ESOP Policy and Compensation Committee Governance in Gurugram

Gurugram is the home turf of India's enterprise-SaaS and unicorn wave, from Zomato and Delhivery to Policybazaar, and ESOPs are central to how its companies compete for talent. Cyber City and Udyog Vihar SaaS-ITES firms, Golf Course Road startups and the Sohna Road tech corridor all run sizeable option pools, often refreshed at every round. The problem investors find is that the grants behind those pools were approved informally, with no committee, no charter and no written policy backing them.

That gap surfaces fast in Gurugram because rounds come quickly. A Series A to Series B company here can face two or three diligence exercises in eighteen months, and each one expects a constituted Nomination and Remuneration Committee owning the ESOP and remuneration policy. Patron Accounting constitutes the committee, drafts the charter and the board-approved ESOP and remuneration policy, and maps decision rights across the board, the committee and management, so equity decisions carry a clean, auditable trail.

Setting this up between rounds, rather than during one, keeps the framework from becoming a closing-condition bottleneck on your next cheque.

Although Gurugram sits in Haryana, its companies file with the Registrar of Companies, Delhi, whose jurisdiction covers both the NCT of Delhi and the State of Haryana. So a Cyber City startup's committee resolutions, remuneration policy and MGT-7 board-committee particulars are filed through RoC Delhi, the same registrar as its Delhi neighbours. We draft the governance framework with that NCR filing reality built in.

The Gurugram clusters are heavily equity-driven. Cyber City and Udyog Vihar are full of SaaS and ITES companies with large, frequently refreshed ESOP pools. Golf Course Road carries a dense venture-backed startup cluster, and the Sohna Road tech corridor hosts the newer, fast-scaling cohort. Because these companies raise often, the constituted Nomination and Remuneration Committee and a board-approved ESOP policy are recurring diligence asks, not one-time formalities.

A typical Gurugram scenario: a Cyber City SaaS firm closing Series B finds its earlier option grants were never ratified by a committee, threatening to delay the close. We retro-constitute the Nomination and Remuneration Committee, draft the charter and ESOP policy, and route a confirmatory recommendation through it so prior grants sit on a clean board record, then keep every future grant flowing through the committee ahead of the next round.

In Gurugram's unicorn-dense ecosystem, the companies that come to us split into two groups: the ones a statute already binds, and the larger group of enterprise-SaaS and ITES scale-ups that have simply outgrown founder-signed grants and want the board to own them.

• Cyber City enterprise-SaaS and ITES scale-ups whose option pool has grown large enough that grants need a board committee, not a founder, to sign off.
• Golf Course Road and Sohna Road startups heading into a growth round where the term sheet expects a constituted NRC.
• 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.

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.

Before we constitute the committee for a Cyber City enterprise-SaaS company or a Golf Course Road startup, we ask for a focused set of inputs. Most Gurugram founders already hold these from their last funding round, so the engagement moves quickly:

• The cap table and grant register, so decision rights can be mapped against live ESOP pools.
• Your existing ESOP scheme and any draft remuneration policy circulated to the board.
• Current board composition, with director independence and non-executive status for each seat.
• Articles of Association and the board resolutions covering past equity grants.
• Any earlier committee charter or governance note inherited from a prior round.
• Investor side-letter terms or, for listed-track companies, the SEBI LODR Regulation 19 expectations to build into the charter.

Fast-scaling Gurugram companies hit governance gaps in a predictable order, usually as a Cyber City SaaS firm moves from seed to a priced Series A and ESOP grants pile up between rounds. Here is what we see most often across the Golf Course Road and Udyog Vihar ecosystem, and how we close each gap:

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.

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

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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.

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.

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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