1. Shri. Elias George, IAS - Director 2. Shri. Rajesh Kumar Sinha, IAS - Director 3. Shri. K.S. Srinivas, IAS - Director

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1 THE KERALA MINERALS AND METALS LTD., CHAVARA, KOLLAM. MINUTES OF THE 211 TH MEETING OF THE BOARD OF DIRECTORS (ADJOURNED) HELD AT A.M. ON AT MASCOT HOTEL, THIRUVANANTHAPURAM. Present:- 1. Shri. V. Somasundaran, IAS - Chairman 2. Shri. Tom Jose, IAS - Managing Director. 3. Shri. P.Joy Oommen, IAS (Retd) - Director 4. Shri. P. Abdul Hameed - Director 5. Shri. K. Zakir Hussain - Director Leave of absence: 1. Shri. Elias George, IAS - Director 2. Shri. Rajesh Kumar Sinha, IAS - Director 3. Shri. K.S. Srinivas, IAS - Director In Attendance: 1. Shri. Ajith John - Company Secretary. Invitees 1. Shri. C.J. George - Executive Director 2. Shri. Sunil Chacko - Executive Director 3. Shri. Suresh Kumar. S - Executive Director The meeting originally scheduled on Wednesday, the 26 th December, 2012 was adjourned to 2 nd January, 2013 for want of quorum.

2 I. SECRETARIAL. Item No. 1 - APPOINTMENT OF DIRECTORS Board noted the appointments. Board welcomed the new Directors to the Board. The Board also placed on records its appreciation of the invaluable service rendered by the outgoing Directors. Item No. 2 - CONFIRMATION OF THE MINUTES OF THE 210 TH BOARD MEETING HELD ON 24 TH AUGUST, The Board confirmed the minutes of the 210 th meeting of the Board of Directors of the company held on 24/08/2012. Item No. 3 - ACTION TAKEN ON THE DECISION OF THE PREVIOUS BOARD MEETING (210 TH MEETING HELD ON 24/08/12). Board noted the action taken on the decisions of the 210 th meeting of the Board held on The Board ascertained the progress and fixed following schedule for finalizing the Annual Accounts for the current financial year; Audit of Accounts upto 31/12/ th Feb 2013 Audit of Accounts from Jan 13 to March 13 - Mid April 13 Item No. 4 - RATIFICATION OF FILING OF DOCUMENTS BY E-FILING UNDER IT ACT. The Board passed the following resolution:- RESOLVED that the action taken by the Company in affixing the digital signature of Shri. P. Abdul Hameed, Director for E-filing the Income tax return for the assessment year be and is hereby ratified. Item No. 5 - TRANSFER OF SHARES The Board approved transfer of 10 shares of Rs.100/- each held by Shri. Alkesh Kumar Sharma, IAS the former Managing Director to the name of Shri. K.S. Srinivas, IAS and passed the following resolution:-

3 RESOLVED that 10 shares of the Company of Rs.100/- each having distinctive Nos. 1 to 10 be and are hereby transferred from Shri Alkesh Kumar Sharma, IAS to the name of Shri K.S. Srinivas, IAS and the Company Secretary be and is hereby authorized to endorse the transfer in the Share Certificate. Item No. 6 - MANAGING DIRECTOR S REPORT Managing Director s report on the performance of the company was placed before the Board. The Board had a detailed discussion on the performance of the company especially on production and marketing issues. After detailed discussion Board issued following directions; 1. To prepare a detailed action plan for acquisition of land assets over the next 5 year period in order to present before the Hon ble Chief Minister. 2. To ensure full capacity utilization in the remaining 3 months of the financial year to compensate the production loss to the extent possible, in view of the better availability of ilmenite 3. To visit important customers by Managing Director and Senior Officers. 4. To link the price of products to international prices in an objective manner and to engage a reputed organization to provide data on international price trends. 5. To ensure maximum possible sale by dynamic fixation of prices based on market trend from time to time. It was also advised to minimize the response time to market changes and authorized the Managing Director to take appropriate action to dispose of the stock. Item No. 7 - MINUTES OF THE 7 TH MEETING OF THE AUDIT COMMITTEE. The Board noted the minutes of the 7 th meeting of the Audit Committee. Item No. 8 - RECONSTITUTION OF AUDIT COMMITTEE OF BOARD OF DIRECTORS. The Board re-constituted the Audit Committee with the following members. 1. Shri. P. Joy Oommen IAS (Retd) - Chairman 2. Shri. Rajesh Kumar Sinha, IAS - Member 3. Shri. P. Abdul Hameed - Member

