ESOP Policy Drafting and Scheme Document in Pune

In Pune the option grant has quietly become standard hiring currency. A product engineer weighing an offer from a Rajiv Gandhi Infotech Park SaaS firm in Hinjewadi against a Bengaluru counter-offer often decides on the strength of the ESOP, and the company can only stand behind that grant if the scheme behind it is real, compliant and board-approved. If your pool, vesting and exercise price are already settled, the missing piece is the document itself, and that document is what this engagement produces, attested by a CA and CS team and built to go straight onto the RoC Pune register.

Think of it as a document-only mandate rather than a design consultancy. A Series-A-ready SaaS company in Kharadi's EON IT Park, a bootstrapped analytics startup off Baner Road, and a Chakan auto-component manufacturer issuing options to its plant leadership all arrive here with the commercial call already made; what they each lack is a Section 62 and Rule 12 instrument that survives a board meeting, a special resolution and, later, an investor's data room. We draft that instrument, the matching policy, both resolutions, the grant letter and the SH-6 format, and hand it back ahead of your next board date, leaving the full design retainer available only if you decide you want it.

Take a worked example. A Magarpatta-based SaaS firm widening its pool before a Series A and a Chakan MIDC manufacturer carving out options for two plant heads look nothing alike commercially, yet Rule 12 hands both the same checklist. Whatever the design, the scheme and the general-meeting notice must spell out each of the following, and our draft pins down every one:

• The pool: the total number of options the scheme authorises, matched to the dilution your board has already approved.
• Who is eligible: the classes of employees and directors who can be granted options, drawn wide for a Hinjewadi engineering team or kept tight for a handful of senior staff at a MIDC plant.
• Vesting: the vesting conditions, the vesting period and the longest period the scheme permits before options must have vested.
• The exercise price: stated directly, or set by the formula the scheme writes down.
• Exercising: the window in which a vested option can be exercised and the mechanics of doing so.
• What ends an option: the lapse triggers and the leaver treatment for someone exiting the company.
• The ceilings: the cap on any single grantee and the cap across the entire pool.
• Valuation and books: the valuation approach and the express commitment to the applicable accounting standards.

Three clauses are not optional for a Viman Nagar startup or a scaled Chakan manufacturer alike: the one-year minimum between grant and vesting, a stated method for how the board fixes the exercise price, and a clear line that option-holders are not shareholders and acquire no such rights until they exercise.

What lands in your inbox is one coherent, board-ready pack, not a folder of generic templates to stitch together yourself. We draft it to the route your company actually runs: the direct route most Hinjewadi and Viman Nagar SaaS teams default to, or the trust route a Chakan manufacturer sometimes prefers to warehouse options before granting them. The six deliverables are:

A scheme document earns its keep at exactly two moments: the board meeting that proposes it and the general meeting that adopts it. Miss the sequencing at either and a Hinjewadi founder loses a fortnight waiting for the next available meeting. We assemble the Pune pack as a single approval path, so the pieces fall into place in the right order:

• Read the Articles first: the AoA has to authorise ESOP issuance, and a surprising number of Pune startups incorporated in a hurry are silent on it; we catch that up front and draft the AoA amendment to ride the same EGM, sparing a Balewadi team a second meeting.
• Board, then shareholders: the board signs off the draft, then shareholders adopt it, by special resolution as a rule, though many Pune private companies can carry it on an ordinary resolution under the MCA exemption notification.
• The notice does the heavy lifting: we draft the general-meeting notice with the explanatory statement and the full Rule 12 disclosures annexed, because that is what the resolution actually rests on.
• Then RoC Pune: MGT-14 within 30 days of the special resolution, and PAS-3 on allotment, filed once a Kharadi or Magarpatta employee actually exercises and shares are issued.

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.

Pune HR teams often ask why they are handed two documents when they expected one. The short answer: a Hinjewadi engineer never reads the scheme, and an investor in diligence never reads the policy, so you need both, written so they agree with each other line for line.

There is no Maharashtra-specific ESOP law and no Pune ESOP law; the rules that govern a Hinjewadi SaaS scheme are the same central statutes that govern a company anywhere in India. What is local is only the counter your forms reach, RoC Pune on the MCA21 portal, which processes the MGT-14 and PAS-3 the framework below already demands.

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

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