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TMI BlogMinimum Provisions in Trust DeedX X X X Extracts X X X X X X X X Extracts X X X X ..... subject to provisions of these regulations, it shall not act in any manner or include any provision in the trust deed that would be detrimental to the interests of the beneficiaries. 5. Such other clauses which are necessary for safeguarding the interests of the beneficiaries. Part B- Terms and Conditions of schemes to be formulated by the Compensation Committee [See regulation 5(3)] The Compensation Committee is required to formulate the detailed terms and conditions of the schemes which shall, inter alia, include the following provisions: a. the quantum of options, SARs, shares or benefits as the case may be, per employee and in aggregate under a scheme; b. the kind of benefits to be granted under a scheme covered by Part D and Part E of Chapter III of these regulations; c. the conditions under which options, SARs, shares or other benefits as the case may be, may vest in employees and may lapse in case of termination of employment for misconduct; d. the exercise period within which the employee can exercise the options or SARs and that options or SARs would lapse on failure to exercise the same within the exercise period; e. the specified time period within which the employee sha ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 these regulations, as the case may be) within which the options / SARs / benefits shall be vested; f. exercise price, SAR price, purchase price or pricing formula; g. exercise period/offer period and process of exercise/acceptance of offer; h. the appraisal process for determining the eligibility of employees for the scheme(s); i. maximum number of options, SARs, shares, as the case may be, to be offered and issued per employee and in aggregate, if any; j. maximum quantum of benefits to be provided per employee under a scheme(s); k. whether the scheme(s) is to be implemented and administered directly by the company or through a trust; l. whether the scheme(s) involves new issue of shares by the company or secondary acquisition by the trust or both; m. the amount of loan to be provided for implementation of the scheme(s) by the company to the trust, its tenure, utilization, repayment terms, etc.; n. maximum percentage of secondary acquisition (subject to limits specified under the regulations) that can be made by the trust for the purpo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xercise 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 under the scheme. 23 The specified time period within which vested options or SARs are to be exercised in the event of termination or resignation of an employee. 24 The specified time period within which options or SARs to be exercised in the event of death of the employee. 25 Whether the scheme provides for conditions under which options, SARs, or benefits vested in employees may lapse in case of termination of employment for misconduct? Clause in Scheme describing such adjustment. 26 Whether scheme provides for conditions for the grant, vesting and exercise of options, SARs or benefits in case of employees who are on long leave? Clause in scheme describing such adjust ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Sweat Equity) Regulations, [2021] 5 That the company has in place systems / codes / procedures to comply with the Securities and Exchange Board of India (Insider Trading) Regulations, 2015 or any modification or re- enactment thereto. Signatures Pursuant to the requirements of the Act / Regulations, the company certifies that it has reasonable grounds to believe that it meets all the requirements for the filing of this form and has duly caused this statement to be signed on its behalf by the undersigned, thereunto, duly authorized Name of the company Name of the Compliance Officer Designation Date: Place: Certification by Registered Merchant Banker, pursuant to regulation 12(6) of these regulations: Certified that the scheme conforms to the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Date: Authorised Signatory Place: Name of the Merchant Banker Part E - Format of notification for issue of shares [See regulation 10(c) ] 1. Company name and address of Registered Office : 2. Name of the recognised Stock Exchanges on which the company's shares are listed : 3. Filing date of the statement referred in regulation 10(b) of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r 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 profits and on EPS of the company shall also be disclosed. (iv) Option movement during the year (For each ESOS): Particulars Details Number of options outstanding at the beginning of the period Number of options granted during the year Number of options forfeited / lapsed during the year Number of options vested during the year Number of options exercised during the year Number of shares arising as a result of exercise of options Money realized by exercise of options (INR), if scheme is implemented directly by the company Loan repaid by the Trust during the year from exercise price received Number of options outstanding at the end of the year Number of options exercisable at the end of the year (v) Weighted-average exercise prices and weighted-average fair values of options shall be disclosed separately for options whose ex ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isclosure Requirements) Regulations, 2015 ; any other employee who is issued shares in any one year amounting to 5% or more shares issued during that year; identified employees who were issued shares during any one year equal to or exceeding 1% of the issued capital of the company at the time of issuance; Consideration received against the issuance of shares, if scheme is implemented directly by the company Loan repaid by the Trust during the year from exercise price received E. Details related to SAR (i) A description of each SAR scheme that existed at any time during the year, including the general terms and conditions of each SAR scheme, including - (a) Date of shareholders' approval (b) Total number of shares approved under the SAR scheme (c) Vesting requirements (d) SAR price or pricing formula (e) Maximum term of SAR granted (f) Method of settlement (whether in cash or equity) (g) Choice of settlement (with the company or the employee or combination) (h) Source of shares (primary, secondary or combination) (i) Variation in terms of scheme (ii) Method used to account for SAR - Intrinsic or fair value. (iii) Where the company opts for expensing of SAR using the intrinsic va ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (i) General information on all schemes Sl.No. Particulars Details 1. Name of the Trust 2. Details of the Trustee(s) 3. Amount of loan disbursed by company / any company in the group, during the year 4. Amount of loan outstanding (repayable to company / any company in the group) as at the end of the year 5. Amount of loan, if any, taken from any other source for which company / any company in the group has provided any security or guarantee 6. Any other contribution made to the Trust during the year (ii) Brief details of transactions in shares by the Trust (a) Number of shares held at the beginning of the year; (b) Number of shares acquired during the year through (i) primary issuance (ii) secondary acquisition, also as a percentage of paid up equity capital as at the end of the previous financial year, along with information on weighted average cost of acquisition per share; (c) Number of shares transferred to the employees / sold along with the purpose thereof; (d) Number of shares held at the end of the year. (iii) In case of secondary acquisition of shares by the Trust Number of shares As a percentage of paid-up equity capital as at the end of the year immediately preceding the ..... X X X X Extracts X X X X X X X X Extracts X X X X
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