Team & Asset Protection Services – CA Vijay Singh & Co.
Our Core Service Areas
Your people and your ideas are your startup’s true value. Investors know it — and so do we. Our job is to help you lock in both, so you can build a stronger company and attract the right talent and funding.
ESOP Structuring & Compliance — Build Your A-Team
Early on, you might not have the budget for big salaries — but you can offer something more powerful: ownership. We help you design Employee Stock Ownership Plans (ESOPs) that attract, motivate, and keep top talent invested in your success.
We handle everything end-to-end:
- Plan Design: Right number of shares, fair vesting schedules, and terms that align with your growth goals.
- Legal & Approvals: All paperwork plus seamless board and shareholder approval.
Compliance: Timely and accurate ROC filings under the Companies Act, 2013 — no stress, no slip-ups.
Intellectual Property (IP) Advisory — Protect Your Big Idea
Your idea, your brand, your creations — that’s your competitive edge. We make sure they stay yours.
Our approach is practical and investment-ready:
- Trademark Advisory: Strategy and guidance to register and protect your brand name and logo, securing exclusive rights and stopping copycats.
- IP Valuation: Assign a real, defensible value to your intellectual property. A strong IP portfolio can boost your overall valuation and make investors see your business as a market leader.
When we were setting up our ESOP, I honestly had no idea where to start. The team at Vijay R Singh & Co. broke everything down for me step by step and handled all the legal side without making it complicated. It really gave me peace of mind, and I could focus on growing the business while knowing our compliance was taken care of.
I was nervous about how to protect my brand before pitching to investors. These guys guided me through trademark registration and explained the whole IP valuation process in plain language. It wasn’t just paperwork — they made sure I actually understood the value of my idea. That confidence made a huge difference when I spoke with investors.
Frequently Asked Questions
ESOPs allow startups to attract and retain top talent by offering ownership when they may not have the budget for large salaries. This keeps employees motivated and invested in the company’s long-term success.
We handle everything from drafting the plan, getting board/shareholder approvals, and preparing all necessary legal documents to timely ROC filings under the Companies Act, 2013. This ensures zero compliance risks.
We assist in trademark registration, strategy, and brand protection, as well as IP valuation to strengthen your startup’s worth and attract investors.
A well-documented IP valuation adds real financial value to your ideas and creations. It makes your business more appealing to investors and can significantly improve your fundraising potential.
No, our ESOP and IP advisory services are designed for all types of startups, whether in technology, retail, consulting, or manufacturing. Any company looking to protect its people and ideas can benefit.
ESOPs give employees skin in the game, aligning their success with your company’s growth. It’s a powerful retention tool, especially when cash is limited in the early stages.
Typically 3–6 weeks from planning to final approvals, depending on your company structure and board availability.
Ideally, yes. A registered trademark reassures investors that your brand is legally protected and reduces future legal risks.
Absolutely. A documented, defensible IP valuation can directly impact investor perception, especially if your business relies heavily on unique technology, brand, or content.
No problem — we can design a retrospective ESOP plan that rewards early contributors while keeping future grants flexible.
ESOP Design & Advisory
Pool sizing, scheme drafting, valuation, grant administration, and exercise accounting – structured so the ESOP works for the founder, the employee, and the cap table.
By CA Vijay R Singh, FCA
ICAI Membership No. 153926 | FRN 136869W | Practising since 2013
Quick Summary
Most early-stage ESOPs are designed once, set aside, and then discovered to be wrong at the worst possible moment – during a funding round, an exit, or an employee exercise. The structural decisions taken at scheme drafting compound over years. This service is the end-to-end ESOP work – scheme design, Rule 11UA valuation, Companies Act and Income-tax compliance, grant administration, and the share allotment trail that lands cleanly in the cap table.
Strategic Fit: Is this right for you?
First-Time ESOP
Founders preparing to issue ESOPs for the first time.
