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| Exchange Disseminated Time | Infomedia 18 Ltd has informed BSE that the members of the Company will consider to approve by way of Postal Ballot the following Resolutions as under:
1. To offer, grant and issue in one or more tranches an aggregate of 55,23,000 Equity Shares of Rs. 10/- in the equity capital of the Company, whether directly or through a Trust, to such employees of the Company, whether working in India or out of India and Directors of the Company whether Managing Director or Wholetime Directors or otherwise (“Employees”), as may be decided by the Board under the Employee Stock Purchase Plan to be evolved and made pursuant to these resolutions under the name and style Employees Stock Purchase Plan 2010 (“ESOP 2010” or “Scheme”) on such terms and conditions as may be the Board in accordance with these resolutions, the Guidelines and other applicable provisions of prevailing at that time, subject to necessary provisions.
2. To offer, allot and issue equity shares, whether directly or through a trust in one or more tranches, under the Infomedia18 Employees Stock Purchase Plan 2010 (“ESOP 2010”) of the Company, in accordance with the terms and conditions of the said ESOP 2010, to employees of the Holding Company or employees of the Subsidiary Company(ies), whether working in India or out of India and Directors of the Holding Company or the Subsidiary Company(ies) whether Managing Director or Wholetime Directors or otherwise, subject to necessary provisions & approvals.
3. To offer, allot and issue equity shares, whether directly or through a trust in one or more tranches, under the Infomediala Employees Stock Purchase Plan 2010 (“ESPP 2010”) of the Company, in accordance with the terms and conditions of the said ESPP 2010, to any Employee including employees of Holding and Subsidiary Company(ies),whether working in India or abroad and / or Director including Managing Director of the Company and / or of the Holding Company and / or that of the Subsidiary Company(ies) (“Employees”), in excess of 1% of the issued capital during any year to any one Employee provided that such allotment/issue/offer to any one Employee shall not be more than 10% of the issued capital of the Company, subject to necessary provisions & approvals.
4. Accorded to:
i. Create an additional 25,00,000 Stock Options (as defined in Explanatory Statement) under the existing Employees Scheme Option Plan 2007 and each such option shall entitle the holder thereof to subscribe to one equity share of Rs. 10/- each in the equity capital of the Company in accordance with the terms and conditions of the ESOP 2007 and
ii. Modify the maximum exercise period under Employees Stock Option Plan 2007 to three years, to be reckoned from the date of each vesting and in this regard replace clause 7.7 of the Employees Stock Option Plan 2007 with the following new clause:
7.7 The Maximum Exercise Period would be 3 year from the date of each vesting of the Option and the Option issued to an EMPLOYEE would lapse if it is not exercised by him within the maximum period of 3 year from the date of each vesting.
5. To offer, allot and issue stock options and equity shares, whether directly or through a trust in one or more tranches, under the Employees Stock Option Plan 2007 (“ESOP 2007”) of the Company, in accordance with the terms and conditions of the said ESOP 2007, to employees of the Holding Company or employees of the Subsidiary Company(ies), whether working in India or out of India and Directors of the Holding Company or the Subsidiary Company(ies) whether Managing Director or Wholetime Directors or otherwise, subject to necessary provisions & approvals.
6. To offer, allot and issue stock options and equity shares, whether directly or through a trust in one or more tranches, under the Employees Stock Option Plan 2007 (“ESOP 2007”) of the Company, in accordance with the terms and conditions of the said ESOP 2007, to any Employee including employees of Holding and subsidiary companies, whether working in India or abroad and/or Director including Managing Director of the Company and / or of the Holding Company and / or that of the Subsidiary Company(ies) (“Employees”), in excess of 1% of the issued capital during any year to any one Employee provided that such allotment / issue / offer to any one Employee is not more than 3% of the issued capital of the Company, subject to necessary provisions & approvals.
The Company has appointed Mr. Rajiv Adlakha of M/s. R K Adlakha & Associates, Chartered Accountant as the Scrutinizer for conducting the Postal Ballot process in a fair and transparent manner.
The Postal Ballot form duly completed should reach the scrutinizer not later than the close of working hours on April 30, 2010. The scrutinizer will submit his report to the Chairperson / Managing Director / Company Secretary. The results of the postal ballot will be declared and displayed by the Chairperson / Managing Director / Company Secretary of the Company on May 07, 2010. |
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