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ESOP Corporate Filings in Delhi

For Nehru Place IT houses, Connaught Place groups and NRI-backed Saket brands filing with RoC Delhi a short walk from the MCA head office.

Reviewed by CA & CS Team · Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: 24 June 2026 Verify Credentials →

Filings: MGT-14 (Section 117(2)), PAS-3 (Section 39(4)), MGT-7 (Section 92), SH-6 register and Directors' Report

Fees: From INR 9,999 per filing (Exl GST and Govt. Charges)

Coverage: Pvt Ltd, Public Unlisted; Trust-route adds ITR-7 plus trust audit; listed adds SEBI SBEB filings

Timeline: MGT-14 in 30 days; PAS-3 in 30 days; MGT-7 within 60 days of AGM

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Overview What Are ESOP Filings Trigger Events Deliverables PAS-3 Procedure Onboarding Checklist Common Errors Retainer Fees Per-Event Timeline In-House vs Patron Legal Framework FAQs

ESOP Corporate Filings - Overview

📌 TL;DR - ESOP Filings for Delhi Companies at a Glance

A Delhi company filing with RoC Delhi works to the same four deadlines as the rest of India - MGT-14 in 30 days of a special resolution (Section 117(2)), PAS-3 in 30 days of an allotment on exercise (Section 39(4) with Rule 12), MGT-7 with the ESOP movement table (Section 92) and an authenticated SH-6 register at the registered office. The local twist is the capital's heavy NRI and overseas-investor base: an exercise by a non-resident grantee also fires FC-GPR within 30 days under FEMA. Patron's annual retainer carries both the MCA and the cross-border layer for Nehru Place, Connaught Place, Saket and Aerocity firms.

Because the Ministry of Corporate Affairs is headquartered in Delhi and RoC Delhi sits in the same city, capital companies often feel a circular or an adjudication trend before issuers elsewhere do - a reason Delhi boards tend to want their ESOP paperwork demonstrably clean rather than merely "filed". The recurring obligations themselves are familiar: a grant batch produces Board minutes, an exercise produces an allotment resolution and a PAS-3, a pool top-up or variation produces a fresh special resolution and MGT-14, and the year closes with the MGT-7 movement table and the Rule 12(9) Directors' Report paragraph.

What sets Delhi apart is who sits on the cap table. The capital's trading, product and consumer-tech companies are unusually NRI-heavy - overseas founders, foreign-resident engineers and diaspora angels - so a single Saket or Connaught Place allotment can simultaneously trigger an MCA filing at RoC Delhi and an FC-GPR under FEMA. Patron Accounting LLP runs all of this on one annual retainer, with qualified Company Secretaries filing on MCA21 against your RoC Delhi CIN and the FEMA side handled in-house. The firm has advised Indian businesses since 2009.

ESOP Filings for Delhi Companies - RoC Delhi and MCA

Companies registered in Delhi file their ESOP forms with the Registrar of Companies, Delhi, under the Ministry of Corporate Affairs - whose headquarters is in Delhi at Shastri Bhawan. The MGT-14, PAS-3, MGT-7 and SH-6 obligations are identical to the rest of India, but Delhi-registered companies tend to see MCA policy shifts and adjudication patterns first because the apex office sits in the same city.

Delhi's ESOP landscape clusters around distinct corporate belts: the Nehru Place IT and software ecosystem, the Connaught Place finance and headquarters district, and the Saket-Aerocity corporate belt. Two local patterns recur - older promoter-led groups in CP and Karol Bagh formalising employee equity for the first time, where a clean first MGT-14 and an authenticated SH-6 register matter most; and D2C and SaaS companies around Nehru Place and Saket running frequent exercises that need bundled PAS-3 filings and a reconciled MGT-7 ESOP movement table.

Nehru Place IT cluster: software and IT companies with engineer pools - SH-6 hygiene and reconciled MGT-7 disclosures.
Connaught Place finance district: established groups adopting first ESOP schemes - MGT-14 within 30 days of the EGM.
Saket-Aerocity corporate belt: growth-stage and D2C firms with quarterly exercises needing bundled PAS-3.