4 II. FINANCE, ACCOUNTS AND AUDIT. Item No. 9 - PROVISIONAL WORKING RESULTS The Provisional working results and performance for the second quarter of the financial year were placed before the Board. The Board noted the same. Item No.10 - CHEQUE SIGNING POWERS A proposal to modify the delegation of cheque signing powers was placed before the Board. After due consideration of the proposal the Board accorded sanction to modify the cheque signing powers as under:- For TP, MS & TSP Unit 1. Shri. Tom Jose, IAS with Shri. Sunil Chacko, Managing Director Executive Director or Shri. G. Shaila Kumar, Asst. General Manager(F)i/c. All other delegations with respect to signing power will remain same. Item No.11 - INTERBANK TRANSFER THROUGH ONLINE AND E-PAYMENT TO SUPPLIERS. Full Powers. A proposal for inter- bank transfer through online and e-payment to suppliers was placed before the Board. After due deliberations, the Board passed the following resolutions:- Resolved that the Board be and is hereby approve that inter bank fund transfer and payment except contingent and out- ofpocket expenses be uploaded through internet banking platform and related payment can be made through online. Resolved further that the Board be and is hereby approve the existing authorized signatories to sign the necessary documents. The Board also instructed that e-payment module of NIC as part of e- procurement system shall also be utilized.

5 Item No.12 - PAYMENT TO GARWARE WALLROPES LTD. The Board ratified the action of the paying Rs.125 lakhs (Rs.One Hundred and Twenty Five Lakhs only) as advance from the undisputed amount payable to M/s Garware Wallropes Ltd. Further the Board authorized the Managing Director to settle other issues with regard to contract with M/s Garware Wallropes Ltd on merit. Further the Board also put on records that operational issues related to settlement of accounts with parties shall be placed before the Board only after getting prior concurrence of the Chairman, in future. Item No.13 - APPROVAL OF THE COST AUDIT REPORT OF THE COMPANY FOR THE YEAR AND ITS ANNEXURES INCLUDING PROFORMA TO COST AUDIT REG Annexures and proforma to cost audit report for the year was placed before the Board. After due deliberations the Board passed the following resolution; RESOLVED that Annexures and Proforma to Cost Audit Report for the year be and are hereby approved. RESOLVED FURTHER that Shri. Tom Jose, IAS Managing Director, and Shri. Ajith John, Company Secretary be and are hereby authorized to sign the Annexures and Proforma to the Cost Audit Report on behalf of the Company. Further the Board directed that a presentation by the cost auditor on cost control and cost reduction measures to be taken up by the company be arranged in the next Audit Committee meeting. Board also directed to obtain the report on coal based boiler updated by the agency who prepared the report and to place the same in the next meeting.

6 III. PROJECT Item No.14 - STATUS REPORT ON 500 TPY TITANIUM SPONGE PLANT AS ON DECEMBER, Board noted the status report on 500 TPY Titanium Sponge Plant. Item No.15 - TENDER DOCUMENT FOR DRY MICRONIZING SYSTEMS. Tender documents for the following projects were placed before the meeting; 1. Dry Micronizing System 2. Energy Efficient Tickle Pre-heaters 3. Power Augmentation 4. Integrated Pressure Filter Spin Flash Dryer System TPD Oxygen Plant 6. Pigment Production Plant DCS Deviations from the earlier tender conditions were also brought before the Board. After due discussions Board approved the proposal to tender the above projects and further decided; 1. To authorize the Managing Director to constitute an internal multi disciplinary technical committee to evaluate and recommend the draft tender documents. 2. To authorize the Managing Director to approve the tender documents. 3. To authorize the Managing Director to seek reputed engineering consultancy agencies for assisting evaluation of tender documents, if required in appropriate cases. 4. Board also directed to relook on the modalities of global advertisement so as to ensure reach at the minimum possible cost. 5. Board also decided that no further vetting of tender documents is required by RIAB and negotiation to be done as per CVC guidelines. Item No.16 - COMPACT AND ENERGY EFFICIENT TICKLE PRE-HEATERS INVITATION TO TENDER REG. Ref. decisions in item no.15 Item No.17 - TENDER DOCUMENT FOR POWER AUAGMENTATION REG Ref. decisions in item no.15

