Asian Electronics fraud on investors by repricing stock options

When I opened the FY11 annual report of Asian Electronics(http://www.aelgroup.com/AEL_Annual_Report_2010-11.pdf), I got a shock by looking at the options repricing resolution. Stripped of all the legal jargon, they want the shareholders to lower the exercise price of options from Rs 28 to Rs 12.6 viz Rs 17.4 reduction. These options were granted hardly a year ago(viz 31st March 2010), and now they are seeking post facto approval because. In view of such depressed level of market price of shares, exercise of stock options at an exercise price of Rs. 28/-per share became unviable for all the grantees... revised the exercise price from Rs. 28/- per share to Rs. 12.60/- per share, to bring the exercise price in consonance with the prevailing market price of the shares of the Company

This logic is flawed. Options are not meant to be at the prevailing market price UNLESS the holders intend to exercise it  immediately, in which case they could have got it from the open market. They obviously intend to hold it till Mar-15, and exercise it when the price jumps over Rs 13.

Now, these options were exercisable within 5 yrs viz Mar-2015. But evidently, the directors and employees are in a hurry to cash out. Poetic justice perhaps further reduced the share price to Rs 8 as of today, so will they pass another resolution to reduce the exercise  

So how much are they profiting from this?

1. The 4 non executive directors are having 1 million ESOPs reprices=>a benefit of Rs 17.4 million.
2. Other key employees are having 3,51,550 ESOPs repriced=> a benefit of Rs 6.2 million.

One can justify the need to retain employees by repricing their stock options, but repricing for non executive directors? It smacks of a Faustian Bargain 'You scratch my back I scratch your back'. One would have thought that the self described eminent professionals with experience in over all management, finance and law, who bring a wide range of skills and experience to the Board would be above doing something like this, but evidently Rs 17.4 million is the price of their conscience.

Granted that this is subject to confirmation by shareholders but I wonder how did

• The compensation committee(all the said Non Executive directors) vote itself options repricing)?
• The nominee institution directors agree to this?(maybe because this saves an monetary outflow)?
• They ever think of seeking 'post facto' approval and seeking fait accompli. 

No wonder then, that Asian Electronics's reputation on the bourses is trash.