Jain & Jain Company Ltd., a listed company wants to issue shares under Employees Stock Option under the Companies Act, 2013. For that purpose, the company has to pass a special resolution as required under section 62
CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2021
Jain & Jain Company Ltd., a listed company wants to issue shares under Employees Stock Option under the Companies Act, 2013. For that purpose, the company has to pass a special resolution as required under section 62(1)(b) of the Companies Act, 2013. Discuss what are the disclosures that are to be made in the Explanatory Statement annexed to the notice for passing special resolution ?
Answer & Explanation:
The Companies Act, 2013 lays down the provisions for the issue of Employees Stock Option under section 62(1)(b) and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014. The company has to pass the special resolution under section 62(1)(b) for the above said purpose. The company shall make the following disclosures in the explanatory statement annexed to the notice for passing special resolution- the total number of stock options to be granted; identification of classes of employees entitled to participate in the Employees stock Option; the appraisal process for determining the eligibility of employees to Employees Stock Option scheme; the requirements of vesting and period of vesting; the maximum period within which the options shall be vested; the exercise price or the formula for arriving at the same; the exercise period and the process of exercise; the lock in period; the maximum number of options to be granted per employee and in aggregate; the method which the company shall use to value its options; the conditions under which options vested in employees may lapse; the specified time period within which the employee shall exercise the vested options in the event of proposed termination of employment or resignation of employee; and a statement to the effect that the company shall comply with the applicable accounting standard.
Topics: Compliance Management
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