Allied Laws

Employees Stock Options and Ownership Plans (ESOPs)

1. Meaning

ESOPs refer to various schemes by a company, offering an equity stake or ownership linked incentives to its employees. The stake may be in various forms such as allotment of shares, grant of stock options, etc. that entitle an employee to acquire shares in the future, or simply by way of rewarding him based on the appreciation in the value of the shares. If implemented effectively, ESOPs are beneficial to both company as well as the employees. It results in two fold benefits i.e. reducing cash outflow and retaining meritorious employees for companies growth.

2. Objectives and benefits

The objectives may vary from the circumstances and requirements of each case and may include any of the following:

To attract talent for the business of the Company;
To retain and motivate the employees;
To provide wealth creation opportunities;
Reward for past performance;
Partial avoidance of immediate cash outflow for the company on account of salary;
To align the interest of the employees with the shareholders and the Company.

3. Key Terms

Granting: Option, in the form of right to purchase or subscribe shares of a company at a future date at predetermined price, to the employees
Vesting: The Process by which the right to apply for shares accrues to eligible employees against the options granted to them
Exercising: Making of an application by an employee to the company for issue of shares against vested option.

4. Explanation of some commonly preferred ESOPs

Under Stock Option Schemes, the company grants an option to employees, subject to fulfilment of certain conditions linked to continued employment or fulfilment of performance conditions, to apply for the shares of the company during a specified period of time at a price that is either pre-determined or is to be determined at an agreed formula.

Under Share Purchase Schemes (ESPS), the company offers shares to employees which are allotted against payment of offer price and are subject to certain lock in conditions.

Under a scheme of Stock Appreciation Rights or Phantom Equity Plan, employees are paid the appreciation in the price or value of the shares/notional units from the point of grant to the exercise date.

5. Aspects to be considered in the process of setting up and implementing an ESOPs scheme

5.1. Ensuring adequate reward linked with performance

5.2. Compliance with provisions of Companies Act, 2013 and rules made there under

5.3. Compliance with SEBI guidelines, in case of listed companies

5.4. Ensuring optimal tax treatment for employer and the employee

5.5. Compliance of FEMA regulations in case of cross border ESOPs

5.6. Proper accounting and disclosure [Ind-AS-102: Share based payments]

6. Companies Act

Sections 54 and 62(1)(b) of the Companies Act, 2013 (Act) enable the companies to issue sweat equity shares and ESOPs. Rule 8 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 specify rules in respect of issue of sweat equity shares and ESOPs respectively for companies other than listed companies.

Section 149(9) and section 197(7) of the Companies Act, 2013 state that an independent director is not entitled to any stock option. Employee who is a promoter or from promoter group and director who directly or indirectly holds more than 10% of outstanding equity shares.

7. Sweat Equity Shares

Definitions: Sweat equity shares are defined to mean equity shares issued by a company to its directors or employees at a discount or for consideration, other than cash, for providing know-how, or making available rights in the nature of intellectual property rights or value addition, by whatever name called.

Employee is defined to mean

A permanent employee of the company, working in India or outside India; or
A director of the company, whether whole-time director or not; or
An employee or a director as defined in sub-clause (a) or (b) above of a subsidiary, in India or outside India, or of a holding company of the company

The clause 8(10) of the Companies (Share Capital and Debentures) Rules, 2014 specifies that the amount of sweat equity shares issued shall be treated as part of managerial remuneration for the purposes of the Act, if the following conditions are fulfilled:

The sweat equity shares are issued to any director or manager; and
They are issued for consideration other than cash, which does not take the form of an asset which can be carried to the balance sheet of the company in accordance with the applicable accounting standards.

