ESOP Vesting and Forfeiture Tracking in Delhi

Delhi's option-issuing employers spread across the Nehru Place IT district, the Connaught Place finance core and the Saket-Aerocity corporate belt, and being in the NCR with the MCA headquartered in the capital means board approvals, RoC filings and ESOP records get scrutinised carefully here. Options vest every month, employees come and go, and each event has to be recorded, notified and reflected in your SH-6 register, or your cap table quietly drifts out of truth. Patron Accounting tracks it for you on a subscription basis: monthly vesting milestones, forfeiture events recorded in SH-6, employee notifications, and automated alerts for upcoming vesting.

In a market where consumer-tech and product ventures around Saket grant equity aggressively and trading houses near Nehru Place run leaner pools, the one constant is movement: a tranche vests, a desk loses a hire, an overseas holder asks what they now own. Left to a founder's spreadsheet, those moving parts fall behind within a quarter, and the bill comes due the day an out-of-state lead investor asks for a clean cap table. We replace that reconstruction risk with a register that is always current.

Whether you are a Nehru Place trading firm with a lean option pool or a Saket consumer-tech venture handing equity to a fast-growing product team, the same discipline applies: every event we handle flows straight into your SH-6 register, so the statutory book and the live schedule stay in lockstep. Here is what we keep current month after month:

• SH-6 entries posted in real time: grants, vesting, exercise, lapse and forfeiture, each with its date and cause, kept inspection-ready for an RoC Delhi audit.
• Vesting milestones tranche by tranche: we follow each employee's schedule as options vest, so the vested and unvested split is always exact.
• Forfeiture on every exit: when someone leaves a Connaught Place finance team or a Nehru Place desk, the unvested options are forfeited and returned to the pool.
• Pool reconciliation: granted, vested, exercised and forfeited numbers tie back to the authorised pool at all times.
• Vesting notifications to employees, including NRI option-holders who need clear written confirmation of what has vested.
• Upcoming-vesting and exercise-window alerts sent ahead of every key date so nothing slips.

Unlike vesting, which follows the calendar, forfeiture is triggered by an employee walking out the door, which is exactly why it is the entry most often missed. In high-churn Delhi product and trading teams, around Nehru Place or the Saket-Aerocity belt, a single quarter can bring several exits, and each one changes the pool.

Each forfeiture must be recorded in SH-6 with the date and cause, and the forfeited options returned to the pool so it reconciles. We capture the leaver event, apply the scheme's good-leaver or bad-leaver terms, and post the entry, so nothing is missed and the pool stays correct, the kind of detail an NCR investor's counsel checks line by line before they sign.

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 Vesting Tracking consultation - Call +91 945 945 6700 or WhatsApp us. No-obligation assessment.

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Delhi-incorporated companies file with the Registrar of Companies (RoC) Delhi, which sits in the same NCR as the Ministry of Corporate Affairs headquarters, so option-pool and ESOP record-keeping is held to a visible standard here. A large share of the city's option-issuing employers cluster in three areas we work with closely: the Nehru Place IT district, the Connaught Place finance core, and the Saket-Aerocity corporate belt. These mix product startups with established corporates, which means varied vesting designs and frequent leaver events to record.

The standard Indian grant most Delhi companies run, a four-year schedule with a one-year cliff, means roughly a quarter of each grant vests at month twelve and the rest monthly or quarterly thereafter, so the vested and unvested split moves every single month. We track that for each tranche, post leaver forfeitures to SH-6 against the scheme's good-leaver and bad-leaver terms, and keep the option pool reconciled. Patron Accounting LLP is a CA and CS firm with 15+ years of this work, with a Delhi presence plus offices in Pune, Mumbai and Gurugram, serving clients in person and remotely.

This comes up constantly in Delhi engagements, particularly with NRI and overseas option-holders who worry that a vesting milestone has created an Indian tax bill. It has not. Vesting is purely a record-keeping step; the perquisite charge arises only at exercise and capital gains only on sale. Our tracking service keeps the SH-6 position and the vested-versus-unvested split straight, while the actual tax at exercise is handled separately by payroll and tax teams, an especially useful split for a Connaught Place finance team coordinating with employees across time zones.

The rules below are national, set under the Companies Act, but they land with extra weight for a Delhi company: you file under RoC Delhi, the Ministry of Corporate Affairs is headquartered in the capital, and an inspection or diligence on your registered office is never far away. Keeping the SH-6 register inspection-ready is therefore less a formality and more a standing expectation here.

Vesting: under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, there must be a minimum of one year between grant and vesting; the scheme sets the full vesting schedule and the treatment of options on separation.

Forfeiture: unvested options lapse or are forfeited on separation as the scheme provides, and vested options are exercisable only within the scheme's post-termination window, after which they may lapse.

SH-6 register: Rule 12(10) requires the company to maintain the Form SH-6 register recording all grants, vesting, exercise, lapse and forfeiture; it is not filed with the MCA but must be available for inspection in audits and diligence.

Non-compliance: failure to maintain the register or comply with Rule 12 can attract penalties under the Companies Act, alongside the reputational and trust cost of inaccurate records.

Authoritative sources: the Ministry of Corporate Affairs (Rule 12, SH-6, Section 450), the Companies Act and Share Capital Rules, and the Income Tax Department (perquisite at exercise, capital gains).

The cost of not tracking is invisible until it is not: a year of unrecorded vesting and forfeitures surfaces in an audit or a due-diligence exercise, where reconstructing it is slow, expensive and reputationally awkward, and where a pool that does not reconcile raises real questions. Tracking continuously, for a modest annual fee, means the record is always right and there is never a reconstruction to do. Keep the schedule and register live, not retrospective.

Vesting and forfeiture are the moving parts of every ESOP, and keeping them tracked, recorded and communicated is what keeps the scheme accurate, compliant and trusted.

Patron Accounting LLP, a CA and CS firm with 15+ years of ESOP experience, runs this as an affordable annual subscription, tracking vesting milestones, recording forfeitures in SH-6, alerting the company and notifying employees, so your records stay live and audit-ready, and pairs it with full register administration and management whenever you need more.

Start with the national ESOP Vesting and Forfeiture Tracking service, then explore complementary ESOP services across India.

• ESOP Vesting and Forfeiture Tracking 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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