ESOP SH-6 Register Administration in Pune

A SaaS product team in Rajiv Gandhi Infotech Park, Hinjewadi grants options to its tenth engineer on a Monday and its fifteenth a fortnight later, long before its priced round closes. That cadence is exactly why a Pune company's Form SH-6 register needs an owner. Patron Accounting runs yours as a live record, posting every grant, vesting tranche, exercise and forfeiture as the event lands, so an option that sits on your cap table also sits, dated and authenticated, in the statutory register.

Where the difference bites is diligence. When a Kharadi or Viman Nagar startup signs a term sheet, the fund's counsel reads the SH-6 register before they read the founders' deck, treating it as the authoritative answer to who holds what, at what strike, vesting when. For Pune's GCC and DevTools subsidiaries the same register has to agree with a parent's global cap table abroad. We keep it reconciled to PAS-3 and the cap table on a rolling basis, so the register is the calm part of a Pune funding round rather than the scramble.

The trigger is the first grant, not the first funding round, the audit or the listing. The day a Pune company awards an option under its scheme, the SH-6 obligation starts. In practice that pulls in a recognisable cross-section of the city:

• Product and SaaS companies in Hinjewadi's Rajiv Gandhi Infotech Park and Magarpatta that have board-approved an option pool for engineering hires.
• India subsidiaries of US-headquartered DevTools firms and GCCs, granting options to Pune teams against a parent's global plan.
• Kharadi (EON IT Park) and Baner-Balewadi startups handing equity to founding employees, advisors and consultants.
• Chakan and MIDC manufacturers running a smaller, slower option pool that still has to be on the register.
• Any Pune company heading into a Series A, a statutory audit or acquisition diligence with grants already live.

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.

We run SH-6 as a managed retainer, not a once-a-year clean-up. A Baner SaaS company adding grantees every sprint and a Chakan manufacturer issuing a handful of awards a year need the same register, just at different tempos, and our scope flexes to either. The table sets out exactly what the annual engagement covers.

To stand up or take over a Pune company's SH-6 register, we work from the underlying ESOP paperwork rather than a blank template. For a Hinjewadi startup that has been granting options informally for a couple of years, gathering these is usually the bulk of the onboarding work; once we have them, the register builds quickly. Keep the following ready:

• The ESOP scheme document and the special resolution that approved it.
• Board and shareholder resolutions covering each grant.
• Grant letters showing grantee, options awarded, vesting schedule and exercise window.
• Exercise records, allotment details and the related PAS-3 references.
• Lapse or forfeiture records arising on employee exits, common as engineers move between Pune IT parks.
• The current cap table and any MGT-14 filings, for reconciliation.

Across the Pune companies we work with, the SH-6 problems repeat in a familiar pattern: a Hinjewadi SaaS founder who has been growing the option pool faster than the register, or a Chakan manufacturer whose finance team assumes SH-6 is something you file with RoC Pune rather than maintain in-house. Here are the issues we see most often and how we close them out.

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.

Most Pune startups start out keeping SH-6 in a spreadsheet that one finance executive updates between funding rounds. It works until a Hinjewadi or Kharadi term sheet forces a real read of the register, at which point the gaps surface all at once. The contrast below is the one we see every diligence season.

The rules below apply to a company in Pune exactly as they do anywhere in India; what is local is only the jurisdiction your filings route through, RoC Pune on MCA21 for the linked MGT-14 and PAS-3. The register obligation itself is national, and here is the statute that creates it.

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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