Conditions precedent	Conditions subsequent
Companies are entitled to issue sweat equity shares after expiry of 1 year from the date of the commencement of the business.	Lock-in The sweat equity shares issued to directors or employees have to be locked in/non-transferable for a period of 3 years from the date of allotment.
Issue of sweat equity shares is authorised by a special resolution containing the prescribed particulars passed by the company at the general meeting.	Maintenance of Records A register has to be maintained in Form No. SH.3. The register of sweat equity shares shall be maintained at the registered office of the company or such other place as the board of directors may decide.
The special resolution authorising the issue of sweat equity shares is valid for a period of 12 months. Allotment of shares pursuant to scheme authorised by special resolution has to be completed within 12 months of passing the special resolution.	The entries in the register shall be authenticated by the Company Secretary of the company or by any other person authorized by the Board for the purpose.
Notice for the Resolution has to be accompanied by an explanatory statement containing the prescribed particulars.	—
Pricing of sweat equity shares to be issued to employees and directors is to be at a fair price determined by a register valuer.	—
Limit cannot exceed 15% of the paid-up equity capital in a year or shares of an issue value of ₹ 5 crore, whichever is higher. issuance of sweat equity shares in the company cannot exceed 25% of the paid-up equity share capital of a company at any time Startup company may issue sweat equity shares not exceeding 50% of paid up capital upto five years from date of incorporation	—

Issue of Shares for consideration other than cash

The following conditions are applicable where a company proposes to issue sweat equity shares for consideration other than cash:

Valuation of the intellectual property or of the know-how provided or other value addition in respect of which sweat equity capital is issued, has to be carried out by a registered valuer and report shall provide justification for such valuation. The copy of gist along with critical elements of the valuation report of the valuer is required to be sent to the shareholders with the notice of the general meeting.
The company is required to give justification for issue of sweat equity shares, which shall form part of the notice sent for the general meeting.

8. Employee Stock Options

Definitions: ESOs means the option given to the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which gives such directors, officers or employees, the benefit or right to purchase, or to subscribe for, the shares of the company at a future date at a predetermined price/pricing formula.

Employees are defined to mean

Permanent employees of the company who have been working in India or outside India; or
A director of the company, whether a whole-time director or not but excluding an independent director; or
An employee as defined above, of a subsidiary, in India or outside India, or of a holding company of the company but does not include:
An employee who is a promoter or a person belonging to the promoter group; or
A director who directly or indirectly, holds more than 10% outstanding equity shares of the company.

[Above two exclusion shall not apply to startup company (up to 10 years)]

Conditions precedent	Conditions subsequent
A company is entitled to issue ESOs after expiry of one year from the date it is entitled to commence the business.	Minimum period of 1 year between grant of options and vesting of options.
Separate Special Resolution for: Grant of option to employees of subsidiary or holding company; or Grant of option to identified employees, during any 1 year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of option.	The company shall have the freedom to specify the lock-in period for the shares issued pursuant to exercise of option. No right to dividend or to vote till shares are issued on exercise of option. The amount, if any, payable by the employees, at the time of grant of option may be – Forfeited by the company if the option is not exercised by the employees within the exercise period; or
Pricing of ESOs exercise price is to be determined in conformity with the applicable accounting policies	Refunded to the employees if the options are not vested due to non-fulfilment of conditions relating to vesting of option as per the Employees Stock Option Scheme. Restrictions on Transfer/Transmission of ESOs Not transferable to any other person. Cannot be pledged, hypothecated, mortgaged or otherwise encumbered or alienated in any other manner.
	No person other than the employees to whom the option is granted shall be entitled to exercise the option, except – in the event of death while in employment In the event of resignation or termination of employment, all options not vested in the employee as on that day shall expire Maintenance of records as specified

Disclosure in Director’s Report

Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014

Vide Notification No. LAD-NRO/GN/2014-15/16/1729 dated 28th October, 2014, the SEBI has notified (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations”) to provide for regulation of all schemes by companies for the benefit of their employees involving dealing in shares, directly or indirectly, with a view to facilitate smooth operation of such schemes while preventing any possible manipulation and matters connected therewith or incidental thereto. SBEB Regulations are effective from the date of their publication in the Official Gazette. It replaces SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999.

9. Provisions of SBEB Regulations will be applicable to:

Employee Stock Option Schemes [“ESOS”]
Employee Stock Purchase Schemes [“ESPS”]
SBEB Regulations are now also applicable to Stock Appreciation Rights Schemes [“SARS”]
General Employee Benefits Schemes [“GEBS”]
Retirement Benefit Schemes [“RBS”]

Provisions of SBEB Regulations will be applicable to any company whose shares are listed on any recognised stock exchange in India and has a scheme:

For direct or indirect benefit of employees, and
Involving dealing in or subscribing to or purchasing securities of the company, directly or indirectly; and
Satisfying, directly or indirectly, any one of the following conditions:
The scheme is set up by the company or any other company in its group;
The scheme is funded or guaranteed by the company or any other company in its group;
The scheme is controlled or managed by the company or any other company in its group.

