Annual General Meeting (“AGM”) is entitled to appoint a proxy to attend and vote on a Poll instead of himself/herself and the proxy need not be a member of the Company. 3. Proxies, if any, in order to be effective, must be received at the Company’s Registered Office not later than 48 (Forty-Eight) hours before the time fixed for holding the meeting. During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged at any time during the business hours of the Company, provided not less than three days of advance notice in writing is given to the Company. 4. A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder. 5. In compliance with Section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management and Administration) Rules, 2014, substituted by Companies (Management and Administration) Amendment, Rules, 2015, and Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the facility of remote e-voting to all members. The complete instructions on e-voting facility provided by the Company are annexed to this Notice, explaining the process of e-voting with necessary user id and password along with procedure for such e-voting. Such remote e-voting facility isin addition to the voting that may take place at the Meeting on 21st August 2020 6. Corporate Members intending to send their authorised representative to attend the meeting are requestedto send to the Company a duly certified true copy of the Board Resolutions/authority, authorizing theirrepresentative(s) to attend and vote on their behalf at the Meeting. 7. Any member proposing to seek any clarification on the accounts is requested to send the queries to the Company at its registered office at least seven days prior to the date of Annual General Meeting to enable the management to compile the relevant information to reply the same in the meeting. 8. The Register of Directors’ and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013 and Register of contracts and arrangements in which Directors are interested maintained under section 189 of the Act will be available for inspection by the members at the Annual General Meeting. 9. Members are requested to bring their copies of Annual Report to the Meeting. In order to enable us to register your attendance at the venue of the Annual General Meeting, members are requested to please bring theirfolio number/ demat account number/DP ID-Client ID to enable us to provide a duly filled attendance slip foryour signature and participation at the meeting. 10. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 11. Relevant documents referred to in the accompanying Notice, are open for inspection by the members at the Registered Office of the Company on all working days during business hours up to the date of the Meeting.