Patron's CS team files for Delhi companies on MCA21 against the RoC Delhi CIN, typically lodging PAS-3 allotments within 10 working days of exercise.

What Are ESOP Corporate Filings

Think of ESOP corporate filings as the maintenance log for an option pool that has already been approved - the running record of board minutes, MCA forms, statutory registers and annual-return disclosures that a Delhi company must keep current so its scheme stays valid under Section 62(1)(b) of the Companies Act 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules 2014. At RoC Delhi the same regime applies whether the issuer is a Nehru Place IT trading house or a Saket consumer-tech brand.

Four forms carry most of the weight: MGT-14 when a special resolution is passed, PAS-3 on each allotment when an option is exercised, MGT-7 for the annual-return ESOP movement, and the authenticated Form SH-6 Register of Employee Stock Options held at the registered office.

Two further layers come up constantly in the capital. First, the cross-border one: with so many Delhi product and consumer-tech firms backed by NRIs and staffed by foreign-resident engineers, an exercise by an overseas grantee routinely adds an FC-GPR within 30 days under FEMA on top of the PAS-3. Second, the Trust route: where a Connaught Place group runs its pool through a Trust, trust-deed registration, trustees minutes and ITR-7 follow - and a listed company on that route also answers to Regulation 19 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

Key Terms for ESOP Corporate Filings:

MGT-14: Filing of resolutions and agreements with Registrar under Section 117(2); required within 30 days for special resolution approving ESOP scheme, scheme variation, pool top-up or any agreement requiring RoC filing.

PAS-3: Return of allotment under Section 39(4) read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules 2014; required within 30 days of share allotment on ESOP exercise.

MGT-7: Annual Return under Section 92; must include ESOP particulars - options outstanding at start and end, granted, vested, exercised, lapsed and forfeited during the year; filed within 60 days of AGM.

Form SH-6: Register of Employee Stock Options under Rule 12(10); maintained at registered office, authenticated by the Company Secretary; details every grant, vesting and exercise.

Rule 12(9): Companies (Share Capital and Debentures) Rules 2014 - mandates 11 specific ESOP disclosures in the Directors' Report covering grants, vesting period, exercise price, options exercised and more.

FC-GPR: FEMA filing required within 30 days when shares are allotted to non-resident employees under the ESOP scheme; coordinated with FDI Compliance team.

Statutory Authority Section 62(1)(b)

When These Filings Are Triggered

ESOP filings answer to events, not to a fixed monthly calendar - and in Delhi the event that catches founders out most often is a cross-border one. A Saket consumer-tech company allotting to an NRI-linked employee, or a Nehru Place trading firm topping up its pool, each fires a different form. Match the trigger to the filing and the deadlines fall into place; miss one and the FC-GPR or MGT-14 clock runs out quietly. The events below set out which filing each one requires.

Trigger Events and Required Filings

ESOP scheme approved at EGM (Special Resolution): MGT-14 within 30 days of the resolution with EGM notice, explanatory statement, special resolution and scheme document attached.
Fresh grant batch by Board (within approved scheme): Board minutes within 15 days plus grant letters and SH-6 entries. No MGT-14 unless the pool is topped up.
Pool top-up by special resolution: Fresh EGM, special resolution and MGT-14 within 30 days.
Scheme variation (vesting, exercise, leaver terms): Special resolution, MGT-14 and scheme amendment within 30 days.
Employee exercises options and shares allotted: Allotment Board Resolution plus PAS-3 within 30 days of allotment under Section 39(4) read with Rule 12.
Annual return at year-end (after AGM): MGT-7 within 60 days of AGM with ESOP movement table. Directors' Report with Rule 12(9) disclosure. AOC-4 separately within 30 days of AGM.
ESOP Trust set up: Trust deed registration with Sub-Registrar, trustees first minutes and Trust PAN application.
Cross-border employee exercise (foreign employee): FC-GPR within 30 days for non-resident issuance under FEMA.

