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Compensation Committee

[5.1 No ESOS shall be offered unless the disclosures, as specified in Schedule IV, are made by the company to the prospective option grantees and the company constitutes a for administration and superintendence of the ESOS.] 5.2 The shall be a Committee of the Board of directors consisting of a majority of independent directors. 5.3 The shall, inter alia, formulate the detailed terms and condition .....

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ice in case of corporate actions such as rights issues, bonus issues ,merger, sale of division and others. In this regard following shall be taken into consideration by the : (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 procedure .....

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3, 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 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 June 30, 2003. Prior to its substitution, sub-clause (f .....

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