Remuneration Committee and Policy

Terms of reference

The terms of reference of the Remuneration Committee, inter alia, consists of reviewing the overall compensation policy, service agreements, performance incentive and other employment conditions of Executive Director(s). The recommendations of the Remuneration Committee are considered and approved by the Board of Directors, subject to the approval of the shareholders, where necessary. Additionally the Remuneration Committee has been vested with the powers for administration and implementation of ZEEL – Employees Stock Option Scheme – 2009. The Company Secretary is the Secretary to the Committee.

Constitution

The Remuneration Committee currently comprises of three (3) Directors and is chaired by Dr. M.Y. Khan an Independent Director. During the year under review, three (3) Meetings of the Remuneration Committee were held on July 21, 2011, January 21, 2012 and March 23, 2012.

The details of composition of the Remuneration Committee along with attendance of the Committee Members at the meetings held during the year under review, is as detailed herein:

# Appointed with effect from June 30, 2011 * Resigned with effect from the close of June 30, 2011.

Remuneration payable to Managing Director

Mr. Punit Goenka, Managing Director & CEO of the Company has been appointed on a contractual basis in terms of resolution passed by the shareholders at the 28th AGM held on October 29, 2010 for tenor of 5 years with effect from January 1, 2010. The elements of the remuneration package of the Managing Director comprises of salary, perquisites & allowances comprising of Company maintained accommodation or house rent allowance, personnel allowance, leave travel allowance, club membership / facilities, use of chauffeur driven Company car, telecommunication facilities at residence and other perquisites and allowances including Company's contribution to provident fund, gratuity and leave encashment facilities in accordance with rules of the Company.

The annual increments and performance incentive of the Managing Director & CEO are linked to his performance and are decided by the Remuneration Committee.

The details of the remuneration paid to Mr. Punit Goenka, Managing Director & CEO of the Company during the year ended March 31, 2012 is as under:

Particulars Salary & Allowances* 45 Perquisites 7 Employer's Contribution to Provident Fund 3 Total 55

* includes provisions for incentives for Financial Year 2011-12  Remuneration payable to Non-Executive Directors  The Non-Executive Directors are paid sitting fee at the rate of ` 20,000 for attending each meeting(s) of the Board and Committees thereof, other than Share Transfer & Investors Grievances Committee.  Additionally, the Non-Executive Directors are entitled to remuneration by way of Commission for each financial year up to an aggregate limit of 1% of net profits of the Company, as approved by the Members at the Annual General Meeting held on October 29, 2010. The commission payable is determined by the Board based inter alia on the performance of, and regulatory provisions applicable to, the Company. As per the current remuneration policy, the Company pays equal amount of commission to Non-executive Directors on a pro-rata basis.  Details of the remuneration of the Non-Executive Directors of the Company for Financial year 2011-2012 are as under:

( in million) Name of Director Sitting Fees paid Commission payable Total Subhash Chandra 0.10 1.500 1.600 Ashok Kurien 0.30 1.500 1.800 #Rajan Jetley 0.04 0.375 0.415 Gulam Noon 0.06 1.500 1.560 M Y Khan 0.30 1.500 1.800 R. Vaidyanathan 0.24 1.500 1.740 Total 1.04 7.875 8.915

# Pro-rata payment till June 30, 2011  In addition to the remuneration, in October 2009 the Non-Executive Independent Directors were granted 20,000 Stock Options each (convertible into equivalent number of Equity Shares of  1 each of the Company) at an exercise price equivalent to Market Price, as per Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as on the date of grant of Option i.e.  239.80 per Stock Option. Consequent to issuance of Bonus Shares in ratio of 1:1, the said Stock Options were doubled to 40,000 each and the exercise price was reduced to  119.90 per Stock Option.  Particulars of Stock Options granted to the Non-Executive Independent Directors and outstanding as at March 31, 2012 is as under:

Name of Director Category Granted Vested Gulam Noon Non-Executive Independent 40,000 34,000 M Y Khan Non-Executive Independent 40,000 34,000 R. Vaidyanathan Non-Executive Independent 40,000 34,000 Total   120,000 102,000

The Non-Executive Independent Directors of the Company do not have any other material pecuniary relationships or transactions with the Company or its directors, senior management, subsidiary or associate, other than in normal course of business.