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Institute of Chartered Secretaries and Administrators
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After two decades of working across India, Ireland, and the UK in finance, tech…
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Komal Shah posted thisWhy smart founders choose ESOPs over direct equity grants: A founder recently asked me: "Why not just give my early team direct equity instead of setting up an ESOP pool? It's simpler, right?" It looks simpler. Until someone leaves. Here's the problem with direct equity: Yes, you can attach vesting conditions to direct equity on paper. But a share is a share the moment it's allotted - the employee legally owns it from day one, vested or not. "Unvesting" a share isn't a real thing. A condition on paper doesn't undo an allotment that's already happened. So when someone leaves after 8 months, you're stuck with the exact same two common options, regardless of what the vesting schedule said: → Let them walk away owning equity they didn't really earn → Ask them to sell the shares back to the company or founders. That second option sounds clean. It isn't. A share transfer is a transfer of a capital asset under the Income Tax Act. If it happens below fair market value, it can trigger tax on both sides: • The departing employee (transferor) owes capital gains tax on the sale • The buyer (transferee) - the company, founders, or other shareholders - can additionally be taxed under Section 56(2)(x), where the gap between FMV and the price actually paid is treated as "income from other sources" So a single below-FMV buyback can mean two separate tax charges on two different people, plus legal paperwork, and a former employee who's annoyed about being taxed on equity they're being asked to give up anyway. Now compare that to an ESOP: Unvested options simply lapse when someone leaves. Nothing was ever "owned," so nothing is being "transferred." No capital asset changed hands, no tax event is triggered. Only options that were vested and actually exercised become real shares — and by then, the employee has made a conscious, informed decision to convert options into ownership (and taxes are handled at that specific point, as intended). The result: ✅ Cap table stays clean ✅ No forced buybacks or valuation disputes ✅ No double tax friction between transferor and transferee ✅ Incentives stay tied to genuine, earned tenure. ESOPs aren't just an HR nicety - they're a structurally smarter way to handle equity because they build the "what if someone leaves" scenario into the design from day one, instead of solving for it after the fact. If you're structuring your first ESOP pool (or fixing a messy direct-equity cap table), talk to a good tax and legal advisor early. The cost of getting this wrong is always higher than the cost of setting it up right. And if you want to find out more about equity structuring and ESOPs, keep watching this space! #Startups #ESOPs
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Komal Shah posted this"Let the company make some money first." That's what a founder told me recently, explaining why the ESOP plan was on hold. It's a reasonable-sounding instinct. Give away equity before there's real money coming in? Feels premature. Except ESOPs and profitability aren't actually connected. Not legally, not structurally, not even logically. An ESOP (Employee Stock Option Plan) is a grant of future ownership - a right to buy shares at a fixed price later, once they vest. It's not a payout from profits. It's not a bonus. It's a bet on the company's future value, shared with the people building it. Profitability, on the other hand, is about today's cash flow - revenue minus expenses, right now. These are two completely different timelines. One is about what the company is worth someday. The other is about what the company earns this quarter. So why does the "profitable first" belief persist? → Founders confuse ESOPs with cash compensation, and worry they can't "afford" them. → There's a fear that giving equity early means giving it away "too cheap." → Some assume investors or boards won't approve an ESOP pool pre-profitability. None of these are really about profit. They're about valuation stage, cap table planning, and communication - all solvable problems, even pre-revenue. In fact, waiting until you're profitable can work against you: • Early employees take the most risk - they join when the outcome is least certain. That's exactly when equity upside matters most to them. • Your strike price is lowest early on. Waiting until later stages means employees pay more to exercise the same value. • Talented people evaluating early-stage offers often ask about equity before they ask about salary. Not having an ESOP in place can cost you the hire. The real question isn't "are we profitable enough to do this?" It's "do we want the people building this company to also own a piece of what we're building?" If the answer is yes, the ESOP conversation can start on day one - profit or no profit. Like I stated in my last post, I have something coming up here. Keep watching this space! #Startups #ESOPs
