| EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956. |
| ITEM NOS. 7 AND 8 |
| Shri Tandon is a Chartered Accountant and has vast experience in accounts, finance and taxation besides wide experience of over 26 years within the Industry. Considering the qualification and experience of Shri Tandon, the Board at its meeting subsequently held on 28th April, 2010 appointed Shri Tandon as a Whole-time Director of the Company at the remuneration as set out in resolution No. 7, subject to the approval of the shareholders for a period of five years with effect from 1st April, 2010. The resolution also proposes to authorize the Board and/or any Committee thereof and/or the Chairman of the Board to make annual increments in the Basic Salary and Special Allowance of Shri Tandon subject to limits as specified in the said resolution. |
| Your Directors are of the view that the remuneration as proposed to be paid to Shri Tandon is in line with the corporate trend prevailing at present and it is desirable that the appointment of Shri Tandon and the payment of the remuneration to him is approved by the shareholders. |
| None of the Directors or the Manager of the Company, except Shri Tandon is concerned or interested in the two resolutions aforesaid. Your directors recommend passing of the aforesaid resolution no.7 as an Ordinary Resolution and resolution no.8 as a Special Resolution. |
| This may also be treated as disclosure under Section 302 of the Companies Act, 1956 |
| ITEM NO. 9 |
| The approval of Shareholders taken earlier for payment of Commission on net profits to Directors other than in whole-time employment has expired on 31.03.2010. The Board is recommending for approval of continuance of payment of the commission to the Directors other than the Directors in whole-time employment and Managing / Whole-time Directors for further period of five years from 01.04.2010, to be calculated at a rate of 1% of the net profits of the Company in accordance with the relevant provisions of the Companies Act, 1956, subject to a maximum limit of Rs.50 lac (Rupees fifty lac) per annum and further subject to such amount as may be decided by the Board each year in such manner as they may from time to time deem fit & proper, therefore, it requires the approval of Shareholders. |
| The Board of Directors recommends the passing of the resolution mentioned under item no. 9 as a Special Resolution. |
| All the Directors, except Shri Deepak Tandon and the Manager of the Company, are interested in the aforesaid resolution being recipients of the commission. |
| By Order of the Board |
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| Registered Office: 9/1, R. N. Mukherjee Road, Kolkata -700 001 Dated, the 28th day of April, 2010 |
S. K. Patodia Secretary |
