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ESOP Policy Drafting and Scheme Document in Mumbai

Reviewed by CA and CS Team, Patron Accounting LLP ICAI & ICSI Registered| 15+ Years Experience| Last Updated: Verify Credentials →

For Mumbai companies: a complete, compliant ESOP scheme and policy document, RoC Mumbai ready.

Built on the law: Section 62(1)(b) and Rule 12, with all mandatory disclosures.

Approval-ready: drafted for your board and shareholder special resolution.

Fees: From INR 24,999 (Exl GST and Govt. Charges)

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What This Service Covers

📌 TL;DR - ESOP Scheme Document Drafting Services at a Glance

We draft your ESOP scheme and policy document as a standalone deliverable, a compliant document under Section 62 and Rule 12 with all mandatory disclosures, vesting and exercise terms, ready for board and shareholder approval. You bring the design; we draft the document.

Mumbai is where ESOP scrutiny is heaviest in India: the BKC and Lower Parel finance hubs put investors, lawyers and merchant bankers a short drive from your office, and SEBI's headquarters sits in the Bandra-Kurla Complex itself. A scheme that reads cleanly in Mumbai diligence is one that holds everywhere. 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 Mumbai.

This is a focused, document-first engagement. Many Mumbai companies, from Andheri and Powai SaaS teams to Goregaon-Vikhroli startups, 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. Because investors based in BKC read schemes closely, we draft the leaver, acceleration and exercise clauses to survive that level of review.

Why the Scheme Document Matters

In Mumbai, the scheme document sits closer to the regulators and the money than it does anywhere else in the country. SEBI runs out of BKC, the fund managers and PE counsel who price your options work out of the same square kilometre, and the financial-services and fintech firms that dominate this market are the ones most likely to list or get acquired. A scheme that reads loosely does not survive that environment for long.

The option-grantors here are not uniform. A Lower Parel fintech and a Powai deep-tech spinout out of IIT-Bombay grant on very different curves from a Goregaon media house or an Andheri B2B platform, and an entity heading toward a public listing carries the SEBI SBEB overlay that an early-stage private company does not. One Section 62 framework holds them all together, but the document has to be drafted to the route each one is actually on.

It is the first thing diligence opens: when a BKC fund or a strategic acquirer looks at a Mumbai company, the scheme is read before the financials, and a thin one slows the deal.

It carries the disclosure burden: the special resolution stands or falls on the Rule 12 disclosures the scheme and notice put before shareholders.

It governs the lifetime of an option: the grant a Powai founder signs and the exercise a leaver triggers years later both run off these clauses.

It keeps exits out of dispute: precise leaver, vesting and exercise mechanics are what stop a contested departure from escalating.

Key Terms for ESOP Scheme Document Drafting:

Scheme document: the binding instrument a BKC or Powai company's shareholders adopt to govern the ESOP.
SEBI SBEB Regulations: the additional layer a listed or listing-bound Mumbai company's scheme must satisfy.
Special resolution: the shareholder approval, generally 75 percent, that adopts the scheme.
SH-6 register: the statutory register recording every grant, vesting, exercise and lapse.

Drafted under Section 62 and Rule 12

What a Compliant Scheme Document Contains

In Mumbai's option-pay culture, where a BKC fintech competes with bulge-bracket banks for talent and a Powai deep-tech team uses equity to hold its engineers, the scheme is only as strong as the disclosures Rule 12 forces into it. The same Rule 12 checklist must appear in both the scheme and the general-meeting notice, and once a listing comes into view the SEBI SBEB layer is added on top. Reading our drafted document from the top, you will find:

Eligible employees: the classes of employees and directors who can be granted options, drawn so an Andheri SaaS firm can include its product and growth benches without ambiguity.
Total options: the authorised pool, sized to the dilution your Mumbai board and existing investors are willing to absorb.
Vesting: the vesting conditions, the vesting period and its outer limit.
Lapse and forfeiture: when options lapse and exactly how a leaver, good or bad, is treated.
Exercise price: the price itself, or the formula the scheme uses to arrive at it.
Exercise period: the window to exercise and the mechanics of doing so.
Per-employee and aggregate limits: the cap on any one grantee and the ceiling across the whole pool.
Valuation and accounting: the valuation method and the statement that the company will follow the applicable accounting standards.

The non-negotiables: the minimum one-year gap between grant and vesting is hard-coded, the document records how the board fixes the exercise price, and it makes clear an optionholder has no shareholder rights until exercise. Where the scheme is being written for a listed Mumbai entity, the SEBI SBEB conditions are woven in beside these.

