ESOP SH-6 Register Administration in Mumbai

Mumbai is where the term sheet and the regulator sit on the same street. With most growth-stage investors and SEBI's headquarters in BKC, finance teams in Lower Parel, and the SaaS belt running through Andheri and Powai, a Mumbai company's option pool is scrutinised harder than almost anywhere else. Patron Accounting maintains your Form SH-6 Register of Employee Stock Options in real time, recording each grant, vesting, exercise and forfeiture so the register stands up to a BKC investor's diligence.

The SH-6 register is often the first document a Mumbai investor's counsel asks for, and the Goregaon-Vikhroli startup corridor has learned this the hard way: 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 Mumbai funding round. We maintain the register as a managed, recurring service under the RoC Mumbai 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 Mumbai this typically covers:

• Andheri and Powai SaaS companies that have approved an ESOP pool.
• BKC and Lower Parel fintech and financial-services firms granting options to senior hires.
• Goregaon-Vikhroli corridor startups running option pools for early employees and advisors.
• Listed Mumbai companies, which also follow SEBI's SBEB and Sweat Equity Regulations administered from BKC.

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.

Mumbai's option pools rarely sit still. A BKC fintech closes a bridge round, a Powai deep-tech team onboards a new VP, an Andheri SaaS company refreshes its grant pool ahead of a Series B, and every one of those events has to land in the Form SH-6 register before it shows up in a data room. For RoC Mumbai companies the register is also where SEBI-grade governance expectations meet the Companies Act, so we run it as a live ledger rather than a once-a-year file. Here is what that covers:

Most of what we need to set up or refresh a Mumbai company's SH-6 register already exists in your secretarial records and cap-table tools. Pull these together once and the ongoing upkeep is a quick handover after each event:

• The ESOP scheme document together with the special resolution that approved it.
• Grant letters setting out grantee, options, vesting schedule and exercise terms.
• Board and shareholder resolutions backing each grant.
• Forfeiture or lapse records whenever an employee exits, common in fast-moving Andheri and Powai teams.
• Exercise records, allotment details and the PAS-3 references filed with RoC Mumbai.
• The current cap table and any MGT-14 filings, used for reconciliation.

The problems we see most often in Mumbai's finance and SaaS belt are not exotic; they are the everyday gaps that surface only when a BKC fund's counsel starts asking pointed questions. Here is where SH-6 registers tend to break, and how we close each one:

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.

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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