Pricing formula exercise price employee stock option explanatory statement
Notice is hereby given that the Extra-ordinary General Meeting of the Members of Birlasoft India Limited will be held on October 20, at To consider and if thought fit to pass with or without modification s , the following resolution as a Special Resolution: Subject to and in accordance with the Companies Act and the rules made thereunder, a further issue of shares including by way of preferential offer or private placement, may be made in the manner and on terms and conditions including imposition of any restrictions on such shares, as determined by the Board or any of its Committee, in case the power is delegated to such Committee.
Employee Stock Options, Equity Valuation, and the Valuation of Option Grants using a Warrant-Pricing Model by M.H. Franco Wong, Feng Li :: SSRN
To consider and if thought fit to pass with or without modification s , the following resolution as Special Resolution: RESOLVED FURTHER THAT the new equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the existing Equity Shares of the Company; unless otherwise decided by the Board;. RESOLVED FURTHER THAT the Board be and is hereby authorized to make modifications in the Plan including in any ancillary documents thereto, as it may deem fit, from time to time in its absolute discretion in conformity with the provisions of the Act, the memorandum of association and articles of association of the Company and any other applicable laws;.
RESOLVED FURTHER THAT in case of any corporate action s such as rights issue, bonus issue, split or consolidation of shares etc; of the Company, the number of above mentioned Options shall be appropriately adjusted;. RESOLVED FURTHER THAT for the purpose of giving effect to any creation, offer, issue, allotment or listing of shares, the Board be and is hereby authorized, on behalf of the Company, to do all such acts, deeds, matters and things as it may in its absolute discretion deem fit, necessary or desirable for such purpose and with power to sign any documents, deeds, settle any issues, questions, difficulties or doubts that may arise in this regard;.
RESOLVED FURTHER THAT consent of the members of the Company be and is hereby accorded to the Board including NRC or any other Committee which the Board has constituted to be the Compensation Committee as required under the Regulations to create, offer, issue and allot stock options not exceeding 25,00, within overall ceiling mentioned in the Plan , into equivalent equity shares each to the eligible employees as determined by the Nomination and Remuneration Committee or the Board in its sole and exclusive jurisdiction;.
To consider and if thought fit to pass with or without modification s , the following Resolution as Special Resolution: Change in compensation of Ms.
Pooja Aggarwal, Chief Financial Officer Key Managerial Personnel of the company. Pooja Aggarwal remuneration of Rs. Pooja Aggarwal Chief Financial Officer of the Company to Rs.
RESOLVED FURTHER THAT in addition to the above, the Company be and hereby approves grant of 1,88, being. Pooja Aggarwal, Chief Financial Officer of the Company.
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The relative explanatory statement pursuant to Section of the Companies Act, in respect of the business under Item No. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. The proxy form in order to be effective must be deposited with the Company not less than 48 hours before the time fixed for commencement of the Meeting.
Corporate Members intending to send their authorised representatives are requested to send a duly certified copy of the Board Resolution authorizing the representatives to attend and vote at the Extra Ordinary General Meeting. As per the provisions of the Companies Act , facility for making nominations is available to individuals shares in the Company. The Register of Directors and Key Managerial Personnel and their share, maintained under Section of the Companies Act, , will be available for inspection by the members at the ensuing Extra Ordinary General Meeting of the Company.
The Register of Contracts or Arrangements in which Directors are interested, maintained under Section of the Companies Act will be available for inspection by the Members at the ensuing Extra Ordinary General Meeting of the Company. A Copy of all the documents referred to in the Notice and accompanying Explanatory Statement is open for inspection at the registered office of the Company between In accordance with the provisions of the Companies Act, as applicable to the Company the Board considered it appropriate to alter the Articles of Association of the Company by insertion of the sub paragraphs a and b in Article 27 of the Articles of Association of the Company.
The Board also proposed insertion of Article 4. The copy of the draft amended articles of association of the Company is enclosed herewith. All the Directors and Chief Executive Officer KMP and Chief Financial Officer KMP of the Company and their relatives, to the extent of their share interest, if any, in the Company, are concerned or interested, financially in the resolution set out at Item No.
It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. In terms of Section of the Companies Act, , in case the Company has Managing or Whole-time Director, the Company can pay commission to the Non-Executive Directors i.
The Non-Executive Directors have been spending considerable time and efforts in discharging their responsibilities and also contributing to the overall performance and progress made by the Company. In recognition of their contribution, it is now proposed to authorize the Board of Directors to determine the amount, manner and basis for payment of commission to Non-Executive Directors commencing from financial year ending March 31, After amendment of the Articles of Association of the Company as above and a copy thereof has been filed with the Registrar of Company with printed copy of the amended Articles of Association as required under applicable provisions of the Companies Act , effect may be given to the amendments as set out in Item No.
Save and except the Non-Executive Directors of the Company and their relatives, to the extent of their share interest, if any, in the Company, none of the Directors, Key Managerial Personnel of the Company or their relatives, is concerned or interested, financial or otherwise, in the resolution set out at Item No.
