ESOP SH-6 Register Administration in Gurugram

Few cities concentrate stock-option wealth like Gurugram. The ESOP buybacks that made headlines at Zomato, Delhivery and Policybazaar all trace back to companies headquartered along this stretch of Haryana, and behind each of those payouts sits a statutory register that had to tie out option by option. Whether you run a hundreds-strong pool from a DLF Cyber City tower, refresh grants quarterly out of an Udyog Vihar SaaS-ITES floor, or are a Golf Course Road growth-stage firm professionalising equity before a Series C, the Form SH-6 Register of Employee Stock Options is the document that records who holds what. Patron Accounting maintains it for you in real time, grant by grant, so your option history and your cap table never separate.

Here, the register is rarely a quiet back-office file. It is usually the first thing a Gurugram investor's counsel pulls in a data room, and the pressure peaks at the liquidity and buyback stage that Golf Course Road and Sohna Road late-stage companies reach. A single stale entry reads as weak governance and can reprice or delay a round. Because every Gurugram company sits in Haryana and therefore files with RoC Delhi, we also keep the register reconciled to those RoC Delhi PAS-3 and MGT-14 filings, run as a recurring managed engagement rather than an annual scramble.

The obligation begins the moment the first option is granted, not when you eventually scale or list. In practice, the Gurugram companies that come to us span the whole maturity curve of the ecosystem:

• Listed and late-stage giants headquartered here, the Zomato, Delhivery and Policybazaar tier, where a public ESOP pool also draws SEBI's SBEB and Sweat Equity Regulations 2021 on top of SH-6.
• DLF Cyber City and Udyog Vihar enterprise-SaaS and ITES employers carrying multi-tranche pools and hundreds of optionees.
• Golf Course Road growth-stage firms tightening their equity records before a Series B or C raise.
• Sohna Road tech-corridor and early-stage startups granting their first options to founding employees and advisors.

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.

An option pool the size of a Gurugram unicorn's is not something you reconcile once a year and hope holds. A Delhivery-scale logistics-tech employer or a Policybazaar-style fintech can move thousands of options in a single quarter through new grants, vesting milestones and exits, and a register touched only at audit time will already be out of date by the time anyone reads it. So we run SH-6 as a live, managed engagement for Gurugram employers, updating it as events happen rather than reconstructing it later. The table below is the exact scope of the annual retainer.

Nothing on this list is new paperwork, it is the equity trail your finance or company-secretarial team already keeps, just gathered in one place. The catch for an established Gurugram employer is volume: a Udyog Vihar SaaS firm five years and several tranches into its scheme may have grant letters scattered across HR drives and old board packs. We collect them once, rebuild the pool accurately, and from then on keep it current. Here is what we ask for:

• The ESOP scheme document and the special resolution under Section 62(1)(b) approving it.
• Grant letters setting out grantee, options, vesting schedule and exercise terms.
• Board and shareholder resolutions backing each grant.
• The current cap table and any MGT-14 filed with RoC Delhi, for reconciliation.
• Exercise records, allotment details and PAS-3 references.
• Forfeiture or lapse records on employee exits, including post-buyback surrenders.

Almost every register problem we untangle in Gurugram comes down to one thing the local ecosystem has in abundance: velocity. Pools are big, grants refresh often, and the liquidity and buyback events that companies like Zomato and Policybazaar have made routine here all rewrite the option count overnight. A register that only gets attention at year-end simply cannot keep up. The table maps each failure mode we see to the way 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.

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 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.

Plenty of Gurugram companies start by running SH-6 on an internal spreadsheet, and it works fine until the pool grows or a term sheet lands. The difference between an in-house file and a managed register only really shows the week a Golf Course Road investor opens diligence. This is how the two approaches compare on the points that decide that week.

The law that governs a Gurugram company's SH-6 register is central, not state-specific, but the administrative touchpoint is local: a Haryana company answers to the Registrar of Companies, Delhi, for its related e-form filings. The provisions below set the framework that applies to every Cyber City, Udyog Vihar and Golf Course Road employer alike.

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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