Board resolution, grant of employee stock options to non-resident employees and directors

Certified true copy of the resolution passed by the Board of Directors [/ Nomination and Remuneration Committee] of [Name of company] at its meeting held on [Date of the meeting]

GRANT OF OPTIONS UNDER [NAME OF SCHEME] TO PERSONS RESIDENT OUTSIDE INDIA

The Board noted that: (a) the members approved [Name of scheme] ("the Scheme") by special resolution under section 62(1)(b) of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 on [Date of the special resolution approving the scheme], [including by separate special resolution the grant of options to employees of the Company's holding / subsidiary company]; (b) the Company's activity, [description], is under the [automatic] route with a sectoral cap of [100]%, and the shares to be issued on exercise of all options, together with existing foreign investment, will remain within that cap; and (c) the proposed grantees listed in the Annexure are resident outside India and are employees or directors of the Company, its holding company, joint venture or wholly owned overseas subsidiary.