DIRECTORS TO THE SHAREHOLDERS
Your Directors present their Twenty-fourth Annual Report together with the auditedaccounts of your Company for the year ended 31st March, 2011.
| FINANCIAL RESULTS | | Rs. in Million |
| For the year ended 31st March | 2011 | 2010 |
| Income | 50,807 | 45,747 |
| Profit before Interest, Depreciation and tax | 10,442 | 11,726 |
| Interest | (999) | (1,600) |
| Profit before Depreciation and tax | 9,443 | 10,126 |
| Depreciation | (1,383) | (1,299) |
| Profit before tax | 8,060 | 8,827 |
| Provision for taxation | (1,093) | (1,314) |
| Profit after tax before non-recurring / exceptional items | 6,967 | 7,513 |
| Non-recurring / exceptional items | - | (85) |
| Profit for the year after tax and non-recurring / exceptional items | 6,967 | 7,428 |
| Balance brought forward from previous year | 17,739 | 13,497 |
| Profit available for appropriation | 24,706 | 20,925 |
| Transfer to Debenture Redemption Reserve | (702) | (1,935) |
| Dividend Final Dividend* | (6) | - |
| - Final (Proposed) | (504) | (428) |
| Tax on dividend - On final dividend | (83) | (73) |
| Transfer to General Reserve | (1,000) | (750) |
| Balance carried forward | 22,411 | 17,739 |
* In respect of equity shares issued pursuant to ESOP after 31st March, 2010 but beforebook closure date, the Company paid dividend of Rs. 6 Million for the year 2009-10 and taxon dividend of Rs. 1 million.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 4 per Equity Share, payableto those Shareholders whose names appear in the Register of Members as on the Book ClosureDate.
The equity dividend outgo for the financial year 2010-11, inclusive of tax ondistributed profits would absorb a sum of Rs. 586 Million (Rs. 501 Million for theprevious year) at Rs. 4 per Equity Share).
CHANGES IN SHARE CAPITAL
During the year under review, your Company allotted 3,635,367 equity shares of facevalue Rs. 10 each on the exercise of stock options under its various Employee Stock OptionPlans and consequently the number of issued, subscribed and paid-up equity shares hasincreased from 122,320,114 equity shares to 125,955,481 equity shares of Rs.10 eachaggregating to Rs. 1,259,554,810.
BUSINESS PERFORMANCE / FINANCIAL OVERVIEW
Your Company is a leading Telecom focused provider of IT Services and Solutions toGlobal Telecommunication Industry, encompassing Telecom Service Providers (TSPs), TelecomEquipment Manufacturers (TEMs) and Independent Software Vendors (ISVs). Your Companyserves a broad spectrum of customers in the telecom ecosystem 2010-11 was a momentous yearfor your Company with revenues exceeding a billion dollars for the first time. YourCompany's deep domain capabilities and commitment to the industry was yet again recognizedby leading industry forums and clients this year. For the second consecutive year, yourCompany won the 2011 AT&T Supplier Award for its support to AT&T and itsaffiliates. Recognizing Tech Mahindra's exceptional business performance for the year 2010in the Indian region, your company was also awarded the 'System Integrator of the Year inthe Telecom sector' by a leading global Analyst and Research firm as a part of the IndiaIT & Telecom Excellence Award.
Your company has been providing complex solutions to telecom companies over the last 20years, with a robust "six pillars" strategy with services spanning across ITapplications; Network Technology Solutions and Services, BPO (which has been rebranded asBusiness Services Group-BSG), Infrastructure Management Services (IMS), Security Servicesand Value Added Services (VAS). It has augmented its capabilities by adding serviceofferings in IT and other areas in which its customers have significant expenses. In viewof the evolving demands of our clients, your company is constantly looking at avenues tostreamline its offerings. With the changing demands of our customers and increasinglyconnected nature of various platforms in our customers business portfolio, we combinedthree key capabilities namely - contact centres and customer relationship platforms,internal business services like provisioning and activation, and Consulting focused aroundprocess improvements into a new unit called Business Services Group (BSG). This new groupwould integrate offerings across the capabilities to deliver business value to ourcustomers.
With the convergence of media and telecom, the landscape of the telecom industry isbecoming extremely competitive. Your Company has helped various customers in theirtransformation journey with differentiated services and flexible partnership models.During the year under review, your Company has further broadened its relationship with itskey customers by expanding its service offerings to cover a wide range of the customers'businesses. It had 128 active relationships in FY11 as compared with 113 Active Clientrelationships in the previous year
Your company has augmented its footprint in geographies like Philippines, Australia andAfrica with expanded reach and addition of new services and customers. Your Company nowhas 15 delivery centers and 17 regional offices supported by the competency and solutionsunits and it strongly believes that this model enables it to deliver superior solutions toits clients, spread in over 40 countries.
