Notice is hereby given that the Extra-ordinary General Meeting of the Members of Birlasoft (India) Limited will be held on October 20, 2015 at 05:30 pm at the Registered Office of the Company at 8th Floor, Birla Tower, 25 Barakhamba Road, New Delhi-110001 to transact the following business:

Special Business:

  1. Alteration in Articles of Association of the Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

“RESLOVED THAT the Articles of Association of the Company be and hereby altered by adding the following:

(i) New sub paragraph (d) in Article 27:

(d) Non Executive Directors of the Company may be paid remuneration by way of commission at the rate of 1% of the net profit of the Company computed in the manner laid down in section 198 of the Companies Act 2013,provided always that(i) the quantum of commission and proportion and manner of division thereof among the Directors shall be as may from time to timebe determined by the Board and (ii) , the managerial remuneration payable to its directors including Managing Director,Whole time Director and Manager shall not exceed 11% of the net profit of the Company for that financial year.

 

(ii) New Article 4.2:

4.2 The company shall have power, subject to and in accordance with applicable provisions of the Act, to issue further shares and securities,  as it may consider appropriate to -

(i) person who, at the date of offer, are holders of the equity shares of the company; such offer shall be deemed to include a right exercisable by the person concerned to renounce the shares  offered to him or any of them in favour of any other person; or

(ii) employees under any scheme of employees’ stock option;  

(iii) any person, whether or not those persons include the persons referred to in sub article (i) and (ii) above.

Subject to and in accordance with the Companies Act 2013 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.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.

2.  Approval for payment of Commission to Non Executive Directors of Company:

To consider and if thought fit to pass with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the applicable provisions of the Companies Act 2013 and the rules made thereunder and read with the Articles of Association of the Company and based on the recommendation of the Board and Nomination and Remuneration Committee in its meeting held on July 27, 2015, the Company hereby approves the payment of remuneration by way of commission at the rate of 1% of the net profit of the Company computed in the manner laid down in Section 198 of the Companies Act 2013, to Non Executive Directors of the Company commencing from the financial year ending 31st March 2016, provided always that the quantum of commission, proportion and manner of division thereof among the Directors shall be determined by the Board in due course.

RESOLVED FURTHER THAT all Directors or the Company Secretary be and are hereby authorised to do all such acts, deeds and things as may be required to give effect to this resolution”.  

3. Create, offer, issue and allot Options under Employee Stock Option Plan:

To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the provisions of section 62 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read along with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and such other applicable provisions under of Companies Act 2013 and other applicable laws/ regulations (including any statutory amendment, modification or re-enactment to the Act or the Regulations for the time being in force) and subject to such approvals, permissions, sanctions and in accordance with the Memorandum and Articles of Association of the Company and subject to such conditions and modifications as may be prescribed or imposed by the above authorities and upon receipt of recommendation of the Nomination and Remuneration Committee (“NRC”), the Audit Committee (as applicable) and the Board  in their respective meetings held on October 20, 2015, approval of the Company be and is hereby accorded by a special resolution to the Board of Directors (hereinafter referred to as the “Board” which terms shall be deemed to include any committee including the NRC), for the adoption of the ‘Birlasoft (India) Limited Employees Stock Option Plan 2015’ (“Plan”) which was tabled before this meeting alongwith supplementary documents thereto;

RESOLVED FURTHER THAT consent of the members of the Company be and is hereby accorded to the Board (including NRC which the Board has constituted to be the Compensation Committee as required under the Act and the rules made thereunder) to create, offer, issue and allot stock options not exceeding 25,00,000/- (Twenty Five Lacs) 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 discretion;

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 Act and the rules made thereunder) for creation, offer, issue and allotment at any time, 25,00,000/- (Twenty Five Lacs equity shares of the face value of Rs 10/- (Rupees Ten Only) each of the Company, upon exercise of the options, at such price, and on such terms and conditions and upon meeting of such vesting criteria as may be fixed or determined by the Nomination and Remuneration Committee or the Board in its sole and exclusive discretion;

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 the Board be and is hereby authorized to delegate all or any powers conferred herein, to Nomination and Remuneration Committee, with power to further delegate to any executives / officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc., as may be necessary in this regard.”

RESOLVED FURTHER THAT that all members of the Nomination and Remuneration Committee of the Company be and are hereby severally authorised to sign Stock option Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the eligible employees as may be determined by the Nomination and Remuneration Committee of the Board of Directors of the Company from time to time”

4.  Employee Stock Option Plan for employees of the Subsidiary Companies

      To consider and if thought fit to pass with or without modification(s), the following resolution as Special Resolution:

