Para 22 - Listing - SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

22. Listing: [1] [22.1 The shares arising pursuant to an ESOS and shares issued under an ESPS shall be listed immediately upon exercise in any recognized stock exchange where the securities of the company are listed subject to compliance of the following: (a) The ESOS/ESPS is in accordance with these Guidelines. (b) In case of an ESOS the company has also filed with the concerned stock exchanges, before the exercise of option, a statement as per Schedule V and has obtained in-principle approval from such Stock Exchanges. (c) As and when ESOS/ ESPS are exercised the company has notified the concerned Stock Exchanges as per the statement as per Schedule VI.] [2] [22.2 The shares arising after the IPO, out of options granted under any ESOS framed prior to its IPO shall be listed immediately upon exercise in all the recognised stock exchanges where the equity shares of the company are listed subject to compliance with [3] [SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009] and, where applicable, clause 22.2A.] [4] [22.2A (1) No listed company shall make any fresh grant of options under any ESOS framed prior to its IPO and prior to the listing of its equity shares (hereinafter in this clause referred to as pre-IPO scheme ) unless: (i) such pre-IPO scheme is in conformity with these guidelines; and, (ii) such pre-IPO scheme is ratified by its shareholders in general meeting subsequent to the IPO. Provided that the ratification under item (ii) may be done any time prior to grant of new options under such pre-IPO scheme. (2) No change shall be made in the terms of options issued under such pre-IPO schemes, whether by repricing, change in vesting period or maturity or otherwise, unless prior approval of the shareholders is taken for such change. Provided that nothing in this sub-clause shall apply to any adjustments for corporate actions made in accordance with these guidelines.] [5] [22.3 For listing of shares issued pursuant to ESOS or ESPS the company shall [6] [ Deleted] obtain the in-principle approval from Stock Exchanges where it proposes to list the said shares.] [7] 22.4 [Deleted] [8] 22.5 [Deleted] [9] [22.6 The listed companies shall file the ESOS or ESPS Schemes through EDIFAR filing.] [10] [22.7 When holding company issues ESOS/ESPS to the employee of its subsidiary, the cost incurred by the holding company for issuing such options/shares shall be disclosed in the notes to accounts of the financial statements of the subsidiary company.] [11] [22.7A In a case falling under clause 22.7, if the subsidiary reimburses the cost incurred by the holding company in granting options to the employees of the subsidiary, both the subsidiary as well as the holding company shall disclose the payment or receipt, as the case may be, in the notes to accounts to their financial statements.] [12] [22.8 The Company shall appoint a registered Merchant Banker for the implementation of ESOS and ESPS as per these guidelines till the stage of framing the ESOS/ESPS and obtaining in-principal approval from the stock exchanges in accordance with clause 22.1 (b).] [13] [22A. ESOS / ESPS through Trust Route: [14] [22A.1 In case of ESOS/ESPS administered through a Trust, the accounts of the company shall be prepared as if the company itself is administering the ESOS/ESPS.]] ******* [1] Substituted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all options granted under ESOS/shares issued under ESPS on or after June 30, 2003. Prior to its substitution, clause 22.1 read as under: 22.1 In case of listed companies, the shares arising pursuant to an ESOS and shares issued under an ESPS, shall be eligible for listing in any recognised stock exchange only if such schemes (i.e. ESOS or ESPS) are in accordance with these Guidelines. [2] Substituted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all options granted on or after July 22, 2004. Prior to its substitution, clause 22.2, as inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, read as under: 22.2 The shares arising upon exercise of option issued by an unlisted company which are to be vested or be exercised after the company is listed, may be listed after the initial public offering by such company subject to fulfillment of the following requirements: (i) Ratification of the resolution passed for issuance of ESOS or ESPS Earlier resolution passed for issuance of ESOS / ESPS shall be ratified by the shareholders of listed company in the General Meeting. The notice for ratification of earlier resolution shall include all the relevant disclosures required in terms of these Guidelines. (ii) Disclosures in the offer document -Following disclosures shall be made in the offer document for IPO:- a) A disclosure about the intention of the holders of shares allotted on exercise of option granted under ESOS or allotted under ESPS, to sell their shares within three(3) months after the date of listing of shares in such initial public offering (aggregate number of shares intended to be sold by option holders) to be disclosed. In case of ESOS the same shall be disclosed regardless of whether the shares arise out of options exercised before or after the initial public offering. b) Specific disclosures about the intention of sale of ESOS or ESPS shares within