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Model Criteria of making Payment to NonExecutive Directors of the Company

BACKGROUND

------------------------------ Limited {including its subsidiaries, affiliates,associate(s), joint venture(s), group company (ies)} (hereinafter referredas the Company ) believes in the conduct of its affairs in a fair and

transparent manner by adopting highest standards of professionalism,honesty, integrity and ethical behavior and in complete compliance oflaws, as amended from time to time.

PAYMENTS & CRITERIA

At present there are total nine directors of the Board of Directors of theCompany {Board} out of which there are ----- (------) Non-ExecutiveDirectors who are also independent and the remaining ------(---------) areExecutive Directors.

Sitting fees

The Company, at present, pays sitting fees of Rs --------/- to Non-Executive Independent Directors for their attending each meeting of theBoard and its Committees. The amount is subject to revision from time totime.

The sitting fees are paid as per Article ---------------of the Articles ofAssociation of the Company and in pursuance of Sections 198, 309 & 310and other applicable provisions of the Companies Act, 1956. Theshareholders at the Annual General Meeting of the Company held in theyear---------------- have confirmed and approved the payment of sittingfees in terms of Clause 49 of the Listing Agreement and also authorizedthe Board to revise the same.

At present section 197 and other applicable provisions of the CompaniesAct 2013 and its Rules apply. {Companies [Appointment andRemuneration of Managerial Personnel] Rules 2014}.

Reimbursement

Besides the above, the non-Executive Directors are also reimbursedConveyance Expenses of Rs----------------/- (per meeting) for attendingthe Board, and/or Committee/s Meetings. The amount is subject to

revision from time to time.

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Commission

In view of increased roles and responsibilities in the context of expandingbusiness of the Company and valuable contribution made by the NonExecutive Directors by devoting extra time and efforts, the Board and

shareholders have approved in the year ------------- payment ofcommission aggregate not exceeding ---------- percent {----%} of thenet profits of the Company for each financial year calculated on itsstandalone audited results, subject to Rs --------- {------} lakhs perannum, payable annually, for a period of five years commencing from 1stApril ------ in compliance with sections 198, 309 & 310 and otherapplicable provisions of the Companies Act 1956.

At present sections 197, 198 and other applicable provisions ofCompanies Act 2013 and its Rules apply.

Compliance

The aforesaid are subject to revision/s and further compliances as per

applicable law/s prevailing from time to time including Section 149 &

Schedule IV of the Companies Act 2013 & Companies [ Appointment and

Qualification of Directors] Rules 2014.

No other payments

No other remuneration is paid/payable to the non-Executive Directors, atpresent.

Criteria in terms of Clause 49 /new Clause 49 {w.e.f. 1-10-2014}of the Listing Agreement.

The following are the overall criteria kept in view for fixing theremuneration, being applied uniformly, for all the non ExecutiveDirectors:-

Experience and qualification;

Skills and knowledge of the real estate/ allied Industry;

Expertise;

Responsibilities and duties;

Time & efforts devoted;

Value addition;

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Profitability of the Company & growth of its business;

Provisions of law with regard making payment of remuneration to non-Executive Directors including independent directors.

All the non-Executive Directors are eminent personalities, qualified andvastly experienced.

Implementation

The Nomination and Remuneration Committee of the Company shallrecommend to the Board of Directors for appropriate decision/s based on

the criteria laid down herein.