Corporate Overview

ANNEXURE-IV

Statutory Reports

Financial Statements

DETAILS OF ESOP AS PER THE PROVISIONS OF THE COMPANIES ACT, 2013 & SEBI (SHARE BASED EMPLOYEE BENEFITS) REGULATIONS, 2014:

SN

Particulars

Employee Stock Option Plan-2017

1

2

3

4

5

6

7

8

Date of Shareholder's approval

Total number of options approved Vesting requirements

Exercise price or pricing formula

Maximum term of Options granted Sources of shares (Primary, Secondary or Combination) Variation in terms of Option

Method used for accounting of ESOP (intrinsic or fair value)

2nd August 2017

5% of the total paid up capital existing as on 31st March 2017 aggregating to 3,828,873 option. There shall be a minimum period of one year between the grant of options and vesting of options. The vesting period may extend upto 3 years from the date of grant. The vesting shall happen in one or more tranches as may be decided by the Compensation/ Nomination & Remuneration Committee (CNRC).

Exercise Price will be based upon the Market Price of the Shares one day before the date of the meeting of the CNRC wherein the grants of options of that particular year will be approved. Suitable discount may be provided or premium may be charged on the price as arrived above, as deemed fit by the CNRC for the finalization of the Exercise Price. However, in any case, the Exercise Price shall not go below the par value of Equity Share of the Company.

All options will get vested within maximum period of 3 (Three) years from the date of grant. Primary

Subject to applicable laws, the CNRC will, at its absolute discretion, have the right to modify/ amend the ESOP 2017 Scheme in such manner and at such time or times as it may deem fit, subject however that any such modification/amendment shall not be detrimental to the interest of the Grantees/ Employees and approval wherever required for such modification/ amendment is obtained from the shareholders of the Company in terms of the SEBI Regulations. Fair Value method or any other method as may be prescribed by Ind-AS or SEBI Regulations from time to time.

OPTIONS MOVEMENT DURING FY 2022-23

SN

Particulars

Employee Stock

Employee Stock

Option Plan-

Option Plan-

2017

2017

(2nd Tranche)

(3rd Tranche)

Employee Stock

Employee Stock

Option Plan-

Option Plan-

2017

2017

(4th Tranche)

(5th Tranche)

1

Number of options outstanding at the beginning of the period i.e. 1st April 2022

115,200

105,000

281,000

-

2

3

Number of options granted during FY 2022-23

Number of options forfeited/ lapsed during FY 2022-23

-

5,000

-

3,075

-

900

139,000

-

4

5

6

Number of options vested during FY 2022-23

Number of options exercised during FY 2022-23

Number of shares arising as a result of exercise of options

115,200

110,200

110,200

45,000

41,925

41,925

84,300

83,400

83,400

-

-

-

7

Money realized by exercise of options if scheme is implemented directly by the Company (In )

17,081,000

5,366,400

12,927,000

-

8

9

10

11

Loan repaid by the Trust during the year from

Not Applicable

exercise price received

Number of options outstanding at the end of the

-

year i.e. 31st March 2023

Number of options exercisable at the end of the

-

year i.e. 31st March 2023

Employee's details who were granted options during the year:

Not Applicable

60,000

-

Not Applicable

196,700

-

Not Applicable

139,000

-

  1. Key Managerial Personnel/ Senior Managerial Personnel
  1. Mr. Jasjit Singh Sethi, CEO- TCI Supply Chain Solutions, A Division of the Company

-

-

-

31,000

  1. Mr. Ishwar Singh Sigar, CEO- TCI Freight, A Division of the Company

-

-

-

13,500

  1. Mr. Ashish Kumar Tiwari, Group CFO

-

-

-

7,000

Annual Report 2022-23

95

ANNEXURE-IV (CONTD.)

SN

Particulars

Employee Stock

Employee Stock

Employee Stock

Employee Stock

Option Plan-

Option Plan-

Option Plan-

Option Plan-

2017

2017

2017

2017

(2nd Tranche)

(3rd Tranche)

(4th Tranche)

(5th Tranche)

IV. Ms. Archana Pandey, Company Secretary & Compliance Officer

-

-

-

300

  1. Mr. Rajkiran Kanagala, Group Head- BD & Marketing

-

-

-

7,000

VI. Mr. Ajit Singh, CEO- TCI-CONCOR Multimodal Sol P. Ltd.

-

-

-

6,000

VII. Mr. Bhaiya Sumit Kumar, CEO- TCI Cold Chain Solutions Ltd.

-

-

-

6,000

VIII. Mr. Naveen Gupta, Head- Internal Audit

IX. Mr. Pramod Kumar Jain, Head- HR & Admin

  1. Mr. Prashant Panda, Head- Legal

XI. Mr. Munish Chander, Group Head- CSR

  1. Any other employees who were granted, during any one year, options amounting to 5% or more of the options granted during the year
  2. 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

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

-

3,000

2,400

1,400

400

-

-

12

13

14

15

Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of options (In )

Where the Company has calculated employees compensation cost using the intrinsic value of stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if they had used fair value of the options. The impact of this difference on EPS of the Company.

Weighted average exercise price of Options whose Exercise price is less than market price (In )

Weighted average fair value of options whose Exercise price is less than market price (In )

155.00

159.49

39.05

Not Applicable

128.00

133.55

155.00

173.08

365.00

426.14

16. METHOD AND ASSUMPTIONS USED TO ESTIMATE THE FAIR VALUE OF OPTIONS GRANTED DURING THE YEAR:

The fair value has been calculated using the Black-Scholes Option Pricing model. The assumptions used in the model are as follows:

Date of grant

24th May 2019

3rd February 2021

25th May 2021

28th May 2022

Vesting particulars

1st

2nd

3rd

1st

2nd

3rd

1st

2nd

3rd

1st

2nd

3rd

Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting Vesting

Vesting %age

30%

30%

40%

30%

30%

40%

30%

Risk Free Interest Rate

6.36%

6.50%

6.77%

3.98%

4.59%

4.88%

3.77%

Expected Life (In Years)

1.08

2.08

3.09

1.08

2.08

3.09

1.08

Historical Volatility

34.26%

34.53%

51.21%

51.17%

41.39%

39.60%

42.07%

Dividend Yield

0.65%

0.65%

0.65%

0.81%

0.81%

0.81%

0.74%

Price of the underlying

290.50

290.50

290.50

248.05

248.05

248.05

312.55

share in market at the

time of the option

grant ()

30%

40%

30%

30%

40%

3.77%

3.77%

5.91%

6.32%

6.87%

2.08

3.09

1.08

2.08

3.09

42.07%

42.07%

55.47%

50.72%

49.53%

0.74%

0.74%

0.76%

0.76%

0.76%

312.55

312.55

732.30

732.30

732.30

96

Transport Corporation of India Limited

Attachments

Disclaimer

TCI - Transport Corporation of India Limited published this content on 06 July 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 July 2023 11:07:10 UTC.