| EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956. |
| Item no. 9 |
| On resignation of Shri Deepak Tandon, Shri K. C. Jain, Manager of the Company, was appointed as Whole-time Director for a period of 3 years effective 15.04.2011 vide Circular resolution. The Board, on recommendation of Remuneration Committee, in its meeting held on 28.04.2011, passed unanimously a resolution deciding the terms and conditions for his appointment as mentioned in the resolution under serial no. 9 of the Notice. The resolution also proposes to authorise 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 Jain subject to limits specified therein. |
| Further, it was decided by the Board, vide its resolution by circulation dated 15.04.2011, that Shri Jain shall continue to carry out the function of Senior President of Cement Sections (both Vasavadatta & Kesoram Cements). |
| A notice in writing with requisite fees from a member under Section 257 of the Act has been received by the Company intimating his intention to propose his candidature for appointment as Director of the Company. |
| Since Shri Jain also being Managing Director at Mangalam Cement Ltd (a profit making Company), the remuneration paid/ payable to him by the Company shall be in addition to the remuneration receivable from the said Company |
| The Company had the consistent profit earning record and had a PAT of Rs 237.34 crores for the financial year ended 31.03.2010 but has a loss in the current financial year ended 31.03.2011. As a result of the loss in the current financial year and Shri Jain being of the age above 70 years, the restrictions of Schedule XIII become applicable. |
| Shri Jain is a Chartered Accountant and has a vast experience in accounts, finance besides wide experience of Cement Industry over 40 years. The resolution proposes to authorise the Company to appoint Shri Jain and get necessary approval from the Central Government for payment of remuneration to him as set out in Resolution No.9 as a minimum remuneration even in the event of loss or inadequate profit during his tenure. |
| Your Directors are of the view that considering the qualification and experience of Shri Jain, the remuneration paid to him is in line with the corporate trend prevailing at present and it is desirable that the proposed payment of the remuneration to him is approved by the shareholders to enable the Company to obtain necessary approval from Central Government in this regard. |
| Your Directors recommend passing of the aforesaid resolution as a Special Resolution. |
| None of the Directors of the Company except Shri Jain is concerned or interested in the aforesaid resolution. |
| 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, 2011 |
S. K. Patodia Secretary |