Patron ESOP Filing Deliverables

Across Delhi our ESOP clients span trading, product and consumer-tech - Nehru Place and Connaught Place firms alongside Saket and Aerocity brands, many with NRI investors and employees who have moved abroad. The deliverables below are scoped with that cross-border weight in mind: clean MCA filing at RoC Delhi, with the FEMA and FC-GPR side built in rather than bolted on:

Service	What We Do
Per-Grant Board Resolution and SH-6 Maintenance	Drafting Board Meeting notice, agenda, board resolution authorising grants from approved pool, minutes recorded within 15 days, and SH-6 entries authenticated by Company Secretary for each grantee. Quarterly or per-batch grant runs supported.	Included
MGT-14 Filing for Special Resolutions	Drafting and filing MGT-14 within 30 days of any ESOP-related special resolution - scheme adoption, pool top-up, scheme variation, AoA amendment. Includes EGM notice and explanatory statement per Rule 12(2) of Share Capital Rules.	Included
PAS-3 Filing on Every Allotment	Drafting Allotment Board Resolution after exercise, certifying allottee details, and filing PAS-3 within 30 days under Section 39(4) read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules 2014. Multiple allotments within 30 days bundled.	Included
MGT-7 Annual Return ESOP Disclosure	Preparation of MGT-7 Annual Return Part D ESOP particulars - options outstanding at start, granted during year, vested, exercised, lapsed and outstanding at year-end. Coordinated with the audit team for share capital reconciliation.	Included
Directors' Report ESOP Disclosure	Drafting Rule 12(9) ESOP disclosure paragraph covering 11 mandatory disclosures (options granted, vesting period, exercise price, options exercised, total shares arising, lapsed options, variations, employees granted more than 5 percent, etc.).	Included
ESOP Trust-Route Filings	Trust deed drafting and Sub-Registrar registration under Section 25 of the Indian Trusts Act 1882; trust PAN application; trustees first board minutes; annual trustees meeting minutes; ITR-7 filing; trust accounts audit if turnover or activity thresholds met.	Add-on
Cross-Border ESOP Filings	FC-GPR within 30 days when shares are allotted to non-resident employees under the scheme; FC-TRS for transfer cases; coordinated with the FDI Compliance team.	Add-on
Customised ESOP Filing Calendar	Retainer includes a year-ahead Filing Calendar covering grant batches, expected exercises, EGM windows, AGM and MGT-7 deadlines. Quarterly reviews with the founder or CFO.	Included

Our Process

7-Step Per-Allotment PAS-3 Procedure

A Nehru Place employee's exercise notice starts Section 39(4)'s 30-day allotment clock. Patron's CS team works through the seven steps below - notice to MCA21 filing and SH-6 update at RoC Delhi - and where the grantee is overseas, layers the FC-GPR window on top. Most Delhi allotments are filed within 10 working days of exercise.

Step 1

Exercise Notice Verification

Employee submits the exercise notice with payment of exercise price to the company. Patron CS confirms vesting status from the SH-6 register and validates eligibility under the scheme document.

SH-6 vesting check Exercise price received

Exercise Verified 01

Step 2

Valuation Refresh Check

Confirm IBBI Registered Valuer or SEBI Merchant Banker FMV report is within 180 days. Refresh the valuation report if stale to ensure Section 247 compliance for the allotment price.

180-day FMV window Section 247 valuer

Valuation Current 02

Step 3

Allotment Board Resolution

Convene Board Meeting with the statutory 7-day notice. Pass the resolution allotting shares against the exercise consideration received. Record minutes within 15 days under Section 173 timelines.

7-day Board notice Minutes in 15 days

Resolution Passed 03

Step 4

Share Certificate Issuance

Issue share certificates within 2 months of allotment under Section 56(4) of the Companies Act 2013. Update the cap table and the register of members to reflect new shareholders.

