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TMI BlogRequirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014X X X X Extracts X X X X X X X X Extracts X X X X ..... puty General Manager +91-22-26449373 amitt@sebi.gov.in Annexure Requirements under the SEBI (Share Based Employee Benefits) Regulations, 2014 Regulation 3(3) - Minimum Provisions in Trust Deed The trust deed shall, inter alia, cover the following: 1. Details of the trust, including: (i) Name of the trust; (ii) Object of the trust; (iii) Details of settlor; (iv) Details of scheme(s) administered; (v) Source of funds; (vi) Description of the manner in which the trust funds shall be used for meeting object of the trust; (vii) Description of the classes of beneficiaries along with their rights and obligations; (viii) Details of trustee(s); 2. Powers and duties of trustee(s), including: (i) Frame rules for administration of the scheme(s) in compliance with the scheme documents, object of the trust and the regulations; (ii) Maintain books of accounts of trust as required under law including the regulations; 3. Provisions on dissolution of the trust; 4. Trust deed shall provide that it would be the duty of the trustees to act in the interest of employees who are beneficiaries of the trust and subject to provisions of the regulations, it shall not act in any ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e procedure for cashless exercise of options / SARs. Regulation 6(2) - Contents of the explanatory statement to the notice and resolution for shareholders meeting The explanatory statement to the notice and the resolution proposed to be passed for the schemes in general meeting shall, inter alia, contain the following information: a. brief description of the scheme(s); b. the total number of options, SARs, shares or benefits, as the case may be, to be granted; c. identification of classes of employees entitled to participate and be beneficiaries in the scheme(s); d. requirements of vesting and period of vesting; e. maximum period (subject to regulation 18(1) and 24(1) of the regulations, as the case may be) within which the options / SARs / benefit shall be vested; f. exercise price, SAR price, purchase price or pricing formula; g. exercise period and process of exercise; h. the appraisal process for determining the eligibility of employees for the scheme(s); i. maximum number of options, SARs, shares, as the case may be, to be issued per employee and in aggregate; j. maximum quantum of benefits to be provided per employee under a scheme(s); k. whether the s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rants to be made. 12 Maximum number of shares, options, SARs or benefits to be granted per employee per grant and in aggregate. 13 Exercise price or pricing formula. 14 Whether any amount payable at the time of grant? If so, quantum of such amount. 15 Lock-in period under the scheme. 16 Vesting period under the scheme. 17 Maximum period within which the grant shall be vested. 18 Exercise period under the scheme. 19 Whether employee can exercise all the options or SARs vested at one time? Yes/No 20 Whether employee can exercise vested options or SARs at various points of time within the exercise period? Yes/No 21 Whether scheme provides for the procedure for making a fair and reasonable adjustment to the number of options or SARs and to the exercise price in case of rights issues, bonus issues and other corporate actions? Clause in scheme describing such adjustment. 22 Description of the appraisal process for determining the eligibility of employees under the scheme. 23 The specified time period within which vested options or SARs are to be exercised in the event of termination or resignation of an employee. 24 The specified time period within which options or SARs to b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r any material change to such information in the statement. 2 To notify, the concerned stock exchanges on which the shares of the company are listed, of each issue of shares pursuant to the exercise of options or SARs under the scheme mentioned in this statement, in the prescribed form, as amended from time to time. 3 That the company shall conform to the accounting policies specified in regulation 15 of the SEBI (Share Based Employee Benefits) Regulations, 2014. 4 That the scheme confirms to the SEBI (Share Based Employee Benefits) Regulations, 2014. 5 That the company has in place systems / codes / procedures to comply with the SEBI (Prohibition of Insider Trading) Regulations, 1992 or any modification or re-enactment thereto. Signatures 1. Pursuant to the requirements of the SEBI Act / Regulations, the company certifies that it has reasonable grounds to believe that it meets all the requirements for the filing of this form and has duly caused this statement to be signed on its behalf by the undersigned, thereunto, duly authorized Name of the company Sd/- Name of the Compliance Officer Designation Date: Place: 2. Certification by Registered Merchant Banker, pursuant ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ms and conditions of each ESOS, including - (a) Date of shareholders' approval (b) Total number of options approved under ESOS (c) Vesting requirements (d) Exercise price or pricing formula (e) Maximum term of options granted (f) Source of shares (primary, secondary or combination) (g) Variation in terms of options (ii) Method used to account for ESOS - Intrinsic or fair value. (iii) Where the company opts for expensing of the options using the intrinsic value of the options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. (iv) Option movement during the year (For each ESOS): Particulars Details Number of options outstanding at the beginning of the period Number of options granted during the year Number of options forfeited / lapsed during the year Number of options vested during the year Number of options exercised during the year Number of shares arising as a result of exercise of options Money realized by exercis ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the number of shares issued under ESPS The price at which such shares are issued Employee-wise details of the shares issued to; (i) senior managerial personnel; (ii) any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; (iii) identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; Consideration received against the issuance of shares, if scheme is implemented directly by the company Loan repaid by the Trust during the year from exercise price received E. Details related to SAR (i) A description of each SAR scheme that existed at any time during the year, including the general terms and conditions of each SAR scheme, including - (a) Date of shareholders' approval (b) Total number of shares approved under the SAR scheme (c) Vesting requirements (d) SAR price or pricing formula (e) Maximum term of SAR granted (f) Method of settlement (whether in cash or equity) (g) Choice of settlement (with the company or the employee or combination) (h) Source of shares (primary, secondary or combination) (i) Variatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the schemes under the regulations are to be disclosed: (i) General information on all schemes Sl. No. Particulars Details 1 Name of the Trust 2 Details of the Trustee(s) 3 Amount of loan disbursed by company / any company in the group, during the year 4 Amount of loan outstanding (repayable to company / any company in the group) as at the end of the year 5 Amount of loan, if any, taken from any other source for which company / any company in the group has provided any security or guarantee 6 Any other contribution made to the Trust during the year (ii) Brief details of transactions in shares by the Trust (a) Number of shares held at the beginning of the year; (b) Number of shares acquired during the year through (i) primary issuance (ii) secondary acquisition, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share; (c) Number of shares transferred to the employees / sold along with the purpose thereof; (d) Number of shares held at the end of the year. (iii) In case of secondary acquisition of shares by the Trust Number of shares As a percentage of ..... X X X X Extracts X X X X X X X X Extracts X X X X
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