9911796707
TMI BlogAmendment to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999X X X X Extracts X X X X X X X X Extracts X X X X ..... ng treatment for ESOS/ ESPS administered through trust route, provisions to facilitate faster listing of shares arising out of exercise of ESOP, etc. Subsequent to these amendments, SEBI received queries seeking clarifications. Hence, proposals, addressing the queries and amending the said Guidelines, were put up on the SEBI Website for public comments. The public comments/representations received were placed before the Committee on ESOP , chaired by Prof. J. R. Varma. The recommendations of the Committee were also put up on the SEBI Website for public comments. The Board, after considering the recommendations of the aforesaid Committee and the public comments received thereon, has approved certain modifications to be made to the said Guidelines. Accordingly, amendments to the said Guidelines have been made in exercise of the powers conferred under section 11(1) of SEBI Act, 1992. The amendments are enclosed in Annexure A . The date of applicability of the amendments to the said Guidelines, issued vide Circular no. SEBI/PMD/MBD/ESOP/2/2003/30/6 dated 30 th June 2003 and vide this circular, is clarified hereunder. All amendments which are not referred to in the following ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arlier requirement of ratification is dispensed with. However, any ratification already made pursuant to clause 22.2 (i) shall be valid. ii) Clause 22.2 (ii) : All initial public offer documents filed on or after 30 th June 2003 and before the date of this circular. b) Applicability of amendments made vide this circular : All options granted on or after the date of this circular. 22.2A All options granted on or after the date of this circular. 22.3 Date to be specified by SEBI. 22.4 a) Amendment made vide circular dated 30 th June 2003 : All initial public offer documents filed on or after 30 th June 2003. b) Amendment made vide this circular : All initial public offer documents filed on or after the date of this circular. 22.6 Date to be specified by SEBI. 22.7 All accounting periods commencing on or after 30 th June 2003. 22.7A All accounting periods commencing on or after the date of this circular. 22.8 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ave been vested . 4. In clause 9.1, the following proviso shall be inserted, namely: Provided that in a case where options are granted by a company under an ESOS in lieu of options held by the same person under an ESOS in another company which has merged or amalgamated with the first mentioned company, the period during which the options granted by the transferor company were held by him shall be adjusted against the minimum vesting period required under this clause. 5. In clause 12.1, in sub-clause (k), for the words, brackets and figures International Accounting Standard (IAS) 33 the following words, brackets and figures shall be substituted, namely, Accounting Standard (AS) 20 Earnings per Share . 6. In clause 12.1, in sub-clause (m), the following words shall be omitted, namely on the grant date . 7. After clause 12.1, the following clause shall be inserted, namely: 12.2 Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosures shall be made either in the Directors Report or in an Annexure thereto of the information specified in clause 12.1 in respect of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... n lieu of shares acquired by the same person under an ESPS in another company which has merged or amalgamated with the first mentioned company, the lock in period already undergone in respect of shares of the transferor company shall be adjusted against the lock-in required under this clause. 11. For clause 22.2, the following clauses shall be substituted, namely: 22.2 The shares arising after the IPO, out of options granted under any ESOS framed prior to its IPO shall be listed immediately upon exercise in all the recognised stock exchanges where the equity shares of the company are listed subject to compliance with clause 15.3 and, where applicable, clause 22.2A. 22.2A (1) No listed company shall make any fresh grant of options under any ESOS framed prior to its IPO and prior to the listing of its equity shares (hereinafter in this clause referred to as pre-IPO scheme ) unless i) such pre-IPO scheme is in conformity with these guidelines; and, ii) such pre-IPO scheme is ratified by its shareholders in general meeting subsequent to the IPO. Provided that the ratification under item (ii) may be done any time prior to g ..... X X X X Extracts X X X X X X X X Extracts X X X X
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