An ESOP pool is not legally effective just because a founder says “10% pool”. Employee stock options need scheme approval, grant records, vesting/exercise controls and eventual allotment filings.
Section 62 includes issue of further shares to employees under a scheme of employees' stock option, subject to special resolution passed by the company and prescribed conditions.
| Stage | Control |
|---|---|
| Scheme creation | Board and shareholder approval with scheme terms. |
| Grant | Grant letter, vesting schedule and employee eligibility. |
| Vesting | Track time/performance conditions and lapse. |
| Exercise | Collect exercise application and money/tax support. |
| Allotment | PAS-3, share certificate/register and cap table update. |
This article is intentionally source-limited to official India Code / MCA material. Verify final filing positions with the latest Act, Rules, MCA forms and portal advisories before publishing.
Section 62 includes issue of shares to employees under employees' stock option scheme.
Yes. Section 62 route refers to special resolution and prescribed conditions.
Options convert into shares only when exercise/allotment process is completed under scheme terms.