DIRECTORS REPORT 2. FINANCIAL RESULTS. This year Previous year This year Previous year

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1 DIRECTORS REPORT TO THE MEMBERS OF THE ASSOCIATED CEMENT COMPANIES LIMITED The Directors hereby present their Sixty-Ninth Annual Report on the business and operations of the Company together with the audited Financial Accounts for the year ended March 31, FINANCIAL RESULTS Consolidated Standalone Rs. Crore Rs. Crore This year Previous year This year Previous year Sale of products and services (net of excise duty) and other income Profit before depreciation, interest, exceptional items, tax and minority interest Depreciation Interest Minority Interest... (6.11) (13.84) Profit/(Loss) before exceptional items and tax Exceptional Items:... Write down of Value of Assets... (8.00) (8.00) Provision for contingencies (Net)... (0.50) 2.01 (0.50) (2.30) Profit /(Loss) after exceptional items and before tax Provision for Current Tax... (59.86) (27.59) (45.50) (16.09) Provision for Deferred Tax... (23.04) (40.14) (20.23) (37.53) (82.90) (67.73) (65.73) (53.62) Profit/(Loss) after exceptional items and tax Balance brought forward from previous year Amount available for appropriations Appropriations : Previous Year dividend General Reserve Debenture Redemption Reserve Amortisation Reserve Proposed Dividend Tax on distributed profits Balance carried forward to the next year s account

2 3. DIVIDEND The Board is pleased to recommend a higher dividend at the rate of Rs. 7 per share of Rs.10 each for the year aggregating to Rs crore including tax on dividend of Rs crore as compared to Rs. 4 per share aggregating to Rs crore, including tax on dividend of Rs.9.08 crore in the previous year. 4. OPERATIONAL PERFORMANCE The buoyancy exhibited by the Indian economy, the continued growth in housing sector and the increased emphasis on infrastructure enabled the industry to post 7.8% growth during the year under review. ACC Group cement production and sales volume grew by 8% whereas ACC standalone cement production and sales volume grew by 5% and 7% respectively in the current year. Other business divisions turned in record performances during the year. Operational performance of major business of the Group for the year ended March 31, 2005 is as under: 4.1 CEMENT- CONSOLIDATED Growth % Clinker Production (Million Tonnes) Cement Production (Million Tonnes) Sales volume (Million Tonnes)* Sales value excluding excise duty ( Rs crore) ** * Includes cement sale to RMC etc. ** Sales value as indicated in the consolidated cement segment 4.2 CEMENT- STANDALONE Growth % Clinker Production (Million Tonnes) Cement Production (Million Tonnes) Sales volume (Million Tonnes)* Including traded cement Sales value excluding excise duty ( Rs crore) ** * Includes cement sale to RMC etc. ** Sales value as indicated in the standalone cement segment 13

3 4.3 REFRACTORY Growth % Sales (Lakh Tonnes) * Value of Sales & Services excluding excise duty (Rs crore) ** * Only outside party sales ** As indicated in the consolidated refractory segment 4.4 READY MIXED CONCRETE Growth % Sales volume (Lakh Cubic Metres) Value of Sales & Services (Rs crore)* * As indicated in the consolidated RMC segment 4.5 A detailed analysis of the Company s performance is contained in the Management Discussion and Analysis, which forms part of this Report. 5. TURNOVER AND PROFIT 5.1 The consolidated turnover of the Company grew by 19% to Rs crore as compared to Rs crore in the previous year. The profit before depreciation, interest, exceptional items, tax and minority interest improved to Rs crore in the current year from Rs crore in the previous year. ACC standalone turnover also grew by 19% to Rs crore as compared to Rs crore in the previous year. The profit before depreciation, interest, exceptional items and tax improved to Rs crore in the current year from Rs crore in the previous year. 5.2 The cement prices improved in most of the regions and were more stable during the year under review. 5.3 The year under review witnessed sharp increases in prices of inputs, fuel, freight, etc. The cost impact of these was, however, partially neutralized by the ongoing productivity improvement initiatives. 5.4 Despite the firming up of the interest rates and the increased capital spending, the group was able to contain the interest cost at Rs crore which was lower as compared to Rs crore in the previous year. Interest expense for ACC stand alone was lower at Rs crore as compared to Rs crore in the previous year. 5.5 Due to the impact of acquisition of Wadi Captive Power Plant from Tata Power Company Ltd. and Gagal Unit-I kiln modernization, the depreciation for ACC group was higher at Rs crore against Rs crore in the previous year. As regards ACC standalone depreciation was higher at Rs crore as compared to Rs crore in the previous year 5.6 The group, in line with its accounting policies has provided for exceptional items of Rs crore 14

