ESOP Policy Drafting and Scheme Document in Delhi

Delhi companies sit closest to the rule-maker: the Ministry of Corporate Affairs headquarters is in the capital, and the Registrar of Companies, Delhi handles filings for the NCT and, jointly, for Haryana. From the Nehru Place IT market to the Connaught Place finance district and the Saket-Aerocity corporate belt, founders here want a scheme that is unambiguous on the Companies Act detail. You have decided your option pool, vesting and pricing; what you need now is a proper, compliant scheme document that will stand up at the board, the general meeting and in diligence. Patron Accounting drafts your ESOP scheme and policy document as a standalone engagement: a CA and CS-attested document built on Section 62 and Rule 12, ready to approve and file with RoC Delhi.

This is a focused, document-first engagement. Many Delhi-registered companies work out the commercial design themselves, the pool size, vesting, who gets how much, but then need a properly drafted, legally compliant scheme document to actually adopt it. That is exactly what we deliver here, without the full design retainer, though we can expand into that if you want it. A Nehru Place software firm or a Saket services company adopting a standard four-year, one-year-cliff schedule receives the scheme, policy, both resolutions and the SH-6 format ready for the next board meeting.

For a Nehru Place IT firm or a Saket consumer-tech venture going to its board, the scheme document only stands up if it carries every disclosure Rule 12 demands. Because RoC Delhi sits next door to the MCA head office and scrutinises NCT filings closely, we draft each of the following into the document and into the general-meeting notice from the outset:

• The option pool: the total number of options, or the pool, authorised under the scheme.
• Who is eligible: the classes of employees and directors who may be granted options, which a trading firm with a lean Connaught Place core team often defines narrowly.
• Vesting: the vesting requirements, the vesting period and the maximum vesting period.
• The exercise price: the price itself, or the formula by which it is arrived at.
• The exercise window: the period within which options may be exercised, and the process to do so.
• Lapse and leaver treatment: when options lapse and how a departing employee is handled.
• The caps: the maximum options per employee and in aggregate.
• Valuation and accounting: the valuation method and the statement on compliance with the applicable accounting standards.

The non-negotiables: the document must build in the statutory one-year minimum between grant and vesting, record how the board fixes the exercise price, and make clear that an option holder acquires no shareholder rights until exercise. For a consumer-tech venture with NRI angels on the cap table, getting these terms unambiguous up front avoids questions later in a funding round.

A Delhi engagement hands over a single, internally consistent pack, so a founder in the Nehru Place IT market or the Saket-Aerocity corporate belt can take the scheme to the board and on to RoC Delhi without stitching documents together. The pack comprises:

For a Delhi company, the scheme earns its keep only when it clears the board and the general meeting and then files cleanly with RoC Delhi, the Registrar covering the National Capital Territory. We draft it so each stage of that approval chain falls into place:

• The notice disclosures: we annex the explanatory statement carrying the full set of Rule 12 disclosures to the general-meeting notice, since this is where a hurried filing most often slips.
• Board and shareholder approval: the board signs off the draft first, then shareholders adopt it by special resolution; for a Nehru Place private limited an ordinary resolution may suffice under the MCA exemption notification.
• The Articles check: the AoA must authorise ESOP issuance - if it is silent, an EGM is needed to amend it, which we flag early and can fold into the same meeting that adopts the scheme.
• The RoC Delhi filings: Form MGT-14 goes to RoC Delhi within 30 days of the resolution, with PAS-3 following on allotment once employees exercise.

The pitfalls Delhi founders hit are rarely exotic - a downloaded template, an Articles clause nobody checked, or vesting language that reads fine until someone leaves. With RoC Delhi watching NCT filings closely and NRI investors scrutinising the cap table, each of these is worth heading off early:

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 Scheme Document Drafting consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

10,000+ Businesses | 4.9 Google Rating | 50,000+ Documents Processed | 15+ Years

Patron Accounting LLP is a CA and CS firm with 15+ years drafting ESOP schemes and policy documents for startups and established companies.

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

Delhi founders often ask for the scheme and the policy as if they were the same file; they are not, and confusing them is where trouble starts. The scheme is the legal instrument RoC Delhi and an NRI investor's lawyer will scrutinise; the policy is the readable version a Nehru Place engineer or a Connaught Place sales hire actually opens to understand their grant. We draft both, in step with each other, so the version that satisfies the Companies Act and the version that motivates your people never tell two different stories.

The same central law applies to a company in Nehru Place as to one anywhere else in India; what changes in the capital is proximity, with the MCA headquartered here and RoC Delhi administering the National Capital Territory. Here is the framework we draft your scheme to.

Authority: Section 62(1)(b) of the Companies Act, 2013 authorises a company to issue shares to employees under an ESOP scheme approved by a special resolution in a general meeting.

Rule 12: Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 prescribes who is eligible, the disclosures the scheme and notice must carry, the minimum one-year vesting, and the SH-6 register requirement.

Filings: MGT-14 must be filed within 30 days of the special resolution, and PAS-3 on allotment of shares after exercise.

Listed companies: a listed company's scheme must additionally comply with the SEBI Share Based Employee Benefits and Sweat Equity Regulations, 2021, with their own disclosure and approval requirements.

Authoritative sources: the Ministry of Corporate Affairs (Section 62, Rule 12, MGT-14, PAS-3), the Companies Act and Share Capital Rules bare text, SEBI (SBEB and Sweat Equity Regulations), and Startup India / DPIIT (startup ESOP relaxations).

The scheme document governs every grant you make, so a flaw in it is a flaw in all of them, and it surfaces at the worst time, in a funding round or an acquisition where investors read the scheme closely. Drafting it properly before you grant, rather than fixing it under deal pressure later, is far cheaper and cleaner. Get the document right at the start, and your ESOP rests on a sound legal foundation for its whole life.

The ESOP scheme document is the legal backbone of your option plan, and a compliant, well-drafted one is what makes every grant valid and every exit clean.

Patron Accounting LLP, a CA and CS firm with 15+ years of ESOP drafting experience, prepares your scheme and policy document as a focused standalone deliverable, with all the Rule 12 disclosures, the resolutions and templates, attested and approval-ready, and stands ready to take on full administration when you need it.

Start with the national ESOP Policy Drafting and Scheme Document service, then explore complementary ESOP services across India.

• ESOP Policy Drafting and Scheme Document 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

Available across our four office cities. You are viewing the Delhi page.