TaxTMI 
TaxTMI 
Minimum Provisions in Trust Deed
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.... Provisions for dissolution of the trust; 4. Trust deed shall provide that it would be the duty of the trustees to act in the interest of employees who are beneficiaries of the trust and 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....
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....tement to the notice and resolution for shareholders meeting [See regulation 6(2)] The explanatory statement to the notice and the resolution proposed to be passed for the schemes in general meeting shall, inter alia, contain the following information: a. brief description of the scheme(s); b. the total number of options, SARs, shares or benefits, as the case may be, to be offered and granted; c. identification of classes of employees entitled to participate 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 aggregat....
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....ligible under the scheme: a. employees b. employees outside India c. employees of subsidiary d. employees of holding company e. directors, whether whole time directors or not, other than those excluded from the definition of "employee" under these regulations 9 Total number of shares reserved under the scheme, as applicable. 10 Number of shares entitled under the grant. 11 Total number of grants to be made. 12 Maximum number of shares, options, SARs or benefits to be granted per employee per grant and in aggregate. 13 Exercise price or pricing formula. 14 Whether any amount is payable at the time of grant? If so, quantum of such amount. 15 Lock-in period under the scheme. 16 Vesting period under the scheme. 17 Maximum period within which the grant shall be vested. 18 Exercise period under the scheme. 19 Whether employee can exercise 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 sc....
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....y the Company Secretary. 4 List of Promoters as defined under these regulations. 5 Copy of latest Annual Report. 6 Certificate of Secretarial Auditor on compliance with these regulations. 7 Specimen copy of share certificate, if applicable. 8 Any other relevant documents. Undertakings The undersigned company hereby undertakes: 1 To file, a post-effective amendment to this statement to include any material information with respect to the scheme of distribution not previously disclosed in the statement or any material change to such information in the statement. 2 To notify, the concerned recognised stock exchanges on which the shares of the company are listed, of each issue of shares pursuant to the exercise of options or SARs under the scheme mentioned in this statement, in the specified form, as amended from time to time. 3 That the company shall conform to the accounting policies specified in regulation 15 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, [2021] 4 That the scheme confirms to the Securities and Exchange Board of India (Share Based....
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.... existing shares? If not, when will they become identical? : 20. Details of listing fees, if payable : Signature of Company Secretary/Compliance Officer Date: Place: Part F- Disclosures by the Board of Directors [See regulation 14] The Board of Directors in their report shall disclose any material change in the scheme(s) and whether the scheme(s) is / are in compliance with the regulations. Further, the following details, inter alia, shall be disclosed on the company's website and a web-link thereto shall be provided in the report of Board of Directors. A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of 2013) including the 'Guidance note on accounting for employee share-based payments' issued in that regard from time to time. B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by Central Government or any other relevant accounting standards as issued from time to time. C. Details r....
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....Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (b) any other employee who receives a grant in any one year of option amounting to 5% or more of option granted during that year; and (c) identified employees who were granted option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant. (vii) A description of the method and significant assumptions used during the year to estimate the fair value of options including the following information: (a) the weighted-average values of share price, exercise price, expected volatility, expected option life, expected dividends, the risk-free interest rate and any other inputs to the model; (b) the method used and the assumptions made to incorporate the effects of expected early exercise; (c) how expected volatility was determined, including an explanation of the extent to which expected volatility was based on historical volatility; and (d) whether and how any other features of the options grante....
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....rce 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 value of SAR, 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 SAR, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed. (iv) SAR movement during the year (For each SAR scheme): Particulars Details Number of SARs outstanding at the beginning of the year Number of SARs granted during the year Number of SARs forfeited / lapsed during the year Number of SARs vested during the year Number of SARs exercised / settled during the year Number of SARs outstanding at the end of the year Number of SARs exercisable at the end of the year (v) Employee-wise details (name of e....
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....any 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 year in which shareholders' approval was obtained Held at the beginning of the year Acquired during the year Sold during the year Transferred to the employees d....