Regulation 32 - Special resolution. - Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

32. Special resolution. (1) For the purposes of passing a special resolution under clause (a) of sub-section (1) of section 54 of the Companies Act, 2013 (18 of 2013), the explanatory statement to be annexed to the notice for the general meeting pursuant to section 102 of the Companies Act, 2013 (18 of 2013) shall contain disclosures as specified in the Schedule II of these regulations. (2) The issue of sweat equity shares to employees who belong to promoter or promoter group shall be approved by way of a resolution passed by a simple majority of the shareholders in general meeting: Provided that for passing such a resolution, voting through postal ballot and/or e-voting as specified under Companies (Management and Administration) Rules, 2014 shall also be adopted; Provided further that the promoters/promoter group shall not participate in such resolution. (3) Each issue of sweat equity shares shall be voted by a separate resolution. (4) The resolution for issue of sweat equity shares shall be valid for a period of not more than twelve months from the date of passing of the resolution.