Reappointment of Mg. Director

RNS Number:6495Q
Associated Cement Companies Ld(The)
31 August 2005


August 31, 2005



Dear Sir,


     Sub :  Reappointment of Mr M L Narula as Managing Director


     The Board of Directors at its Meeting held today has reappointed Mr
M L Narula as Managing Director for a further period of one year from 1st
November 2005 to 31st October 2006 subject to the approval of the shareholders
at General Meeting, on the existing terms and conditions as per enclosure.



Thanking you,

                                                   Yours faithfully,
                                     For THE ASSOCIATED CEMENT COMPANIES LIMITED


                                                      A Anjeneyan
                                                   Company Secretary






               PRINCIPAL TERMS AND CONDITIONS OF REAPPOINTMENT OF
                        MR M L NARULA, MANAGING DIRECTOR



SALARY :  Rs 2,00,000 per month in the grade Rs. 1,00,000 - Rs. 2,50,000

PERIOD : 1st  November 2005 to 31st  October 2006


PERQUISITES & ALLOWANCES

In addition to the salary the Managing Director shall also be entitled to
perquisites and allowances like accommodation (furnished or otherwise) or house
rent allowance in lieu thereof; house maintenance allowance together with
reimbursement of expenses or allowances for utilities such as gas, electricity,
water, furnishings and repairs, medical reimbursement, leave travel concession
for the Managing Director and his family, club fees, personal accident insurance
and such other perquisites and allowances in accordance with the Rules of the
Company or as may be agreed to by the Board of Directors and the Managing
Director, such perquisites and allowances will be subject to a maximum of  125%
of the annual salary of the Managing Director.

Perquisites and allowances shall be evaluated as per Income Tax Rules, wherever
applicable.  In the absence of any such rules, perquisites and allowances shall
be evaluated at actual cost.

Provision for use of Company's car for official duties and telephone at
residence (including payment for local calls and long distance official calls)
shall not be included in the computation of perquisites for the purpose of
calculating the said ceiling.


PERFORMANCE INCENTIVE

Such remuneration by way of Performance Incentive payment upto an amount
equivalent to a maximum of twenty four months of his salary, in addition to the
salary, perquisites and allowances payable, in a particular financial year as
may be determined by the Board of Directors of the Company at the end of each
financial year, subject to the overall ceilings stipulated  in  Sections 198 and
309 of the Companies Act, 1956.  The specific amount payable to the Managing
Director will be decided by the Board or the Compensation Committee of the
Board.


                                                                           ..2..



                                     : 2 :



PROVIDENT FUND, SUPERANNUATION / ANNUITY FUND

Company's contribution to Provident Fund and Superannuation or Annuity Fund to
the extent these either singly or together are not taxable under the Income-tax
Act, gratuity payable as per the rules of the Company and encashment of leave at
the end of his tenure shall not be included in the computation of limits for the
remuneration or perquisites aforesaid.


MINIMUM REMUNERATION

Notwithstanding anything herein, where in any financial year during the currency
of the tenure of the Managing Director, the Company has no profits or its
profits are inadequate, the Company will pay remuneration by way of salary and
perquisites as specified above, subject to the requisite approvals being
obtained.

The terms and conditions of the Managing Director's reappointment may be varied,
altered, increased, enhanced or widened from time to time by the Board as it may
in its discretion deem fit, within the maximum amounts payable in accordance
with the provisions of the Companies Act, 1956 or any amendments made hereafter
in this regard.

The Managing Director shall conduct the day-to-day management of the Company
subject to the supervision and control of the Board of Directors.

The draft Agreement between the Company and the Managing Director would also
inter alia contain further terms and conditions including those relating to
earlier termination of his reappointment by either party giving three months'
notice in writing to the other party, non-participation in any selling agency of
the Company.



                     For THE ASSOCIATED CEMENT COMPANIES LIMITED

                                 A Anjeneyan
                             Company Secretary




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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