7 Item No.18 - TENDER DOCUMENT FOR INTEGRATED PRESSURE FILTER SPIN FLASH DRYER SYSTEMS REG Ref. decisions in item no.15 IV. MARKETING. Item No.19 - PRICING OF TITANIUM DIOXIDE (RUTILE) The Board noted the pricing details of Titanium Dioxide and other products in domestic and export markets for the months of October, November and December, V. PERSONNEL AND ADMINISTRATION. Item No.20 - REPORT ON INDUSTRIAL RELATIONS. Board noted the report on Industrial Relations. Further the Board directed to place the proposal on medical reimbursement scheme to retired employees after interaction with Trade Unions, in the next Board. Item No.21 - CREATION OF POST OF VIGILANCE AND SECURITY SUPERINTENDENT. A proposal for creation of post of Vigilance and Security Superintendent was placed before the Board. After due deliberations, the Board approved creation of one post of Vigilance and Security Superintendent in the scale of pay of Item No.22 - CREATION OF POOL OF SKILLED MANPOWER Board was informed that socio-economic survey in 276 families of 450 families in Kovilthottam of the Chavara Grama Panchayat was completed and report submitted. After due deliberations board directed; 1) To request Director, Kudumbasree to complete the survey by engaging more personnel and authorized the Managing Director to take further necessary action in this regard. 2) To include educational qualification also in the survey report.

8 3) To complete the sample survey of the entire lease area so that a proposal can be discussed in the next board being exclusively scheduled in the middle of Feb 2013 Item No.23 - PAYMENT OF DEARNESS ALLOWANCE TO OFFICERS OF THE COMPANY. A proposal for enhancement of 7% Dearness Allowance to Officers of the Company with effect from 1/7/2012 was placed before the Board. After discussion, the Board passed the following resolution:- RESOLVED that the enhanced DA as per Govt. order G.O.(P) No. 67/2012/Fin dated 15/11/12 be paid to Officers of the Company with effect from 1/7/2012. Item No.24 - RECTIFICATION OF ANOMALY IN SALARY AND PROMOTION. A proposal on rectification of anomaly in salary and promotion of equipment operator grade in TP unit was placed before the Board. After due deliberations, the Board authorized the Managing Director to take appropriate decision and to inform the Government accordingly. Item No.25 - REINSTATEMENT TO THE POST OF SENIOR GRADE WORKER. A request received from Sri.Rajan K., Worker Gr.II for re-instatement to Senior Grade Worker was placed before the Board as per the direction of the Government. After due consideration of the request and the facts placed before it, Board decided to reject the request and authorized the Managing Director to inform the Government accordingly. Item No.26 - LAND FOR HOUSING FIRE STATION AT CHAVARA REQUEST FOR TRANSFER OF COMPANY LAND. A proposal for transfer of land for housing Fire Station at Chavara was placed before the Board.

9 The Board accorded sanction to transfer 50 cents of land at Kolathu area for housing fire station, subject to approval of the Government. Item No.27 - QUALIFICATION FOR THE POST OF FIRE OFFICER The proposal for modifying the qualification for the post of Fire officer was placed before the Board. After due deliberations, the Board approved the proposal. Item No.28 - SPONSORSHIP OF 31 ST ANNUAL NATIONAL CONFERENCE OF NATIONAL INSTITUTE OF PERSONNEL MANAGEMENT - REG. Board ratified the sponsorship payment of Rs.1 lakh (Rs.One Lakh only) to National Institute of Personnel Management-Kerala Chapter towards the sponsorship of 31 st Annual National Conference of NIPM at Cochin from 6/9/12 to 8/9/12 partnering with Emerging Kerala Item No.29 - REQUEST FOR SANCTION OF MEDICAL EXPENSES IN RESPECT OF SRI. FRANCIS FRANK, F/O. SRI. ANTONY FRANCIS. A request to sanction medical expenses in respect of Sri. Francis Frank, F/o. Sri. Antony Francis was placed before the Board. After due deliberations, the Board approved payment of Rs.6,28,877/- (admissible amount of Rs.18,929 + Rs.609,948/-) against the medical bills submitted by the employee for the treatment of his deceased father. Item No.30 - CORPORATE SOCIAL RESPONSIBILITY MANUAL A draft Corporate Social Responsibility Manual was placed before the Board for consideration. After a detailed discussion, the Board decided; 1) To authorize the Managing Director to modify the Clause IV of the Manual suitably. 2) To approve the manual subject to the above.

