COMPLIANCE CHECKLIST FOR ESOP
1. Convene the Board Meeting of the company and the following action shall be taken as follows:
a) Approve the ESOP scheme
b) Approve the altered AOA and MOA subject to approval by members (in case required for increasing authorized capital).
c) To fix the calendar of events for the postal ballot notice and approve the draft postal ballot notice (the explanatory statement annexed to the notice for passing of the resolution shall be prepared as per Part C of schedule I of SEBI (SBEB) Regulations, 2021.
d) To Appoint a Scrutinizer to Conduct the Remote- Evoting Process of the Postal Ballot.
2. Conduct the postal Ballot and pass the shareholder’s resolution for approving the ESOP scheme
3. File MGT-14 within 30 days of passing the Special Resolution
4. Prior intimation of Board Meeting to the Stock Exchanges where ESOP scheme is to be approved by the Board. (Regulation 29)
5. Intimation to the stock exchanges of the Board’s approval for conducting postal ballot (Regulation 30)
6. Intimation to the stock exchanges of the Postal Ballot Notice (Regulation 30)
7. Newspaper publication of postal ballot notice (Regulation 47 & 30)
8. Intimation of voting results along with the Scrutinizer Report to the Stock Exchanges (Regulation 44)
9. In the meantime, apply with both the stock exchanges for obtaining in-principal approval for the entire pool size
10. The Board of Directors shall at each annual general meeting place before the shareholders a certificate from the secretarial auditors of the company that the scheme(s) has been implemented in accordance with these regulations and in accordance with the resolution of the company in the general meeting.
11. 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 in accordance with Part F of Schedule I of SEBI (SBEB) Regulations, 2021.
SECURITIES AND EXCHANGE BOARD OF INDIA (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015
12 As per Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the CSL Employee trust being a designated person shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified.
13. Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.
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