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APPT/BCL/NCR/F Date:01stJuly 2006

HemantKhator
Houseno-l242,Sec37
Faridabad

DearHemant,
and the subsequentinterview,we have pleasurein
With referenceto your application
offeringyouan appointmentas "Officer(S1level)"in BhartiComtelLtd.Thetermsand
of yourappointment
conditions -
areas follows:

1. APPOINTMENTS ANDCOMPENSATION: -
1.1your dateof joiningis July 1,2006.Thetermsandconditions shall
of appointment
be effectivefromyourdateof joining.
1.2yourAnnualCostto Companyis Rs 121,344t-. refertoAnnexurenA'.
Fordetails

2. ANDTAXES:-
EMOLUMENTS

rA'
2.1 as per the detailsprovidedin Annexure
you will be paid remuneration
annexedhereto.

2.2 you shallbe solelyresponsible stateor

for payingany taxes,director indirect,
local,whetherpayablein India or elsewhere,which may resultfrom your
remuneration.The Companyshallbe entitledto deductfromyourremuneration,
incometax,othertaxesand levieswhichit is liableto deductat source.

3. PROBATION

for a periodof six monthsfromthe dateof joining

3.1 you shallinitiallybe on probation
the Company.The samemayhowever,be extendedif so deemednecessary by the
of theComPanY'
management

of probation
3.2 On completion as thecasemaybe,the
period,eitherinitialor extended,
your employment with the
A..r Management may in its sole discretion confirm
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BhartlGomtel Limited
 bhgrti
be deemed to be on
Company, by issuing a letter to the said effect. You will
probationtill you receivethe letterof confirmationfrom the Management'

4. TERMINATION:'

by the
During the probationperiod, your services may be terminated
Management withoutnoticeand withoutassigningany reasontherefore'After
yourconfirmation, the Management may terminate your employment' by giving
any
two month'swrittennoticeor basicsalaryin lieu thereofwithoutassigning
reasons.Similarly, you can leavethe servicesof the Companywithtwo month's
noticein writingor basicsalaryin lieuthereofafteryourconfirmation'

4.2 your employmentshall stand terminatedforthwithon the happeningof the

following:

or
moralturpitude;
lf youareheldguiltyof anyoffenceinvolving
i.
ii. date,unlessextended
lf youdo notjoinwithinthestipulated in writing'

4.3 Upontermination of youremployment, you (or yourlegalheirsas the casemay

returnto the Company, any and all documents' manuals'
be) shallimmediately
documented information
confidential (withoutmakingany copiesthereofand/or
extractstherefrom),kitsand otherpropertybelonging to the companythat may
be entrustedto and/or placedin yourpossession by virtueof and/or duringthe
courseof your employment with the company.You (or your legalheirsas the
casemaybe)shallalsodeliverto the companyimmediately all notes,analyses,
thereto'
andworkingpapersrelating
summaries

'
5. lNlTlAL POSTINGAND TRANSFER:

NCR'
5.1 Your initialplaceof postingshallbe at any locationwithin

you will be liable to be

5.2 However, at the sole discretion of the Management,
in India or abroad
transferred/deputed from one place to another any where
to another
and/or from one departmentto another or from one establishment
affiliates,associates,
and/orto any other concernincludingto any of company's

2
 bherti
groupcompaniesand/orentitiesin whichthe Companymay be havingany
Interestwhetherexistingor whichmaybe set up in future.

5.3 You will also work, if required,for the Company'saffiliates/associates/group

companies. Thesalaryandemoluments mentioned
hereincoveryourservicefor
BHARTICOMTELLIMITED,
as wellas for anyof its affiliates/associates
/ group
companies.

6. GENERALEMPLOYMENT -
OBLIGATIONS:

6.1 Duringyour employment with us, you shall not be engaged,concernedor

interested
directlyor indirectly
in any otheroccupation,
business
or employment
whatsoever(eitherfor remunerationor on a honorarybasis),and shalldevote
your wholetime,attentionand abilitiesexclusively
to the performanceof your
dutiesand shallfaithfullyservethe Companyand use your bestendeavorto
promotethe interestand businessthereof.