10 Item No.31 - FINANCIAL CONTRIBUTION TO CHIEF MINISTER S RELIEF FUND. A proposal for financial contribution to Chief Minister s Relief fund was placed before the Board. After due deliberations, the Board accorded sanction to release an amount of Rs.10,00,000/- (Rupees Ten Lakhs only) to Chief Minister s Relief Fund. Item No.32 - PRESIDENTS TROPHY BOAT RACE-KOLLAM The proposal for request for advertisement in the Souvenir published by the Presidents Trophy Boat Race-Kollam was placed before the Board. After due deliberations, the Board accorded sanction to release Rs.50,000/- (Rupees Fifty thousand only) for advertisement in the Souvenir published by the Presidents Trophy Boat Race-Kollam. Item No.33 - SPONSORSHIP OF SCIENCE EXHIBITION AND EDUCATIONAL PROGRAMME IN CONNECTION WITH THE 125 TH ANNIVERSARY CELEBRATION OF LEO XIII HIGHER SECONDARY SCHOOL, ALLEPPY. Board accorded sanction to release Rs.1,00,000/- (Rupees One Lakh only) for sponsorship of science exhibition and educational programme in connection with the 125 th anniversary celebration of Leo XIII Higher Secondary School, Alleppey. VI. ANY OTHER ITEMS WITH THE PERMISSION OF THE CHAIR. Item No.34 - APPOINTMENT OF MANAGING DIRECTOR Board noted the appointment. Item No.35 - REVIEW OF FULFILLMENT OF STATUTORY OBLIGATIONS The Board noted the review of fulfillment of statutory obligations presented to the Board.

11 The Board directed that possibility of entering into a long term contract with SAIL for disposal of Iron Oxide waste may also be explored. Item No.36 - APPROVAL FOR THE REVISED BUDGET FOR THE YEAR The Revised budget for the year was placed. After due discussions the Board passed the revised budget for the year Item No.37 - REPLY TO THE COMMENTS OF COMPTROLLER AND AUDITOR GENERAL OF INDIA AND THE PRINCIPAL SECRETARY (FINANCE), GOVT. OF KERALA, THIRUVANANTHAPURAM ON THE AUDITED ACCOUNTS FOR THE YEAR ENDED After due discussions, the Board passed the following resolution:- RESOLVED that the replies to the comments of the Secretary (Finance), Govt. of Kerala, Thiruvananthapuram and the Comptroller and Auditor General of India be and are hereby approved to incorporate in the Annual Accounts for the year Item No.38 - COMPLIANCE REPORT OF COST RECORDS The compliance report of Cost records was placed before the Board. After due discussions, the Board passed the following resolutions:- RESOLVED that Annexure to the Compliance Report for the financial year be and is hereby approved. RESOLVED further that Sri. G. Shailakumar, Asst. General Manager (Finance) i/c, who is a member of ICAI is entrusted with the work of preparing Compliance Report for the financial year and to authenticate Annexure to Compliance Report for filing with Central Government in XBRL format. RESOLVED further that the Managing Director and the Company Secretary be and is hereby authorized to sign