SBEB Regulations will not be applicable to shares issued to employees on preferential allotment basis in compliance with SEBI (ICDR) Regulations 2009.

9.1 Implementation through Trusts

A company may implement the scheme either directly or through irrevocable trust(s). Scheme(s) involving secondary acquisition or gift or both have to be mandatorily implemented through trust(s). Implementation schemes through setting up irrevocable trust(s) has to be decided upfront while taking approval of shareholders for setting up the schemes.

Trust deed and any modifications thereto are mandatorily required to be filed with the stock exchange in India where the shares of the company are listed.

Trustees: Ineligibility – A person cannot be appointed as a trustee, if he is a director, KMP or promoter of the company or its holding, subsidiary or associate company or any relative of such director, KMP or promoter beneficially holds 10% or more of the paid-up share capital of the company.
Minimum number of trustees: 2, if individuals or OPCs are trustees. Sole trustee is required, if corporate entity is trustee.
Voting rights: Trustees not entitled to vote on the shares held by such trusts, to avoid any misuse.
Restrictions on secondary acquisitions:
- Not to deal in derivatives – undertake only delivery based transactions for the purpose of secondary acquisitions.
- Secondary acquisition in a financial year by the trust not to exceed 2% of the paid-up equity capital as at the end of the previous financial year.
- Total number of shares under secondary acquisition held by the trust not to exceed the following limits any time:

For	Limits - % of the paid-up equity capital as at the end of the financial year immediately prior to the year in which the shareholder approval is obtained for such secondary acquisition (please refer the notes below)
ESOS, ESPS, SARS	5%
GEBS, RBS	2%
All schemes in aggregate	5%

Sale/appropriation of secondary market acquisition
The unappropriated inventory of shares not backed by grants, acquired through secondary acquisition by the trust under ESOS, ESPS or SARS is required to be appropriated within a reasonable period – not beyond the end of the subsequent financial year.
- If such trust(s) existing as on 28th October, 2014 are not able to appropriate the unappropriated inventory within 1 year
- It has to be disclosed to the stock exchange(s) at the end of such period and then the same is required to be sold on the recognised stock exchange(s) where shares of the company are listed, within 5 years from the date of notification of SBEB Regulations
- The trust is required to hold the shares acquired through secondary acquisition for a minimum period of 6 months except where they are required to be transferred for participating in open offer under the SEBI Takeovers Regulations, 2011, or participating in buy-back, delisting or any other exit offered by the company generally to its share holders
- The trust is permitted to undertake off-market transfer of shares in the following circumstances only:
  - Transfer to the employees pursuant to scheme(s);
  - When participating in open offer under the SEBI Takeovers Regulations, 2011, or participating in buy-back, delisting or any other exit offered by the company generally to its shareholders.
- The trust cannot become a mechanism for trading in shares and can sell the shares in secondary market under the following circumstances only:
  - Cashless exercise of options under ESOS;
  - On vesting or exercise, as the case may be, of SAR under SARS;
  - In case of emergency for implementing the GEBS, RBS, after recording the reasons for sale, subject to utilisation of money realised within definite period as per the scheme or trust deed;
  - Participation in buy-back or open offers or delisting offers or any other exit offered by the company generally to its share holders, if required;
  - For repaying the loan, if the unappropriated inventory of shares held by the trust is not appropriated within the specified timeline;
  - Winding up of the scheme(s); and
  - Based on approval (relaxation) granted by SEBI to ESOS, ESPS, SARS for the reasons recorded in writing.
- The trust is subjected to the compliance and disclosures requirements as applicable to insiders or promoters under the SEBI (Prohibition of Insider Trading) Regulations, 1992.
- Shareholding of the trust to be disclosed as ‘non-promoter and non-public’ to the stock exchanges - It shall not form part of public shareholding which needs to be maintained at minimum 26%.
Eligibility of employees
An employee shall be eligible to participate in the schemes of the company as determined by the Compensation Committee.