Pre-Funding Pool
Startups in or approaching a funding round where investors are asking about the ESOP pool.
Retrospective Cleanup
Companies that have issued ad-hoc ESOPs without a formal scheme.
Non-Resident Grantees
Companies issuing ESOPs to NRIs or non-resident employees (FEMA NDI applies).
Listed Company SBEB
Listed companies under SEBI (Share Based Employee Benefits) Regulations 2021.
Trust Route Decision
Founders considering ESOP trust route vs direct issuance.
Final Deliverables Checklist
Everything you receive at the end of the engagement.
- ESOP scheme document - board and shareholder approved
- Board resolution and special resolution drafts
- Grant letters with vesting schedule
- Register of options (Form SH-6) maintained
- Annual Rule 11UA valuation signed by CA
- Co-ordination with Merchant Banker for DCF valuation where required
- Perquisite computation and TDS deposit at exercise
- PAS-3 filing on share allotment post-exercise
UNDERSTANDING THE ESOP LIFECYCLE
Scheme & Pool
Board-approved scheme document with pool sizing (typical: 10-15% of FD capital), vesting period (typical: 4 years, 1-year cliff), exercise window, termination treatment.
Grant & Vesting
Per-employee grant letters with vesting schedule. Register of options (SH-6) maintained. No tax at grant – perquisite arises at exercise under Section 17(2)(vi).
Exercise & Allotment
FMV computed under Rule 11UA. Perquisite = (FMV – Exercise Price) x shares. TDS under Sec 192. PAS-3 filing within 30 days. Sec 192(1C) defers TDS for eligible startups.
The Engagement Lifecycle
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Transparent Pricing Structure
Statutory & Third-Party Costs – pass-through, NOT our fees
These are paid directly to government departments, certifying authorities, and banks. They are not VRS professional fees.
- MGT-14 filing fee (special resolution): Rs 200-Rs 600
- PAS-3 filing fee on allotment: Rs 200-Rs 600 per filing
- Rule 11UA NAV valuation: nil government fee (private engagement)
- Merchant Banker DCF valuation: market rates (we coordinate; partner fees separate)
- FC-GPR filing for non-resident allotments: nil government fee
Engagement & Fees
We handle ESOP advisory end-to-end — scheme structuring, valuation coordination, grant documentation, and tax treatment for the company and employees — scoped to your plan during an initial scoping call.
Fees are confirmed per engagement after the scoping call, based on the scope and complexity involved. You receive a clear, written quote before any work begins — no hidden charges.
Quoted per Engagement
The final quote depends on the scope, volume, and statutory complexity of your specific engagement.
Frequently Asked Questions
What is the typical ESOP pool size for an early-stage startup?
10% to 15% of fully diluted capital, set aside at incorporation or at the first funding round. Investors typically expect the pool to be created from founders’ pre-money equity.
Can I issue ESOPs to a non-employee (advisor, consultant)?
Strictly under Rule 12 Companies (Share Capital and Debentures) Rules 2014, ESOP is defined as an option granted to ’employees’. For non-employees, sweat equity (Sec 54) or direct share issuance is the route.
What happens to ESOPs at acquisition or exit?
Depends entirely on the acceleration clauses in the scheme. Single-trigger acceleration vests all options on change of control. Double-trigger (CoC + termination) is more investor-aligned.
How does Section 192(1C) tax deferral for startups work?
For DPIIT-recognised eligible startups, TDS on ESOP perquisite at exercise is deferred. Employer deducts TDS within 14 days of earliest of: (a) 5 years from exercise, (b) sale of shares, or (c) cessation of employment.
We issued ESOPs informally - can we regularise them?
Often yes. Structured as fresh scheme adoption with retrospective ratification. Requires fresh special resolution, board ratification, register reconstruction, valuation back-dating.
Do listed companies follow the same framework?
No. Listed companies follow SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 – additional disclosure, vesting minimum, lock-in, and pricing layers.