In line with its commitment to innovation and new technologies, your company has openeda Cloud Competency Lab that will develop business use cases, customer specificdemonstrations and solutions specific to the Telecom domain. Furthermore, your companyinaugurated its Innovation Center for Mobility Solutions in Toronto to serve NorthAmerican operators.
During the year under review, total income increased to Rs. 50,807 Million from Rs.45,747 Million in the previous year, growth of 11%. On a consolidated level, total incomeincreased to Rs. 52,577 Million from Rs. 47,008 Million in the previous year, growth of12% During the year, 50.5% consolidated revenue came from Europe, 29.9% came from Americasand 19.6% came from Rest of the World (ROW).
The Profit before interest, depreciation and tax amounts to Rs.10,442 Million againstRs. 11,726 Million in the previous year.
The Profit before depreciation and tax amounts to Rs. 9,443 Million (19% of income) asagainst Rs. 10,126 Million (22% of income) in the previous year. Profit after tax, beforeexceptional items, amounts to Rs. 6,967 Million as against Rs. 7,513 Million in theprevious year. On a consolidated level, Profit after tax, before exceptional items,amounts to Rs. 7,458 Million as against Rs. 7,117 Million in the previous year.
UPDATE ON SATYAM COMPUTER SERVICES LIMITED (MAHINDRA SATYAM)
The financial Year 2010-11 has been a momentous year for Satyam Computer Services Ltd(Mahindra Satyam). Mahindra Satyam from a phase of revenue declines, managed to exit theyear with two quarters of decent growth in revenues and profitability. For Mahindra Satyamthe year saw a number of stellar achievements; beginning with its flawless execution ofthe FIFA World Cup in June 2010. On the financial reporting front, Mahindra Satyamcompleted the restatement of past financials, and achieved currency in reporting. Anothersignificant milestone was the settlement of various legal issues like the Upaid case, theClass Action suite and the Securities and Exchange Commission, USA settlement.
Mahindra Satyam's Consolidated Revenue for FY11 was Rs. 51,450 millions, the ProfitBefore Interest, Tax, Depreciation and Amortisation and before exceptional items was Rs.7,493 millions. Profit After Tax (before exceptional items) was Rs. 4,971 millions.
Mahindra Satyam continued to march ahead and remains one of the largest Indian ITsoftware and services companies with a marquee client base spread across Banking,Financial Services & Insurance (BFSI), manufacturing, retail, transport, logistics,telecom, media, healthcare and pharma etc. The Company's belief that the acquisitionpresented a compelling strategic opportunity has been vindicated in FY 2010-11.
Post acquisition, the new management of Mahindra Satyam has brought about significantchanges in operating policies and procedure to facilitate not only the revival of MahindraSatyam but also to help it grow sequentially from a phase of declining revenues witnessedin the previous year.
RECENT MATERIAL CHANGES
During the year, British Telecommunications Plc. (BT) sold 6,900,000 shares aggregating5.48% to Mahindra & Mahindra Ltd (M&M) by way of an inter se transfer between thepromoters. BT also sold 1,270,000 shares aggregating to 1.009% on the stock exchange.Pursuant to these transfers of shares, M&M's holding in the Company as on 31st March2011 was 48.17% and that of BT was 23.46%.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report, which forms part of this Annual Report.
QUALITY
We continue our journey towards excellence with a very critical focus on quality.Continuous improvement of process and enabling technologies that meet client expectationis a way of life in your Company. There is a very robust process framework which isimplemented to ensure greater customer satisfaction through improved quality, higherproductivity and reduced cycle time.
Like in the past, your company was successful in all the surveillance audits andcontinues to be certified for ISO 9001:2008, ISO/IEC 20000-1:2005, ISO/IEC27001:2005,BS25999:2008, SSE-CMM Level 3 and SEI-CMMI Level 5. We are also assessed at Stage 4 of theMahindra Quality Way which is a structured approach to quality improvement and a strategictool for efficiently achieving business goals.
Our quality department undertakes change management initiatives to drive Quality andProductivity improvements across the organization, and institutionalizes these through thebalanced scorecard.
