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ESOP Corporate Filings in Pune

CS-led MGT-14, PAS-3 and SH-6 filings with RoC Pune on MCA21 for Hinjewadi, Magarpatta, Kharadi and Baner-Balewadi product teams - from INR 9,999 per filing.

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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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ESOP Corporate Filings - Overview

📌 TL;DR - ESOP Corporate Filings Services at a Glance

ESOP corporate filings are the recurring MCA submissions a company must make after its ESOP scheme is approved - MGT-14 within 30 days of any special resolution under Section 117(2), PAS-3 within 30 days of share allotment on exercise under Section 39(4) read with Rule 12, MGT-7 Annual Return with ESOP movement disclosure under Section 92, and Form SH-6 register maintenance at the registered office. Default penalties range from Rs 100 to Rs 1,000 per day. Patron's annual retainer covers all of this.

For a Hinjewadi or Kharadi product company, ESOP corporate filings are the recurring compliance layer that keeps your option pool legally valid after the scheme is adopted. Every grant tranche to your engineering team generates Board minutes. Every exercise on a liquidity event generates an allotment Board Resolution plus a PAS-3 within 30 days. Every pool top-up before a Pune-led Series A needs a fresh special resolution and MGT-14. Every annual return requires the ESOP movement table in MGT-7 and the Rule 12(9) disclosure in the Directors' Report.

Pune's SaaS and deep-tech founders typically discover filing gaps late - at Series A diligence run by a Mumbai or Bengaluru fund, or at an MCA penalty notice from RoC Pune. Patron Accounting LLP delivers all ESOP-specific MCA filings for Pune companies on a single annual retainer, run by qualified Company Secretaries who file directly on MCA21 against your RoC Pune CIN. The firm has handled corporate secretarial work for startups and growth-stage companies since 2009.

ESOP Filings for Pune Companies - RoC Pune Jurisdiction

Companies registered in Pune file their ESOP forms with the Registrar of Companies, Pune, which administers the Companies Act 2013 for Pune, Pimpri-Chinchwad and the wider district. Whether your registered office is in a Hinjewadi IT park, a Magarpatta or Kharadi tower or a co-working desk on the Baner-Balewadi tech corridor, the MGT-14, PAS-3 and MGT-7 filings route through the same RoC Pune office on MCA21.

Pune's ESOP issuers skew heavily toward bootstrapped and Series A SaaS, IT services spin-offs and engineering-led product startups. Two local patterns recur: option pools created early for founding engineers in Hinjewadi and Viman Nagar that need a clean SH-6 register before a first institutional round, and IT-services firms running staggered annual grants that quietly miss the Rule 12(9) Directors' Report paragraph. Both surface as reopens during diligence by metro-based investors.

  • Hinjewadi and Magarpatta IT parks: product and SaaS companies with engineer-heavy pools; SH-6 register hygiene before Series A is the recurring ask.
  • Kharadi and Viman Nagar startup hubs: early-stage issuers adopting their first scheme - MGT-14 within 30 days of the EGM is the first filing.
  • Baner-Balewadi tech corridor: growth-stage firms with quarterly exercises needing bundled PAS-3 filings.

Because MCA21 is a national portal, Patron's CS team files for Pune companies remotely with the same turnaround as an on-site secretary - most PAS-3 allotments go in within 10 working days of exercise.

What Are ESOP Corporate Filings

For a Hinjewadi SaaS company or a Kharadi product startup, ESOP corporate filings are the running set of obligations that keep an option pool legally alive between funding rounds - the MCA forms, board minutes, statutory registers and annual-return disclosures that prove the plan is still compliant under Section 62(1)(b) of the Companies Act 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules 2014. They are filed with the Registrar of Companies, Pune.

Four filings sit at the centre of the work: MGT-14 captures the special resolutions, PAS-3 records each share allotment when an engineer exercises, MGT-7 reports the year's ESOP movement in the annual return, and the Form SH-6 Register of Employee Stock Options holds the grant-level history.

A Pune company running its pool through a Trust picks up trust-deed registration, trustees minutes and ITR-7 filings on top. Where a Viman Nagar startup grants options to an employee who has moved abroad, an FC-GPR follows within 30 days under FEMA. Listed companies operating an ESOP Trust additionally answer 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.

