AMJ Land Holdings Ltd

The following Explanatory Statement sets out all the material facts relating to items of business as mentioned in Serial Nos. 5 to 13 under Special Business in the accompanying Notice dated 1^st August, 2015 convening the Annual General Meeting.

During the year, the Board of Directors of the Company has appointed Ms. Preeti Mehta as an Additional Director of the Company at its meeting held of 1^st November, 2014. She holds office upto the date of this Annual General Meeting pursuant to Section 161 of the Companies Act, 2013.

The Company has received declaration from her that, she meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013. Pursuant to the recommendation of the Nomination and Remuneration Committee at its meeting held on 30th May, 2015 and in the opinion of the Board, she fulfills the conditions specified in Sections 149, 152 and Schedule IV of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 including any statutory modification(s) or re-enactment thereof for the time being in force and Clause 49 of the Listing Agreement and is independent to the management. She does not hold any equity shares in the Company.

The Company has also received notice in writing from a member along with deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidature of Ms. Preeti Mehta for the office of director of the Company.

In view of above, it is proposed to appoint Ms. Preeti Mehta as an Independent Director of the Company for a term up to 5 (five) consecutive years commencing from the date of the this Annual General Meeting.

Names of companies in which she holds directorships and memberships /chairmanships of Board Committees, her shareholding in the Company, relationships amongst directors inter-se as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges, is provided in the Corporate Governance Report forming part of the Annual Report.

Ms. Preeti Mehta, B.A., LLB is an advocate and solicitor by profession and is a partner in Kanga & Co. a leading firm of solicitors in Mumbai. Keeping in view, her expertise and knowledge, it will be in the interest of the Company that Ms. Preeti Mehta is appointed as an Independent Director. Accordingly, the Board recommends the Ordinary Resolution for approval of the members.

Except Ms. Preeti Mehta, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, in the proposed Ordinary Resolution as set out in Item No. 5 of this Notice.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 14^th February, 2015, has appointed Dr. Ashok Kumar as an Additional Director of the Company with effect from 2^nd March, 2015. He holds office upto the date of the this Annual General Meeting pursuant to section 161 of the Companies Act, 2013. The Company has received a Notice in writing from a Member under section 160 of the Companies Act, 2013 proposing his candidature for the office of Director of the Company. Dr. Ashok Kumar is M.E. (Chemical Engineer) and Ph.D. (Pulp Processing) and has wide and varied experience over three decades in the Paper Industry. He does not hold any Equity Share in the Company.

Except for Dr. Ashok Kumar, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, in the proposed Resolution.

The Board recommends the resolution for approval of the members. Members may note that Dr. Ashok Kumar is also proposed to be appointed as an Executive Director of the Company as per Resolution set out at Item No. 7 of the Notice.

Pursuant to sections 196 and 203 and all other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification or re-enactment thereof for the time being in force) read with Schedule V of the Act, the appointment and remuneration payable to Dr. Ashok Kumar is proposed at the Annual General Meeting for members approval.

Nomination and Remuneration Committee at its Meeting held on 30^th May, 2015 has recommended the appointment of Dr. Ashok Kumar as an Executive Director after satisfying all the conditions set out in Part-I of Schedule V to the Act as also conditions set out under sub-section 3 of section 196 of the Act for being eligible for his appointment.

Dr. Ashok Kumar is M.E. (Chemical Engineer) and Ph.D. (Pulp Processing) and has wide and varied experience over three decades in the Paper Industry. He does not hold any Equity Share in the Company. The Board is of the view that Dr. Ashok Kumar’s knowledge and experience will be of immense benefit and value to the Company and, therefore, recommends his appointment to the Members as per Resolution set out at Item No. 7 of the Notice.

Apart from Dr. Ashok Kumar who would be interested in his appointment and remuneration, none of the other Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested in the proposed Special Resolution.

The Directors recommend the Special Resolution to the members for their approval.

The Board of Directors based on the recommendation of Nomination and Remuneration Committee, at its meeting held on 17^th May, 2014 appointed Mr. Arunkumar Mahabirprasad Jatia as a Whole-time Director designated as Executive Chairman of the Company for a period of 5 years with effect from 1^st June, 2014 to 31^st May, 2019. The said appointment and payment of remuneration to him for a period of three years was also approved by the shareholders at the Forty Ninth Annual General Meeting of the Company held on 13^th September, 2014. Since at the time of appointment Mr. Jatia was a foreign citizen, his appointment was also approved by the Central Governemnt vide its approval letter dated 17^th November, 2014.

Mr. Jatia is associated with the Company for more than 17 years and has contributed towards the growth of Company. Mr. Jatia is B.S. (Finance & Business Economics) with wide experience in business and finance. The Nomination and Remuneration Committee had at its meeting held on 30^th May 2015, approved a revision in one of the components, detailed below, of remuneration payable to Mr. Arunkumar Mahabirprasad Jatia and recommended the same to the Board of Directors.

The Board of Directors by a resolution passed on May 30, 2015 approved a revision in remuneration payable to Mr. Arunkumar Mahabirprasad Jatia, Executive Chairman with effect from 1^st July, 2015 for the residual period of his tenure upto 31^st May, 2019.

