Sr. No.

Checklist Item

Compliance Status / Remarks

1.

Include a brief description of the scheme(s) in the explanatory statement.

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2.

Disclose the total number of options, SARs, shares or benefits proposed to be offered and granted.

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3.

Identify the classes of employees entitled to participate in and receive benefits under the scheme(s).

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4.

Specify the vesting requirements and vesting period applicable to the scheme(s).

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5.

Specify the maximum period within which the options/SARs/benefits shall vest, subject to the applicable regulatory provisions.

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6.

Disclose the exercise price, SAR price, purchase price or applicable pricing formula.

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7.

Specify the exercise period/offer period and the process for exercise/acceptance of the offer.

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8.

Disclose the appraisal process for determining the eligibility of employees for participation in the scheme(s).

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9.

Specify the maximum number of options, SARs or shares that may be offered and issued per employee and in aggregate, wherever applicable.

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10.

Specify the maximum quantum of benefits that may be provided to each employee under the scheme(s).

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11.

State whether the scheme(s) will be implemented and administered directly by the company or through a trust.

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12.

State whether the scheme(s) involves new issue of shares by the company, secondary acquisition by the trust, or both.

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13.

Where the company proposes to provide a loan to the trust, disclose the amount, tenure, utilisation, repayment terms and other relevant terms of such loan.

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14.

Specify the maximum percentage of secondary acquisition that may be made by the trust for implementation of the scheme(s), subject to the applicable regulatory limits.

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15.

Include a statement confirming that the company shall conform to the accounting policies specified under Regulation 15.

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16.

Disclose the method to be used by the company for valuation of options or SARs.

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17.

Where applicable, include the prescribed statement regarding expensing of share-based employee benefits using intrinsic value, including disclosure of the difference from fair-value based employee compensation cost and its impact on profits and EPS in the Directors’ Report.

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18.

Specify the lock-in period, wherever applicable.

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19.

Disclose the terms and conditions for buyback, if any, of specified securities covered under the applicable regulations.

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20.

Ensure that the explanatory statement and proposed shareholder resolution collectively contain all prescribed information relating to the scheme(s).

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