Employee stock Option plan


Earlier, ESOPs were given to remunerate senior employees and to appreciate their hard work in the company. However, in a contemporary scenario, ESOPs are used as motivational and compensation tools because startups can’t afford to give high salaries at the beginning. In recent times the concept of Employee Stock Option Schemes got extreme significance because of emerging and promising startups in India.
After fulfilling the criteria set by their organization, every employee will be eligible for the Employee Stock Option Plan. Generally other than Directors, employees who are permanent in employment are eligible for such a scheme. Employees of subsidiary and associate companies are also included in a scheme.

“Employees‘ Stock Option” signifies the choice presented before the directors, officers or employees of a company or of its holding company or subsidiary company or companies, if any, which provides such directors, officers or employees, the advantage or right to purchase, or to subscribe for, the shares of the company at a subsequent date at a price that is pre-determined.

every listed company

every company having outstanding loans or borrowings from banks or public financial institutions of Rs. 100 Crores or more.

Prepare ESOP Scheme

Properly draft and prepare scheme of ESOP for its approval in ensuing general meeting.

Board Meetings

Convene board meeting discuss following matters.

  • To get Directors approval for Issuing ESOP.
  • Fix date, time and place for holding Extra-ordinary General meeting (EGM) to get approval of members by way of Special Resolution, for Issue of ESOP.
  • To approve notice of EGM along with Explanatory Statement along with following disclosures to be attached to the notice of General Meeting.
    1. The total number of stock options to be given
    2. Finalization of employees entitled to participate in the Scheme
    3. The evaluation process for finding out the eligibility of employees to the Scheme
    4. The requirements and period of vesting
    5. The time limit within which the options shall be vested
    6. The exercise price
    7. The period and process of exercise
    8. The Lock-in period, if any
    9. The maximum number of options to be granted to a particular employee
    10. The methods adopted by company to fix value of its options
    11. The conditions under which option vested in employees may become null
    12. The specified time period within which the employee shall exercise options in the event of a proposed termination; and
    13. A statement to the saying that it must comply with the applicable accounting standards.
  • To authorize the Director or Company Secretary to issue Notice of the Extra-ordinary General meeting (EGM).
  • To approve the new draft set of Memorandum of Association and Articles of Association complying the requirements of One Person Company, if any.
  • Prepare minutes of such Board Meeting.

    File necessary e-Forms along with attachments with Registrar of Companies.

  • Form MGT-14 for filling special resolution with following attachments.
    1. Altered Articles of Association
    2. Altered Memorandum of Association
    3. Notice of General Meeting along with explanatory statement
    4. Copy of Special Resolution
  • Form INC-6 for applying Central Government for Conversion of Company with following attachments.
    1. Notice of General Meeting
    2. Altered Memorandum of Association
    3. Altered Articles of Association
    4. List of Creditors and Members
    5. Latest audited Balance Sheet and P & L Account
    6. Copy of Special Resolution
    7. NOC of Members and Creditors
    8. The Directors of the company must declare by giving an affidavit duly confirming that all the members and creditors of the company gave their consent for conversion, the paid up share capital company is Rs. 50 lakhs or less or annual turnover is less than Rs. 2 Crores
    New Certificate

    On approval of Form MGT-14 and Form INC-6 ROC issues new Certificate of Incorporation containing new name.


    Issue Notice of the Extra-ordinary General meeting (EOGM) to all Members, Directors, the Auditors and to all other persons entitled to such notice.


    Convene Extra-Ordinary General Meeting of the members of the Company at place & time mentioned in Notice to transact following businesses.

  • Conversion of Private Limited Company into One Person Company.
  • Alterations of the Memorandum of Association of the Company.
  • Alterations in Articles of Association of the Company.
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