4 compared to Rs crore in the previous year. With respect to ACC standalone the exceptional item was Rs 0.50 crore as compared to Rs crore in the previous year. 5.7 The firm trend in cement prices, higher sales volume and the cost and productivity improvement initiatives has enabled the Company to post its best ever performance during the year under review. Profit before taxes for the year for the group increased to Rs crore as compared to Rs crore in the previous year. After providing current tax of Rs crore (previous year Rs crore) and deferred tax of Rs crore (previous year Rs crore), the profit after taxes increased by 83 % to Rs crore from Rs crore in the previous year. As regards the ACC standalone, the profit before tax for the year increased to Rs crore as compared to Rs crore in the previous year. After providing for current tax of Rs crore (previous year Rs crore) and deferred tax of Rs crore (previous year Rs crore) the profit after taxes increased by 89% to Rs crore as compared to Rs crore in the previous year. 6. MODERNIZATION/EXPANSION PROJECTS 6.1 The modernization of cement plant at Chaibasa in the State of Jharkhand made substantial progress during the year. While the CPP has commenced commercial production in April 2005, the modernization project is likely to be commissioned in the first quarter of financial year The projects for augmentation of capacity of Gagal Units I & II are expected to be commissioned during the course of the financial year The Company has taken up the expansion and modernization of Lakheri Cement Works along with the installation of a new 25 MW CPP to take care of its power requirements. The total project cost would be Rs. 260 crore and is scheduled for completion in the financial year After completion of the above projects by 2007, ACC group capacity would be about million tonnes as against the present capacity of million tonnes. 6.5 The Company has taken up installation of an additional 25 MW TG at a cost of Rs. 32 crore at its Kymore Cement Works to enhance its captive power availability. 7. ACQUISITION The Company acquired 75 MW Captive Power Plant located at Wadi Cement Works from Tata Power Company Ltd. with effect from July 1, 2004 for a consideration of Rs crore. This acquisition is expected to bring in significant savings in cost of power. 8. OVERSEAS CONTRACTS 8.1 Shareholders will be pleased to note that the initiatives taken by the Company in the area of providing consultancy services for the overseas markets have resulted in improved revenues from this activity during the year. 8.2 The operations and management contract with Yanbu Cement Company Ltd., Saudi Arabia was renewed for a further period of three years upto February 28, The project consultancy assignment with Dangote Group, Nigeria for the setting up of cement plant for Obajana Cement Plc. and the rehabilitation of the cement plant of Benue Cement Co. Plc. progressed satisfactorily. The Company has entered into a MoU with Dangote Group for operations and management of these plants after their commissioning. 8.4 The Company has entered into an agreement with Ishikawajima Harima Heavy Industries Company Ltd. (IHI), Japan for rendering technical consultancy services to them. 9. OUTLOOK With the Indian economy expected to maintain its momentum, the Cement Industry is likely to post a growth of around 8% in FY As no major capacity additions are in the pipeline, the industry is expected to operate at higher level of capacity utilization. Your Company s continuing initiatives for improvement in efficiencies, plant utilization and 15

