SECURITIES AND EXCHANGE BOARD OF INDIA

PRIMARY MARKET DEPARTMENT

SEBI/PMD/MBD/ESOP/2/2003/30/06

June 30 , 2003

To All Registered Merchant Bankers

Dear Sirs,

Sub: Amendment to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 were notified and came into effect from 19th June, 1999. Due to various developments in the market since 1999 and various representations/ clarifications sought by the companies, SEBI set up a Committee under the Chairmanship of Prof. J. R. Varma to review the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The recommendations of the Committee were made available at SEBI Website for receipt of public comments.

The Board, after considering the recommendations of the Committee and the public comments, has approved certain modifications to be incorporated in captioned Guidelines. Accordingly, the amendments to the captioned Guidelines have been made in exercise of powers conferred under section 11(1) of SEBI Act, 1992. The amendments are enclosed. You are directed to ensure compliance with the Guidelines.

These amendments except clauses 22.3 and 22.6 shall come into force with immediate effect. Clauses 22.3 and 22.6 shall come into force on the date/s specified by the Board.

The amended guidelines are also available in SEBI website i.e. www.sebi.gov.in

Yours faithfully, Sd/-

(Neelam Bhardwaj)

Deputy General Manager

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