HUMAN RESOURCES
During the Financial Year 2010-11, your Company, along with its subsidiaries, made anet addition of 4,809 to its workforce. The strength was 38,333 as at 31st March 2011, ascompared to 33,524 a year before, registering an increase of 14.3%. BPO headcount includedin this figure is 11,011 up from 8,067, a year before.
Your Company believes in nurturing talent, motivating indigenous innovation andpromoting leadership development. Your Company's talent management and leadershipdevelopment programs have been operational for several years and your Company's employeeslook forward to participating in them.
Apart from providing new platforms for associates to enhance their business acumen,your Company has implemented various training programs to provide them with relevantindustry exposure. One such program is the Executive Post Graduate Diploma in TelecomManagement in collaboration with Symbiosis Institute of Telecom Management (SITM). Theprogram offers in-depth knowledge on telecom concepts and general business management thathelps your Company to be prepared for the ever changing telecom market, thus nurturing theleadership talent within the organization.
There is no dearth of talent in your Company and, to tap this talent and to nurturetheir skills your company has introduced Young Leaders Program (YLP). This program aims togroom the upcoming talent and help them move from a Team Member's role to a Team Leader'srole, focusing on their competencies for managerial roles. Further to YLP, an in-houseLeadership Development Program - Excellence in Leadership Program (ELP) grooms thepromising leaders of your Company to step up from a Manager's role to a Business Leader'srole.
The Mature Talent Program that taps associates from different industries who bring intheir expertise and thus helps to incubate the best practices within the organizationcontinues. The associates are then groomed and absorbed into the organization culture toperform and grow.
The Global Leadership Cadre (GLC) program, has entered into its sixth fruitful year,and continues to infuse fresh ideas and young talent into your Company. The associates inthis cadre are young management graduates from Tier I Business institutes across the globeand technical specialists from within the organization. Members of this elite cadrecontinue to showcase their talent and their ability to adapt and learn and innovate, whichhelps them in accelerating their career progression. This program strengthens yourcompanies succession planning. Complementing the GLC program is the Management Trainee(MT) program in which candidates from Business Schools across India are recruited andgroomed to take on to the path of Global Leadership Cadre.
SUBSIDIARY COMPANIES & ASSOCIATE COMPANY
During the year under review, the Company incorporated a new subsidiary at Brazil viz. Tech Mahindra Brasil Servicos De Informatica LTDA. This is a wholly ownedsubsidiary of your Company.
As on 31st March 2011, your Company had 15 subsidiaries, including one step-downsubsidiary & an associate company viz. Satyam Computer Services Limited (SCSL)(Mahindra Satyam with its subsidiaries). There has not been any material change in thenature of the business of the subsidiaries. As required under the Listing Agreements withthe Stock Exchanges, the Consolidated Financial Statements of your Company and all itssubsidiaries are attached. The Consolidated Financial Statements have been prepared inaccordance with Accounting Standards (AS) 21, AS 23 and AS 27 issued by The Institute ofChartered Accountants of India and show the financial resources, assets, liabilities,income, profits and other details of your Company and its subsidiaries as a single entity,after elimination of minority interest. As required by AS 23 "Accounting forInvestments in Associates in Consolidated financial statements", the Company hasfollowed Equity method of Accounting & its results include share in profits/(loss) ofits associate company SCSL. In terms of general exemption granted by the Ministry ofCorporate Affairs under section 212(8) of the Companies Act, 1956, the Copy of the BalanceSheet, etc. of the subsidiaries are not required to be attached with the Balance Sheet ofthe Company. The Company Secretary will make these documents available upon receipt ofrequest from any member of the Company interested in obtaining the same. These documentswill be available at Registered Office / Corporate Office of the Company and the office ofthe respective subsidiary companies, during working hours up to the date of the AnnualGeneral Meeting.
EMPLOYEE STOCK OPTION PLAN
Details required to be provided under the Securities and Exchange Board of India(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are setout in Annexure I to this Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is committed to play its role as an enlightened corporate citizen &continues to earmark 1.5% of its Profit After Tax (PAT) every year on CSR activities. CSRactivities are mainly carried through Tech Mahindra Foundation.
Tech Mahindra Foundation
Tech Mahindra Foundation was established in its present form in 2006 by Tech Mahindraas one of the major manifestations of its Corporate Social Responsibility. Tech MahindraFoundation (TMF) focuses on activities for Social and Inclusive Development mainly in thearea of education particularly education of girl child. The Foundation works through fourbroad areas of community intervention that are fundamental to a nation's sustainabledevelopment:
A) Education - Child development through support of Education - special thrust onmunicipal school students and school dropouts. There is a special focus on improvement ofEnglish standards in these Schools.