Section 56(4) 2 months Cap table update

Certificates Issued 04

Step 5

PAS-3 Drafting

Prepare PAS-3 with allottee details, allotment date, number of shares, consideration received and the SRN of MGT-14 filed earlier for the scheme. Attach the certified Board Resolution and valuation report.

Allottee list MGT-14 SRN linkage

PAS-3 Drafted 05

Step 6

PAS-3 Filing on MCA21

File PAS-3 electronically on the MCA21 portal within 30 days of the allotment date, certified by Company Secretary or Chartered Accountant in whole-time practice with a digital signature. Statutory fee paid based on authorised capital.

30-day window CS digital signature

Filed on MCA21 06

Step 7

SH-6 Update and Tax Coordination

Mark options exercised in the SH-6 register. Coordinate with payroll for Section 17(2)(vi) perquisite TDS within the relevant pay cycle. Update SH-6 entries authenticated by the Company Secretary.

Section 17(2)(vi) TDS SH-6 CS authenticated

Records Closed 07

Information Checklist for Retainer Onboarding

Onboarding a Delhi company, we pay particular attention to the cross-border footprint - which grantees are non-resident, which investors are NRIs, and what FEMA filings may already be due. We build from the inputs below; for a Saket or Connaught Place firm with foreign-resident employees, the FC-GPR planning line at the end of this list is often the first thing we untangle:

Certificate of Incorporation, current Memorandum and Articles of Association
Approved ESOP Scheme Document with EGM Special Resolution date and SRN of MGT-14 filed
Form SH-6 Register of Employee Stock Options - current snapshot
Cap table with all classes of shares, options outstanding and recent allotments
List of grantees with grant date, vesting schedule, exercise price and status (active, exited, exercised)
Most recent IBBI Registered Valuer or Merchant Banker FMV report
Last 3 years MGT-7, AOC-4 and Directors' Report filings
Board calendar for the next 12 months (scheduled grant batches, planned exercises)
Trust Deed and trustees details if ESOP Trust is in place
Foreign employee details if cross-border ESOPs are issued (for FC-GPR planning)

Common ESOP Filing Errors and How We Avoid Them

In Delhi, the errors that bite hardest cluster around the cross-border exercise - a missed FC-GPR on an allotment to an overseas employee, or an NRI investor's diligence exposing an unauthenticated SH-6 register. Each row below is a slip we routinely catch for Delhi product and consumer-tech firms before an investor or the RoC does:

Challenge	Impact	How Patron Accounting Solves It
Confusing PAS-3 windows - 15 vs 30 days	Founders sometimes assume PAS-3 for ESOP allotments must be filed within 15 days like a private placement. ESOPs are issued under Section 62(1)(b), not Section 42, so the applicable window is 30 days under Section 39(4) read with Rule 12.	Patron uses the correct 30-day timeline and flags any past 15-day-window assumption as a non-issue for ESOP allotments.
Missing MGT-14 on pool top-up	Pool top-ups require a fresh special resolution under Section 62(1)(b) and a fresh MGT-14 filing within 30 days. Some companies treat the original scheme approval as covering all future grants.	Patron treats every pool top-up as a fresh special resolution event - new EGM, new resolution, new MGT-14.
SH-6 register not authenticated by CS	Rule 12(10) requires the SH-6 register to be authenticated by the Company Secretary. Most early-stage companies maintain it as an Excel file without authentication.	Patron sets up a proper SH-6 register at the registered office with CS sign-off on every entry as a standing process.
Directors' Report Rule 12(9) disclosure missing	Rule 12(9) mandates 11 specific ESOP disclosures in the Directors' Report. Generic 'ESOP details as per scheme' paragraphs do not satisfy this requirement.	Patron drafts the full Rule 12(9) paragraph covering all 11 disclosures with audit-ready supporting workings.
MGT-7 disclosure misaligned with SH-6 and Schedule III	MGT-7 Part D ESOP particulars must reconcile with the SH-6 register, Schedule III note in financial statements and the Directors' Report. Manual reconciliation often misses tranche-level adjustments.	Patron reconciles all three sources of truth in one workflow during the annual return preparation.