If such an employee is a director nominated by an institution as its representative on the board of directors of the company, then specified compliances are required to be followed.
Compensation Committee
- A company has to constitute a Compensation Committee for administration and superintendence of the schemes. Any other committee fulfilling the applicable requirements (e.g., Nomination and Remuneration Committee) can be designated as Compensation Committee. If the scheme is being implemented through a trust, the compensation committee has to delegate administration of such schemes to trust(s).
- Composition: Compensation Committee is comprised of such board members as provide in section 178 of the Companies Act, 2013, that is, 3 or more non-executive directors out of which not less than half to be independent directors. While the Chairperson of the company (whether executive or non-executive) may be appointed as a member of the Nomination and Remuneration Committee but he cannot chair such Committee.
- Role: The Compensation Committee has to, inter alia, formulate the detailed terms and conditions of the schemes frame suitable policies and procedures to ensure that there is no violation of securities laws by the trust, the company and its employees, as applicable.
- Shareholders’ approval - No scheme can be offered to employees of a company unless the shareholders of the company approve it by passing a special resolution in the general meeting, and the explanatory statement to the notice and the resolution proposed to be passed by shareholders for the schemes shall include the specified information.
- Variation of terms of the schemes
The company may by special resolution in a general meeting vary the terms of the schemes offered pursuant to an earlier resolution of the general body but not yet exercised by the employee provided such variation is not prejudicial to the interests of the employees, unless variation is to meet the regulatory requirements.

Repricing: A company may reprice the options, SAR or shares, as the case may be which are not exercised, whether or not they have been vested if the schemes were rendered unattractive due to fall in the price of the shares in the stock market, if such repricing is not detrimental to the interest of the employees and approval of the shareholders in general meeting has been obtained for such repricing.
Winding up of the schemes
In case of winding up of the schemes being implemented by a company through trust, the excess monies or shares remaining with the trust after meeting all the obligations, if any, has to be utilised for repayment of loan or by way of distribution to employees as recommended by the Compensation Committee.
Non-transferability
- Option, SAR or any other benefit granted to an employee under the regulations shall not be transferable to any person.
- No person other than the employee to whom the option, SAR or other benefit is granted, shall be entitled to the benefit arising out of such option, SAR, benefit etc., except for the following:
  - In case of ESOS or SAR, under cashless exercise, the company may itself fund or permit the empanelled stockbrokers to fund the payment of exercise price which shall be adjusted against the sale proceeds of some or all the shares, subject to the provisions of the applicable law or regulations.
- The option, SAR, or any other benefit granted to the employee cannot be pledged, hypothecated, mortgaged or otherwise alienated in any other manner.
- While in employment,
  - In the event of death of employee all the options, SAR or any other benefit granted to him under a scheme till such date to vest in the legal heirs or nominees of the deceased employee.
  - If the employee suffers a permanent incapacity all the options, SAR or any other benefit granted to him under a scheme as on the date of permanent incapacitation, shall vest in him on that day.
  - In the event of resignation or termination of the employee
    All the options, SAR, or any other benefit which are granted and yet not vested as on that day shall expire.
    
    An employee shall be entitled to retain all the vested options, SAR, or any other benefit, subject to the terms and conditions formulated by the Compensation Committee.
  - If an employee who has been granted benefits under a scheme is transferred or deputed to an associate company prior to vesting or exercise, the vesting and exercise as per the terms of grant shall continue in case of such transferred or deputed employee even after the transfer or deputation.
Listing
In case new issue of shares is made under any scheme, shares so issued have to be listed immediately in any recognised stock exchange where the existing shares are listed, subject to the specified conditions.

9.2 Schemes implemented by unlisted companies

The shares arising after the IPO of an unlisted company, out of options or SAR granted under any scheme prior to its IPO to the employees shall be listed immediately upon exercise in all the recognised stock exchanges where the shares of the company are listed subject to compliance with SEBI (ICDR) Regulations, 2009 and provisions mentioned below.

Compliances and conditions

A company cannot make any fresh grant involving allotment or transfer of shares to its employees under any schemes formulated prior to its IPO and prior to the listing of its equity shares (‘pre- IPO scheme’) unless such pre-IPO scheme:

Is in conformity with SBEB Regulations; and
Is ratified by its shareholders subsequent to the IPO – any time prior to grant of new options or shares or SAR under such pre-IPO scheme.

