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 ..... PMD/MBD/ESOP/2/2003/30/6 dated 30th June 2003 to include, inter-alia, provisions of mandatory disclosures of employee compensation cost using fair value of ESOS/ ESPS calculated on the basis of option pricing model and also the impact of the same on profits and EPS of the company, mandatory appointment of merchant banker, accounting 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 befo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 0th June 2003. Proviso to 9.1 All mergers or amalgamations whose effective date is on or after the date of this circular. 12.1 (l) All options granted on or after 30th June 2003. 12.2 & 12.3 All Directors' Reports signed on or after the date of this circular. 13.2 All accounting periods commencing on or after 30th June 2003. 15.3 All initial public offer documents filed on or after the date of this circular. 17.2 (c) All notices of general meetings sent on or after 30th June 2003. 17.5 All notices of general meetings sent on or after 30th June 2003. Proviso to 18.2 All mergers or amalgamations whose effective date is on or after the date of this circular. 22.1 All options granted under ESOS/shares issued under ESPS on or a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng periods commencing on or after 30th June 2003. Earlier requirement of following AS 21 is dispensed with. However, any finalisation of accounts already done as per clause 22A.1 prior to the amendment made vide this circular shall be valid. Schedule V Applicability of the amendment made vide this circular: All statements filed on or after the date of this circular. Clause 2.1 (10) of the said Guidelines which defines market price was amended w.e.f. 30th June 2003. It is being further amended vide this circular. It is hereby clarified that in respect of periods between 30th June 2003 and the date of this circular, companies shall be free to follow the provisions of clause 2.1 (10) either as amended vide circular dated 30th June 2003 or a ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he 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 there ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hs after the date of listing, by directors, senior managerial personnel and employees having ESOS or ESPS shares amounting to more than 1% of the issued capital (excluding outstanding warrants and conversions), which inter-alia shall include name, designation and quantum of ESOS or ESPS shares and quantum they intend to sell within three (3) months. d) A disclosure in line with the clause 12 and 19 of these guidelines, regarding all the options/shares issued in last three (3) years (separately for each year) and on a cumulative basis for all the options/shares issued prior to date of the prospectus." 9. In clause 17.2 (c), for the word "granted", the following word shall be substituted, namely, "issued". 10. In clause 18.2, the followin ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e shareholders is taken for such change. Provided that nothing in this sub-clause shall apply to any adjustments for corporate actions made in accordance with these guidelines." 12. For clause 22.4, the following shall be substituted, namely: "22.4 The provisions relating to lock-in of pre-IPO shares specified in SEBI (Disclosure and Investor Protection) Guidelines, 2000 shall not be applicable to the shares allotted to employees other than promoters before the IPO under a pre-IPO ESOS / ESPS, subject to compliance with clauses 15.3 and 22.2." 13. After clause 22.7, the following clause shall be inserted, namely: "22.7A In a case falling under clause 22.7, if the subsidiary reimburses the cost incurred by the holding company in granti ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