ESOP Corporate Filings Retainer Fees

Fee Component	Amount
Seed Stage (1 scheme, up to 10 grantees)	Board minutes, SH-6 maintenance, MGT-14 (1 per year if needed), PAS-3 (up to 4 per year), MGT-7 disclosure	Quoted on scoping call
Growth Stage (1 scheme, 11 to 50 grantees)	Quarterly Board cycles, multiple PAS-3 allotments, scheme variations, full Directors' Report disclosure	Quoted on scoping call
Scale Stage (2 to 3 schemes, 50 plus grantees)	Multi-scheme reconciliation, group consolidation, accelerated vesting events, modification filings	Quoted on scoping call
ESOP Trust Route Add-On	Trust deed registration, trustees minutes, ITR-7, trust audit coordination	Quoted on scoping call
Cross-Border Add-On	FC-GPR, FC-TRS for foreign employees under FEMA	quoted on a scoping call per filing
Per-Allotment PAS-3 (One-Off)	Single PAS-3 with allotment Board Resolution and share certificate issuance	quoted on a scoping call per filing
MGT-14 (One-Off)	Special resolution drafting plus filing within 30 days	quoted on a scoping call per filing
Patron Accounting Professional Fees	Standard starting price for Seed Stage annual ESOP filings retainer (1 scheme, up to 10 grantees)	From INR 9,999 per filing (Exl GST and Govt. Charges)

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Professional service charges for drafting, filing, and representation are separate from the statutory fees. The exact fee depends on the complexity of the case, disputed amount, and number of hearings required. Contact us for a detailed quote.

Disclaimer: All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

Get a free ESOP Corporate Filings consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

Per-Event Filing Timelines

Stage	Estimated Timeline
Special Resolution passed at EGM - MGT-14 statutory window	30 days from resolution
Special Resolution passed at EGM - Patron MGT-14 turnaround	Filed within 15 working days
Shares allotted on exercise - PAS-3 statutory window	30 days from allotment
Shares allotted on exercise - Patron PAS-3 turnaround	Filed within 10 working days
AGM held - AOC-4 (financials) statutory window	30 days of AGM
AGM held - MGT-7 (annual return) statutory window	60 days of AGM
AGM held - Patron filing turnaround for AOC-4 and MGT-7	Filed within 45 days of AGM
Pool top-up or scheme variation - fresh special resolution + MGT-14	Drafted in 5 days + filed in 15 days
Trust Deed execution - Sub-Registrar registration + Trust PAN	10 to 15 working days end-to-end

                    
                    Patron's standard turnaround compresses the 30-day statutory window by half - allowing buffer for any MCA portal issues, signatory bottlenecks or document corrections. The Filing Calendar maps the year's expected events to specific working days, so nothing slips through to the deadline edge.

Key Benefits

Why Patron for ESOP Filings Retainer

Every ESOP Form, One Annual Fee

MGT-14, PAS-3, MGT-7, the SH-6 register and the Directors' Report disclosure are covered by a single retainer - no surprise per-form invoices through the year.

A CS Who Owns the File

A named Company Secretary is your point of accountability, with partner-level oversight on every special resolution and EGM - the assurance an NRI-backed Delhi board expects.

Calendar Mapped to Your Scheme

A year-ahead Filing Calendar covering grant batches, vesting waves, the AGM and the MGT-7 deadline at RoC Delhi, with quarterly reviews.

Valuation, Accounting and Tax Joined Up

We connect the IBBI / Merchant Banker valuation, the Ind AS 102 and Schedule III accounting and the Section 17(2)(vi) perquisite TDS into one ESOP workflow.