When holding company issues option, share, SAR or benefits to the employee of its subsidiary, the cost incurred by the holding company for issuing such option, share, SAR or benefits is required to disclose in the ‘notes to accounts’ of the financial statements of the subsidiary company. If the subsidiary reimburses the cost incurred by the holding company in granting option, share, SAR or benefits to the employees of the subsidiary, both the subsidiary as well as the holding company are required to disclose the payment or receipt, as the case may be, in the ‘notes to accounts’ to their financial statements.

The company has to appoint a registered merchant banker for the implementation of schemes covered by SBEB Regulations till the stage of obtaining in-principle approval from the stock exchanges for listing of shares referred to at 8.1.10 above.

Certificate from auditors

The board of directors of every company that has passed a resolution for the schemes under SBEB Regulations is required to place before the shareholders a certificate from the auditors of the company at each annual general meeting stating that the scheme(s) has been implemented in accordance with SBEB Regulations and in accordance with the resolution of the company in the general meeting.

Accounting policies

Any company implementing any of the share based schemes has to follow the requirements of the ‘Guidance Note on Accounting for employee share-based Payments’ (Guidance Note) or Accounting Standards as may be prescribed by the Institute of Chartered Accountants of India (ICAI) from time-to-time, including the disclosure requirements prescribed therein.

10. Tax aspects

10.1 At the time of Exercise of ESOPs

From A.Y. 2010-11 onwards, the ESOPs are again subject to tax in the hands of the employee as perquisite

Section 17(2)(vi) provides that the value of any specified security including ESOP or sweat equity shares allotted or transferred, directly or indirectly, by the employer or former employer, free of cost or at concessional rate will be taxed as perquisites in the hands of the employee receiving such benefit.
Explanation (c) to section 17(2)(vi) provides that the perquisite value of specified security including ESOP or sweat equity shares shall be the fair market value on the date on which the option is exercised by the employee as reduced by the amount actually paid by, or recovered from such employee.
Explanation (d) to section 17(2)(vi) provides that fair market value means the value to be determined in accordance with the method as may be prescribed.
Rule 3(8) prescribes the following to determine fair market value of specified security or sweat equity share:

From A.Y. 2020-21 onwards-For Eligible Startups, the tax payment/ deduction on such perquisite for is deferred to period lower of the following

After the expiry of 48 months from the end of the relevant assessment year; or
From the date of the sale of such ESOPs by the employee; or
From the date on which taxpayer ceases to be the employee

Listed & trading	Listed & not trading	Not listed
In a case where, on the date of the exercising of the option, the shares of the company are listed on a recognised stock exchange, the fair market value shall be the average of the opening price and closing price of the shares on that date on the said stock exchange.	The closing price of the shares on any recognised stock exchange on a date closest to the date of exercising of the option and immediately preceding such date, or	The fair market value shall be such value of the share in the company as determined by a merchant banker on the specified date.
Where, on the date of exercising of the option, the shares are listed on more than one recognised stock exchanges, the fair market value shall be the average of opening price and closing price of the shares on the recognised stock exchange which records the highest volume of trading in the shares.	The closing price of the shares on a recognised stock exchange, which records the highest volume of trading in such shares, if the closing price, as on the date closest to the date of exercising of the option and immediately preceding such date, is recorded on more than one recognised stock exchange.

10.2 At the time of sale of ESOPs Shares

Employees shall be liable to pay capital gain tax under section 49 of the Income Tax, and the tax shall be calculated on the amount of difference between the Sale consideration less the price at which the shares were acquired (FMV on exercise date-Price on which perquisite tax was paid)

11. Accounting treatment

The Ministry of Corporate Affairs has notified the Companies (Indian Accounting Standards) Rules, 2015 to be effective from 1st April, 2015 that has made the converged Indian Accounting Standards, i.e., Ind AS applicable in a phased manner. One of them, Ind AS 102 on “Share based Payment” specifies the financial reporting by an entity when it undertakes a share-based payment transaction including. Once applicable, the Ind AS 102 will replace the Guidance Note on Accounting for Employee share-based payments (“the GN”) issued by the ICAI in January 2005.

The GN establishes financial accounting and reporting principles for employee share-based payment plans, viz., employee stock option plans, employee stock purchase plans and stock appreciation rights. For the purposes of the GN, the term ‘employee’ includes a director of the enterprise, whether whole time or not.

