Board resolution for introduction of ESOP Scheme under Section 62(1)(b) and Rule 12 with shareholder approval and compliance provisions.
“RESOLVED THAT pursuant to the provisions of Section 62(1)(b) of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and other applicable provisions, if any, including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force and subject to the approval of the members of the Company and such other approvals as may be required, consent of the Board be and is hereby accorded to introduce and implement an Employee Stock Option Scheme (“ESOP Scheme”) for the benefit of eligible employees of the Company and/or its holding company, subsidiary company and associate company, as may be permitted under applicable law.
RESOLVED FURTHER THAT the draft ESOP Scheme placed before the meeting be and is hereby approved in principle and recommended for approval of the members of the Company.
RESOLVED FURTHER THAT any Director and/or Company Secretary and/or Chief Financial Officer of the Company be and are hereby severally authorised to take all necessary actions for obtaining shareholders’ approval and implementation of the ESOP Scheme and to do all such acts, deeds and things as may be necessary for giving effect to this resolution.”