Sr. No.

Compliance Requirement

Checklist / Action Point

Status

A. Restriction on Sale of Shares

1.

Restriction on secondary market sale

Ensure that the trust does not sell shares in the secondary market except in the circumstances specifically permitted under the regulations.

☐

2.

Funding exercise price and related expenses

Verify whether sale is undertaken to enable employees to fund the exercise price, tax obligations and other related expenses arising from exercise of ESOS options.

☐

3.

Sale pursuant to SAR

Where applicable, ensure sale is made upon vesting or exercise of SAR under the scheme covered by Part C of Chapter III.

☐

4.

Emergency sale – Part D / Part E schemes

In case of an emergency sale for implementing schemes under Part D or Part E of Chapter III, ensure the sale is permitted under the scheme.

☐

5.

Recording reasons for emergency sale

Ensure the trustee(s) record the reasons in writing for any emergency sale.

☐

6.

Utilisation of sale proceeds

Ensure money realised from an emergency sale is utilised within the definite time period stipulated under the scheme or trust deed.

☐

7.

Buy-back / open offer / delisting / exit offers

Verify whether the trust may participate in a buy-back, open offer, delisting offer or any other exit offer made generally by the company to its shareholders, where required.

☐

8.

Repayment of loan

Where unappropriated inventory of shares is not appropriated within the timeline prescribed under sub-regulation (12), ensure sale is undertaken, where required, for repayment of the loan.

☐

9.

Winding-up of scheme

In case of winding-up of the scheme(s), ensure sale of shares is undertaken as permitted under the regulations.

☐

B. Sale pursuant to SEBI Board Approval

10.

Prior Board approval

For schemes covered under Part A, Part B or Part C of Chapter III, ensure that any sale based on this specific exemption is undertaken only after obtaining approval from the SEBI Board.

☐

11.

Application for approval

Submit an application to the SEBI Board setting out the reasons for seeking approval for the proposed sale.

☐

12.

Reasons recorded in writing

Ensure the reasons for seeking approval are recorded in writing.

☐

13.

Non-refundable fee

Pay the prescribed non-refundable fee of ₹1,00,000 along with the application.

☐

14.

Mode of payment

Ensure the ₹1,00,000 fee is paid by direct credit through NEFT/RTGS/IMPS or any other mode permitted by the RBI.

☐

15.

Compliance with approval conditions

Ensure the sale is carried out in accordance with the approval granted by the SEBI Board and any conditions attached to such approval.

☐

C. Insider / Promoter Compliance

16.

Insider compliance

Ensure the trust makes the disclosures applicable to insiders under the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended/re-enacted from time to time.

☐

17.

Promoter compliance

Ensure compliance with the requirements applicable to promoters, wherever applicable, under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

☐

18.

PIT Regulations

Ensure all applicable requirements relating to disclosures, trading restrictions and other insider-related obligations under the PIT Regulations are complied with.

☐

19.

Amendments / re-enactments

 Monitor and comply with any modification, amendment or re-enactment of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

☐