12 the annexure to the Compliance Report for and on behalf of the Board of Directors. RESOLVED further that Company Secretary be and is hereby authorized to take necessary action to file the Compliance Report and Annexure to the Compliance Report with Central Government in XBRL format Item No.39 - FORMATION OF NEW COMPANIES BY DELINKING THREE UNITS OF KSTC IMPLICATIONS TO KMML REG A report on the implications to the company on account of formation of two new companies by delinking three units of KSTC was placed before the Board. The Board noted the action taken and directed further; 1) To look into the possibility of securitization of loan given to KSTC 2) To subscribe shares only to KSTC in such a way that the new companies become subsidiaries of KSTC Item No.40 - APPOINTMENT OF COST AUDITOR FOR TSP OF THE COMPANY FOR THE FINANCIAL YEAR After due discussions, the Board passed the following resolutions:- RESOLVED that subject to the approval of the Central Government and pursuant to the provisions of section 233B of Companies Act 1956, M/s. Felix & Co., Cost Accountants be and is hereby appointed as Cost Auditor of TSP Unit in addition to TP and MS units for the year ending on 31/03/2013. RESOLVED further that M/s. Felix and Co., Cost Accountants be paid Rs.110,000/- excluding service tax plus out of pocket expenses of Rs.10,000/- for the cost audit work of TP, MS and TSP units for the year

13 RESOLVED further that Managing Director, Director or Secretary of the Company be and is hereby authorized to file new form No.23C by affixing Digital signature. Item No.41 - DIRECTORS REPORT FOR THE YEAR Directors report for the year was placed before the Board. After due consideration of the report, the Board passed the following resolution:- RESOLVED that the Directors Report for the financial year be and is hereby approved and the Chairman be and is hereby authorized to sign the Directors Report. Item No.42 - ADJOURNED 40 TH ANNUAL GENERAL MEETING After due discussions, the Board passed the following resolution:- RESOLVED to fix the Adjourned 40 th Annual General Meeting at A.M. on Tuesday the 5 th March, 2013 at the Registered Office of the Company and the draft notice of the meeting presented is approved and the Company Secretary be and is hereby authorized to issue notices to the shareholders for the meeting and to do the matters connected with it. RESOLVED further that the Company Secretary may convene the meeting at a shorter notice, if necessary, as per the provisions of the Companies Act, Item No.43 - AVAILING WORKING CAPITAL LOAN FROM BANK The proposal for availing working capital loan from bank was discussed by the Board. After due deliberations, the Board passed the following Resolutions:- RESOLVED that the Company do obtain cash credit facility upto Rs.50 crore from the State Bank of Travancore, Chavara Branch on such terms and conditions as may be stipulated while sanctioning the loan.

14 FURTHER RESOLVED that Managing Director and Sri. Sunil Chacko, Executive Director of the Company be and are hereby severally and jointly authorized to approach the above Bank, submit application, letters, information, statement sub missions under their signatures and to present, negotiate and finalise the terms and conditions of the said loan on behalf of the Company. FURTHER RESOLVED that Managing Director or Sri. Sunil Chacko, Executive Director be and is hereby authorized to execute the related loan documents including hypothecation deed, undertakings, promissory notes, guarantees etc. as may be required by the bank on behalf of the Company and that the common seal of the Company be affixed on such documents in the presence of the Managing Director or Sri. Sunil Chacko, Executive Director. RESOLVED further that Managing Director be and is hereby authorized to move Government for getting approval to mortgage title deeds of the Company if required. RESOLVED FURTHER that the Company shall provide its immovable property consisting of land and building as security for the said credit facility of Rs.50 crores (Rupees Fifty Crores only) by way of deposit of title deeds and Managing Director or Sri. Sunil Chacko, Executive Director be and is hereby authorized to submit title deeds of the property of the Company and to issue a letter to the Bank informing Company s willingness for creating charge on the property (equitable mortgage) by deposit of title deeds. RESOLVED FURTHER that Company may provide any other security for the loan after negotiating with the Bank.