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013, and Foreign Exchange Management Act, 1999 and any other rules, regulations and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable and subject to any approvals, permissions and sanctions of any / various authority(ies) as may be required and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and based on the recommendations of the Nomination and Remuneration Committee (NRC), Audit Committee (as applicable) and the Board of Directors of the Company in their respective meetings held on October 201, 2015, the Company hereby accords its approval by a special resolution to extend the benefit of ‘Birlasoft (India) Limited Employee Stock Option Plan 2015’ (“Plan”) as tabled  before the meeting alongwith supplementary documents, and proposed in resolution under Item no 3 of this Notice, to such individual(s) who are in the permanent employment of the subsidiary companies (whether now or hereafter existing, in India or overseas, as may be from time to time be allowed under the prevailing laws, rules and regulations, and / or any amendments thereto from time to time) (the Subsidiary Companies) whether working in India or out of India, on whole-time basis or not and to such other persons as may from time to time be allowed to enjoy the benefits of the Plan under applicable laws and regulations prevailing from time to time (hereinafter collectively referred to as  ‘Subsidiary Companies Employees’), except those who are promoters or belong to the promoter group, at such price or prices, in one or more tranches and on such terms and conditions, as may be fixed or determined by the Board including the Nomination and Remuneration  Committee in accordance with stipulations contained in the Plan;

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 25,00,000 (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;

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 the Board be and is hereby authorized to delegate all or any powers conferred herein, to Nomination and Remuneration Committee of the Board,   with power to further delegate to any executives / officers of the Company to do all such acts, deeds, matters and things as also to execute such documents, writings, etc., as may be necessary in this regard.”

RESOLVED FURTHER THAT that all members of the Nomination and Remuneration                    Committee of the Company be and are hereby severally authorised to sign Stock option   Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the eligible employees as may be determined by the Nomination and Remuneration Committee of the Board of Directors of the Company from time to time”

5.  Grant of Stock options 1% or more of the issued share capital of the Company.

      To consider and if thought fit to pass with or without modification(s), the following Resolution as Special Resolution:

    “RESOLVED THAT as per the provisions of Section 62 of Companies Act 2013 read with the Rule 12 of The Companies (Share Capital and Debenture) Rules, 2014 and Foreign  Exchange Management Act, 1999 and any other rules, regulations and guidelines of any / various statutory / regulatory authority(ies) that are or may become applicable and subject to any approvals, permissions and sanctions of any / various authority(ies) as may be required and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions and based on the recommendations of the Nomination and Remuneration Committee (NRC), the Audit Committee ( as applicable) and the Board of Directors of the Company in their respective meetings held on October 20, 2015, the Company be and hereby accords its approval by a special resolution to grant stock options under the Birlasoft (India) Limited Employees Stock Plan 2015 (Plan) 1% (one percent) or more of the issued share capital of the Company, during the financial year 2015-2016, to the following employees:

Name and Designation of Eligible Employee

Number of Options to be granted

Mr. Anjan Lahiri, Managing Director and Chief Executive Officer

5,48,709

(1.75% of the current issued share capital of the Company)

Mr. Dharmander Kapoor, Chief Operating Officer of the Company

3,13,548

(1% of the current issued share capital of the Company)

RESOLVED FURTHER THAT that all members of the Nomination and Remuneration Committee of the Company be and are hereby severally authorised to sign Stock option Agreement/ issue grant letter/s and do all such acts, deeds and things for and on behalf of the Company as may be necessary for granting stock options to the aforesaid employees of the Company.

6. Change in compensation of Ms. 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:

RESOLVED THAT based on the recommendation of the Board, Audit Committee and Nomination and Remuneration Committee at their respective meetings held on July 27, 2015, the Company hereby ratifies the increase in remuneration of Ms. Pooja Aggarwal remuneration of Rs.83,20,000/- (Rupees Eighty Three Lacs Twenty Thousand Only) per annum (cost to company) paid/ to be paid to Ms. Pooja Aggarwal, Chief Financial Officer of the Company, with effect from July 01, 2015 with an year on year increase in the remuneration not exceeding 30%  (thirty percent) of last drawn annual remuneration”. 

“RESOLVED FURTHER THAT based on the recommendation of the Board, Audit Committee and Nomination and Remuneration Committee at their respective meetings held on October 20, 2015, the Company hereby approves revision in remuneration of Ms. Pooja Aggarwal Chief Financial Officer of the Company to Rs.90,00,000/- (Rupees Ninety Lacs Only) per annum (cost to company) with effect from October 01, 2015 by an increase of Rs.6,80,000/- (Rupees Six Lacs Eighty Thousand Only) over and above the remuneration of Rs. 83,20,000/- (Rupees Eighty Three Lacs Twenty Thousand Only) with an year on year increase in the remuneration not exceeding 30% (thirty percent) of last drawn annual remuneration”

RESOLVED FURTHER THAT in addition to the above, the Company be and hereby approves grant of 1,88,128 (being .6% of the current issued share capital of the Company) stock options under the Birlasoft (India) Limited Employees Stock Plan 2015 (Plan) convertible into equity shares of the Company as per the stipulations contained in the Plan, to Ms. Pooja Aggarwal, Chief Financial Officer of the Company  

For and on Behalf of the Board

For Birlasoft (India) Ltd

Date: October 20, 2015

Place: New Delhi                                                                              

Sd/-

Sonam Sarin

Company Secretary

Birlasoft (India) Limited

 

Notes:

A. The relative explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect of the business under Item No. 1 t0 6 is annexed hereto.