APL-05 ESOP Corporate Filings
Statutory Authority Section 62(1)(b)

When These Filings Are Triggered

Unlike GST or TDS, ESOP filings do not run on a fixed monthly clock - each one is set off by a corporate event. A Baner-Balewadi SaaS founder closing a Series A and a Chakan MIDC manufacturer rolling out its first plan face the same rule: map the event to the form, and the deadlines look after themselves. Knowing which trigger fires which filing is what separates a clean cap table from accumulating MCA late fees.

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

Most of our Pune ESOP retainers are IT and SaaS teams in Hinjewadi, Kharadi and the Baner corridor that grant options quarterly, with the occasional Chakan-belt manufacturer formalising its first scheme. The deliverables below are scoped for exactly that rhythm - frequent small grant batches and exercise allotments, filed against the RoC Pune calendar rather than left to pile up at year-end.

ServiceWhat We Do
Per-Grant Board Resolution and SH-6 MaintenanceDrafting 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 ResolutionsDrafting 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 AllotmentDrafting 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 DisclosurePreparation 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 DisclosureDrafting 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 FilingsTrust 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 FilingsFC-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 CalendarRetainer 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

When a Hinjewadi engineer exercises vested options, the clock under Section 39(4) starts ticking. Patron's CS team runs the seven steps below - from exercise notice to MCA21 filing and SH-6 update - and lands most Pune allotments at RoC Pune within 10 working days, well inside the 30-day window.

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
FMV
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
SC
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
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
SH-6
Records Closed 07

Information Checklist for Retainer Onboarding

Onboarding a Pune SaaS company usually starts with whatever the previous CS or an Excel-driven founder handed over. We rebuild from these inputs - and for Hinjewadi and Kharadi teams gearing up for a funding round, a clean version of this checklist is exactly what the diligence data room will ask for next:

  • 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

The mistakes we unwind most often in Pune come from fast-growing IT and SaaS teams that scaled their option pool faster than their compliance process - a junior in-house resource copying last quarter's paperwork without re-checking the rule. Each row below is an error we have corrected for a Pune client before it surfaced in diligence:

ChallengeImpactHow Patron Accounting Solves It
Confusing PAS-3 windows - 15 vs 30 daysFounders 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-upPool 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 CSRule 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 missingRule 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 IIIMGT-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 ComponentAmount
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 disclosureQuoted on scoping call
Growth Stage (1 scheme, 11 to 50 grantees)Quarterly Board cycles, multiple PAS-3 allotments, scheme variations, full Directors' Report disclosureQuoted on scoping call
Scale Stage (2 to 3 schemes, 50 plus grantees)Multi-scheme reconciliation, group consolidation, accelerated vesting events, modification filingsQuoted on scoping call
ESOP Trust Route Add-OnTrust deed registration, trustees minutes, ITR-7, trust audit coordinationQuoted on scoping call
Cross-Border Add-OnFC-GPR, FC-TRS for foreign employees under FEMAquoted on a scoping call per filing
Per-Allotment PAS-3 (One-Off)Single PAS-3 with allotment Board Resolution and share certificate issuancequoted on a scoping call per filing
MGT-14 (One-Off)Special resolution drafting plus filing within 30 daysquoted on a scoping call per filing
Patron Accounting Professional FeesStandard 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

StageEstimated Timeline
Special Resolution passed at EGM - MGT-14 statutory window30 days from resolution
Special Resolution passed at EGM - Patron MGT-14 turnaroundFiled within 15 working days
Shares allotted on exercise - PAS-3 statutory window30 days from allotment
Shares allotted on exercise - Patron PAS-3 turnaroundFiled within 10 working days
AGM held - AOC-4 (financials) statutory window30 days of AGM
AGM held - MGT-7 (annual return) statutory window60 days of AGM
AGM held - Patron filing turnaround for AOC-4 and MGT-7Filed within 45 days of AGM
Pool top-up or scheme variation - fresh special resolution + MGT-14Drafted in 5 days + filed in 15 days
Trust Deed execution - Sub-Registrar registration + Trust PAN10 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

One Retainer for the Whole Pool

A single annual fee absorbs MGT-14, PAS-3, MGT-7, the SH-6 register and the Directors' Report disclosure - so a quarterly-granting Hinjewadi team never sees a fresh invoice every time it allots.

A Named CS, Not a Helpdesk

A qualified Company Secretary owns your file end to end, with partner-level sign-off on every special resolution and EGM - the kind of accountability Pune founders want before a data room opens.

