board resolutions

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BHAWANI RAO

BHAWANI RAO (Querist)
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30 June 2010 Can any body provide me board resolution for allotment of shares under ESOP Scheme

B Rao

Ankur Garg

Ankur Garg (Expert)
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30 June 2010

Find below the desired resolution and modify the same accordingly:

(A) "RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions, of the Companies Act, 1956 (“the Act”) ,the provisions contained in the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999 (“the Guidelines”) (including any statutory amendment, modification or re-enactment to the Act of the Guidelines for the time being in force) and the Article of Association of the Company and subject to the such approvals ,permissions, sanctions and subject to such conditions and modifications, as may be prescribed or imposed while granting such approvals, consent, permission and/or sanctions, approval and consent of the Company be and is hereby accorded to the Board of Directors of the Company (herein after referred to as the "Board" which term shall be deemed to include any Committee including ESOP Compensation Committee of the Board), to the proposed ESOP Scheme and to create, offer ,issue and allot in one or more trenches under the said proposed ESOP Scheme at any time to or for the benefit of employees and Directors of the Company such number of equity share and /or equity linked instruments including options and /or any other instruments including options and /or any other instrument or securities which could give rise to the issue of equity shares (hereinafter collectively referred to as “Securities”) of the Company ,initially not exceeding 80,000,000 Equity Shares of the Company ,at Rs.___/-( Equity Options on ESOP scheme at a premium of Rs.___/- per share ) or such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the Guidelines or other applicable provisions of an law as may be prevailing at that time.

RESOLVED FURTHER THAT the Board be and is hereby authorized to formulate, evolve ,decide upon and bring into effect any Scheme (hereinafter referred to as “the INFOSYS ESOP Scheme” on such terms and conditions as contained in the relevant Explanatory Statement to this notice and to make any modifications(s), change(s), variation(s), alteration (s) or revision(s) in the terms and conditions of the scheme from time to time including but not limited to amendments with respect to vesting period, exercise price ,eligibility criteria, vesting schedule or to suspend, withdraw or revive the INFOSYS ESOP Scheme .

RESOLVED FURTHER THAT the equity shares to be issued and allotted shall rank pari passu with the existing equity shares of the Company in all respects including payment of dividend.

RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of the securities allotted under the INFOSYS ESOP Scheme on the Stock Exchanges where the securities of the Company are listed as per the provisions of the Listing Agreements with the concerned Stock Exchanges and other applicable guidelines, rules and regulations .

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board is hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any questions, difficulties or doubts that may arise in this regard at any stage including at the time of listing of securities without requiring the Board to secure any further consent or approval of the members of the Company in this regard.

(B) "RESOLVED THAT pursuant to Section 81(1A) and all other applicable provisions, of the Companies Act, 1956 (“the Act”) ,the provisions contained in the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines,1999 (“the Guidelines”) (including any statutory amendment, modification or re-enactment to the Act of the Guidelines for the time being in force) and the Article of Association of the Company and subject to the such approvals ,permissions, sanctions and subject to such conditions and modifications, as may be prescribed or imposed while granting such approvals, consent, permission and/or sanctions, approval and consent of the Company be and is hereby accorded to the Board of Directors of the Company (herein after referred to as the "Board" which term shall be deemed to include any Committee including ESOP Compensation Committee of the Board), to extend the benefit of said INFOSYS ESOP Scheme referred to in Resolution under Item No.5 a) in this notice to the employees and Directors of the Subsidiary Companies and /or to such other persons , as may from time to time be allowed under the prevailing laws ,rules and regulations, and /or amendments thereto from time to time on such terms and conditions as may be decided by the Board .

RESOLVED FURTHER THAT the Board be and is hereby authorised to take necessary steps for listing of the securities allotted under the INFOSYS ESOP Scheme on the Stock Exchanges where the securities of the Company are listed as per the provisions of the Listing Agreements with the concerned Stock Exchanges and other applicable guidelines, rules and regulations.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board is hereby authorized to do all such acts, deeds, matters and things as may be necessary or expedient and to settle any questions, difficulties or doubts that may arise in this regard at any stage including at the time of listing of securities without requiring the Board to secure any further consent or approval of the members of the Company in this regard.

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