Regulation 12 - Compliances and conditions. - Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

12. Compliances and conditions. (1) No company shall make any fresh grant which involves allotment or transfer of shares to its employees under any scheme formulated prior to its IPO and prior to the listing of its equity shares ('pre-IPO scheme ) unless: (i) Such pre-IPO scheme is in conformity with these regulations; and (ii) Such pre-IPO scheme is ratified by its shareholders subsequent to the IPO: Provided that the ratification under clause (ii) may be done any time prior to grant of new options or shares or SAR under such pre-IPO scheme. (2) No change shall be made in the terms of options or shares or SAR issued under such pre-IPO schemes, whether by repricing, change in vesting period or maturity or otherwise unless prior approval of the shareholders, by way of special resolutions, is taken for such a change, except for any adjustments for corporate actions made in accordance with these regulations. (3) For listing of shares issued pursuant to ESOS, ESPS or SAR, the company shall obtain the in- principle approval of the recognized stock exchanges where it proposes to list the said shares prior to the grant of options or SARs. (4) When the holding company issues option, share, SAR or benefits to the employees of its subsidiary, the cost incurred by the holding company for issuing such option, share, SAR or benefits shall be disclosed in the 'notes to accounts' of the financial statements of the subsidiary company. (5) In a case falling under sub-regulation (4), if the subsidiary reimburses the cost incurred by the holding company in granting option, share, SAR or benefits to the employees of the subsidiary, both the subsidiary as well as the holding company shall disclose the payment or receipt, as the case may be, in the 'notes to accounts' to their financial statements. (6) The company shall appoint a merchant banker for the implementation of schemes covered by these regulations till the stage of obtaining in-principle approval from the recognized stock exchanges in accordance with clause (b) of regulation 10 of these regulations.