What We Deliver

The deliverable is a single approval-ready pack, built around the route your company is taking. Most private firms across BKC, Lower Parel and the Andheri-Powai belt run the direct route; some warehouse options through a trust; and where a public listing is on the roadmap the SEBI SBEB overlay comes in. Whichever applies, the pack includes:

Service	What We Do
ESOP scheme document	The full governing scheme, drafted to satisfy Section 62 and Rule 12, with the SEBI SBEB overlay added when you are listed or listing-bound.
Special resolution and notice	The special resolution, the explanatory statement and the Rule 12 disclosures annexed to the meeting notice.
Board resolution	The board resolution that places the scheme before shareholders for approval.
ESOP policy	A plain-language policy your HR team can put in front of a Powai engineering bench or an Andheri sales floor without a lawyer present.
Grant letter template	A reusable option grant letter your team reissues on each new grant.
SH-6 register format	The statutory register format for grants and exercise, configured for the direct or trust route you are running.

Our Process

How the Engagement Runs

From the first call with a Mumbai founder to the moment the attested pack reaches your inbox, the work moves through five tightly run steps, most of it over call and email so a BKC or Powai team is never tied to office visits.

Step 1

Share the design

You share the design you already have, the pool, vesting, pricing and eligibility, along with where you stand: an early Andheri SaaS startup, or a BKC fintech with a listing on the horizon.

Pool + vesting Stage + structure

Design Received 01

Step 2

Map compliance

We run the design against Section 62, Rule 12 and, because listing ambitions are so common among Mumbai finance and fintech firms, the SEBI SBEB Regulations, then flag whatever has to be fixed before a word is drafted.

Section 62 + Rule 12 SEBI if listed

Compliance Mapped 02

Step 3

Draft the document

We draft the scheme, policy, resolutions, grant letter and register format, carrying every mandatory disclosure and keeping the vesting and leaver clauses watertight against later disputes.

All disclosures Clean clauses

Drafted 03

Step 4

Review and attest

Our CA and CS team reviews and attests the pack so it stands up to the people who will read it hardest, your board, your shareholders and the counsel of a BKC fund running diligence.

CA and CS review Attested

Attested 04

Step 5

Hand over

You walk away with the approval-ready pack; and if running the SH-6 register and grant tracking in-house is not how your lean Mumbai team wants to spend its time, we can roll into a full scheme management retainer.

Approval-ready Upsell path

Handed Over 05

Drafted for Approval

A scheme document only pays for itself when it sails through the board and the general meeting without a hitch. We draft the Mumbai pack to slot into your approval calendar, and to satisfy RoC Mumbai, the jurisdiction every company registered in the metropolitan region files under. The sequence we draft to:

Start with the Articles: the AoA must authorise ESOP issuance; if they are silent, an EGM is required to amend them, something we surface at the outset and fold into the same scheme-approval meeting so a Powai startup is not held up by two separate sittings.
The notice and its disclosures: we draft the explanatory statement with the Rule 12 disclosures annexed to the general-meeting notice, and add the SEBI SBEB disclosures where the scheme is for a listed entity.
Board first, then shareholders: the board approves the draft and shareholders adopt it by special resolution, though a private company may instead rely on an ordinary resolution under the MCA exemption notification.
Filing with RoC Mumbai: MGT-14 within 30 days of the resolution, and PAS-3 on allotment once employees exercise.

Common Challenges and How We Solve Them

Challenge	Impact	How Patron Accounting Solves It
A downloaded template scheme that drops Rule 12 disclosures	Special resolution is invalid or shaky	Draft a fully compliant document carrying every mandatory clause.
Scheme fails a BKC fund's diligence	The funding round stalls	Hand over a CA and CS-attested scheme that investors and their counsel trust.
Loose vesting and leaver clauses	Fights when an employee exits	Draft clear, defensible terms that hold firm at exit.
Articles do not authorise ESOPs	Scheme cannot be adopted at all	Catch it early and prepare the AoA amendment for the same meeting.

Scheme Document Drafting Fees

Fee Component	Amount
Patron Accounting Professional Fees	From INR 24,999 (Exl GST and Govt. Charges)
Scope of the starting fee	Scheme, policy, board and special resolutions, grant-letter template and SH-6 format for a standard design
Trust-route, listed-company SEBI drafting, full design from scratch, ongoing administration	Scoped separately
Basis of quote	The company's stage and the complexity of the design

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.

Time Taken

Stage	Estimated Timeline
Standard scheme and policy document, with resolutions and templates	1 to 2 weeks once design is shared
Trust-route or listed-company scheme, or one needing an AoA amendment	A little longer

We work to your board and general-meeting calendar, so the document is attested and ready ahead of the meeting at which you adopt it.

Key Benefits

Why Have It Drafted Professionally

A resolution that stands

Every Rule 12 disclosure is in the document, so the special resolution your Mumbai shareholders pass is watertight.

Survives diligence

CA and CS attestation that carries weight in approvals and when a BKC investor's team puts the scheme under the microscope.

Heads off disputes

Clear vesting, exercise and leaver terms that keep a Powai engineer's exit from turning into a dispute.

Room to grow

A clean entry point that can expand into full scheme administration as your Mumbai headcount and grants scale.

Trusted by Companies Building Their ESOPs

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.

