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Objective 1. The objective of this discussion paper is to seek comments / views from the public on the proposals to amend SEBI (Share Based Employee Benefits) Regulations, 2014 and SEBI (Issue Of Sweat Equity) Regulations, 2002. Background 2. SEBI (Issue of Sweat Equity) Regulations, 2002 (in short "Sweat Equity Regulations") and SEBI (Share Based employee benefits) Regulations, 2014 (in short “SBEB Regulations”) were notified on September 24, 2002 and October 28, 2014 respectively. 3. The Sweat equity regulations provided framework for issuance of sweat equity shares by listed companies and the SBEB Regulations provided framework to regulate Employee Stock Option Scheme, Employee Stock Purchase Scheme and other share based employee benefits. 4. The stakeholders have been requesting SEBI to further streamline and rationalize the provisions of the regulations and make them more robust, sync with best global practices and ease of doing business. Expert Group’s constitution and recommendations 5. In view of the aforesaid, SEBI constituted an Expert Group with a mandate to provide its recommendations on the following issues: a. Revisiting the framework of SBEB regulations and suggesting policy change thereto; b. Revisiting the framework of SEBI Sweat equity regulations vis-à-vis the Companies Act, 2013 and suggesting policy changes thereto; and c. Suggesting, whether it is advisable to combine both the regulations and if so, providing a draft of combined regulations.