6.2 You shallbe governedby the servicerulesand regulations

of the Company,
as
amendedby the Management,
fromtimeto timeIncluding
the Codeof Conduct,
the termsof whichare herebyincorporated
by reference.
You shallabideby and
carry out operationalinstructlons/procedures
as containedin the Company's
guidelinesand other administrative instructions
as may be issued by the
Management
fromtimeto tlme.

6.3 Theworkproductgenerated
by youwhileperforming
the servicesduringthe term
of your employment,
includingall electronicdata, papers,worksheets,
logs,
records,reports,documents,
trainingmaterialand othermaterials
developed
or
preparedby you, shall be the sole and exclusivepropertyof the Company.
Withoutlimitingthe generalityof the foregoing,the Companywill own all
propertyrightsin any work, invention,
intellectual discovery,improvement
or
design,whichyoumakeor conceive:

While employedby the Companyand in connectionwith the businessof

the Companyor a relatedbody corporate;or
il. By using the resources, facilities, or confidential Informationof the
Companyor its affiliates/associates/group
companies.

Bharti Comtel Limited

(A 100%subsidiary
of BhartiAirtelLimited)
 bherti
For the purposesof this clause,intellectual
propertyrightsinclude,but are not
limitedto, rightsin relationto or arisingfrom patents,designregistrations,
trademarks You undertake
and copyright. to executenecessarydocuments
and
do all suchacts,at the requestof the Companythat may be requiredto give
effectto thisprovision.
Youshallreturnto the Companysuchmaterials
uponthe
of your employment
termination or at the requestof the Companyat any time
duringthetermof youremployment.

6.4 You will be responsible

for the safecustodyof all documents,
manualsand kits
and otherpropertybelongingto the Companythat may be entrustedto and/ or
placedin your possessionby virtueof and/ or duringthe courseof your
withthe Company.
employment

6.5 informedof your latestpostaladdressat all

You shallkeepthe Management
timesand intimatein writingin caseof changeof address.Any communication
sent to you by the management on your last knownaddress(as intimated
by
the factthatyou
you)shallbe deemedto havebeendulyservednotwithstanding
havechangedyouraddress.

7. -
CONFIDENTIALITY:

7.1 You shall not, except as authorizedor required by your obligationsin terms
hereof, reveal to any person or entity any of the trade secrets, secret or
confidentialinformation,informationcontainedin any manualsor dealingsor any
informationconcerningthe organization,business,finances, transactionsor
affairs of the Company and/or its affiliates/associates/groupcompanies
('confidentialinformation'),which may come to your knowledgeand/ or be
impartedto you by the Companyduring his employmenthereunder. You shall
hold in strict confidence,all such confidentialinformation.This restrictionshall
surviveterminationof your employmentwith the Companywithoutlimitin pointof
time but shall cease to apply to informationor knowledgewhich may come into
the publicdomainwithoutany of faulton your part.
7.2 You shall not duringthe term of your employmentor at any time thereafter,use
or permit to be used, any information,notes or memorandarelating to the
business and/ or transactions of the Company and/or its

Bharti Comtel Limited

 bhgrti
companieswhich may come to your knowledgeand/
affiliates/associates/group
for any purpose
or possessionby virtue of his employmentwith the Company
other than for the benefitof the Company'

7.3 you acknowledgethat the violationof any of the provisionsof clause 7 hereof
be reasonably
will cause irreparableloss and harm to the Companywhich cannot
the
accordingly,
or adequatelycompensatedby damagesin an actionat law, and
reliefto preventor
Companywill be entiiled,to injunctiveand other equitable
for any such relief
cure any breach or threatenedbreach thereof, but no action
for damages.
shall be deemedto waive the right of the company to an action

'
BENEFITS:
1. LEAVESANDOTHERSERVICE

you will be entifledto leave,holidaysand otherservicebenefitsas perthe rules

you will be
of the Companyas amendedfrom time to time.Afterconfirmation,
per the rules of the
entiled to leave,holidaysand other servicebenefitsas
management as framedfrom time to time and applicableto your cadrein the
office/establishmenUdepartment in whichyouarefor the timebeingposted.

