ESOP SH-6 Register Administration in Delhi

Delhi sits next to the rule-maker. The Ministry of Corporate Affairs has its headquarters at Shastri Bhawan, RoC Delhi operates from the IFCI Tower in Nehru Place, and the city's option pools span Nehru Place IT firms, Connaught Place finance houses and the Saket-Aerocity corporate belt. Patron Accounting maintains your Form SH-6 Register of Employee Stock Options in real time, recording each grant, vesting, exercise and forfeiture so a Delhi company's option history and its cap table never drift apart.

The SH-6 register is often the first document a Delhi investor's counsel asks for in due diligence, and the capital's older promoter-led and family-run companies feel this most when they professionalise for a funding round. It is the single source of truth for who holds what options and on what terms. A gap or a stale entry signals weak governance and can stall a Delhi funding round. We maintain the register as a managed, recurring service under the RoC Delhi jurisdiction so it is always current and inspection-ready.

Every company that has issued employee stock options must maintain the SH-6 register, from the first grant onward. In Delhi this typically covers:

• Nehru Place and Okhla IT and product companies that have approved an ESOP pool.
• Connaught Place finance, consulting and services firms granting options to senior hires.
• Saket-Aerocity corporate-belt startups and family-run groups professionalising their equity.
• Listed Delhi companies, which also follow SEBI's SBEB and Sweat Equity Regulations 2021.

Statutory anchor: under Rule 12(10), a company that issues options under Section 62(1)(b) must maintain the Register of Employee Stock Options in Form SH-6 at its registered office, failing which Section 450 penalties apply to the company and every officer in default.

Delhi-NCR option pools rarely sit still. A Nehru Place trading firm hiring across product and ops, or a Saket consumer-tech venture courting NRI angels, can run several grant cycles in a single year, and every cycle has to land in the Form SH-6 register the same week it happens. We run that register end to end for companies registered with RoC Delhi at the IFCI Tower, so the document an investor's NCR counsel asks for is always the current one.

To set up or bring your register current, we work from the records a Delhi company already holds at its registered office. Send across whatever you have and we reconstruct the rest:

• The ESOP scheme document and the Section 62(1)(b) special resolution approving it.
• Grant letters carrying grantee, options, vesting schedule and exercise terms.
• Board and shareholder resolutions behind each grant.
• The MGT-14 filed for the special resolution and the PAS-3 references on allotment to RoC Delhi.
• Exercise records and allotment details as options convert to shares.
• Forfeiture or lapse records when a grantee leaves, plus the cap table for reconciliation.

The register problems we see most often in Delhi-NCR cluster around speed and paperwork: trading and consumer-tech ventures granting in bursts, NRI-led diligence demanding exact dilution, and founders who assume the register has to be lodged with RoC Delhi. Here is how each plays out and how we close it.

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 SH-6 Register Administration 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 maintaining statutory registers and secretarial records for Indian companies.

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

Many Delhi promoter-led and family-run companies start by keeping the register in-house, then discover at the worst moment, mid-diligence, that it has drifted. With NRI investors and their NCR counsel scrutinising dilution to the share and RoC Delhi actively adjudicating register defaults, the gap between a year-end spreadsheet and a managed, authenticated register is exactly where Series A rounds slow down. The contrast below is what a Nehru Place or Saket founder is really choosing between.

For a company registered with RoC Delhi, the law is administered close to home: the Ministry of Corporate Affairs is headquartered at Shastri Bhawan in the capital and RoC Delhi operates from the IFCI Tower, Nehru Place. That proximity does not change the obligations below, but it does mean the same office that registered your company is the one that adjudicates a register default. The framework that governs your Delhi SH-6 register is set out here.

Governing provision: Section 62(1)(b) of the Companies Act 2013, read with Rule 12(10) of the Companies (Share Capital and Debentures) Rules 2014, requires the Register of Employee Stock Options in Form SH-6.

Custody: the register is kept at the registered office or a Board-approved place and authenticated by the Company Secretary or an authorised person; it is maintained and produced on inspection, not filed as an MCA e-form.

Listed companies: listed companies additionally comply with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

Penalty: failure to maintain the register attracts Section 450 of the Companies Act, a penalty of Rs 10,000 on the company and every officer in default, with a further Rs 1,000 per day of continuing default, subject to statutory caps.

Authoritative sources: the Ministry of Corporate Affairs (Companies Act, forms), the Companies Act and Rules, the ICSI (secretarial standards, registers), and SEBI (SBEB and Sweat Equity Regulations 2021).

SH-6 must be updated in real time, on each grant, vesting and exercise, not reconstructed at year-end. A funding round or audit can demand the register at short notice, and a gap then is costly. Keep it current from the first grant, and Section 450 exposure never arises.

The Form SH-6 register is small in size but large in consequence: it is mandatory under Rule 12(10), the first thing investors inspect, and a Section 450 liability if neglected.

Patron Accounting LLP, a CA and CS firm with 15+ years of secretarial experience, maintains your SH-6 register in real time and keeps it authenticated, reconciled and due-diligence-ready year round.

Start with the national ESOP SH-6 Register Administration service, then explore complementary ESOP services across India.

• ESOP SH-6 Register Administration 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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