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Board Resolution format for issue of shares through Employee Stock Option Plan (ESOP)

  • By : abiZa Team
  • May 20, 2019

Any Company can issue the shares of the Company to its employees for the purpose of retaining them. The Company has to follow the prescribed guideliness under the Companies Act, 2013 for issue of shares through Employee Stock Option Plan (ESOP). Below is the format of Board Resolution for issue of shares.



Approval of ESOP Scheme 2018

The Chairman informed that the Company was planning to come out with an ESOP Scheme to motivate employees, who are consistently performing well, and to give them opportunity to participate and gain from the Company's performance, thereby, acting as a retention tool as well as to align the efforts of such talent towards long term value creation in the organization and to attract new talent.  He added that in this direction, an ESOP scheme has been drafted. The draft ESOP policy was placed before the Board.

Thereafter, the Chairman shared with the Members the salient features of the proposed ESOP Scheme:


ESOP Scheme


Total Number of Options  


Eligible Employees  


Vesting Period  


Vesting Criteria  


Exercise Price  


Exercise Period  


Maximum No. of Options to be granted per employee    


The Board considered the same and passed the following resolution in this regard:

“RESOLVED THAT pursuant to the provisions of Section 62 and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder and applicable provisions [including any statutory amendment, modification or re-enactment to the Act or the Guidelines, for the time being in force], the Articles of Association of the Company, subject to approval of Shareholders at their general meeting and subject to such other approvals, permissions, sanctions, conditions and modifications as may be prescribed or imposed while granting such approvals, permissions and sanctions, the consent of the Board be and is hereby accorded to the proposed "Employee Stock Option Plan" and to create, offer, issue and allot in one or more tranches under the said "Employee Stock Option Plan" at any time to or for the benefit of employees and Directors [excluding Independent Director] of the Company for such number of stock options /equity shares and / or equity linked instruments including any other instruments or securities which could give rise to the issue of equity shares [hereinafter collectively referred to as "Securities"] of the Company, not exceeding [Number of ESOP Options] in aggregate, at such price and on such terms and conditions as may be fixed or determined by the Board of Directors in accordance with the Guidelines or other applicable provisions of any law as may be prevailing at that time.

RESOLVED FURTHER THAT the new Equity Shares to be issued and allotted by the Company in the manner aforesaid shall rank pari passu in all respects with the then existing Equity Shares of the Company.  

RESOLVED FURTHER THAT [Name of the person[s] authorized] of the Company be and are hereby authorized jointly and/or severally to do all such acts, deeds, matters and things as may be necessary or expedient including filing of necessary documents, intimations including e-forms with regulatory authorities and to settle any questions, difficulties or doubts that may arise in this regard at any stage in connection to ESOP scheme.

RESOLVED FURTHER THAT a yearly status on the ESOP granted and exercised by employees be presented for the information of the Board”.

Certified True Copy

For ________________



DIN: ________

Address: ____________