Section 62(1) (b)  of the Companies Act,2013 and Rule 12 of Companies Rules 2014 governs the issuing of the ESOP. The procedure to issue the ESOP under these rules is similar to the procedure under  SEBI Employee Stock Option Scheme Guidelines for listed companies.

1. Draft ESOP Policy to be published as per extant regulations
2. A Board Meeting notice along with the draft resolution to be circulated
3. A resolution is to be passed for the issuance of shares through the ESOP, the prices of the shares to be issued to the pursuant are to be determined. The date, time is to be fixed for calling the general meeting for issuing ESOP.
4. Circulated draft minutes to all the Directors within 15 days and file Form MGT 14 with MCA
5. The notice of the general meeting is to be sent to all the Directors, auditors, shareholders, and the secretarial auditors of the company at least before 21 days before the meeting.
6. Pass Special Resolution for issuing the shares under the ESOP to the employees, directors, and officers of the company
7. Form MGT 14 is to be filed with the MCA
8. Offer the ESOPs to the relevant allotees
9. Maintain a “Register of Employee Stock Options” in Form No. SH-6 and enter the particulars of the ESOP that are granted to the allotees
10. If the Private Company is wanting to issue the ESOP then it should ensure that the AOA authorizes the issuing of shares through ESOP. In case if the AOA does not authorize then the company is required to hold a general meeting and alter the AOA to include the provision of issuance of shares.