5 planned capacity additions should enable it to maintain healthy growth of its financials. 10. SALE OF MANCHERIAL WORKS The Company has decided to sell its Mancherial Cement Works with a capacity of 3.3 LTPA due to its unviable operations. The approval of the shareholders was obtained through postal ballot in March 2005 and thereafter efforts are on to dispose of the unit. 11. MERGER OF CEMENT SUBSIDIARIES The Board of Directors has at its Meeting held on May 6, 2005, decided to recommend to you the members, the amalgamation of the cement subsidiaries viz. Bargarh Cement Ltd. (BCL) and Damodhar Cement and Slag Ltd. (DCSL) with your Company. While BCL is a wholly owned subsidiary, your Company holds 97.61% equity stake in DCSL. Your Directors believe that the merger would result in cost savings and lead to improved working results. The merger, subject to the approval of the shareholders and the Honourable High Courts of Bombay, Kolkata and Orissa is proposed to be effective from April 1, SHARE CAPITAL 12.1 In accordance with the Resolution passed by the shareholders at the Annual General Meeting held on July 9, 2004, the Compensation Committee of the Board has granted 6,04,150 Options (each option being equal to one Equity Share) under the Employees Stock Option Scheme (ESOS) for the year Consequent upon the exercise of the Options by the employees under the ESOS , , , ,31,629 shares have been allotted during the year. Accordingly, the subscribed share capital of the Company stands increased to that extent Details of Employees Stock Option Schemes as required under the SEBI Guidelines are set out in Annexure C to the Directors Report As mentioned in last year s Directors Report, 8,06,000 shares were allotted in April 2004 consequent to the exercise of Green Shoe option under the Global Depositary Receipt Issue made in March CHANGES IN SHAREHOLDING Pursuant to a strategic partnership between the Gujarat Ambuja Group and Swiss cement major Holcim, a public announcement was made on January 21, 2005 by Holdcem Cements Private Ltd. and Holderind Investments Ltd., affiliates of Holcim Ltd., about their intention to hike the stake of Ambuja Cements India Ltd (ACIL) in ACC from 13.8% to 50.01% by making a voluntary open offer to purchase 6.93 crore equity shares of ACC at Rs.370/- per share from the existing shareholders. The objective of Holcim to make the open offer is to exercise management control over the Company through the partnership vehicle - ACIL. After obtaining the consent of our Board, the acquirers have obtained the approval of the Government of India for increasing the shareholding. The open offer commenced on March 23, 2005 and closed on April 11, After closure of the open offer, the aggregate shareholding of ACIL in ACC is 34.69% of the Paid-up Equity Share Capital (as of May 5, 2005). ACIL has accordingly declared that it has become the Promoter in terms of the SEBI Regulations with effect from April 26, FIXED DEPOSITS The Company has discontinued its fixed deposits scheme in financial year and as at March 31, 2005 the total amount of fixed deposits held by the Company was Rs crore, all of which represents unclaimed deposits which had matured. 15. SUBSIDIARY COMPANIES As required under Section 212 of the Companies Act 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company s subsidiaries, ACC Machinery Company Ltd., ACC Nihon Castings Ltd., The Cement Marketing Company of India Ltd., Bulk Cement Corporation (India) Ltd., Damodhar Cement and Slag Ltd., Everest Industries Ltd. and Bargarh Cement Ltd. and respective Auditors Report thereon for the year ended March 31, 2005 are annexed. 16. CONSOLIDATED FINANCIAL STATEMENTS The Consolidated Financial Statements of the Group are attached. The net worth of the Group as at 16

