Held on 25 July 2014
Just Dial announced that the Board of Directors of the Company at its meeting held on 25 July 2014, inter alia, has transacted the following :1. Considered and approved the allotment of 2,284 Equity Shares of face value of Rs. 10/- each to certain employees of the Company upon exercise under the Employee Stock Option Scheme, 2010 pursuant to exercise of vested options by such employees.
2. Approved the appointment of Ramani Iyer as Whole-time Director w.e.f. 01 August 2014.
3. Considered the Nomination and Remuneration Policy, the Policy to deal with Related Party, the Whistle Blower Policy and the Revised Policy for Prevention of Sexual Harassment and deferred the same for further review by the Board of Directors.
4. Considered and approved the Employee Stock Option Scheme, 2013 of the Company proposed to be instituted pursuant to the approval obtained from the shareholders at their meeting dated September 30, 2013.
5. Approved convening the Annual General Meeting of the shareholders of the Company for the Financial Year 2013-14 on 24 September 2014, however time and venue of the Annual General Meeting and closing the Register of Members and Share Transfer Book will be decided by the Board at a later date.
6. Recommended re-appointment of B. Anand, Sanjay Bahadur and Malcolm Monteiro as Independent Directors in accordance the provisions of Section 149(4) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and revised clause 49 of the Listing Agreement, in the forthcoming Annual General Meeting.
7. Considered and approved the proposal to obtain approval of the shareholders pursuant to provisions of section 62(1)(b) of the Companies Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 to institute a new Employee Stock Option Scheme, 2014 to grant options to certain employees of the Company which upon conversion shall result in allotment of a maximum of 350,000 equity shares of the Company.
8. Noted receipt of a letter dated 24 July 2014 from Just Dial Global ("JDGPL") expressing its inability to pursue operations in USA and Canada and further the Board authorised the Company to consider and evaluate the acquisition of Just Dial Inc., U.S.A. (a subsidiary of JDGPL) from JDGPL and has authorized Ramkumar Krishnamachari, Chief financial Officer of the Company and K. Srinivas, Deputy Chief financial Officer of the Company for the purposes of evaluating a detailed strategy and the viability of such acquisition.
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