File_2012_Document1

178 Jindal Steel & Power LimitedBusiness Leadership Sustainable Operations Excellent Governance Robust FinancialsAnnual Report 2011-12179ConsolidatedNOTES to the consolidated financial statements as at and for the year ended 31st March, 2012 NOTES to the consolidated financial statements as at and for the year ended 31st March, 2012d) Details of shareholders holding more than 5% shares in the CompanyName of the shareholder As at 31st March, 2012 As at 31st March, 2011No. of Shares % holding No. of Shares % holdingEquity Shares of ` 1 each fully paidGagan Infraenergy Limited 6,69,54,060 7.16% 6,69,54,060 7.17%Opelina Finance and Investment Limited 7,98,38,960 8.54% 7,55,46,540 8.09%Sun Investment Limited 8,69,78,940 9.30% 8,69,78,940 9.31%As per records of the Company, including its register of shareholders/members and other declarations received from shareholdersregarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.e) Forfeited shares:Pursuant to the resolution passed at the EGM dated4th September, 2009, the Company reclassified theauthorised share capital of the Company by cancellationof 10,000,000 Preference Shares of ` 100 each andsimultaneous creation of 1,000,000,000 fresh Equity Sharesof ` 1 each and increased the authorised share capital to` 2,000,000,000.Consequently, the Company had cancelled 100,000preference shares of ` 100 each, which were forefeitedearlier. Upon cancellation of such shares, the amount of` 10,000,000 was transferred to General Reserve.f) Shares reserved for issue under optionsThe details of shares reserved for issue under Employeestock option (ESOP) plan of the Company are asunder:The Employees Stock Option Scheme - 2005 (ESOS-2005) wasapproved by the shareholders of the Company in their AnnualGeneral Meeting held on 25th July, 2005 and amended byshareholders on 27th September, 2006. Under ESOS-2005,a maximum of 1,100,000 (Eleven lacs) equity shares of` 5/- each could be granted to the employees of theCompany and its subsidiary company(ies). In-principleapproval from National Stock Exchange of India Limited(NSE) and Bombay Stock Exchange Limited (BSE) was givenon 01.02.2006. A Compensation Committee was constitutedby the Board of Directors of the Company in their meetingheld on 12th May, 2005 for the administration of ESOS-2005. Under ESOS-2005, the Compensation Committee hasgranted stock options as follows:‐a) 859,400 (Eight lacs fifty nine thousand four hundred)stock options on 26.11.2005 at an exercise price of` 1,014/- per share (Series -1) which would vest after2 years from the date of grant to the extent of 50%(Part 1), after 3 years from the date of grant to theextent of 25% (Part 2) and after 4 years from the dateof grant to the extent of 25% (Part 3);b) 129,550 (One lac twenty nine thousand five hundredfifty) stock options on 02.09.2006 at an exercise priceof ` 1,121/- per share (Series - II) which would vestafter 2 years from the date of grant to the extent of50% (Part 1), after 3 years from the date of grant tothe extent of 25% (Part 2) and after 4 years from thedate of grant to the extent of 25% (Part 3); andc) 136,950 (One lac thirty six thousand nine hundredfifty) stock options on 27.04.2007 at an exercise price of` 1,819/- per share (Series - III) which would vest after2 years from the date of grant to the extent of 50% (Part1), after 3 years from the date of grant to the extent of25% (Part 2) and after 4 years from the date of grantto the extent of 25% (Part 3).Pursuant to Clause 5.3 (f) of SEBI (EmployeesStock Option Scheme and Employees StockPurchase Scheme) Guidelines, 1999 and para 18of the Employees Stock Option Scheme -2005 ofthe Company, the Compensation Committee isauthorised to make a fair and reasonable adjustmentto the number of options and to the exercise price inrespect of options granted to the employees underthe Scheme in case of corporate actions such as rightissue, bonus issue, merger etc.On 