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Annual Report 2016-17
other companies and such other things.
Once the criteria are determined, the Board directs the Nomination and Governance Committee to compile prooles of
suitable candidates through networking, industry associations and business connects. The Nomination and Governance
Committee considers each and every proole on the decided parameters and shortlists the candidates. Shortlisted
candidates are then interviewed personally or through tele-conference by the Members of the Committee.
Once the Committee is convinced about a candidate’s competency, his/her business acumen, commitment towards his/
her association with your Company and his/her availability for your Company on various matters as and when they
arise, it recommends the candidate to the Board of Directors for its further consideration.
Employees’ remuneration
In terms of the provisions of Section 197(12) of the Act readwith Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees posted
in India and drawing remuneration in e[cess of the limits set out in the said Rules are provided in the Anne[ure B of the
Directors’ Report.
The details of employees posted outside India and drawing remneration in e[cess of the limits set out in the said Rules
can be made available on request.
Employee stock option plans
Your Company has various stock option plans for its employees. Details of the stock options granted under various
employee stock option schemes are anne[ed to this Report as Anne[ure C.
During the year under report, no employee has been granted stock options, equal to or e[ceeding 1% of the issued
capital (e[cluding outstanding warrants and conversions) of your Company at the time of grant.
In line with the Ind AS 102 on 'Share Based Payments', your Company has computed the cost of equity-settled
transactions by using the fair value of the options at the date of the grant and recognized as employee compensation
cost over the vesting period.
:eighted average e[ercise prices and weighted average fair values of options:
The Binomial tree valuation model has been used for computing the weighted average fair value of the stock options
granted during the onancial year 2016-17 and 2015-16 considering the following inputs:
Particulars
March 31, 2017
March 31, 2016
Scheme XII
Scheme XI
:eighted average share price (
`
)
700.50
583.66
E[ercise Price (
`
)
10
10
E[pected Volatility
51.00%
35.08%
/ife of the options granted (Vesting and e[ercise period)
2.5 Months
3.5 Years
Dividend Yield
1%
1%
Average risk-free interest rate
7.1%
7.8%
E[pected dividend rate
60%
60%
No new options were granted to the Independent Directors of your Company during the year under report.
Shares held by Independent Directors of your Company as on March 31, 2017 are as under:
Name of the Director
Shares held
(through
exercise of
vested Stock
Options)
Shares held
(through
allotment under
a pre IPO
scheme)
Shares held
(through
market
purchase / IPO)
Total Shares
held
Ms. Roshini Bakshi
Nil
Nil
Nil
Nil
Mr. Pradeep Bhargava*
13,600
Nil
Nil
13,600
Mr. Sanjay Bhattacharyya**
14,000
Nil
Nil
14,000
Mr. Thomas (Tom) Kendra
#
Nil
Nil
Nil
Nil
Mr. Prakash Telang*
14,000
Nil
4,000
18,000
Mr. Kiran Umrootkar*
6,000
Nil
Nil
6,000
*
Shares held jointly with the spouse
**
Out of 14,000 equity shares, 10,500 shares are jointly held with Mrs. Rita Bhattacharyya
#
The designation of Mr. Thomas Kendra has changed from 'Independent Director' to 'Non-E[ecutive Non-Independent Director' with effect
from April 1, 2017