The revision in remuneration of Mr. Arunkumar Mahabirprasad Jatia as stated above is subject to the approval of the Members and of the Central Government, and other statutory authorities, if any. All other terms and conditions in respect of his appointment as approved at the Annual General Meeting held on 13^th September, 2014 remain unchanged.

Except Mr. Arunkumar Mahabirprasad Jatia, promoter, who together with his children hold in aggregate 77,81,957 shares of the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, in the proposed Special Resolution.

The Resolution as set out in Item No. 8 of the Notice is recommended by the Directors to be passed as Special Resolution.

A copy of the approval of Central Government dated 17^th November, 2014, is open for inspection by the members at the Registered Office of the Company between 2.00 p.m. to 4.00 p.m. on any working day except Sunday.

Pursuant to the provisions of the Companies Act, 2013 and Revised clause 49 of the Listing Agreement provides that, all existing material related party contracts or arrangements which are likely to continue beyond March 31, 2015 shall be placed for approval of the shareholders in the first General Meeting subsequent to October 01, 2014.

In compliance with the above provisions the agreements already entered into and the transactions to be continued with the parties as specified in the proposed special resolution are placed for your approval. It may be noted that, the related parties to the transaction shall abstain from voting on such resolutions.

Pudumjee Hygiene Products Ltd and Thacker & Company Ltd. are related parties. Mr. A. K. Jatia may be deemed to be interested in these related parties.

None of the other Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, in proposed resolution.

The Resolution at Item No. 9 of the Notice is recommended by the Directors to be passed as a Special Resolution.

The Board of Directors at their meeting held on 30^th May, 2015 approved and recommended the invitation and acceptance of fixed deposits from the members and the General Public pursuant to Section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 to meet the working capital needs.

In compliance with the above provisions of the Act and the Rules, the Company is required to obtain approval of its shareholders for acceptance of Fixed Deposits from the members of the Company and as such, approval of the members by way of Special Resolution is being sought. It may be noted that the deposits to be accepted will be unsecured and as has been allowed by Central Government will be insured as and when insurance cover will be available in market or till 31^st March, 2016 whichever is earlier.

Pursuant to the Companies (Acceptance of Deposits) Rules, 2014 proposed “Circular or circular in the form advertisement” for Deposit Scheme will be valid until expiry of the six months from the date of closure of Financial Year in which it is issued or until the date on which the financial statements are laid before the company in Annual General Meeting.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the proposed Special Resolution.

The Resolution at Item No. 10 of the Notice is recommended by the Directors to be passed as a Special Resolution.

The Company is required under Section 148 of the Companies Act, 2013, to have the audit of its cost records relating to “PAPER” conducted by a Cost Accountant in Practice. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment and remuneration of Messrs Y. R. Doshi & Co., the Cost Accountants to conduct audit of cost records of the Company for products covered under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year ending 31^st March, 2016, at a remuneration of ' 1,35,000/- lacs.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the Audit Committee and approved by the Board of Directors needs to be approved by the members of the Company.

k None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, financially or otherwise, in the proposed Ordinary Resolution.

The Resolution at Item No. 11 of the Notice is recommended by the Directors to be passed as a Ordinary Resolution.

Mr. Ved Prakash Leekha, the Whole-time Director of the Company since 1^st April, 2000, was last re-appointed as Managing Director of the Company for a period of 5 years with effect from 1^st April, 2014 and the remuneration and other benefits were fixed for a period of 3 years from that date.

The Management now proposes to revise his remuneration and other benefits with effect from 01^st April, 2015 till 31^st March, 2017 as given in the accompanying resolution.

Mr. Ved Prakash Leekha is a B.E. (Mechanical) and has been associated with the Company since 2000. He has a wide and varied experience of over four decades in Paper Industry. The Board of Directors and its Nomination and Remuneration Committee at their meetings held on 01^st August, 2015 have approved and recommended the payment of the revised remuneration as aforesaid.

Except Mr. Ved Prakash Leekha, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, in the proposed Special Resolution.

The Resolution at Item No.12 of the Notice is recommended by the Directors to be passed as a Special Resolution.

Mr. Surendra Kumar Bansal was appointed as Whole-time Director of the Company with effect from 1^st February, 2005, was last re-appointed for a period of 5 years with effect from 1^st April, 2014 and the remuneration and other benefits were fixed for a period of 3 years from that date.

The Management now proposes to revise his remuneration and other benefits with effect from 01^st April, 2015 till 31^st March, 2017 as given in the accompanying resolution.

Mr. S.K. Bansal is a Bachelor of Commerce, Associate member of the Institute of Chartered Accountants of India and of the Institute of Company Secretaries of India and has been associated with the Company since 1984. He has a wide and varied experience in finance, accounts, corporate law and taxation matters. The Board of Directors and its Nomination and Remuneration Committee at their meetings held on 01^st August, 2015 have approved and recommended the payment of the revised remuneration as aforesaid.

Except Mr. S. K. Bansal, who holds NIL shares, his relatives hold 206 shares of the Company, none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested, in the proposed Special Resolution.

The Resolution at Item No.13 of the Notice is recommended by the Directors to be passed as a Special Resolution.

By Order of the Board,

R. M. KULKARNI

Company Secretary.