Being the Company Secretary of XYZ Ltd., you decided to issue sweat equity shares to its employees. The company's Board decides to move a special resolution in its forthcoming AGM. What are the details of information you
CS Professional · Corporate Funding & Listings in Stock Exchanges · PYQS · December 2024
Being the Company Secretary of XYZ Ltd., you decided to issue sweat equity shares to its employees. The company's Board decides to move a special resolution in its forthcoming AGM. What are the details of information you would include in the explanatory statement to be sent to shareholders along with the general meeting notice?
Answer & Explanation:
Particulars to be included in the explanatory statement sent along with general meeting notice for passing the Special Resolution to issue sweat equity shares: a) As per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 For the purpose of passing a special resolution under Section 54 (1) (a) of the Companies Act, 2013, the Board of Directors at the time of sending notice to the shareholders shall send additional information for approving the issuance of sweat equity, which shall, inter-alia, contain the following information: The total number of shares to be issued as sweat equity. The current market price of the shares of the company. The value of know-how or intellectual property rights or other value addition to be received from the employee or director along with the valuation report/basis of valuation. The names of the employees or directors or promoters to whom the sweat equity shares shall be issued and their relationship with the company. The consideration to be paid for the sweat equity shares. The price at which the sweat equity shares shall be issued. Ceiling on managerial remuneration, if any, which will be affected by issuance of such sweat equity. A statement to the effect that the company shall conform to the accounting policies as specified by SEBI. Diluted EPS pursuant to the issue of securities to be calculated in accordance with International Accounting Standards specified by the Central Government. b) As per Companies (Share Capital and Debentures) Rules, 2014 The explanatory statement to be annexed to the notice of the general meeting pursuant to section 102 of Companies Act, 2013 shall contain the following particulars, namely:- The date of the Board meeting at which the proposal for issue of sweat equity shares was approved; The reasons or justification for the issue; The class of shares under which sweat equity shares are intended to be issued; The total number of shares to be issued as sweat equity; The class or classes of directors or employees to whom such equity shares are to be issued; the principal terms and conditions on which sweat equity shares are to be issued, including basis of valuation; The time period of association of such person with the company; The names of the directors or employees to whom the sweat equity shares will be issued and their relationship with the promoter or/and Key Managerial Personnel; The price at which the sweat equity shares are proposed to be issued; The consideration including consideration other than cash, if any to be received for the sweat equity; The ceiling on managerial remuneration, if any, be breached by issuance of such sweat equity and how it is proposed to be dealt with; A statement to the effect that the company shall conform to the applicable accounting standards; and Diluted Earning Per Share pursuant to the issue of sweat equity shares, calculated in accordance with the applicable accounting standards.
Topics: Sweat Equity Shares
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