TaxTMI 
TaxTMI 
Amendment to SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
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....e 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 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, is....
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.... 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 a) Amendment made vide circular dated 30^th June 2003: All ESOS/ESPS approved on or after 30^th June 2003. b) Amendment made vide this circular: It is clarificatory in nature. 22A.1 Accounting treatment would be as per amendment made vide this circular for all accounting periods commencing on or after 30^th 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: Al....
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....ords, 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 such options also." "12.3 Until all options granted in the three years prior to the IPO have been exercised or have lapsed, disclosure shall be made either in the Directors' Report or in an Annexure thereto of the impact on the profits and on the EPS of the company if the company had followed the accounting policies specified in clause 13 in respect of such options." 8. For clause 15.3, the following shall be substituted, namely: "15.3 ....
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.... 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 grant of new options under such pre-IPO scheme. (2) No change shall be made in the terms of options issued under such pre-IPO schemes, whether by repricing, change in vesting period or maturity or otherwise, unless prior approval of the shareholders is t....