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Amendments to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Equity Listing Agreement

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..... such schemes introduced by the companies are within the regulated framework. 2. It has come to the notice of SEBI that some listed entities have been framing their own employees benefit schemes wherein Trusts have been set up to deal in their own securities in the secondary market, which was not envisaged within the purview of SEBI (ESOS and ESPS) Guidelines 1999. 3. It is apprehended that some entities may frame such schemes with the purpose of dealing in its own securities with the object of inflating, depressing, maintaining or causing fluctuation in the price of the securities by engaging in fraudulent and unfair trade practices. Such dealing in the company s shares by the Trusts may also raise regulatory concerns regarding compli .....

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..... r shall come into force with immediate effect. 8. All stock exchanges are advised to ensure compliance with this circular, and carry out the necessary amendments in their Listing Agreement accordingly. 9. This circular is being issued in exercise of the powers under Section 11 read with Section 11A of the Securities and Exchange Board of India Act, 1992. 10. This circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework and Issues and Listing . Yours faithfully, Sunil Kadam General Manager +91-22-26449630 [email protected] Enclosures: Annexure-I: Amendments to Listing Agreement Annexure II: Format for reporting the details of the employee benefit sche .....

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..... ls of Trust, Trustees, and their relationship with Promoters or Directors of the company 6. Whether promoters/persons belonging to the promoter group/directors, are also beneficiaries in the scheme. If so, the details thereof and their entitlements: 7. No. of shares held by Trust/any other agency managing the scheme as on the date of the circular 8. How the Trust/agency is proposing to deal with the existing holding (whether to be transferred to the employees, or to be sold in the market for transferring the benefits to the employees, if so, details regarding proposed date of such transfer or sale shall be given) Such date shall not be later than June 30, 2013 : 9. Details of persons who are entitled to shares or benefits accrui .....

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