Amending an Employee Stock Option Scheme (ESOP) is a crucial decision for any company. This article provides a comprehensive guide on drafting a special resolution to approve proposed amendments to your company’s ESOP in compliance with the Companies Act, 2013, SEBI regulations, and other applicable laws.
Format of Special Resolution to approve proposed amendment to the Employee Stock Option Scheme of the Company
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 (‘Act”), read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, as amended, read with circular issued by the Securities and Exchange Board of India dated June 16, 2015, bearing number CIR/CFD/POLICY CELL/2/2015 (“SEBI SBEB Regulations”) the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI LODR Regulations”), (including any statutory modification or re-enactment thereof, for the time being in force), relevant provisions contained in the memorandum of association and articles of association of the Company, and such other rules, regulations and guidelines if any / various statutory / regulatory authority(ies) that are or may become applicable from time to time and other prevailing statutory guidelines in that behalf (hereinafter together referred to as “the Applicable Laws”), and subject to any approval(s), Consent(s), Permission(s) and/or sanction(s) as may be required from appropriate regulatory authorities / institutions, consent of the members be and is hereby accorded to amend the Employee Stock Option Plan (“ESOP Scheme”) which is updated in terms of the Applicable Laws apart from few other with a view to ensure better efficacy and administration of the Plan.
RESOLVED FURTHER THAT the Board (including any committee thereof), be and is hereby authorized to take such steps as may be necessary and to settle all matters arising out of and incidental thereto and sign and execute all deeds, applications, documents and writings that may be required, on behalf of the company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the resolution.
RESOLVED FURTHER THAT the Board of Directors and/or Company Secretary of the Company be and are hereby severally authorized to submit the copy of the amended ESOP Scheme to any regulatory authority and to file necessary forms with the Registrar of Companies, and to do all such acts, deeds and things that as may be necessary or incidental to give effect to this resolution.”
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