ESOP TRUSTS DISALLOWED FROM BUYING CO. SHARES FROM SECONDARY MARKETS

SEBI, vide its Circular dated January 17th 2013 has come out with an amendment to the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and a consequent amendment to the Equity Listing Agreement as well.

SEBI through SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 provides an orderly framework for the listed companies to reward their employees through stock option schemes and stock purchase schemes. These regulations contain detailed provisions, with regard to any ESOP/ ESPS scheme of a listed entity. Whereas it was observed by SEBI that some listed entities, while framing their ESOP Schemes had created the Trusts to deal in their own securities in the secondary market, which was not envisaged within the purview of SEBI (ESOS and ESPS) Guidelines 1999. Thus, it has been decided to prohibit the listed entities from framing any employee benefit schemes involving acquisition of own securities from the secondary market. Also clause 35C has been inserted in the Equity Listing Agreement for the same.

As Corporates are aware that ESOPs can be issued either under the Direct Allotment Route or through the Trust Route. Under the Direct Allotment route, as the name suggests, direct fresh allotments are made to employees, as and when they exercise the Options. As against this, in the Trust Route, the Companies were either making fresh allotments to the Trusts or the Trusts were authorized to acquire/ buy the shares from the market as and when deemed appropriate, to be ultimately transferred to the concerned employees, as and when they exercise the options.

The amendment is with reference to the latter type of transactions, involving acquisitions by the Trusts from the secondary markets.

The said amendment has been brought out with the obvious apprehension that such Schemes/ Trusts might have been created with the object of inflating, depressing, maintaining or causing fluctuation in the price of the securities by engaging in fraudulent and unfair trade practices. Such dealings also raise various regulatory concerns regarding compliance SEBI (FUTP) Regulations as well as Insider Trading Regulations.

It has also been mandated that those companies, which have already framed and implemented before the date of this circular any employee benefit schemes involving dealing in the securities of the company, which are not in accordance with the SEBI Guidelines, such companies will be required to inform the details of their schemes to the Stock exchanges within 30 days from date of the circular (in the prescribed format) and shall also align any existing employee benefit schemes with SEBI (ESOS and ESPS) Guidelines on or before 30th June 2013.

It can thus be inferred that from now on, the Employee Welfare Trusts will not be allowed to acquire any shares from the Secondary Market and can only be issued fresh shares, for being transferred to the Employees, as and when they exercise the Options vested to them. Furthermore, any such Schemes/ Trusts in existence, will have to be accordingly amended to be in consonance with the SEBI Guidelines, by 30th June 2013.

What Does Love Mean??

*What Does Love Mean?*

question to a group of 4 to 8 year olds, "What does love mean?" The answers

"When my grandmother got arthritis, she couldn't bend over and paint her toenails anymore. So my grandfather does it for her all even when his hands got arthritis, too. T...hat's Love. Rebecca - age 8

When someone loves you, the way they say your name is different. You just know that your name is safe in their mouth." Billy - age 4

"Love is when my mommy makes coffee for my daddy and she takes a sip before giving it to him, to make sure the taste is OK." Danny - age 7

"Love is when you tell a guy you like his shirt, then he wears it everyday." Noelle - age 7

"Love is when your puppy licks your face even after you left him alone all day." Mary Ann - age 4

"When you love somebody, your eyelashes go up and down and little stars come out of you" Karen - age 7

"Love is when Mommy sees Daddy on the toilet and she doesn't think it's gross." Mark - age 6

And the final one -- Author and lecturer Leo Buscaglia once talked about contest he was asked to judge. The purpose of the contest was to find the most caring child. (Now this will melt your heart.) The winner was a four year old child whose next door neighbor was an elderly gentleman who had recently lost his wife. Upon seeing the man cry, the little boy went into the old gentleman's yard, climbed onto his lap, and just sat there. When his Mother asked him what he had said to the neighbor, the little boy said, "Nothing, I just helped him cry."

I believe

I Believe...That just because two people argue, It doesn't mean they don't love each other. And just because they don't argue, It doesn't mean they do love each other.

I Believe...That we don't have to change friends if We understand that friends change.

I Believe....That no matter how good a friend is, They're going to hurt you every once in a while And you must forgive them for that.

I Believe...That true friendship continues to grow, Even over the longest distance. Same goes for true love.

I Believe... That you can do something in an instant That will give you heartache for life.

I Believe....That it's taking me a long time To become the person I want to be.

I Believe.... That you can keep going long after you think you can't.

I Believe...That you should always leave loved ones with Loving words. It may be the last time you see them.

I Believe...That heroes are the people who do what has to be done when it needs To be done, regardless of the consequences

I Believe....That we are responsible for what We do, no matter how we feel.

I Believe...That either you control your attitude or it controls you.

I Believe....That my best friend and I can do anything or nothing and have the best time.

I Believe....That sometimes the people you expect to kick you when you're down Will be the ones to help you get back up.

I Believe...That sometimes when I'm angry I have the right to be angry, But that doesn't give me the right to be cruel.

I Believe....That maturity has more to do with what types of experiences you've had And what you've learned from them and less to do with how many Birthdays you've celebrated.

I Believe....That it isn't always enough, To be forgiven by others. Sometimes, you have to learn to forgive yourself..

I Believe...That no matter how bad your heart is broken The world doesn't stop for your grief.

I Believe....That our background and circumstances May have influenced who we are, But, we are responsible for who we become.

I Believe...That you shouldn't be so eager to find Out a secret. It could change your life Forever.

I Believe....Two people can look at the exact same thing and see something totally different.

I Believe....That your life can be changed in a matter of Hours by people who don't even know you.

I Believe...That even when you think you have no more to give, When a friend cries out to you - You will find the strength to help.

I Believe...That credentials on the wall Do not make you a decent human being

I Believe...That the people you care about most in life Are taken from you too soon.

So love them and care for them when they are with you.

Vision

Credit Rating_9

Is rating a one time exercise?

No. To protect the interest of investors, SEBI has mandated that every credit rating agency shall, during the lifetime of the securities rated by it, continuously monitor the rating of such securities and carry out periodic reviews of all published ratings and disclose the revised ratings.

credit rating_8

Who regulates rating agencies?

In India, credit rating agencies are regulated by SEBI. The SEBI (Credit Rating Agencies) Regulations, 1999 govern the credit rating agencies and provide for eligibility criteria for their registration, monitoring and review of ratings, requirements for a proper rating process, avoidance of conflict of interest, code of conduct and inspection of rating agencies by SEBI, among other things.

There is power of life and death in the tongue. Choose your words wisely.

A group of frogs were traveling through the woods, and two of them fell into a deep pit. When the other frogs saw how deep the pit was, they told the two frogs that they were as good as dead. The two frogs ignored the comments and tried to jump up out of the pit with all their might. The other frogs kept telling them to stop, that they were as good as dead.

Finally, one of the frogs took heed to what the other frogs were saying and gave up. He fell down and died. The other frog continued to jump as hard as he could. Once again, the crowd of frogs yelled at him to stop the pain and just die. He jumped even harder and finally made it out.

When he got out, the other frogs said, “Did you not hear us?” The frog explained to them that he was deaf.
He thought they were encouraging him the entire time!

This story teaches two lessons:
There is power of life and death in the tongue. An encouraging word to someone who is down can lift them up and help them make it through the day.
A destructive word to someone who is down can be what it takes to kill them.
Be careful of what you say. Speak life to those who cross your path. The power of words… it is sometimes hard to understand that an encouraging word can go such a long way. Anyone can speak words that tend to rob another of the spirit to continue in difficult times. Special is the individual who will take the time to encourage another.