6 March 31, 2005 was Rs crore as against Rs crore as at the end of the previous year. 17. COST AUDIT As per the Government s directive, the Company s Cost Records in respect of Cement for the year ended March 31, 2005 are being audited by Cost Auditors, M/s. N I Mehta & Co. who were appointed by the Board with the approval of the Central Government. 18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO As required under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are set out in Annexure A to the Directors Report. 19. PERSONNEL During the year under review, industrial relations at all units of the Company continued to be cordial and peaceful. 20. PARTICULARS OF EMPLOYEES Information in accordance with the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules 1975 as amended regarding employees is given in Annexure B to the Directors Report. 21. MANAGEMENT 21.1 Mr. P K Sinor, Wholetime Director and Company Secretary retired with effect from August 1, The Board has placed on record its warm appreciation of the valuable services rendered by Mr. Sinor during his long association of 29 years with the Company Mr. A K Jain was reappointed as a Wholetime Director in the Company for a period of 3 years with effect from January 25, 2005 subject to the approval of the shareholders. The resolution pertaining to reappointment of Mr. A K Jain as Wholetime Director and the remuneration payable to him is set out at Item 9 of the Notice and the relevant Explanatory Statement. The Resolution is commended to the members for acceptance. 22. DIRECTORS 22.1 Mr. Markus Akermann, CEO, Member of Board of Directors, Holcim Ltd. and Mr. Paul Hugentobler, Member of Executive Committee, Holcim Ltd. were appointed as Additional Directors on May 6, As Additional Directors, they hold office till the ensuing Annual General Meeting. In view of their vast and varied experience, it is eminently in your Company s interest to appoint Mr. Markus Akermann and Mr. Paul Hugentobler as Directors. Accordingly, Items 7 and 8 of the Notice in regard to their appointments are commended to the Members In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Tarun Das, Chairman, Mr. N S Sekhsaria, Deputy Chairman, Mr. M L Narula, Managing Director and Mr. A K Jain, Wholetime Director, retire by rotation and are eligible for reappointment. 23. DIRECTORS RESPONSIBILITY To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of section 217(2AA) of the Companies Act, 1956: i. that in the preparation of the annual accounts for the year ended March 31, 2005 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ii. that such accounting policies as mentioned in Note 1 of the Notes to the Accounts have been selected and applied consistently, and judgements and estimates have been made that are 17

7 reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2005 and of the profit of the Company for the year ended on that date; iii. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv. the annual accounts have been prepared on a going concern basis. 24. CORPORATE GOVERNANCE As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company s Auditors confirming compliance is set out in the Annexure forming part of this report. 25. AUDITORS 25.1 M/s. A.F. Ferguson & Co., Mumbai and M/s. K.S. Aiyar & Co., Mumbai, retire as auditors of the Company and have given their consent for re-appointment In addition to the existing auditors M/s. A.F. Ferguson & Co., Mumbai and M/s. K.S. Aiyar & Co., Mumbai, it is proposed to appoint M/s. S. R. Batliboi & Associates, Chartered Accountants, Mumbai as Auditors of the Company. This appointment is considered necessary taking into account the expected growth in the Company s operations and to facilitate compliance with the enhanced regulatory and operational requirements. The shareholders are requested to appoint the aforesaid auditors for the current year and to authorize your Directors to fix their remuneration as per Item 11 of the Notice As required under the provisions of Section 224 (1B) of the Companies Act, 1956, the Company has obtained written confirmation from the above auditors proposed to be appointed that the appointment if made would be in conformity with the limits specified in the said Section. 26. ACKNOWLEDGEMENT Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from the Central Government, the State Governments and the consortium of Banks. Your Directors also thank all the shareholders for their continued support and all the employees of the Company for their valuable services during the year. For and on behalf of the Board, Tarun Das Chairman Mumbai : May 6,