B. 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.

C. 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.

D. As per the provisions of the Companies Act 2013, facility for making nominations is available to individuals shares in the Company. The prescribed nomination form can be obtained from the Company’s Registered Office.

E. The Register of Directors and Key Managerial Personnel and their share, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the ensuing Extra Ordinary General Meeting of the Company.

F. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act 2013 will be available for inspection by the Members at the ensuing Extra Ordinary General Meeting of the Company.

G. 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 10.00 AM to 3.00 PM on the date of ensuing Extra Ordinary General Meeting.

Statement pursuant to Section 102 (1) of the Companies Act 2013

Item No. 1

In accordance with the provisions of the Companies Act, 2013 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 4.2 in the Articles of Association of the Company as mentioned in proposed resolution set out at Item No. 1 of this Notice for inclusion of provision for further issue of shares (including Employee Stock Options as mentioned in proposed resolution set out at Item 3, 4 and 5 of this Notice) by the Company. 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. 1 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 1.

Item No. 2:

In terms of Section 197 of the Companies Act, 2013, in case the Company has Managing or Whole-time Director, the Company can pay commission to the Non-Executive Directors (i.e. Directors other than Executive Chairman, Managing Director and other Whole-time Directors) for a sum not exceeding 1% (one percent) of the net profits of the Company, with the approval of shareholders by way of Special Resolution in this Extraordinary General Meeting.

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, 2016

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 2013, effect may be given to the amendments as set out in Item No. 1 of this Notice.

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. 2 above.

It is recommended to the shareholders to pass above resolution as special resolution set out at Item No. 2.

Item No. 3 & 4

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 main objective of the Plan is to give employees, who are performing well, a certain minimum opportunity to gain from the Company’s performance thereby acting as a retention tool and to attract the best talent available in the market.

The Board of Directors (“Board”) of the Company at its meeting held on October 20, 2015 approved introduction of the ‘Birlasoft Employees Stock Option Plan 2015’ (“Plan”) for the benefit of the present and future employees of the Company including its subsidiary companies, subject to the approval of the members by a special resolution.

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 2013 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.

The disclosures as required by the Regulations are as follows: .

1.  Total number of Options to be granted:  25,00,000 (Twenty Five Lacs)

2.  Classes of employees entitled to participate in the Plan: Present and future permanent employees including Managing Director or Whole time Directors of the Company including its Subsidiary Companies, as may be determined by the Nomination and Remuneration Committee/ Compensation Committee from time to time.

3.  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. The details of vesting is indicated in the proposed Birlasoft (India) Limited Employee Stock Plan 2015 read with the Employee Stock Option Agreement, the copy of which is enclosed herewith.

4. Exercise Price or pricing formula

The exercise price and/or the pricing formula shall be decided by the Nomination and Remuneration Committee from time to time. Employee shall bear all tax liability in relation to grant of options.

5.  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 2015 read with the Employee Stock Option Agreement, the copy of which is the copy of which is enclosed herewith. 

6.  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.

7.  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.

The Nomination and Remuneration Committee shall have all the powers to take necessary decisions for effective implementation of the ESOP Scheme 2015. In terms of the provisions of the ESOP Regulations, ESOP Scheme 2015 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.4 is proposed to extend the benefits of the Plan 2015 to the employees of subsidiary company(ies) as may be decided by the Nomination and Remuneration Committee from time to time under Applicable Laws.

8.  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.g. in case of termination of employment for misconduct, Specified time period within which the employees shall exercise the vested options in the event of a proposed termination of employment or resignation of employee, Statement to the effect that the company shall comply with the applicable accounting standards, please refer proposed Birlasoft (India) Limited Employee Stock Plan 2015 read with the Employee Stock Option Agreement, the copy of which is enclosed herewith.

The Nomination & Remuneration Committee shall have all the powers to take necessary decisions for effective implementation of the Plan. 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. 3 and 4 above.

The Board recommends passing of the resolutions as set out under Item No. 3 & 4 of the Notice for approval of the members as a special resolution.

Item No. 5

Considering the scale of business of the Company and the responsibilities, contribution and on-going efforts of Mr Anjan Lahiri, Managing Director and Chief Executive Officer  & Mr Dharmander Kapoor, Chief Operating Officer of the Company, the Board based on the recommendation of the Nomination and Remuneration Committee and the Audit Committee (as applicable) of the Company in their respective meetings held on October 20, 2015, has recommended for approval of the shareholders, the grant of stock options equivalent to or exceeding 1% of the current issued share capital of the Company, the details of which are mentioned in the proposed resolution as set out in Item No. 5 of this Notice

Except Mr. 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. 5 of this Notice.

The Board recommends passing of the resolutions as set out under Item No. 5 of the Notice for approval of the members as a special resolution.

Item No. 6

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, 2015 and again on October 20, 2015, 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. 6.

Except Ms. 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).

For and on Behalf of the Board

For Birlasoft (India) Ltd

Date: October 20, 2015

Place: New Delhi                                                                              

Sd/-

Sonam Sarin

Company Secretary

Birlasoft (India) Limited