Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Chapter: I
PRELIMINARY
Regulation 1	:	Short title, commencement and application.
Regulation 2	:	Definitions.
Chapter: II
SCHEMES-IMPLEMENTATION AND PROCESS
Regulation 3	:	Implementation of schemes through trust.
Regulation 4	:	Eligibility.
Regulation 5	:	Compensation committee.
Regulation 6	:	Shareholders’ approval.
Regulation 7	:	Variation of terms of the schemes.
Regulation 8	:	Winding up of the schemes.
Regulation 9	:	Non-transferability.
Regulation 10	:	Listing.
Regulation 11	:	Schemes implemented by unlisted companies.
Regulation 12	:	Compliances and conditions.
Regulation 13	:	Certificate from auditors.
Regulation 14	:	Disclosures.
Regulation 15	:	Accounting policies.
Chapter: III
ADMINISTRATION OF SPECIFIC SCHEMES
Part: A
EMPLOYEE STOCK OPTION SCHEME (ESOS)
Regulation 16	:	Administration and implementation.
Regulation 17	:	Pricing.
Regulation 18	:	Vesting period.
Regulation 19	:	Rights of the option holder.
Regulation 20	:	Consequence of failure to exercise an option.
Part: B
EMPLOYEE STOCK PURCHASE SCHEME (ESPS)
Regulation 21	:	Administration and implementation.
Regulation 22	:	Pricing and lock-in.
Part: C
STOCK APPRECIATION RIGHTS SCHEME (SAR SCHEME)
Regulation 23	:	Administration and implementation.
Regulation 24	:	Vesting.
Regulation 25	:	Rights of the SAR holder.
Part: D
GENERAL EMPLOYEE BENEFITS SCHEME (GEBS)
Regulation 26	:	Administration and implementation.
Part: E
RETIREMENT BENEFIT SCHEME (RBS)
Regulation 27	:	Administration and implementation.
Chapter: IV
ISSUE OF SWEAT EQUITY BY A LISTED COMPANY
Part: A
PART–A
Regulation 28	:	Applicability
Regulation 29	:	Definition of employee in relation to issue of sweat equity shares:
Regulation 30	:	Issue of sweat equity shares to employees.
Regulation 31	:	Maximum quantum of sweat equity shares
Regulation 32	:	Special resolution.
Regulation 33	:	Pricing of sweat equity shares.
Regulation 34	:	Valuation.
Regulation 35	:	Accounting treatment.
Regulation 36	:	Placing of auditor’s certificate before annual general meeting.
Regulation 37	:	Ceiling on managerial remuneration.
Regulation 38	:	Lock-in of sweat equity shares.
Regulation 39	:	Listing.
Regulation 40	:	Applicability of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Part: B
GENERAL OBLIGATIONS
Regulation 41	:	Obligations of the company.
Chapter: V
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS
Regulation 42	:	Exemption from enforcement of the regulations in special cases.
Regulation 43	:	Exemption from enforcement of the regulations in other cases.
Chapter: VI
MISCELLANEOUS
Regulation 44	:	Directions by the Board.
Regulation 45	:	Power to remove difficulties.
Regulation 46	:	Repeals and savings.
SCHEDULES
SCH-01	:	Minimum Provisions in Trust Deed
SCH-02	:	SCHEDULE – II [See regulation 32(1)]

Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

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