| EXPLANATORY STATEMENT PURSUANT TO SECTION 173 OF THE COMPANIES ACT, 1956 |
| Item no. 9 |
| Shri K C Jain, Senior President, Cement, was appointed a Whole-time Director for a period of three years effective 15th April, 2011. This appointment stood determined upon mutual consent effective close of business on 31st March, 2012. During this period, Shri Jain was also Managing Director of Mangalam Cement Limited ("Mangalam"). He has, however, ceased to be Managing Director of Mangalam effective close of business on 31st March, 2012. |
| Effective 1st April, 2012, Shri Jain has been re-appointed a Whole-time Director of the Company for a period of three years on remuneration and other terms indicated in Resolution No.9 of the accompanying Notice. These have the approval of the Board including its Remuneration Committee. |
| The Board is of the opinion that considering his background, qualifications and the wealth of expertise that Shri Jain brings to the Company, the remuneration offered to him is reasonable and in line with present corporate practice. |
| As per the General Circular No.46/2011 bearing File No.14/03/2011/CL VII dated 14th July, 2011 issued by the Central Government, no approval of the Central Government is required by a company to pay its managerial person a remuneration in excess of Rs. 4 lakhs per month in the event of absence or inadequacy of profits in a financial year. However, this relaxation is subject to the person possessing a professional background, no interest in the capital of the company and not related to any of the company's directors. While Shri Jain is a professional and is not related to any Director, he holds 2695 Ordinary Shares in the Company. On this ground, therefore, the payment of remuneration to Shri Jain will be subject to the approval of the Central Government should the Company have insufficiency of profits during his tenure as a Whole-time Director. |
| The Effective Capital of the Company is not negative. |
| Excepting Shri Jain, no other Director has any interest or concern in the Resolution. |
| The Notice should also be treated as the requisite disclosure under Section 302 of the Companies Act, 1956. |
| Registered Office : 9/1, R. N. Mukherjee Road, Kolkata - 700 001 28th April, 2012 |
By Order of the Board |
| Gautam Ganguli Company Secretary |