For accounting purposes, employee share-based payment plans are classified into the following categories:

Equity Settled	Cash Settled	Employee share-based payment plans with cash alternatives
Under these plans, the employees receive shares	Under these plans, the employees receive cash based on the price (or value) of the enterprise’s shares	Under these plans, either the enterprise or the employee has a choice of whether the enterprise settles the payment in cash or by issue of shares

An employee share-based payment plan falling in the above categories can be accounted for by adopting the fair value method or the intrinsic value method. The accounting treatment specified herein below is based on the fair value method.

Equity Settled		Cash Settled	Employee share based payment
Recognise as expenses services received from employee and credit Equity account - ‘Stock option outstanding account’		Measure services received and liability incurred at fair value	Enterprise gives option to employee to settle transaction either in cash or by issuing shares
Option granted/vested immediately	Option to be vested after completion of specific period	Remeasure fair value of liability at each reporting date - till the time liability is settled	Accounting as per Cash Settled method – if enterprise has incurred liability to settle in cash Equity settled – to the extent no such liability is incurred
On grant date, enterprise recognise services received in full with corresponding credit to equity account	Presume that services to be rendered by employee as consideration for those instruments will be received in future
Valuation of Shares – measure the fair value of shares or stock options granted on grant date If market prices are available - Based on market price If market prices are not available - Based on arm’s length transaction prices between knowledgeable willing parties On exercise of right, the enterprise issues equity shares

Sample Accounting Entries

EQUITY SETTLED- ESOPs	CASH SETTLED- ESOPs
Offer shares : 100/employees No of Employees: 100 Total No of shares: 10,000 Exercise Price: 25/share Fair Value: 100/share Vesting period: 2 years	Offer shares : 100/employees No of Employees: 100 Total No of shares: 10,000 Fair Value on 1st April, 2020: ₹ 25 Fair Value on 31th March, 2021 : 55 Fair Value on 31th March, 2022: 80 Vesting period: 2 years
31/03/2021
10000 X 37.5 [Discount [100-25] expensed out in vesting period	₹ 30 X 10,000 [Expensed out]
Emp Comp Exp Dr…. 3.75 To Emp Stock Option O/S... 3.75	Emp Comp Exp Dr…. 3 To Stk App Rights …. 3
31/03/2022
10000 X 37.5 [Discount [100-25] expensed out in vesting period	₹ 25 X 10,000 [Expensed out]
Emp Comp Exp Dr…. 3.75 To Emp Stock Option O/S... 3.75	Emp Comp Exp Dr…. 2.5 To Stk App Rights ….. 2.5
31/03/2022
On Exercise	On Exercise: ₹ 55 Paid [80-25]
Bank A/c Dr. [25 X 10,000] Emp Stock Op Dr. [75 X 10,000] To Eq Sh Cap [10 X 10,000] To Sec Prem [90 X 10,000]	Stk App Rights Dr. [55 X 10,000] To Bank [55 X 10,000]

Employee share based payment plans are valued as per Intrinsic Value method or fair value method

For Listed Companies - Intrinsic Value method - amount by which quoted market price exceeds the exercise price of the option
For Unlisted Companies - based on valuation report by independent valuer

12. Foreign Exchange [FEMA]

ESOP to Foreign Employee	ESOP from Foreign Parent company to Employee of Indian Subsidiary
Condition to be fulfilled The ESOPs is drawn either in terms of regulation issued under Companies Act or SEBI Act ESOPs are in compliance with sectoral cap Prior Govt Approval in case of where investment by a person resident outside India is under approval route.	General permission has been granted to a person resident in India who is an individual to purchase equity shares offered by Foreign companies under ESOP if he is an Employee, director of Foreign Company/Subsidiary of Foreign Companies
At the time of granting The company shall furnish a return to RBI as per the Form- ESOP within 30 days from the date of issue of ESOP,	Shares under ESOP Scheme offered by company globally on uniform basis
At the time of exercise of options The Company has to obtain KYC of each Employee File ARF in 30 days of receipt of funds and FCGPR in 30 days with RBI for the Foreign Investment CA & CS Certificate as prescribed for FEMA guidelines	An Annual Return (Annex – B) is submitted by Indian company to RBI through AD Category – I giving details of remittances/ beneficiaries
File Annual Statement with RBI File annual statement of assets and liabilities with RBI