Filing Calendar Built Around Your Vesting

A year-ahead calendar mapped to your scheme - grant batches, vesting waves, the AGM and the MGT-7 deadline at RoC Pune - reviewed with you each quarter.

Valuation, Accounts and Tax in One Loop

We work alongside the IBBI / Merchant Banker valuer, the Ind AS 102 and Schedule III accounting and the Section 17(2)(vi) perquisite-TDS side so nothing falls between teams.

Trust Route When You Scale

Full ESOP Trust setup plus ongoing trustees minutes, ITR-7 and trust-audit coordination - and SEBI SBEB Regulation 19 the day a Pune company lists.

Cross-Border Filings Stay In-House

When a Pune engineer relocates abroad, the FC-GPR and FC-TRS are handled inside the same retainer - no separate law-firm bill bolted on.

Trusted by Indian Companies for ESOP Filings

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

Our previous CS treated PAS-3 as a private placement (15-day window) and we were filing late despite being well within the Section 39 30-day window for ESOPs. Patron corrected the workflow, recovered two years of overpaid late fees and now runs our quarterly cycle on time. - CFO, B2B SaaS startup (Hinjewadi, Pune).

Ahead of our Series A we found the SH-6 register had never been authenticated and the Rule 12(9) paragraph was missing from two Directors' Reports. Patron rebuilt the register and back-filled the disclosures before the data room opened. - Founder, product startup (Kharadi, Pune).

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

A Pune SaaS company at Series A often weighs a full-time junior CS against a retainer. On a fully loaded salary in the Hinjewadi-Kharadi market that hire costs more than the filings warrant - and still leaves single-person key-man risk on a pool that investors will scrutinise. The comparison below is how that choice actually plays out, filing by filing:

Dimension In-House Junior CS Patron Retainer
PAS-3 window (30-day vs 15-day)Confusion common - often filed under Section 42 15-day windowSection 39(4) 30-day window correctly applied
MGT-14 for pool top-upOften missed - treated as routine grantDrafted and filed within 30 days of EGM
SH-6 register authenticationExcel file without CS sign-offAuthenticated register at registered office
Rule 12(9) Directors' Report disclosureGeneric single paragraphAll 11 disclosures drafted to audit standard
MGT-7 ESOP movement tableOften misaligned with SH-6 and Schedule IIIReconciled across registers and financials
Cross-border filings (FC-GPR)Outsourced to law firm at high costBundled in retainer
ESOP Trust filingsSpecialised; rare in-house capabilityIncluded as add-on
Total cost (Series A scale)Rs 6 to 8 lakh fully loaded annual salary plus toolsQuoted on scoping call

Legal and Compliance Framework

Every ESOP filing we run for a Pune company traces back to the same central statutes - the same ones the Registrar of Companies, Pune applies to a Hinjewadi SaaS firm and a Chakan manufacturer alike. 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 Pune companies file ESOP forms - RoC Pune?

Yes. Companies with a registered office in Pune file MGT-14, PAS-3, MGT-7 and the SH-6 register with the Registrar of Companies, Pune, on the national MCA21 portal. RoC Pune covers Pune, Pimpri-Chinchwad and the surrounding district, including Hinjewadi, Magarpatta, Kharadi and Baner. The forms and 30-day windows are identical across India - jurisdiction only determines which RoC office processes the filing.

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.

When should a Pune SaaS startup clean up ESOP filings before Series A?

Start at least 60 to 90 days before opening the data room. Pune SaaS founders most often need three fixes - authenticating the SH-6 Register of Employee Stock Options under Rule 12(10), back-filling missing Rule 12(9) Directors' Report disclosures, and confirming every past pool top-up had an MGT-14 filed within 30 days. Investor diligence run by Mumbai or Bengaluru funds routinely reopens these, so a CS-led pre-diligence review avoids a last-minute scramble.

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 done?

ESOP filings follow a clear step-by-step sequence. First, the scheme is approved through an EGM and a Special Resolution, followed by MGT-14 within 30 days. Each grant requires a Board Resolution and a corresponding SH-6 entry. Each exercise requires an Allotment Resolution and PAS-3 within 30 days. At the year-end, the ESOP details are disclosed in MGT-7 and the Rule 12(9) disclosure is included in the Directors' Report. If an ESOP Trust is in place, ITR-7 is filed separately. Patron handles all of this under a single annual retainer. Call +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.

Book a Free Consultation - No Obligation.

Related Services

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

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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.

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