Notice of EGM | Birlasoft
Stock options are an effective instrument to align interests of employees with those of a company and provide an opportunity to employees to participate in the growth of the Company, besides creating long term wealth in their hands. This also helps the Company to attract, retain and motivate the best available talent in a competitive environment.
This Company believes in rewarding its employees for their continuous hard work, dedication and support, which has led the Company on the growth path. To this effect, the Company proposes to implement an Employee Stock Option Plan. The Board has nominated the Nomination and Remuneration Committee to be designated as the Compensation Committee for the administration and superintendence of the Plan in accordance with the Companies Act and the rules made thereunder.
Approval of the members is being sought for the issue of Stock Options to the Eligible Employees of the Companies as may be determined by the Nomination and Remuneration Committee of the Company. Classes of employees entitled to participate in the Plan: The options granted shall vest so long as the employee continues to be in the employment of the Company. The details of vesting is indicated in the proposed Birlasoft India Limited Employee Stock Plan read with the Employee Stock Option Agreement, the copy of which is enclosed herewith.
Employee shall bear all tax liability in relation to grant of options.
The details about the Exercise Period and the process of exercise is indicated in the proposed Birlasoft India Limited Employee Stock Plan read with the Employee Stock Option Agreement, the copy of which is the copy of which is enclosed herewith. The process for determining the eligibility of the employees will be specified by the Nomination and Remuneration Committee and will be based on designation, period of service, band, performance linked parameters such as work performance and such other criteria as may be determined by the aforesaid Committee at its sole discretion, from time to time.
The Maximum number of options to be granted to an eligible employee will be determined by the Nomination and Remuneration Committee on case to case basis.
The Nomination and Remuneration Committee shall have all the powers to take necessary decisions for effective implementation of the ESOP Scheme In terms of the provisions of the ESOP Regulations, ESOP Scheme is required to be approved by the members by passing of special resolution.
ESOP Regulations also require separate approval of members by way of special resolution to grant stock options to the employees of subsidiary companies. Accordingly, a separate resolution under item no. For information regarding lock in period, Method which the company shall use to value its options, Conditions under which option vested in employees may lapse e. In terms of the provisions of the Regulations, Plan is required to be approved by the members by passing of special resolution.
None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution s except to the extent of the stock options that may be granted to them as per the proposed resolutions set out at Item No.
The Board recommends passing of the resolutions as set out under Item No. Anjan Lahiri, Managing Director and Chief Executive Officer of the Company, None of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution set out at Item No.
In view of the contribution and ongoing efforts of Ms. Pooja Aggarwal, Chief Financial Officer of the Company, the Board, based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee in their respective meetings held on July 27, and again on October 20, , recommended increase in remuneration of Ms. Pooja Aggarwal, Chief Financial Officer of the Company in the manner as provided in the proposed resolution as set out in Item No.
Pooja Aggarwal, Chief Financial Officer, none of the Directors or Key Managerial Personnel of the Company including their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution s. H—9, Sector 63, NOIDA — PH: Alteration in Articles of Association of the Company: Approval for payment of Commission to Non Executive Directors of Company: Create, offer, issue and allot Options under Employee Stock Option Plan: Name and Designation of Eligible Employee Number of Options to be granted Mr.
Anjan Lahiri, Managing Director and Chief Executive Officer 5,48, 1. Pooja Aggarwal, Chief Financial Officer Key Managerial Personnel of the company To consider and if thought fit to pass with or without modification s , the following resolution as Special Resolution: October 20, Place: Statement pursuant to Section 1 of the Companies Act Item No. In recognition of their contribution, it is now proposed to authorize the Board of Directors to determine the amount, manner and basis for payment of commission to Non-Executive Directors commencing from financial year ending March 31, After amendment of the Articles of Association of the Company as above and a copy thereof has been filed with the Registrar of Company with printed copy of the amended Articles of Association as required under applicable provisions of the Companies Act , effect may be given to the amendments as set out in Item No.
The disclosures as required by the Regulations are as follows: Total number of Options to be granted: Requirements of Vesting and period of Vesting The options granted shall vest so long as the employee continues to be in the employment of the Company. Exercise Period and process of exercise The details about the Exercise Period and the process of exercise is indicated in the proposed Birlasoft India Limited Employee Stock Plan read with the Employee Stock Option Agreement, the copy of which is the copy of which is enclosed herewith.
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Appraisal process for determining the eligibility of the employees The process for determining the eligibility of the employees will be specified by the Nomination and Remuneration Committee and will be based on designation, period of service, band, performance linked parameters such as work performance and such other criteria as may be determined by the aforesaid Committee at its sole discretion, from time to time.
Maximum number of options to be granted per employee The Maximum number of options to be granted to an eligible employee will be determined by the Nomination and Remuneration Committee on case to case basis. For and on Behalf of the Board For Birlasoft India Ltd Date: USA Thornall Street, 8th Floor, Edison, NJ PH: UK 4th Floor, Grosvenor Street, London - W1K 3HU PH: India H—9, Sector 63, NOIDA — PH: Solutions TruView CLM ZeROTechDebt TruLens.
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