B) Women's Empowerment - with focus on underprivileged girls and women from theminority community
C) Empowering People With Disability (PWD) with special focus on Visually Impaired (VI)- to live life with dignity and honour through appropriate training and technologyinterventions. TMF has today carved a niche for itself in the country in the domain ofenabling the VI through partnerships with outstanding & committed individuals(themselves VI in many cases) or organisations led by inspirational and passionateactivists
D) Vocational Training (VT) - to underprivileged youth so that they find suitable jobsas per market needs. Special thrust is on employability TMF seeks to achieve itsobjectives by working in partnership with those who share its goals and values and havedemonstrated competence, dedication and integrity. Beginning on a relatively small scalein Pune, the Foundation has grown rapidly and today has a large number of outstandingpartners in Maharashtra, Delhi-Noida region and Bangalore.
Besides providing the Foundation with a healthy corpus of Rs. 15 crores while foundingTMF, the Company contributes 1.5% of its profit after tax. TMF has a corpus of Rs. 43.84Crores as on 31st March 2011 and contributed Rs. 7.42 Crores as grant to variousorganizations during the year 2010-11.
SUSTAINABILITY
As a part of a responsible business group having a global presence, your Company hastaken considerable steps not only in creating "Green" strategies but alsodeveloped a culture that takes accountability for every dimension of social, cultural,economic and environmental governance, creating sustainable value for all itsstakeholders.
Your Company has been participating in the Sustainability Reporting of the MahindraGroup since FY 2007-08. During the year under review the 3rd Sustainability Report for theyear 2009-10 was released. All these reports were in accordance with the latest guidelinesof the internationally accepted, Global Reporting Initiative (GRI). This report wasassured by Ernst & Young and conforms to the highest level for reporting'Sustainability' performance, which is A+. The report and the performance rating of A+ waschecked and confirmed by GRI*. The detailed Group Sustainability Reports are available onthe website http://www.mahindra.com/How-We-Help/Environment/Sustainability-Reports
In order to take a structured path for reducing its carbon footprint, your Company hasdeveloped a 5 Year Sustainability Road map. This would help in consciously reducing GHGemissions and waste, as well as conserve water, bio-diversity and natural resources.
During the year the company also made a beginning for encouraging Sustainable practicesby our business partners. Our Sustainable Supply Chain Management process promotes goodgovernance and shared commitment to Environmental, Social and Management best practicesand their continual improvement, within Global Parameters.
*GRI is a Netherlands based multi-stakeholder network of experts worldwide, which haspioneered the development of the world's most widely used sustainability reportingframework. United Nations is one of its key stakeholders. This reporting framework setsout the principles and indicators that organizations can use to measure and report theireconomic, environmental, and social performance.
CORPORATE GOVERNANCE PHILOSOPHY
Your Company believes that Corporate Governance is a voluntary code of self-discipline.In line with this philosophy, it follows healthy Corporate Governance practices andreports to the shareholders the progress made on the various measures undertaken. YourDirectors have reported the initiatives on Corporate Governance adopted by your Company inthe section 'Corporate Governance' in the Annual Report.
DIRECTORS
Mr. Anupam Puri, Mr. Bharat N. Doshi, Dr. Raj Reddy, and Mr. Paul Zuckerman retire byrotation and being eligible, offer themselves for re-appointment.
Mr. Richard Cameron, nominee of British Telecommunications plc. was appointed asDirector in the vacancy caused by the resignation of Mr. Arun Seth at the Meeting of theBoard of Directors held on 22nd January 2010.
Mr. Richard Cameron holds office upto the date of the forthcoming Annual GeneralMeeting as Mr. Arun Seth, in whose place he has been appointed, would have retired byrotation at the forthcoming Annual General Meeting.
The Company has received a Notice from a Member under Section 257 of the Companies Act,1956, signifying his intention to propose Mr. Richard Cameron for the office of Director.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors, based on therepresentation received from the Operating Management and after due enquiry, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards havebeen followed;
ii. they have, in the selection of the accounting policies, consulted the StatutoryAuditors and these have been applied consistently and reasonable and prudent judgments andestimates have been made so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2011 and of the profit of the Company for the year ended on thatdate;
iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. the annual accounts have been prepared on a going concern basis.
