25th Annex to the Directors’ Report

25th Annex to the Directors’ Report

Disclosure pursuant to Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

Details of stock options granted, vested, exercised and lapsed during the year under review are as under:

Scheme(s) Grant Price () Options Granted Options Vested Options Exercised &Shares Allotted* Options Lapsed Total Options in force as on March 31, 2011
ESOS – 2007 164.65 Nil 1,99,185 4,32,483 21,100 1,59,325
ESOS – 2011 317.85 11,72,849 Nil Nil 11,72,849

* One (1) share would arise on exercise of one (1) stock option.

OTHER DETAILS ARE AS UNDER:

Options granted during the year : During the year, the Company granted 11,72,849 stock options on February 10, 2011 (each option carrying entitlement for one share of the face value of 10 ) to the directors and eligible employees at a grant price of 317.85 per share.
Pricing formula for the Scheme(s) : ESOS 2011 :The closing price on February 9, 2011 on the Bombay Stock Exchange Ltd (BSE) was taken as grant price. This was the latest available closing price on the stock exchange having higher trading volume.
Money realised by exercise of options : The Company received 7.12 crores on account of stock options exercised during the year.
Details of options granted to: i: Directors & Senior managerial personnel ii: Any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year iii: identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital of the Company at the time of grant : ESOS 2011 : 4,35,059 options were granted to Directors & Senior managerial personnel of the Company. Mr Sudhin Choksey, Managing Director has been granted 70,000 options representing 5.97% of the total grant. No director or employee has been granted options equal to or exceeding 1% of the issued equity share capital of the Company
Variation of terms of options :

Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) – 20 :

Nil

26.13

Disclosure of difference between the employee compensation cost using intrinsic value of stock options instead of fair value of the options and the impact of difference on profits and on EPS of the Company : ESOS 2011 : Since the options were granted at the market price, the intrinsic value of the option is nil. Consequently the accounting value of the option (compensation cost) was also nil. However, if fair value of the options according to Black-Scholes–Mertons Option Pricing Model was to be used for calculating the accounting value of the option, the compensation cost would have been 64.92 lacs, the profit after tax would have been lesser by 64.92 lacs and basic and diluted EPS would have been 26.01 & 25.94 respectively.
Weighted-average exercise prices and weighted-average fair values of options : ESOS 2011 :All the options were granted at an exercise price of 317.85 per option and hence the weighted average price is 317.85 per option. The weighted average fair value of the option (using the Black-Scholes–Mertons Option Pricing Model) works out to 51, 67 and 75 for the options vesting on February 10, 2012, February 10, 2013 and February 10, 2014 respectively.
A description of the method and significant assumptions used during the year to estimate the fair values of options, at the time of grant including the following weighted-average information:

(a) risk-free interest rate, (b) expected life, (c) expected volatility of share price (d) dividend yield rate (e) the price of underlying share in the market at the time of option grant :

ESOS – 2007
Assumption Parameters November 20, 2008 November 20, 2009 November 20, 2010
Risk free interest rate(%) 7.50 7.61 7.66
Expected life (days) 324 690 1055
Expected volatility of share price (%) 25 25 25
Dividend yield rate (%) 3.75 4.75 6.25
Market price of equity shares on the date of grant ranged from 161 to 183 161 to 183 161 to 183
ESOS – 2011
Assumption Parameters February 10, 2012 February 10, 2013 February 10, 2014
Risk free interest rate(%) 7.54 7.65 7.85
Expected life (days) 455 821 1186
Expected volatility of share price (%) 30 30 30
Dividend yield rate (%) 2.20 2.90 3.75
Market price of equity shares on the date of grant ranged from 316 to 330 316 to 330 316 to 330