Trust Route and Listed-Company Cover

Full ESOP Trust setup, trustees minutes, ITR-7 and trust-audit coordination, plus SEBI SBEB Regulation 19 for listed Delhi companies.

FEMA Filings Built In - Delhi's Real Need

FC-GPR and FC-TRS for overseas employees and NRI-linked allotments run inside the same retainer - the cross-border layer that defines ESOP work in Delhi, with no extra law-firm bill.

Trusted by Indian Companies for ESOP Filings

10,000+ Businesses Served | 4.9 Google Rating | 50,000+ Documents Filed | 15+ Years in Practice

Our promoter group in Connaught Place was setting up employee equity for the first time and had no SH-6 register or MGT-14 history. Patron drafted the EGM papers, filed MGT-14 within the 30-day window and built an authenticated SH-6 register from scratch. - Director, family-promoted group (Connaught Place, Delhi).

Our previous filer had bundled exercises wrong and our MGT-7 ESOP movement table never reconciled with the SH-6 register. Patron rebuilt the reconciliation and now files our quarterly PAS-3 on time. - CFO, enterprise SaaS (Nehru Place, Delhi).

With offices in Pune, Mumbai, Delhi and Gurugram, Patron Accounting serves businesses across India - both in-person and remotely.

In-House Junior CS vs Patron Filings Retainer

For a Delhi product or consumer-tech company with NRI investors, an in-house junior CS rarely covers the FEMA and FC-GPR side that cross-border allotments demand - so the work often gets outsourced anyway, at a premium, on top of the salary. A retainer folds the MCA and FEMA layers together under one partner-reviewed team. The line-by-line view below shows where that matters:

Dimension	In-House Junior CS	Patron Retainer
PAS-3 window (30-day vs 15-day)	Confusion common - often filed under Section 42 15-day window	Section 39(4) 30-day window correctly applied
MGT-14 for pool top-up	Often missed - treated as routine grant	Drafted and filed within 30 days of EGM
SH-6 register authentication	Excel file without CS sign-off	Authenticated register at registered office
Rule 12(9) Directors' Report disclosure	Generic single paragraph	All 11 disclosures drafted to audit standard
MGT-7 ESOP movement table	Often misaligned with SH-6 and Schedule III	Reconciled across registers and financials
Cross-border filings (FC-GPR)	Outsourced to law firm at high cost	Bundled in retainer
ESOP Trust filings	Specialised; rare in-house capability	Included as add-on
Total cost (Series A scale)	Rs 6 to 8 lakh fully loaded annual salary plus tools	Quoted on scoping call

Legal and Compliance Framework

Delhi is where the Ministry of Corporate Affairs is headquartered, and the Registrar of Companies, Delhi applies the same statutes to a Nehru Place trading firm and a Saket consumer-tech brand alike - with the FEMA layer added wherever an allotment crosses a border. These are the provisions, rules and forms that govern the work:

Section 62(1)(b), Companies Act 2013 - statutory authority for issue of further shares to employees under ESOP scheme via special resolution. Ministry of Corporate Affairs (MCA21).
Section 117(2), Companies Act 2013 - MGT-14 filing within 30 days of special resolution. Default: Rs 10,000 plus Rs 100 per day continuing default for the company and every officer in default.
Section 39(4), Companies Act 2013 read with Rule 12, Companies (Prospectus and Allotment of Securities) Rules 2014 - PAS-3 return of allotment within 30 days of ESOP allotment. Default: Rs 1,000 per day, maximum Rs 1,00,000.
Section 42(9), Companies Act 2013 - PAS-3 within 15 days for PRIVATE PLACEMENTS only. NOT applicable to ESOP allotments (ESOPs are issued under Section 62(1)(b)).
Section 92, Companies Act 2013 read with Rule 11, Companies (Management and Administration) Rules 2014 - MGT-7 Annual Return filing within 60 days of AGM. ESOP particulars disclosed in Part D.
Section 134(3)(c), Companies Act 2013 - Directors' Report disclosure requirements. ESOP particulars are statutory inclusions.
Rule 12, Companies (Share Capital and Debentures) Rules 2014 - ESOP eligibility, vesting, lock-in, exercise and scheme variation rules.
Rule 12(9), Companies (Share Capital and Debentures) Rules 2014 - 11 mandatory ESOP disclosures in Directors' Report (options granted, vesting period, exercise price, options exercised, total shares arising, money realised, lapsed options, scheme variations, employees granted more than 5 percent, employees granted equal to or more than 1 percent, diluted EPS).
Rule 12(10), Companies (Share Capital and Debentures) Rules 2014 - Form SH-6 Register of Employee Stock Options maintained at registered office, authenticated by Company Secretary.
Section 247, Companies Act 2013 read with Companies (Registered Valuers and Valuation) Rules 2017 - Registered Valuer engagement for FMV.
Section 56(4), Companies Act 2013 - Share certificates issued within 2 months of allotment.
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 - listed company ESOP regime. Regulation 19 governs implementation through ESOP Trust. Securities and Exchange Board of India (SEBI).
Section 25, Indian Trusts Act 1882 - trust deed registration for ESOP Trust route.
Section 139(4A), Income Tax Act 1961 - ITR-7 filing for ESOP Trust. Income Tax Department of India.

What MCA filings are required for ESOP?

Core ESOP filings are MGT-14 within 30 days of any ESOP-related special resolution (Section 117(2)), PAS-3 within 30 days of share allotment on exercise (Section 39(4) read with Rule 12), MGT-7 Annual Return with ESOP movement disclosure under Section 92, and the Form SH-6 Register of Employee Stock Options at the registered office under Rule 12(10). The Directors' Report must include Rule 12(9) ESOP disclosures.

When should PAS-3 be filed for ESOP allotment?

PAS-3 for ESOP allotment must be filed within 30 days of the allotment date under Section 39(4) of the Companies Act 2013 read with Rule 12 of Companies (Prospectus and Allotment of Securities) Rules 2014. The 15-day window applies only to private placements under Section 42(9), which is NOT the route for ESOP allotments. The penalty for default is Rs 1,000 per day continuing default, maximum Rs 1,00,000.

Where do Delhi companies file ESOP forms - RoC Delhi?

Yes. Companies with a registered office in Delhi file MGT-14, PAS-3, MGT-7 and the SH-6 register with the Registrar of Companies, Delhi, on the MCA21 portal. RoC Delhi operates under the Ministry of Corporate Affairs, whose headquarters is also in Delhi. The forms, 30-day windows and Rule 12(9) disclosures are identical nationwide - jurisdiction only determines which RoC office processes the filing, covering Nehru Place, Connaught Place, Saket and the rest of the city.

What is the penalty for late PAS-3 filing?

Under Section 39 of the Companies Act 2013, default in filing PAS-3 within 30 days attracts a penalty of Rs 1,000 per day on the company and every officer in default, subject to a maximum of Rs 1,00,000. For private placement PAS-3 under Section 42, the penalty is Rs 1,000 per day up to Rs 25 lakh - but this is not applicable to ESOP allotments.

How is ESOP disclosed in MGT-7 annual return?

MGT-7 Annual Return Part D requires disclosure of details of grants made during the year, options vested during the year, options exercised during the year, options lapsed or forfeited during the year, and options outstanding at year-end. The disclosure must reconcile with the SH-6 register, the Schedule III note in financial statements and the Directors' Report Rule 12(9) paragraph.

How does a Delhi promoter group set up ESOP filings for the first time?

A first-time scheme follows a fixed sequence: draft the ESOP scheme and pool, pass a special resolution at an EGM with 75 percent approval, file MGT-14 with RoC Delhi within 30 days, and open an authenticated SH-6 Register of Employee Stock Options under Rule 12(10). Established Connaught Place and Karol Bagh groups professionalising employee equity most often lack the SH-6 register and a clean MGT-14 trail, so building both correctly at adoption avoids penalty exposure and future diligence reopens.