AUDITORS
M/s. Deloitte Haskins & Sells, Chartered Accountants, the Auditors of your Company,hold office up to the conclusion of the forthcoming Annual General Meeting of the Companyand have given their consent for re-appointment. The shareholders will be required toelect auditors for the current year and fix their remuneration. Your Company has receiveda written confirmation from M/s. Deloitte Haskins & Sells, Chartered Accountants tothe effect that their appointment, if made, would be in conformity with the limitsprescribed in Section 224 of the Companies Act, 1956. The Board recommends there-appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as the Auditorsof the Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities that are being carried on by your Company, Rules 2Aand 2B of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules, 1988, concerning conservation of energy and technology absorption, respectively arenot applicable to your Company. Your Company being a software solution provider requiresminimal energy consumption and every endeavour has been made to ensure the optimal use ofenergy, avoid wastage and conserve energy as far as possible.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings of your Company during the year were Rs. 42,087 Million(Previous Year Rs. 51,274 Million), while the outgoings were Rs. 17,616 Million (PreviousYear Rs. 18,087 Million).
During the year under the review 83% of your Company's revenues were derived fromexports.
PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Act and the Rules made thereunder, is to be provided in an Annexure to this Report. However, as per the provisions ofSection 219(1)(b)(iv) of the Companies Act, 1956, the Directors' Report being sent to theshareholders does not include this Annexure. Any shareholder interested in perusing a copyof the Annexure may write to the Company Secretary at the Registered Office / CorporateOffice of the Company.
DEPOSITS AND LOANS/ADVANCES
Your Company has not accepted any deposits from the public or its employees during theyear under review. The particulars of loans/advances and investment in its own shares bylisted companies, their subsidiaries, associates, etc., required to be disclosed in theannual accounts of the Company pursuant to Clause 32 of the Listing Agreement arefurnished separately.
AWARDS/RECOGNITION
Your Company continued its quest for excellence in its chosen area of business toemerge as a true global brand. Several awards and rankings continue to endorse yourCompany as a thought leader in telecom industry.
Awards for the year
• Won the AT&T Supplier Award 2011 for outstanding performance & serviceto AT&T and its affiliates for the second consecutive year. Tech Mahindra Ltd. is oneof top 7 vendors selected for this award this year.
• 'System Integrator of the Year in the Telecom sector' award by a leading globalAnalyst and Research firm as a part of the India IT & Telecom Excellence Award. Thisaward recognizes Tech Mahindra's exceptional business performance for the year 2010 in theIndian region.
• Winner of CMAI's 5th National Telecom Awards 2011 for "Excellence inInnovation with Rural Telecom Focus".
• Ranked 12th in Gartner's annual ranking of Worldwide Telecom OperationsManagement Systems 2010.
• Tech Mahindra BPO is amongst India's Top ITeS and BPO Companies (by employeestrength) - Dun & Bradstreet 2010.
• Tech Mahindra Ltd. is positioned in the strong performers category in ForresterWave for Global IT Infrastructure Outsourcing, 2011.
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the contributions made by employees towards thesuccess of your Company. Your Directors are also thankful for the co-operation andassistance received from its customers, vendors, bankers, Governmental and regulatoryauthorities in India and abroad and its shareholders.
| For and on behalf of the Board |
| Mumbai | Anand G. Mahindra |
| Date : 26th May 2011 | Chairman |
Particulars of loans/advances and investment in its own shares by listed companies,their subsidiaries, associates, etc., required to be disclosed in the annual accounts ofthe Company pursuant to Clause 32 of the Listing Agreement.
