Hexaware issues notice of the extra-ordinary general meeting of the equity shareholders
16 August 2024
Hexaware Technologies Limited (the “Company”) has given notice for extra ordinary general meeting of the members of the company to be held on September 06, 2024, at 9.00 a.m. via video conferencing / other audio visual means (“VC/OAVM”) to transact the following business:
1. Appointment of Mr. Vivek Sharma as an independent director
Mr. Vivek Sharma is eligible for appointment and the Company has received a notice in writing from a Member proposing his candidature for the office of Director pursuant to Section 160 of the Companies Act, 2013, be and is hereby appointed as an independent director on the board of directors of the Company, who shall hold office for a term of three years. Commencing date of approval by the Board i.e., August 13, 2024, and not be liable to retire by rotation. He shall be entitled to receive sitting fees for attending meetings of the Board or any committees thereof and commission as detailed in the letter of appointment dated August 13, 2024 and as may be determined by the Board from time to time.
2. Appointment of Ms. Sukanya Kripalu as an independent director
The resolution approves the appointment of Ms. Sukanya Kripalu as a Non-Executive Woman Independent Director on the Board of Directors of Hexaware Technologies Limited. Her appointment, recommended by the Nomination and Remuneration Committee, is in accordance with the Companies Act, 2013, and SEBI Listing Regulations. Ms. Kripalu, who was initially appointed as an Additional Director effective August 13, 2024, will hold office for a three-year term starting from the approval date. She will receive sitting fees and commission as outlined in her appointment letter and will not be subject to retirement by rotation.
3. Adoption of new set of Articles of Association (AoA) of the company as per companies act, 2013
The resolution approves the substitution of the existing Articles of Association of the Company with a new, amended set, in line with the provisions of the Companies Act, 2013, SEBI Listing Regulations, and other applicable laws. This change was recommended by the Board of Directors in their meeting on August 13, 2024, and requires shareholder approval to adopt the new Articles of Association.
4. Adoption of new set of Memorandum of Association (MoA) of the company as per companies act, 2013
The resolution approves the adoption of a new set of Memorandum of Association (MOA) for the Company, following the Board of Directors' approval on August 13, 2024. The new MOA will replace the existing one, with the following key changes:
Main Objects (Clause III(A)): No changes to the existing sub-clauses 1 to 5.
Objects Ancillary to Main Objects (Clause III(B)): The existing sub-clauses 6 to 56 are deleted and replaced with a new set of sub-clauses 6 to 55.
Other Objects (Clause III(C)): This clause is deleted and its contents are merged into Clause III(B).
Liability of Members (Clause IV): The clause is updated to clarify that members' liability is limited to the unpaid amount on their shares.
Authorized Capital (Clause V): No changes to the existing clause.
These changes require shareholder approval and align the MOA with the Companies Act, 2013, and other relevant regulations.
5. Amendment to the Hexaware Technologies Limited - employee stock option plan 2015
The resolution authorizes the amendment of the Hexaware Technologies Limited employee stock option plan 2015 (ESOP 2015 Plan). This is done in accordance with various provisions of the Companies Act, 2013, SEBI regulations, and other applicable laws and regulations. The amendment will be subject to any necessary approvals from relevant authorities and will comply with the current legal requirements.
6. Amendment to the Hexaware employees stock option plan 2024
The resolution approves the amendment of the Hexaware employees stock option plan 2024 (ESOP 2024 Plan) in accordance with various provisions of the Companies Act, 2013, SEBI regulations, and other applicable laws. The amendment will comply with legal requirements and is subject to necessary approvals and conditions set by relevant authorities.