What is the ESOP disclosure in Directors Report?

Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014 mandates 11 specific ESOP disclosures in the Directors' Report - options granted, vesting period, exercise price or pricing formula, options exercised, total shares arising on exercise, money realised, lapsed options, scheme variations during the year, employees granted more than 5 percent of total options, employees granted equal to or more than 1 percent of issued capital and diluted earnings per share.

How are ESOP filings carried out, step by step?

ESOP filings follow a fixed sequence. For a first scheme, hold an EGM and pass a special resolution, then file MGT-14 within 30 days. For every grant, pass a Board Resolution and record an SH-6 entry. For every exercise, pass an Allotment Resolution and file PAS-3 within 30 days. At the year-end, disclose the ESOP details in MGT-7 and the Rule 12(9) disclosures in the Directors' Report. Where an ESOP Trust is in place, ITR-7 is filed separately. Patron handles all of this under a single annual retainer. +91 945 945 6700.

Quick Answers

Do I need a Company Secretary for ESOP filings? PAS-3 and MGT-14 can be certified by a Company Secretary, Chartered Accountant or Cost Accountant in whole-time practice. SH-6 must be authenticated by the Company Secretary or board-authorised person.
What is the difference between MGT-14 and PAS-3? MGT-14 files special resolutions (scheme adoption, variations). PAS-3 files share allotment returns (after exercise). Both have 30-day windows in the ESOP context.
Can multiple PAS-3 allotments be bundled? Yes. Multiple allotment events within 30 days of the filing date can be reported in one PAS-3 form. Events outside the 30-day window require separate filings.
Is the SH-6 register maintained physically or digitally? Either form is permitted. The register must be at the registered office (Form INC-22 needed if location changes) and authenticated by the Company Secretary.
Does MGT-14 require attachments? Yes. EGM notice, explanatory statement, certified true copy of the special resolution and the underlying agreement or scheme document.

Series A or AGM Coming Up - Get Your ESOP Filings Audit-Ready

Missing MGT-14 on a pool top-up is the most common Series A diligence reopen. A late PAS-3 attracts Rs 1,000 per day up to Rs 1,00,000 per allotment. The Rule 12(9) Directors' Report disclosure is the audit qualification trigger. Get a free 20-minute scoping call with Patron's CS team - we will tell you exactly which filings are due and at what penalty exposure today. Call +91 945 945 6700 or WhatsApp us for a free scoping conversation.

Get Your ESOP Filings on a Single Retainer - Talk to Patron

ESOP corporate filings are the recurring statutory layer that keeps every grant, exercise and allotment within the four corners of the Companies Act 2013. The forms are simple - MGT-14, PAS-3, MGT-7 and SH-6 - but the workflow is technical, the windows are tight (30 days each), and the penalty exposure compounds when grants and exercises happen quarterly.

Patron Accounting LLP runs the entire ESOP filings cycle on a single annual retainer, with a qualified Company Secretary as the named point of accountability. The firm has been advising Indian businesses since 2009 across Pune, Mumbai, Delhi and Gurugram.

Call +91 945 945 6700 or WhatsApp us for a free scoping call. Response within 2 hours during business hours.

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Related Services

Start with the national ESOP Corporate Filings service, then explore complementary ESOP services across India.

ESOP Corporate Filings in India - the national parent service
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ESOP Valuation Services - Rule 11UA fair-market-value reports for grants and exercises
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Content Created: 24 June 2026 | Last Updated: 24 June 2026 | Next Review: 24 September 2026 | Reviewed By: CA & CS Team · Patron Accounting LLP

Tier 2 quarterly review. Triggers for review: MCA fee schedule changes, new MCA form versions, Companies Act amendments, SEBI SBEB Regulations updates and ICSI compliance circulars. Sources: MCA21 notifications, SEBI circulars and ICSI announcements.