ESOP Policy and Compensation Committee Governance in Delhi

Delhi's business base is broad: legacy promoter-led groups, family businesses converting to professional boards, and a younger services and IT cohort across Nehru Place and the wider NCR. Many of these companies have issued ESOPs or are about to, yet still run equity decisions through the founders and a single power-of-attorney, which is precisely the structure an institutional investor or the MCA flags during scrutiny.

Being in the capital, Delhi boards also operate close to the Ministry of Corporate Affairs, so the discipline of constituting committees correctly under Section 178 and disclosing the remuneration policy carries real weight here. Patron Accounting constitutes your Nomination and Remuneration Committee, drafts the charter and the board-approved ESOP and remuneration policy, and maps decision rights across the board, the committee and management, so each grant and amendment is owned by the right body.

For promoter and family-run Delhi companies in particular, this engagement is often the first formal separation of ownership decisions from management decisions on equity.

Delhi companies file with the Registrar of Companies, Delhi, which sits under the same jurisdiction as the Ministry of Corporate Affairs headquartered in the capital. Committee resolutions, the remuneration policy and the annual board-committee particulars in MGT-7 are filed through RoC Delhi, and being close to the policymaker, Delhi boards tend to be held to a visibly strict reading of Section 178 compliance.

The clusters here are distinct from the pure-startup hubs. Nehru Place is a long-standing IT and trading centre, Connaught Place houses finance and professional-services firms, and the Saket-Aerocity corporate belt carries larger corporate and MNC offices. A recurring theme across them is the family or promoter-led company that has grown enough to issue ESOPs to senior professionals but has never separated equity decisions from day-to-day management, the exact governance gap this service closes.

A typical Delhi scenario: a Connaught Place family business brings in a professional CEO and wants to grant them options, but the board has no committee and no written ESOP policy. We constitute the Nomination and Remuneration Committee, add an independent voice to it, draft the charter and ESOP policy, and map who recommends, approves and executes each grant, so the family's equity decisions become defensible board acts rather than informal understandings.

From Nehru Place trading firms to Aerocity-corridor product companies, Delhi businesses reach this governance layer either because the law requires an NRC, or because an NRI-heavy investor base expects equity decisions to live with the board rather than the promoter.

• Listed public companies, which must constitute an NRC under Section 178 and SEBI LODR.
• Public companies that have crossed the paid-up capital, turnover or borrowings thresholds.
• Connaught Place and Saket product and consumer-tech companies professionalising the board ahead of a raise.
• Companies with NRI or overseas investors who expect documented board governance before committing.

Statutory anchor: under Section 178, every listed public company and prescribed public companies, those with paid-up capital of Rs 10 crore or more, turnover of Rs 100 crore or more, or aggregate loans, debentures and deposits exceeding Rs 50 crore, must constitute an NRC of three or more non-executive directors, at least half of them independent.

For a Connaught Place finance firm formalising its board or a Nehru Place IT group onboarding a professional CEO, the engagement runs end to end. Each service below maps to a piece of the governance trail an NRI fund or RoC Delhi filing will look for.

Before we constitute the committee for a Delhi company, we pull together the board and equity records that anchor the charter. For a Nehru Place trading firm preparing to onboard a professional CEO, or a Saket consumer-tech venture courting NRI angels, this is the paperwork we ask for first:

• The latest cap table and grant ledger so decision rights can be mapped to actual ESOP holders.
• Your existing ESOP scheme and any draft remuneration policy already circulated to the board.
• Current board roster with each director's independence status and DIN.
• Articles of Association and the board resolutions that touch equity or pay.
• Any earlier committee charter or governance note, including informal promoter practices in use.
• NRI investor term sheets or SEBI LODR Regulation 19 expectations where a listing is on the horizon.

Promoter-led Delhi businesses, from Connaught Place finance houses to Nehru Place product firms, tend to run their equity calls informally until an NRI round or an MCA-scrutinised filing forces structure. These are the recurring snags we untangle, and how:

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.

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Patron Accounting LLP is a CA and CS firm with 15+ years advising boards on committee constitution, charters and corporate governance.

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

A Saket-belt product company eyeing a future listing, or a CP financial firm already on the exchange, needs to know which standard binds it. The two regimes diverge on composition and chairing, and we draft the charter to the stricter test that applies:

Delhi boards sit a short distance from the policymaker itself, and the particulars they file land at RoC Delhi under the Ministry of Corporate Affairs in the capital. That proximity makes the same statutory tests below worth getting right the first time, whether the company is a Nehru Place trading house or a Saket consumer-tech brand.

Governing provision: Section 178 of the Companies Act 2013 requires every listed public company and prescribed public companies to constitute a Nomination and Remuneration Committee of three or more non-executive directors, at least one-half independent.

Applicability: the prescribed thresholds are paid-up capital of Rs 10 crore or more, turnover of Rs 100 crore or more, or aggregate loans, debentures and deposits exceeding Rs 50 crore. Private companies are not mandated, and Section 8 and specified IFSC public companies are exempt.

Listed entities: SEBI LODR Regulation 19 requires all directors of the committee to be non-executive, at least half independent, and the committee to be chaired by an independent director.

Penalty: under Section 178(8), contravention makes the company liable to a penalty of Rs 5 lakh and every officer in default to Rs 1 lakh, a particular concern when filings are read by RoC Delhi.

Authoritative sources: the Ministry of Corporate Affairs (Section 178, committees), the Companies Act and Rules, SEBI (LODR Regulation 19), and the ICSI (secretarial standards, governance).

Governance gaps surface fastest in due diligence, when an investor asks who approved a grant and there is no committee or policy to point to. Constitute the committee and write the policy before the round, not during it, so equity decisions already carry a clean board trail.

ESOP governance is what turns equity from an informal founder decision into a board-owned, defensible process.

Patron Accounting LLP, a CA and CS firm with 15+ years of governance experience, constitutes your Section 178 committee, drafts the charter and ESOP policy, and maps decision rights, so your equity decisions are made and recorded the way investors and regulators expect.

Start with the national ESOP Policy and Compensation Committee Governance service, then explore complementary ESOP services across India.

• ESOP Policy and Compensation Committee Governance in India - the national parent service
• ESOP Services Hub - the full ESOP advisory hub - route by stage, scenario or tax
• ESOP Scheme Design - design the option pool, vesting schedule and leaver terms
• ESOP Valuation Services - Rule 11UA fair-market-value reports for grants and exercises
• ESOP Corporate Filings - MGT-14, PAS-3 and Form SH-6 register filings
• ESOP Perquisite Tax (Sec 17(2)(vi)) - perquisite tax and TDS computation at exercise

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