ESOPs

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shraddha (Querist)
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30 October 2010 Dear All,
Can a listed company authorise or empower its company secretary to allot ESOPs on behalf of the Board?

A listed company wishes allot ESOPs. but its not possible for it hold board meeting each time it wishes to allot ESOPs.
Now the board wants to authorise someone to allot esops on behalf of the board.Can the board do so?
whats the procedure to do so?
is there any other alternative to issue ESOPs without holding board meeting or involving the directors?

Please suggest.
Thanks & Regards,
Shraddha.

Ajay Mishra

Ajay Mishra (Expert)
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30 October 2010 Dear Shradha

For allotment of ESOP by Company Secretary, I will suggest you to check notice of general meeting in which the resolution was passed for adoption of ESOP scheme and also check to whom the power of allotment has been given by the said resolution.
Generally following are authorized to grant of option:
1. Board of Directors
2. Compensation Committee
3. ESOP Trust
4. Any other committee constituted for the said purpose.
I think, a company secretary solely not authorized to allot ESOP under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

Regards

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shraddha

shraddha (Querist)
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01 November 2010 Thank you Mr.Ajay Mishra Sir,

The company in question has authorised its Compensation committee to issue and allot ESOPs.
Now the said committee wants to authorise the company secretary to allot and issue share certificates whenever ESOPs are exercised.Can the committee do so?
And will this action have in effect on filing of Form 2 post allotment of ESOPs?
Can anyone please suggest a resolution to be passed by the compensation committee for authorising CS to allot and issue share certificates?

Please guide.
Thanks and regards,
Shraddha.

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