8 ANNEXURE A TO DIRECTORS REPORT (Para 18) Statement pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, (A) CONSERVATION OF ENERGY: (a) Energy Conservation measures taken: Replacement of High Pressure Drop Cyclone Preheaters by new high efficiency 6 Stage Preheater at Gagal Unit I. Replacement of Grate Cooler by a High Efficiency Modern Grate Cooler at Gagal Unit I. Installation of High Efficiency Seal at Discharge end of Kiln of Gagal Unit I & Unit II, Wadi Kiln Nos. 3 & 4. Installation of VVVF drives for various motors at different Works. Addition of one more stage of Preheater Cyclone (conversion from 4 stage to 5 stage Preheater) for Kiln 1, 2 and 3 at Wadi Works and Kiln No. 3 at Jamul Works for reducing specific heat consumption. Retrofits of High Efficiency Separator for cement grinding at Mill No. 3 at Sindri Works, Cement Mill No. 1 at Gagal Unit I and Cement Mill No. 1 at Kymore Works. Installation of Energy Monitoring System for section-wise monitoring of energy consumption at Gagal Unit I & Unit II. Provision of Mechanical Conveying System for unloading of flyash from bulkers and conveying to silos at Kymore Works and for feeding of flyash into the cement mills at Kymore and Tikaria Works. Increase in flyash absorption levels in PPC at various Works through optimization of cement mills performance. Reduction in self consumption of Captive Power Plants at Madukkarai, Chanda and Tikaria. Use of cashew nut shells as alternate fuel for Calciner at Madukkarai Works. (b) Additional Proposals being implemented for further conservation of energy. Replacement of 3 Nos. Wet Process Kilns by new high efficiency Semi Dry Process Kiln at Chaibasa Works. Retrofitting of existing flotation cells with High Efficiency ones at Chaibasa and Madukkarai Works. Replacement of Pneumatic Conveying System by Mechanical Conveying System for transportation of cement to Silos at Sindri and Madukkarai Works and flyash to Silos at Madukkarai Works. Installation of online Energy Monitoring System at Kymore and Tikaria Works. Rationalization in the use of water pumps and compressors at various Works. Improvement in Cement Mill performance by provision of modified liners and close circuiting of mills at Chaibasa Works. Conversion of 4 Stage Cyclone Preheater of Kiln String to five Stage Preheater and modifications to MFC inlet and outlet duct work at Madukkarai Works. Optimization of raw mills at Gagal Unit I. Installation of Pregrinder for cement mill no. 3 at Gagal Unit II. Installation of High Efficiency clinker cooler for Gagal Unit II. (c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on cost of production Saving on energy usage both thermal and electrical. 19

9 (d) Total energy consumption and energy consumption per unit of production as per Form A. Form - A Power and Fuel Consumption Current Year Previous Year Lakh Total Rs. Per Lakh Total Rs. Per Units Cost Unit Units Cost Unit (KWH) (Rs.Lakhs) (KWH) (Rs.Lakhs) 1 Electricity a) Purchased Cement Refractory Products b) Own Generation i) Through Diesel Generator Cement Refractory Products ii) Through Steam Turbine/Generator Cement Quntity Total Average Quantity Total Average (Lakh Cost Rate (Lakh Cost Rate Tonnes) (Rs.Lakhs) (Rs/Tonne) Tonnes) (Rs.Lakhs) (Rs/Tonne) 2 Coal (for Kiln) Cement Refractory Products Total Total Kilo Cost Rs. Per Kilo Cost Rs. Per Litres (Rs.Lakhs) Litre Litres (Rs.Lakhs) Litre 3 Furnace Oil Cement Refractory Products Diesel Oil Refractory Products Consumption Per Unit of Production Current Previous (if any) Year Year a) Eletricity Kwh/T * Cement Wet process Semidry /Dry process Refractory Products b) Furnace Oil K Ltrs./T Cement Refractory Products c) Coal for Kiln K.cal/Kg. of clinker Cement - Wet process Semidry /Dry process d) Coal/T of Refractory Products e) Diesel Oil K Ltrs/T of Refractory Products Source: Publication of Confederation of Indian Industries. * Excludes non-process power consumption. 20

10 (B) TECHNOLOGY ABSORPTION Research & Development (R&D) 1. Specific areas in which R&D carried out by the company 1) Beneficiation of raw materials and fuels 2) Enhanced absorption of blending materials 3) Development of new and high performance concretes, mortars and grouts 4) Development of particle separation technologies 2. Benefits derived as result of above R&D - Marginal quality raw materials and fuels could be used - Absorption of blending materials enhanced - High performance concretes, mortars and grouts developed 3. Future plan of action I. Research for even better processes of beneficiation for raw materials and fuels. II. Focus on development of products aimed at enhancing use of cement in various applications. 4. Expenditure on R&D Rs Lakhs a. Capital 26 b. Recurring (Gross) 656 c. Total 682 d. Total R&D expenditure as percentage of total turnover 0.17% Technology absorption, adaptation and innovation. All the technologies developed have been successfully adapted and absorbed. (C) FOREIGN EXCHANGE EARNINGS AND OUTGO Rs Lakhs Foreign exchange earned 8510 Foreign exchange used For and on behalf of the Board, Mumbai: May 6, 2005 Tarun Das Chairman 21

