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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 ..... work and Issues and Listing . Yours faithfully, Amit Tandon Deputy General Manager +91-22-26449373 [email protected] 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 inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... fits under schemes covered by Part D and/or Part E of Chapter III of the regulations in case of employees who are on long leave; and j. the 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... employees of associate company f. Whole-time directors 9 Total number of shares reserved under the scheme, as applicable. 10 Number of shares entitled under the grant. 11 Total number of grants 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 und ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 8 Any other relevant documents. Undertakings The undersigned company hereby undertakes: 1 To file, a post-effective amendment to this statement to include any material information with respect to the scheme of distribution not previously disclosed in the statement or 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 requ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ounting standards as prescribed from time to time. B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by ICAI or any other relevant accounting standards as prescribed from time to time. C. Details related to ESOS (i) A description of each ESOS that existed at any time during the year, including the general terms 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 p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ermined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition. Disclosures in respect of grants made in three years prior to IPO under each ESOS (i) Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosures of the information specified above in respect of such options shall also be made. D. Details related to ESPS (i) The following details on each ESPS under which allotments were made during the year: (a) Date of shareholders approval (b) Number of shares issued (c) The price at which such shares are issued (d) Lock-in period (ii) The following details regarding allotment made under each ESPS, as at the end of the year : Particulars Details The details of the number of shares issued under ESPS The price at which such shares are issued Employee-wise details of the shares ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ar Number of SARs exercisable at the end of the year (v) Employee-wise details (name of employee, designation, number of SAR granted during the year, exercise price) of SAR granted to - (a) senior managerial personnel; (b) any other employee who receives a grant in any one year of amounting to 5% or more of SAR granted during that year; and (c) identified employees who were granted SAR, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. Disclosures in respect of grants made in three years prior to IPO under each SAR scheme (i) Until all SARs granted in the three years prior to the IPO have been exercised or have lapsed, disclosures of the information specified above in respect of such SARs shall also be made F. Details related to GEBS / RBS (i) A description of each GEBS / RBS scheme that existed at any time during the year, including the general terms and conditions of each such scheme, including - (a) Date of shareholders approval (b) Kind of benefits to be granted under the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sold during the year Transferred to the employees during the year Held at the end of the year Regulations 16(2) and 23(3) - Disclosure Document Part A: Statement of Risks All investments in shares, options or SARs are subject to risk as the value of shares may go down or go up. In addition, the options / SARs are subject to the following additional risks: 1. Concentration: The risk arising out of any fall in value of shares is aggravated if the employee s holding is concentrated in the shares of a single company. 2. Leverage: Any change in the value of the share can lead to a significantly larger change in the value of the options / SARs. 3. Illiquidity: The options / SARs cannot be transferred to anybody, and therefore the employees cannot mitigate their risks by selling the whole or part of their benefits before they are exercised. 4. Vesting: The options / SARs will lapse if the employment is terminated prior to vesting. Even after the options / SARs are vested, the unexercised options / SARs may be forfeited if the employee is terminated for ..... X X X X Extracts X X X X X X X X Extracts X X X X
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