Compensation Committee

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..... pany constitutes a Compensation Committee for administration and superintendence of the ESOS.] 5.2 The Compensation Committee shall be a Committee of the Board of directors consisting of a majority of independent directors. 5.3 The Compensation Committee shall, inter alia, formulate the detailed terms and conditions of the ESOS including; (a) the quantum of option to be granted under an E .....

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..... bonus issues ,merger, sale of division and others. In this regard following shall be taken into consideration by the compensation committee: (i) the number and the price of ESOS shall be adjusted in a manner such that total value of the ESOS remains the same after the corporate action (ii) for this purpose global best practices in this area including the procedures followed by the derivative .....

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..... 30/06 dated June 30, 2003, for all options granted on or after June 30, 2003. Prior to its substitution, clause 5.1 read as under: 5.1 No ESOS shall be offered unless the company constitutes a Compensation Committee for administration and superintendence of the ESOS. [2] Substituted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all corporate actions on or after .....

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