Section 12(4) in Companies (Share Capital and Debentures) Rules, 2014
(4)The approval of shareholders by way of separate resolution shall be obtained by the company in case of-(a)grant of option to employees of subsidiary or holding company; or(b)grant of option to identified employees, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant of option.
