A Board Resolution For Grant Of Options is a crucial corporate document required under Indian law when a company wishes to grant stock options to its employees. This resolution is mandatory under the Companies Act, 2013 and, for listed companies, must comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The document is typically prepared following the approval of an ESOP scheme and is used to formally record the board's decision to grant options to specific employees, including key terms such as the number of options, exercise price, and vesting conditions. It serves multiple purposes: ensuring corporate governance compliance, providing clear documentation for regulatory filings, and establishing the legal basis for option grants.
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1. Title and Date: Specifies the company name, type of resolution, and date of the board meeting
2. Directors Present: List of directors who attended the meeting, including chairperson details
3. Background: References to existing ESOP scheme, previous board/shareholder approvals, and context for the current resolution
4. Main Resolution Text: The core resolution text approving the grant of options, including number of options, exercise price, and grantee details
5. Terms of Grant: Specific terms including vesting schedule, exercise period, and conditions attached to the options
6. Compliance Statement: Statement confirming compliance with relevant laws and regulations
7. Authorization: Authority given to specific officers to execute necessary documents and take required actions
8. Closure: Standard closing text with chairman's signature and date
1. Performance Conditions: Include when options are subject to specific performance criteria or conditions
2. Pool Expansion: Required when the resolution includes increasing the ESOP pool size
3. Special Categories: Include when grants are being made to specific categories like independent directors or consultants
4. Foreign Employee Provisions: Include when options are being granted to employees based outside India
5. Variation to Standard Terms: Include when any terms differ from the standard ESOP scheme terms
1. List of Option Grantees: Detailed list of employees receiving options with specific grant details
2. Vesting Schedule: Detailed breakdown of the vesting schedule and conditions
3. Existing ESOP Scheme Extract: Relevant extracts from the existing ESOP scheme referenced in the resolution
4. Form of Grant Letter: Template of the option grant letter to be issued to grantees
5. Compliance Checklist: Checklist confirming compliance with various regulatory requirements
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Relevant Industries
Technology
Manufacturing
Financial Services
Healthcare
E-commerce
Professional Services
Telecommunications
Retail
Information Technology
Biotechnology
Real Estate
Education
Consulting
Relevant Teams
Legal
Human Resources
Company Secretarial
Compliance
Finance
Board of Directors
Corporate Governance
Administration
Relevant Roles
Chief Executive Officer
Company Secretary
Chief Financial Officer
Head of Human Resources
Legal Counsel
Compliance Officer
Board Director
Independent Director
HR Manager
Compensation and Benefits Manager
ESOP Administrator
Corporate Governance Officer
Executive Director
Managing Director
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