15 RESOLVED FURTHER that Managing Director or Company Secretary be and is hereby authorized to file Form 8 with the Registrar of Companies Kerala. Item No.44 - TENDER DOCUMENT FOR 100 TPD OXYGEN PLANT Ref. decisions in item no.15 Item No.45 - TENDER DOCUMENT FOR PIGMENT PRODUCTION PLANT DCS REG. Ref. decisions in item no.15 Item No.46 - COMMISSIONING REPORT OF TSP PRESENTED TO THE BOARD. The proposal for commissioning report of TSP was presented to the Board. The Board noted the commissioning date of TSP as 31/10/2012. Item No.47 - CREATION OF POSTS IN TP UNIT AND MS UNIT OF THE COMPANY. A draft reply to government regarding recruitment of personnel in various departments was placed before the Board. After due deliberations Board decided to authorize the Managing Director to give a suitable reply. Item No.48 - RECRUITMENT IN PSUs. Board was informed that recruitments against regular vacancies have been finetuned with that of Government Orders in this regard by involving RIAB in recruitment process. After due discussions, Board clarified that; 1. Recruitment process has to be done by the company itself. 2. Information related to recruitment is given to RIAB only for verifying procedural integrity and RIAB may be given 4 weeks time to process the request and for concurrence. The company can proceed with the recruitment if response is not received from RIAB in 4 weeks time.

16 Item No.49 - ONAM GIFT TO PRESS CLUB, THIRUVANANTHAPURAM The Board ratified the release the payment of Rs.3,00,000/- (Rs.Three Lakhs only) to the Kerala State Handloom Weavers Co-operative Society Ltd towards the cost of onam gift to Press Club, Thiruvananthapuram. Item No.50 - RELEASE OF FINANCIAL ASSISTANCE FOR KANNETTY BOAT RACE. Board accorded sanction to release of Rs.50,000/- (Rs.Fifty Thousand only) to Sree Narayana Trophy Boat Race, Kannetty, Karunagappally. Item No.51 - FINISHED PIGMENT STOCK POSITION The Board noted the Finished pigment stock position and action taken. Item No.52 - ENGAGEMENT OF PERSONNEL ON CONTRACT. A proposal to engage a suitable person at General Manager level to head Marketing Department and a suitable person at Manager level to hand public relations and communication on contract basis was placed before the Board. After due deliberations, Board accorded sanction; 1. To engage on contract a suitable person at General Manager level to head Marketing Department with qualification of MBA and BTech, preferably in Chemical Engineering will be a desirable qualification. A fixed remuneration equal to basic pay + other allowance to be given at GM level. Further Managing Director was authorized to give suitable incentive based on volume of sale achieve and to fix other terms and conditions of employment. 2. To engage a suitable person at Manager level on contract basis for handling public relations and communications and to authorized the Managing Director to fix the terms and conditions of employment. Item No.53 - APPROVAL FOR LEGALLY VETTED GCC FOR PROJECT WORK. A draft General Conditions of Contract for project work was placed before the Board.

17 The board authorized the Managing Director to approve the General Conditions of Contract for project work after getting it examined and recommended by the internal technical committee to be constituted for this purpose. Item No.54 - PROPOSAL FOR MAN POWER OF 162 PERSONNEL (ON PERMANENT BASIS) FOR ACHIEVING THE RATED PRODUCTION. After due deliberations, the Board accorded sanction to create 162 permanent posts in Titanium sponge plant and decided to fill the posts in a phased manner on the basis of increase in the capacity utilization. Further, the Board decided to fill 71 posts now on permanent basis as detailed under, in the first phase, after observing usual procedures in this regard. Manager - 2 Plant Engineer / Scientific Officer - 7 Asst.Plant Engineer - 16 Jr.Operator/ Jr.Assistant/ Jr.Accountant / Jr.Technician Rigger / Jr.Welder / Jr.Turner - 46 Total - 71 The addition of manpower should commensurate with improvement in capacity utilization. Further the Board decided to appoint a suitable person on deputation from DMRL at Titanium Sponge Plant at GM s level. Matters discussed without Agenda and Notes 1. Digging bore well for meeting drinking water requirements of local people Board accorded permission to dig sufficient number of bore wells in order to meet drinking water requirements of local people.

18 2. Implementing ERP system Board instructed the Managing Director to have a discussion with SAP on implementing ERP system in the company and to place a report in the next Board. 3. Follow up on E procurement Board directed to place a report on implementation status on E-procurement from next Board onwards. The meeting concluded with vote of thanks to the Chair at P.M. Thiruvananthapuram, Date: 10/01/2013. Sd/- CHAIRMAN