ESOP Policy Drafting and Scheme Document in Gurugram

Gurugram is where India's enterprise-SaaS and unicorn story is written: Zomato, Delhivery and Policybazaar all scaled from here, and the towers of DLF Cyber City, the ITES blocks of Udyog Vihar and the venture offices along Golf Course Road and Sohna Road run some of the most option-heavy cap tables in the country. When a Gurugram company is ready to adopt an ESOP, the bottleneck is rarely the commercial design, which the founders and HR have usually locked, but the scheme document that has to carry that design through the board, the general meeting and a hard-nosed investor data room. That is the single thing this engagement produces.

One jurisdictional point matters before anything else: Gurugram sits in Haryana, but a company incorporated here does not have a separate registry, it files with the Registrar of Companies, Delhi, which holds Haryana jurisdiction. So every resolution and form your scheme triggers lands at RoC Delhi. We draft the scheme and policy as a standalone, CA and CS-attested deliverable under Section 62 and Rule 12, written for that filing path, so a Cyber City SaaS firm or a Golf Course Road growth-stage company can move from board sign-off to RoC Delhi without redrafting.

Because this is document-first rather than a full design retainer, it suits teams that already know their pool size, their vesting schedule and who is getting how much. Where a B2B SaaS company runs ARR-milestone or quota-acceleration vesting on top of a time schedule, we draft those triggers, the leaver treatment and the acceleration-on-exit clauses so they read cleanly to the next-round investor, and we can step up to the full management retainer later if you want the grants and registers run for you.

Take a real-world shape: a 200-person enterprise-SaaS firm in Udyog Vihar with a 10 percent option pool, four-year vesting and a one-year cliff, granting across product, engineering and a quota-carrying sales org. Rule 12 dictates exactly what its scheme and its general-meeting notice have to spell out, and we map the drafting onto that list item by item:

• Eligible employees: which classes of employees and directors can be granted options, typically the full product, engineering and go-to-market headcount in a scaling SaaS team.
• Vesting mechanics: the vesting conditions, the vesting period and the maximum vesting period, including any ARR or quota acceleration layered on the time schedule.
• Lapse and leaver treatment: when options lapse and how good and bad leavers are handled, the clause that does the heavy lifting in Gurugram's high-rotation talent market.
• Exercise window and process: when an employee can exercise and the exact steps to do it.
• Exercise price: the price itself or the formula the board uses to set it.
• Pool and per-head caps: the total options authorised and the ceiling any single employee can hold.
• Valuation and accounting: the valuation method and the statement that the company will follow the applicable accounting standards.

The clauses no design can override: regardless of how aggressive the schedule is, the scheme must hold the minimum one-year gap between grant and vesting, fix how the board determines the exercise price, and state plainly that an optionholder has no shareholder rights until the options are exercised.

The engagement closes out as a single board-ready pack, not a lone document, so a DLF Cyber City founder can walk into the next board meeting with everything the adoption needs in one place:

Drafting is only half the job; the scheme has to survive the adoption sequence and reach RoC Delhi without a hitch. We write it to drop into that sequence in order, and we sanity-check the steps that most often derail a Gurugram adoption:

• Check the Articles before the meeting: the AoA has to authorise an ESOP issuance, and if it is silent the company needs an EGM to amend it, so we surface this at the start and fold the amendment into the same meeting that adopts the scheme rather than forcing a second sitting.
• Board approval, then shareholder approval: the board signs off the draft first, then shareholders carry it by special resolution, though a private Gurugram startup may pass it by ordinary resolution under the MCA exemption.
• Inform the resolution: the Rule 12 disclosures are annexed to the general-meeting notice as an explanatory statement, so the vote is on a fully disclosed scheme.
• File at RoC Delhi on the clock: MGT-14 must reach RoC Delhi within 30 days of the special resolution, with PAS-3 following on allotment once employees exercise.

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.

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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.

Gurugram founders often ask why we deliver two documents instead of one. The short answer: the scheme is what the law and the investor read, the policy is what the engineering and sales teams in your Cyber City office actually read. Both come out of this engagement, written to stay in step with each other.

The same statute applies whether a company sits in DLF Cyber City or anywhere else in India; what is local for Gurugram is only the registry, RoC Delhi, where the resulting forms are filed. The authorities your scheme rests on are these:

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 Gurugram page.