three (3) months after the date of listing, by directors, Senior Managerial personnel and employees having ESOS or ESPS shares amounting to more than 1 % of the issued capital (excluding outstanding warrants and conversions), which inter-alia shall include name, designation and quantum of ESOS or ESPS shares and quantum they intend to sell within three (3) months. c) A disclosure in line with the clause 12 and 19 of these guidelines, regarding all the options/shares issued in last three (3) years (separately for each year) and on a cumulative basis for all the options/shares issued prior to date of the prospectus. Clause 22.2, after insertion and prior to its substitution, shall be applicable as under: (i) Clause 22.1 (i): Ratification under clause 22.2 (i) shall be as per clause 22.2A, as inserted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all initial public offer documents filed on or after June 30, 2003. The ratification requirement, as required under clause 22.2 (i), prior to its substitution, is dispensed with. However, any ratification already made pursuant to the said clause 22.2 (i), as it existed prior to its substitution, shall be valid. (ii) Clause 22.2 (ii): It shall come into effect for all initial public offer documents filed on or after June 30, 2003 and before July 22, 2004. [3] Substituted vide circular no. SEBI/CFD/DIL/ESOP/5/2009/03/09 dated September 3, 2009, for the words clause 15.3 . [4] Inserted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all options granted on or after July 22, 2004. [5] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, w. e. f. date to be specified by SEBI. [6] Omitted vide circular no. SEBI/CFD/DIL/ESOP/5/2009/03/09 dated September 3, 2009, the following: make application to the Central Listing Authority as per SEBI (Central Listing Authority) Regulations, 2003 and . [7] Omitted clause 22.4 vide circular no. SEBI/CFD/DIL/ESOP/5/2009/03/09 dated September 3, 2009. Prior to its omission, clause 22.4 was substituted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all initial public offer documents filed on or after July 22, 2004 and read as under: The provisions relating to lock-in of pre-IPO shares specified in SEBI (Disclosure and Investor Protection) Guidelines, 2000 shall not be applicable to the shares allotted to employees other than promoters before the IPO under a pre-IPO ESOS / ESPS, subject to compliance with clauses 15.3 and 22.2. Prior to the above mentioned substitution, clause 22.4, as inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all initial public offer documents filed on or after June 30, 2003, read as under: 22.4 The existing provisions of lock-in specified in SEBI (Disclosure and Investor Protection) Guidelines 2000 shall not be applicable on the pre- initial public offering ESOS options / shares, ESPS options / shares held by employees other than promoters provided that the earlier resolution is ratified by the shareholders in General Meeting and disclosures in the prospectus for IPO is made as mentioned in clause 22.2 (i) (ii). [8] Omitted clause 22.5 vide circular no. SEBI/CFD/DIL/ESOP/5/2009/03/09 dated September 3, 2009. Prior to its omission, clause 22.5 was inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, w. e. f. June 30, 2003 and read as under: 22.5 The ESOS / ESPS shares held by the promoters prior to Initial Public offering shall be subject to lock-in as per the provisions of SEBI (Disclosure and Investor Protection) Guidelines, 2000. [9] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, w. e. f. date to be specified by SEBI. [10] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all accounting periods commencing on or after June 30, 2003. [11] Inserted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all accounting periods commencing on or after July 22, 2004. [12] Substituted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, as a clarification to clause 22.8. Prior to its substitution, clause 22.8, as inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all ESOS/ESPS approved on or after June 30, 2003, read as under: 22.8 The Company shall appoint a registered Merchant Banker for the implementation of ESOS and ESPS as per these guidelines. [13] Inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all accounting periods commencing on or after June 30, 2003. [14] Substituted vide circular no. SEBI/CFD/DIL/ESOP/3/2004/22/7 dated July 22, 2004, for all accounting periods commencing on or after June 30, 2003. Prior to its substitution, clause 22A.1, as inserted vide circular no. SEBI/PMD/MBD/ESOP/2/2003/30/06 dated June 30, 2003, for all accounting periods commencing on or after June 30, 2003, read as under: 22A.1 In case of ESOS / ESPS are administered through a Trust Route, the ESOS / ESPS Trust shall be consolidated with the company in accordance with the Accounting Standard (AS 21) specified by the Institute of Chartered Accountants of India and these Guidelines shall be applicable to the consolidated entity. Subsequent to the abovementioned amendment made vide the aforesaid circular dated July 22, 2004, the requirement of following AS 21 is dispensed with. However, any finalisation of accounts already done as per clause 22A.1, as it existed prior to the amendment made vide the aforesaid circular dated July 22, 2004, shall be valid.