Scheme Document vs Policy

Aspect	The difference
The scheme document	The formal, legally binding instrument approved by shareholders that governs the ESOP and every grant under it.
The policy	The plain-language explanation for employees and HR of how the ESOP works, derived from the scheme.
Why both	The scheme satisfies the law; the policy makes the ESOP understood and usable by the people it is meant to motivate.
We draft both	A compliant scheme and a clear policy that are consistent with each other.

Legal Framework

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).

What is an ESOP scheme document?

It is the formal, legally binding document that governs a company's employee stock option plan. Approved by the board and by shareholders through a special resolution under Section 62(1)(b) of the Companies Act, it sets out the option pool, who is eligible, the vesting and exercise terms, the exercise price, lapse and leaver provisions, and the valuation and accounting approach. Every option the company grants is governed by this scheme, which is why it must be drafted carefully and compliantly.

What must an ESOP scheme document contain?

Under Rule 12 of the Share Capital Rules, the scheme and the general-meeting notice must disclose the total number of options, the classes of eligible employees, the vesting requirements and period, the maximum vesting period, the exercise price or its formula, the exercise period and process, lapse conditions, the maximum options per employee and in aggregate, the valuation method, and a statement that the company will comply with the applicable accounting standards. It must also build in the minimum one-year vesting.

What is the difference between an ESOP scheme and a policy document?

The scheme document is the formal, legally binding instrument that shareholders approve by special resolution and that governs every grant made under it. The policy is its plain-language version, which explains to employees and HR how the ESOP works. The scheme satisfies the law, while the policy makes it easy to understand. We draft both documents and keep them consistent with each other.

Do we need a special resolution to adopt an ESOP scheme?

Yes. Section 62(1)(b) requires the ESOP scheme to be approved by shareholders through a special resolution in a general meeting, which generally means at least 75 percent of votes in favour. For a private company, an ordinary resolution may suffice under the MCA exemption notification. The board approves the draft first, and Form MGT-14 must be filed with the Registrar within 30 days of the resolution. We draft the scheme and the resolutions so this runs smoothly.

Where does a Mumbai company file its ESOP scheme?

A company registered in Mumbai falls under the Registrar of Companies, Mumbai, which covers the Mumbai metropolitan jurisdiction in Maharashtra. Once your shareholders pass the special resolution adopting the scheme, Form MGT-14 must be filed with RoC Mumbai within 30 days, and PAS-3 follows on allotment when employees exercise. We draft the scheme, the board and special resolutions and the explanatory statement so a team in BKC, Lower Parel, Andheri or Powai can file with RoC Mumbai cleanly.

We plan to list later or are SEBI-regulated. Does SEBI SBEB apply?

While you are an unlisted Mumbai company, your scheme is drafted under Section 62 and Rule 12 alone. The SEBI Share Based Employee Benefits and Sweat Equity Regulations, 2021, administered from SEBI's headquarters in BKC, apply only once you are listed, and they add disclosure, trust and administration requirements. If a listing is on your roadmap we draft the unlisted scheme so it can be migrated with minimal rework, and scope the SEBI-compliant version separately when you need it.

Do you support Andheri and Powai SaaS startups remotely?

Yes. Patron Accounting has a Mumbai presence alongside our Pune, Delhi and Gurugram offices, and most Mumbai drafting work runs over call and email, so a SaaS team in the Andheri-Powai belt or a Goregaon-Vikhroli startup is not tied to in-person meetings. The scheme, policy, resolutions and SH-6 format are drafted, CA and CS attested and delivered digitally, ready for your board meeting and the RoC Mumbai filing.

Is the document different for a listed company?

Yes. An unlisted company's scheme is drafted under Section 62 and Rule 12. A listed company must additionally comply with the SEBI Share Based Employee Benefits and Sweat Equity Regulations, 2021, which add their own disclosure, approval and administration requirements, so the scheme is more detailed. We draft to the right framework for your status, and the listed-company drafting is scoped separately given the additional work.

Quick Answers

What do we deliver? A compliant ESOP scheme document and policy ready for board and shareholder adoption.
What is the legal basis for the scheme? Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014.
What approvals are required to issue ESOPs? A Board resolution followed by a shareholder special resolution in general meeting.
What is the minimum vesting period? A minimum of one year must elapse between the grant of options and their vesting.
Which register records the ESOP grants? The Register of Employee Stock Options is maintained in Form SH-6.

Why Get It Right First Time

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.

Get Your ESOP Scheme Document Drafted

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.

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Related Services

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

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Content Created: 24 June 2026 | Last Updated: | Next Review: 24 September 2026 | Reviewed By: CA & CS Team, Patron Accounting LLP

This page is reviewed every six months for changes to Section 62 or Rule 12 disclosures, the special-resolution or MGT-14 requirements, SEBI SBEB Regulations for listed companies, SH-6 format, and accounting-standard requirements for ESOPs (Tier 2 freshness).