EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2)OF THE COMPANIES ACT, 1956Item No. 4Maj. Gen, (Retd.) (Dr.) OP Soni was appointed as an Additional Director designated as Director(Commercial) on <strong>the</strong> Board of KIOCL effective from 1st February 20<strong>11.</strong> In terms of Section 260 of<strong>the</strong> Companies Act, 1956 he holds office upto <strong>the</strong> 35th <strong>Annual</strong> General Meeting of <strong>the</strong> Company.The Company has received a notice in writing from a member pursuant to <strong>the</strong> provisions ofSection 257 of <strong>the</strong> Companies Act, 1956, signifying intension to propose Maj. Gen, (Retd.) (Dr.)OP Soni as candidate <strong>for</strong> <strong>the</strong> office of Director. Maj. Gen, (Retd.) (Dr.) OP Soni, if appointed, willnot be liable to retire by rotation in pursuance to Article 94 of <strong>the</strong> Articles of Association of <strong>the</strong>Company. A brief profile of Maj. Gen, (Retd.) (Dr.) OP Soni is annexed hereto in accordance toclause 49 of <strong>the</strong> Listing Agreement of <strong>the</strong> Stock Exchanges.None of <strong>the</strong> Directors, except Maj. Gen, (Retd.) (Dr.) OP Soni is interested or concerned in <strong>the</strong>resolution.The Board of Directors considers that in view of <strong>the</strong> background and experience of Maj. Gen,(Retd.) (Dr.) OP Soni, it would be in <strong>the</strong> interest of <strong>the</strong> Company to appoint him as a Directorof <strong>the</strong> Company. The Board recommends <strong>the</strong> resolution <strong>for</strong> your approval.Item No. 5Shri Upendra Prasad Singh, Joint Secretary, Ministry of Steel was appointed as an AdditionalDirector designated as Government Director on <strong>the</strong> Board of KIOCL effective from 9th May2011 vice Shri George Elias. In terms of Section 260 of <strong>the</strong> Companies Act, 1956 he holds officeupto <strong>the</strong> 35th <strong>Annual</strong> General Meeting of <strong>the</strong> Company. The Company has received a notice inwriting from a member pursuant to <strong>the</strong> provisions of Section 257 of <strong>the</strong> Companies Act, 1956,signifying intension to propose Shri Upendra Prasad Singh as candidate <strong>for</strong> <strong>the</strong> office of Director.Shri Upendra Prasad Singh, if appointed, will not be liable to retire by rotation in pursuance toArticle 94 of <strong>the</strong> Articles of Association of <strong>the</strong> Company. A brief profile of Shri Upendra PrasadSingh is annexed hereto in accordance to clause 49 of <strong>the</strong> Listing Agreement of <strong>the</strong> Stock Exchanges.None of <strong>the</strong> Directors, except Shri Upendra Prasad Singh is interested or concerned in <strong>the</strong>resolution.The Board of Directors considers that in view of <strong>the</strong> background and experience of Shri UpendraPrasad Singh, it would be in <strong>the</strong> interest of <strong>the</strong> Company to appoint him as a Director of <strong>the</strong>Company. The Board recommends <strong>the</strong> resolution <strong>for</strong> your approval.8
Notice (Contd.)Item No. 6Shri K Subba Rao, was appointed as an Additional Director designated as Director (Production &Projects) on <strong>the</strong> Board of KIOCL effective from 9th June 20<strong>11.</strong> In terms of Section 260 of <strong>the</strong>Companies Act, 1956 he holds office upto <strong>the</strong> 35th <strong>Annual</strong> General Meeting of <strong>the</strong> Company. TheCompany has received a notice in writing from a member pursuant to <strong>the</strong> provisions of Section257 of <strong>the</strong> Companies Act, 1956, signifying intension to propose Shri K Subba Rao as candidate<strong>for</strong> <strong>the</strong> office of Director. Shri K Subba Rao, if appointed, will not be liable to retire by rotationin pursuance to Article 94 of <strong>the</strong> Articles of Association of <strong>the</strong> Company. A brief profile ofShri K Subba Rao is annexed hereto in accordance to clause 49 of <strong>the</strong> Listing Agreement of <strong>the</strong>Stock Exchanges.None of <strong>the</strong> Directors, except Shri K Subba Rao is interested or concerned in <strong>the</strong> resolution.The Board of Directors considers that in view of <strong>the</strong> background and experience of Shri K SubbaRao, it would be in <strong>the</strong> interest of <strong>the</strong> Company to appoint him as a Director of <strong>the</strong> Company.The Board recommends <strong>the</strong> resolution <strong>for</strong> your approval.By order of <strong>the</strong> Board of Directors,KIOCL Limited,Place : BangaloreDated : 10-06-2011(S. K. Padhi)Company SecretaryMinistry of Corporate Affairs has taken a “Green Initiative in <strong>the</strong> Corporate Governance” by allowingpaperless compliances by Companies and issued a Circular stating that service of notice/documentsincluding <strong>Annual</strong> <strong>Report</strong> can be sent by e-mail to its members. To support this green initiatives of <strong>the</strong>Government in full measure, members who have not registered <strong>the</strong>ir e-mail addresses, in respect ofelectronic holdings with <strong>the</strong> Depository through <strong>the</strong>ir concerned Depository Participants. Memberswho hold shares in physical <strong>for</strong>m are requested registered <strong>the</strong>ir e-mail ID with <strong>the</strong> Company orRegistrar and Transfer Agents M/s Integrated Enterprise (India) Limited.9