11 ANNEXURE B TO DIRECTORS REPORT (Para 20) Statement pursuant to section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 and forming Part of the Directors Report for the year ended March 31, 2005 Sr. Name Designation & Remuneration Qualifications Date of Total Age Last Employment No. Nature of duties Gross Commence- Experi- in Rs. ment of ence (Years) Employment (Years) 1 Jain A.K. Wholetime Director 53,49,372 B.Tech. (Hons) Nil 2 Narula M.L. Managing Director 85,31,535 B.Sc.Engg.FIE India Nil 3 Sinor P.K.* Wholetime Director & 21,59,161 B.Com., FCS Co. Secretary, Company Secretary ACC-Vickers Babcock Ltd. Notes (i) Gross Remuneration shown above is subject to tax and comprises salary, allowances, incentives, monetary value of perquisites, company s contribution to provident fund, officer s superannuation fund and applicable discount on Stock Options. (ii) In addition to the above remuneration, employees are entitled to gratuity in accordance with the Company s rules. (iii) All the employees have adequate experience to discharge the responsibility assigned to them. (iv) The nature of employment in all cases is contractual. * Indicates that the employee was in service only for a part of the year. For and on behalf of the Board, Tarun Das Chairman Mumbai: May 6,

12 ANNEXURE C TO DIRECTORS REPORT (Para 12) Statement pursuant to Clause 12 Disclosure in the Directors Report of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, Pursuant to the Resolutions passed by the shareholders at the Annual General Meetings held on July 19, 2000 July 12, 2001, July 3, 2002, July 9, 2003 and July 9, 2004 the Compensation Committee of Directors have granted Stock Options to eligible employees and Managing/ Wholetime Directors for the financial years , , , and The employees are entitled to get one equity share per option. The details of the Stock Options are given here below. ESOS 2000 ESOS 2001 ESOS 2002 ESOS 2003 ESOS 2004 Financial year Financial year Financial year Financial year Financial year a. Options granted 9,04,250 (on ) 7,30,000 (on ) 7,73,300 (on ) 6,45,850 (on ) 6,04,150 (on ) b. The pricing 108/- computed on 127/- (Being the 140/- Being the (Being the Rs.314/- (Being the average of the daily closing of the daily closing price of the of the daily closing price of the of the daily closing price of average of the two weeks price of the Company s Equity shares of the Company Equity Shares of the Company the Equity Shares of the high and low price of the share shares on the Stock on the Stock Exchange, Mumbai on the Stock Exchange Mumbai Company on the Stock preceding the date of grant Exchange Mumbai (BSE) (BSE) during the period of ninety (BSE) during the period of thirty Exchange Mumbai (BSE) of options on either BSE / NSE from March 1, 2000 to days immediately preceding the days immediately preceding the during the period of thirty days where the trading volume May 31, The date on which the options were date on which the options were immediately preceding the is higher or the latest available Compensation Committee granted) No discount on the granted). (The closing market date on which the options were closing price prior to decided the price on the above price was granted by price on BSE as on the date of granted or the day s closing price the Meeting of the Committee as basis of 20% discount on the Compensation Committee. the grant was Rs ) whichever is higher. Accordingly, may be decided by the the average price of (The closing market price on the exercise price has been Committee. Notwithstanding Rs which works BSE as on the date of grant determined at Rs.225/- what is stated above, out to Rs. 108/- per share. was Rs. 133/-) per share. the Committee shall have the (The closing market price discretion to fix the exercise on BSE as on the date of price at a level higher the grant was Rs. 107/-) than the one indicated above. Accordingly, the exercise price has been determined at Rs. 314/- per per share. (The closing price as on at NSE being Rs ) c. Options vested 8,46,050 5,06,826 7,58,000 6,29,850 None of the options granted has vested till date. d. Options exercised 6,85,100 3,33,672 3,73,215 Nil None of the options granted has (till ) vested till date and consequently no option has been exercised. Vesting date is e. The total number 6,85,100 3,33,672 3,73,215 Nil Nil of shares arising as a result of exercise of options. f. Options Lapsed 58,200 79,675 15,300 16,000 7,500 g. Variation of terms Nil Nil Nil Nil Nil of options h. Money realised by Rs Lakhs Rs Lakhs Rs Lakhs Nil Nil exercise of options. i. Total number of 1,60,950 3,16,653 3,84,785 6,29,850 5,96,650 options in force. j. Employee wise details of options granted to : (i) Senior Managerial Personnel (a) Mr. M. L. Narula Managing Director 17,000 25,000 33,000 40,000 40,000 (b) Mr. P. K. Sinor Whole time Director & Company Secretary who has retired from ,000 17,000 20,000 25,000 (c) Mr. A. K. Jain Wholetime Director 9,000 12,000 20,000 25,000 25,000 23