27.12.2007, sub-division of the face value of each equityshare of the Company from ` 5/- to 5 equity shares of` 1/- each was approved by the shareholders in their GeneralMeeting. Thereafter, the Compensation Committee has, inits meeting held on 27.01.2008, made an adjustment to theexercise price by reducing it in case of Series I to ` 203/-Series II to ` 225/- and Series III to ` 364/- per equity shareof ` 1/- each and to the number of options by increasingit 5 times the original grant consequent to which thenumber of maximum options that could be issued underthe Employees Stock Option Scheme-2005 increased to5,500,000 (Fifty five lacs) [originally 1,100,000 (Eleven lacs)]Thereafter, the following allotments of equity shares weremade under ESOS-2005 on the exercise of options:‐a) 691,343 (Six lacs ninety one thousand three hundredforty three) equity shares of ` 1/- each were allottedon 16th June, 2008 on exercise of options grantedunder Part 1 of Series I of ESOS 2005;b) 57,136 (Fifty seven thousand one hundred thirty six)equity shares of ` 1/- each were allotted on 13thApril, 2009 on exercise of options granted under Part1 of Series II of ESOS 2005;c) 420,487 (Four lacs twenty thousand four hundredeighty seven) equity shares of ` 1/- each wereallotted on 21st July, 2009 on exercise of optionsgranted under Part 2 of Series I of ESOS 2005.The remaining 4,331,034 (Forty three lacs thirty onethousand thirty four) equity shares of ` 1/- each wereavailable for allotment under ESOS -2005 after theabove 3 allotments.On 4th September, 2009, issue of 5 equity shares of` 1/- each as bonus shares on each existing equity shareof the Company was approved by the shareholders in theirGeneral Meeting and on 19th September, 2009, fully paidupbonus shares were allotted.Thereafter, pursuant to clause 5.3 (f) of SEBI (EmployeesStock Option Scheme and Employees Stock PurchaseScheme) Guidelines, 1999 and para 18 of the EmployeesStock Option Scheme - 2005 of the Company, theCompensation Committee has, in its meeting held on 31stOctober, 2009 made the following adjustments:-a) The number of unexercised options and options yetto be granted is increased by 5 times Consequentlyincreasing the number of unexercised options andoptions yet to be granted from 4,331,034 (Forty threelacs thirty one thousand thirty four) to 25,986,204(Two crore fifty nine lacs eighty six thousand twohundred four);b) The price of unexercised options was reduced in caseof Series I to ` 34/-, Series II to ` 38/- and Series III to` 61/- per equity share of ` 1/- each.In-principle approval for listing of additional21,655,170 (Two crore sixteen lacs fifty five thousandone hundred seventy) equity shares were obtainedfrom NSE and BSEs.Thereafter, the following allotments of equityshares were made under ESOS-2005 on exercise ofoptions:-452,246 (Four lacs fifty two thousand two hundredforty six) equity shares of ` 1/- each were allottedon 30th January, 2010 on exercise of options grantedunder part 1 of Series III of ESOS 2005.2,52,006 (Two lacs fifty two thousand six) equityshares of ` 1/- each were allotted on 13th April, 2010on exercise of options granted under part 2 of Series IIof ESOS 2005.24,56,922 (Twenty four lacs fifty Six thousand ninehundred twenty two) equity shares of ` 1/- each wereallotted on 23rd June, 2010 on exercise of optionsgranted under part 3 of Series I of ESOS 2005.3,26,021 (Three lacs twenty Six thousand twentyone) equity shares of ` 1/- each were allotted on 01stFebruary, 2011 on exercise of options granted underpart 2 of Series III of ESOS 2005.2,40,564 (Two lacs forty thousand five hundred sixtyfour) equity shares of ` 1/- each were allotted on 14thApril, 2011 on exercise of options granted under part3 of Series II of ESOS 2005.3,24,223 (Three lacs twenty four thousand twohundred twenty three) equity shares of ` 1/- eachwere allotted on 12th December, 2011 on exercise ofoptions granted under part 3 of Series III of ESOS 2005.