CIR/CFD/POLICY CELL/2/2015                                                                                                       June 16, 2015

To
All Recognised Stock Exchanges

Dear Sir/Madam,

Sub: Requirements specified under the SEBI (Share Based Employee Benefits) Regulations, 2014

1. This has reference to the SEBI (Share Based Employee Benefits) Regulations, 2014 ("the Regulations") notified on October 28, 2014. The Regulations provide for certain processes / disclosure requirements to be specified by SEBI. Accordingly, necessary guidelines are being issued and given in the Annexure to this circular.

2. The stock exchanges are advised to bring the contents of this circular to the notice of the companies listed on them and ensure its compliance.

3. This circular is being issued in exercise of the powers under regulation 28 of the Regulations and section 11 read with section 11A of the Securities and Exchange Board of India Act, 1992.

4. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Issues and Listing”.

Yours faithfully,

Amit Tandon
Deputy General Manager
+91-22-26449373
amitt@sebi.gov.in

Annexure (Highlights)

Requirements under the SEBI (Share Based Employee Benefits) Regulations, 2014

Regulation 3(3) - Minimum Provisions in Trust Deed
Details of the Trust- Name,Objects,Settlor,Schemes, Funds Sources, Manner of Trust Fund Use, Beneficiaries, trustees
Powers and duties of trustee(s)
Provisions on dissolution of the trust
Clauses for safeguarding the interests of the beneficiaries.
Regulation 5(3)-Terms and Conditions of schemes to be formulated by the Compensation Committee
Regulation 6(2)-Contents of the explanatory statement to the notice and resolution for shareholders meeting
Regulation 10(b)-Information required in the statement to be filed with Stock Exchange(s)
Description of Schemes
Documents to be filed with registration statement
Undertakings
Signatures
Regulation 10(c) - Format of notification for issue of shares
Regulation 14 - Disclosures by the board of directors
Disclosures in terms of the 'Guidance note on accounting for employee share-based payments'
Disclosure in accordance with 'Accounting Standard 20 - Earnings Per Share' issued by ICAI
Details related to ESOS
Disclosures in respect of grants made in three years prior to IPO under each ESOS
Details related to ESPS
Details related to SAR
Disclosures in respect of grants made in three years prior to IPO under each SAR scheme
Details related to GEBS / RBS
Details related to Trust
(i)             General information on all schemes
(ii)           Brief details of transactions in shares by the Trust
(iii)          In case of secondary acquisition of shares by the Trust
Regulations 16(2) and 23(3) - Disclosure Document
Part A: Statement of Risks
Part B: Information about the company
Part C: Salient Features of the Scheme