13 ANNEXURE C TO DIRECTORS REPORT (Para 12 - Contd.) Statement pursuant to Clause 12 Disclosure in the Directors Report of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (Contd.) ESOS 2000 ESOS 2001 ESOS 2002 ESOS 2003 ESOS 2004 (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. NIL NIL NIL NIL NIL (iii) Identified employees who were granted option during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant NIL NIL NIL NIL NIL k. Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 Earnings Per Share l. Where the Company The Company follows the intrinsic value method for recognising cost of options granted under has calculated the Employees Stock Option Scheme. With respect to employee stock options granted under ESOS employee compensation 2004, there was no charge as the market price and grant price was the same. However with cost using the intrinsic respect to options granted under ESOS 2003 there has been a charge of Rs lacs (Rs 3 per value of the stock option) to the Profit and Loss Account for the year ended March 31, Had the Company options, the difference adopted the Black-Scholes Model for pricing and accounting the options, the cost of option of between the employee ESOS 2004 would have been Rs per option and Rs per option for ESOS compensation cost so Accordingly, the profit after tax would have been lower by Rs lakhs. Consequently, the computed and the diluted earnings per share after factoring the above impact of Black-Scholes method of valuation employee compensation would have been Rs per share instead of Rs per share. 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. 24

14 ANNEXURE C TO DIRECTORS REPORT (Para 12 - Contd.) Statement pursuant to Clause 12 Disclosure in the Directors Report of SEBI (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 (Contd.) m. Weighted average exercise Not Applicable prices and weighted average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. n. A description of the method and Fair Value of the Stock Options granted under ESOS 2004 under the terms of the Guidelines significant assumptions has been computed using the Black-Scholes Option Pricing Model. To arrive at the Fair Value the following assumptions were made. used during the year to estimate the fair values of options, including the following weighted average information : (i) risk free interest rate, Risk free interest rate 6.01% 5 Year zero coupon yield rate of Government of India securities on a continuous compounding basis. (ii) expected life, Expected life of option 5 year from date of option grant Assumed for entire life of ESOS 2004 given past option exercising patterns of employees (iii) expected volatility Expected volatility 14.4% Based on volatility observed for the one year period ended December 16, 2004 on The Stock Exchange, Mumbai for the Company s Scrip (iv) expected dividends, and Expected dividend yield 0.955% Based on dividend rates of last five years and estimated at 30% (v) the price of the underlying Market price on date of Rs.314/- Last available closing price on The National Stock Exchange share in market at the time option grant of India Limited prior to granting of options under ESOS 2004 of option grant For and on behalf of the Board Tarun Das Mumbai : May 6, 2005 Chairman 25