Mrs. Varsha P. Dalal was appointed as an Additional Director and Independent Directorby the Board of Directors of the Company at its Meeting held on 24^th September2014. She holds office up to the date of the forthcoming Annual General Meeting of theCompany pursuant to Section 161 of the Companies Act 2013.

The Company has received a notice from a Member signifying his intention to proposeMrs. Varsha P. Dalal as a candidate for the office of Director of the Company at theensuing Annual General Meeting. Mrs. Varsha P. Dalal is not disqualified from beingappointed as a Director in terms of Section 164 of the Act and has given her consent toact as a director.

Section 149 of the Act inter alia stipulates the criteria of independence should acompany propose to appoint an independent director on its Board. As per the said Section149 an independent director can hold office for a term up to 5 (five) consecutive yearson the Board of a company and he shall not be included in the total number of directorsfor retirement by rotation.

The Company has received a declaration from Mrs. Varsha P. Dalal that she meets withthe criteria of independence as prescribed both under sub-section (6) of Section 149 ofthe Act and under Clause 49 of the Listing Agreement.

In the opinion of the Board Mrs. Varsha P. Dalal fulfills the conditions for herappointment as an Independent Director as specified in the Act and the Listing Agreement.Mrs. Varsha P. Dalal is independent of the management.

Mrs. Varsha P. Dalal is a Science Graduate (B.Sc.) and she does not hold any shares inthe Company.

Mrs. Varsha P. Dalal is on the Board of Baccarose Perfumes and Beauty Products Pvt.Ltd. and Baccarose Cosmetics Private Limited.

Your Directors recommend the Resolution for your approval. None of the other Directorsexcept Mrs. Varsha P. Dalal is deemed to be concerned or interested in this item ofbusiness.

Copy of the draft letter for appointment of Mrs. Varsha P. Dalal as an IndependentDirector setting out the terms and conditions is available for inspection by members atthe Registered Office of the Company.

This Statement may also be regarded as a disclosure under Clause 49 of the ListingAgreement with the Stock Exchanges.