Members' resolution approving the ESOP scheme, Rule 12(2) disclosure heads

Item no. [Item number in the general meeting notice] of the notice of the general meeting — to be passed as an Ordinary Resolution where the Company is a private company with no subsisting default under Section 92 or Section 137, and otherwise as a Special Resolution

APPROVAL OF THE [COMPANY NAME] EMPLOYEE STOCK OPTION SCHEME [20__]

"RESOLVED THAT pursuant to Section 62(1)(b) and all other applicable provisions of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and notification G.S.R. 464(E) dated 05.06.2015, and the Memorandum and Articles of Association of the Company, the consent of the Members be and is hereby accorded to the '[Company Name] Employee Stock Option Scheme [20__]' as placed before this meeting, and to the Board of Directors of the Company to create, offer, issue and grant, from time to time, to such permanent employees of the Company working in India or out of India and to such directors of the Company, whether whole-time or not but excluding an independent director, as may be decided by the Board, options exercisable into not more than [Maximum equity shares issuable under the scheme] ([number in words]) equity shares of the face value of Rs [Face value of each equity share (Rs)] each, on the terms and conditions set out in the said Scheme."