2. -
RETIREMENT:

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-
OF EMPLOYMENT:
CONTINUATION
3.

10.1 thatthisemployment
lt is understood is beingofferedto you on the basisof the
particularssubmittedby you with the company at the time of recruitment
process.However,if at any time it shourdemergethatthe particulars furnished
or if any materialor relevantinformationhas been
by you are false/incorrect
suppressedor concearedthis appointment wiil be consideredineffectiveand
forthwith
irregurarand wourdbe riabreto be terminatedby the management
to
withoutnotice. Thiswill be withoutprejudiceto the rightof the management
actionagainstyouforthesame'
takedisciplinary

5
 b@i
10.2 Your appointmentand its continuationis subjectto your being medicallyfit and
the Managementreservesits right to ask you to undergomedicalexamination,
as and when deemednecessary.

'
I l.GOVERNINGLAW AND JURISDIGTION:

This appointmentlettershall be governedand construedin accordancewith the

laws of India.lt is agreedthat any disputeof whatsoevernaturebetweenyou and
managementwill be subjectto exclusivejurisdictionof courtsof [Delhi]whether
they be civil courts, labour courts, industrialtribunalsor any other courts or
authorityof whatsoevernature.
In case this offer of employmentis acceptableto you, pleasesign the duplicate
copy of this letterand returnto us as a token of your acceptanceof the terms and
conditionsof employmentofferedto you. You are also requestedto indicatethe
date on whichyou are willingto join the Company.

12. Please note that your appointment letter is subject to your submission of all below
mention documents and satisfactory verification by us.

o 10 Passportsize colorphotographs
. Proofof age certificatealong with a Photocopy.
r Proofof Academicffechnical qualifications
along
with their photocopies.

Yoursfaithfully,
ForBhartiComtelLtd. .

Manager- Human Resources

I have gone throughthe aforesaidterms and conditions/ terms of appointment

and have fully understoodthe same. I herebyacceptthe above appointmenton
the terms and conditionsstated hereinabove.

Dated
Signature

Lim'led)
Ai*et
Bha*i
of
Bharti Comtel Limited
 Comtel Ltd. (Bands Sl,S2,S3 & S4)

Salary Structure Annexure "A"

Name Hemant Khator

Designation& Band Officer (Sl level)
Location NCR
Deptt. F&A
DOJ 1'Jul-06

TotalCost To GomPanY
Fixed PaY (A) ,. = , i =:
= = rr: :!,:, :i ,r: E: E
SalaryComponent
BasicPay 3500 42000
HRA 1750 21000
Conveyance 800 9600
SpecialAllowances 3642 43704
FROSS SALARY 9692 116304.
ProvidentFund(PF) 420 5040
ESIC 0 0
T6talCost To GomPanY
(TCTC). 10112 121344

TO THEABOVEYOUWILLALSOBE ENTITLED
NOTE1: IN ADDITION TO A DEFERRED
INCOMEPLANPAYABLEON GOMPLETION OF TWOYEARSCONTINUOUS SERVICE
WITHTHECOMPANY. THEDETAILSOF THESCHEMEWILLBE INFORMED TO YOU
DURING INDUCTION.

NOTE2: IN CASEIF YOUARENOTCOVEREDUNDERESICYOUWILLBE COVERED

UNDERTHEGROUPMEDICAL INSURANCESCHEMEFORSELFANDFAMILYFORA
SUMOF RS.1.OO COMPANY
LAKHPERANNUM,PERFAMILYUNIT.THE WILLBEAR
lsOy,OF THEpREMIUM AMOUNTONTHISACCOUNT

G5neral Manager- HR Signature of the EmPloYee