Loans and advances in the nature of loans to subsidiaries:
| | Rs. in Million |
| Name of the Company | Balance as on March 31, 2011 [as on 31st March 2010] | Maximum outstanding during the year [during the previous year] |
| PT Tech Mahindra Indonesia | - | 40 |
| [-] | [25] |
| Venturbay Consultants Private Limited | - | - |
| [-] | [6,486] |
Loans and advances in the nature of loans to associates, loans and advances in thenature of loans where there is no repayment schedule or repayment beyond seven years or nointerest or interest below Section 372A of the Companies Act, 1956 and loans and advancesin the nature of loans to firms/companies in which directors are interested - Nil
Disclosure as required under SEBI (Employee Stock Option Scheme and Employee StockPurchase Scheme) Guidelines, 1999 as on March 31, 2011
| Particulars | ESOP 2000 | ESOP 2004 | ESOP 2006 | ESOP 2010 |
| Total options granted under the plan | 3,779,850 | 10,219,860 | 6,095,030 | 1,600,000 |
| a) Options Granted during the year | Nil | Nil | 398,725 | 1,600,000 |
| b) The Pricing Formula | Under the scheme, all options were granted prior to the listing of the Company's shares.These options were granted, based on the annual valuation done by an independent Chartered Accountant. | Under the scheme, all options were granted prior to the listing of the Company's shares. These options were granted, based on the annual valuation done by an independent Chartered Accountant. | Under the scheme, all options granted prior to the listing of the Company's shares, were based on the annual valuation done by an independent Chartered Accountant. The grants made post listing of the Company's shares on Stock Exchange have been made as per the latest available closing price on the Stock Exchange with the highest trading volume, prior to the date of the meeting of the Compensation Committee in which options were granted. | Under the scheme, all options were granted at face value of the shares. |
| c) Options vested as of 31st March 2011 | Nil | 2,935,134 | 1,907,933 | Nil |
| d) Options exercised during the year | 79,150 | 2,742,567 | 813,650 | Nil |
| e) The Total number of shares arising as a result of exercise of options | 79,150 | 2,742,567 | 813,650 | Nil |
| f) Options lapsed during the year | 3,340 | Nil | 221,160 | Nil |
| g) Variation of terms of options during the year | No variation | No variation | No variation | No variation |
| h) Money realised by exercise of options during the year | 6,569,450 | 183,751,989 | 70,870,045 | Nil |
| i) Total Number of Options in force | Nil | 2,935,134 | 2,529,103 | 1,600,000 |
| j) Employee-wise details of options granted to: | | | | |
| i. Senior Managerial Personnel | Nil | Nil | Nil | Vineet Nayyar -800,000 C. P.Gurnani -800,000 |
| ii. Any other employees who receives a grant in any one year of options amounting to 5% or more of options granted during that year | Nil | Nil | Nil | Nil |
| iii. Identified employees who were granted option, during any one year, equal or exceeding 1% of the issued capital (excluding outstanding options and conversions) of the Company at the time of firant | Nil | Mr. Vineet Nayyar -3,406,620 | Nil | Nil |
| | Mr.C.P.Gurnanai -3,406,620 | | |
| | *Mr. Sanjay Kalra -3,406,620 | | |
| | * Resigned w.e.f. 15th September 2010 | | |
| k Diluted Earnings Per Share pursuant to issue of shares on exercise of options calculated in accordance with Accounting Standard (AS) 20 | 53.36 | 53.36 | 53.36 | 53.36 |
| 1 Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed | The Company uses the intrinsic value based method of accounting for stock options granted after 1st April 2005. Had the compensation cost for the Company's stock based compensation plan been determined in the manner consistent with the fair value approach, the Company's net income would be higher by Rs 13.69 Million and earnings per share (Basic) would have been Rs. 55.93 | The Company uses the intrinsic value based method of accounting for stock options granted after 1st April 2005. Had the compensation cost for the Company's stock based compensation plan been determined in the manner consistent with the fair value approach, the Company's net income would be higher by Rs 13.69 Million and earnings per share (Basic) would have been Rs. 55.93 | The Company uses the intrinsic value based method of accounting for stock options granted after 1st April 2005. Had the compensation cost for the Company's stock based compensation plan been determined in the manner consistent with the fair value approach, the Company's net income would be higher by Rs 13.69 Million and earnings per share (Basic) would have been Rs. 55.93 | The Company uses the intrinsic value based method of accounting for stock options granted after 1st April 2005. Had the compensation cost for the Company's stock based compensation plan been determined in the manner consistent with the fair value approach, the Company's net income would be higher by Rs 13.69 Million and earnings per share (Basic) would have been Rs. 55.93 |
| m) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed | No options were granted during the year | No options were granted during the year | Grant Date Exercise price (Rs) | 29-April-2010 770.00 | 02-Feb-2011 634.00 | 21-Jan-2011 10.00 |
| seperately for options whose exercise price either equals or exceeds or is less than the market price of the stock | | | Fair Value (Rs) | 439.29 | 359.54 | 671.92 |
| n) A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following Weighted- average information : | NA | NA | | 29-Apr-10 | 2-Feb-11 | 21-Jan-11 |
| 1. Risk Free Interest Rate | | | | 7.46% | 7.16% | 7.94% |
| II. Expected Life | | | | 5.25 | 5.25 | 3.50 |
| III. Expected Volatility | | | | 58.51% | 61.33% | 55.28% |
| IV. Expected dividends, and | | | | 0.46% | 4.01% | 0.46% |
| V. The Price of the underlying share in market at the time of the option grant (Rs.) | | | | 768.25 | 941.60 | 690.45 |