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Komal Shah posted this📊 Almost 90% of startups fail. That's the stat everyone knows. But here's what I find fascinating: Despite those odds, many talented people I know are still willing to work in return for just equity in early-stage companies. Some of them even bargain for a higher percentage of equity in these companies. Why? I think it's not connected with equity (or for that matter any kind of return) at all. Many of them are already earning a living in some way, so they are not looking for living costs. And startups cannot give them market salaries, so equity is what they would get anyway. Here's what I think are four real reasons: 1) They can experiment without involving their own name and learn. They may join at senior positions, but the startup is known by its founder’s name. So if it fails, it's not strictly their failure and yet, they would learn some invaluable things. 2) They want to develop a skill, and the stint at the startup helps. They may be employed at a senior position and want to go independent. But they know they lack a specific skill, which they need to have before they go independent. They also know that the stint at the startup would grill them in that skill. That's all they are looking for. 3) They want to experience building a business. Maybe some of them have had a stunning corporate career, but building a business is a different cup of tea. They get to drink it with the startup. 4) What if the team can pull off the bet? If things work out (and 10% is a chance they consider good) the startup can end in an IPO or a lucrative sale - and then the equity bet pays off. So it’s more with getting the intangibles really, rather than having equity. But equity is something that ensures they stay invested, involved, incentivised to build and pushed to learn. And so while some people feel that ESOPs don’t mean anything and that it would rather be hard cash, some others might be looking at the above. For this kind of people, equity will continue to work. I have something coming up here :). So stay tuned and watch this space. #Startups #ESOPs
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Komal Shah posted thisFull time remote (work from home) opportunity: I am looking for a highly pro-active company secretary (qualified from ICSI) - someone who will turn every rock until they reach the desired compliance level. You don’t think of compliance as something to complete and get done - you realize and understand the deeper implications of what happens when compliance is missed or if you get it wrong. And you are not able to sleep if this happens under your watch. You hate being in an environment where the attitude is to ignore compliance - at the same time, you realize the difference between what is the requirement of law and what is creating unnecessary procedures. You work with documentation in a certain manner because legally that is the right way, not because everyone else is doing that. You are open to research options and ways and you don’t sit believing that because 90% of people are doing something, that is the right way. Most importantly, you don’t make ANY assumptions - you always double, triple check things. You have a habit of documenting EVERYTHING. You thrive on research. Unless you have scourged all available portals to piece together the answer firmly in your mind, it just doesn’t feel complete to you. You BUY work - you feel the NEED to keep tabs about everything. And for this, you are willing to gather the required information from every nook and corner. Follow-up is your second nature. You will chase, stalk, harass, hammer and badger people until they respond. Because their irritation is nothing to you as compared to missing out on compliance. You are a drafting nazi - you cannot tolerate errors in your own and other people’s drafting of documents, especially factual, spelling and grammatical errors. Company secretaries who have managed listed company compliance can be a great fit. Salary: Rs.1,00,000 per month What you will do: - Manage compliance for a listed company under Companies Act and SEBI Regulations primarily and other laws as required - Maintain immaculate records - anything that gets created gets filed and organized - and it takes less than 2 minutes for any company secretarial team member to find it - Follow-up, co-ordinate and manage relationships internally and outside the organization with bankers, auditors, management and team members - Oversee and ensure delivery of company secretarial work for a few clients - Contribute to creating and improving compliance systems If you believe that God is in detail, and that it is a sin to miss out on details when you are managing compliance, send to me: - Your CV - Your MBTI personality type - A brief note on why you are a great fit for this role We will respond to people who follow the application instructions.
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Komal Shah posted thisMost founders treat legal and operational infrastructure as a cost center. The ones who scale successfully treat it as a scaling strategy. Here's a problem hiding in plain sight: the average startup loses a key team member every 18 months. A head of sales who owns every enterprise relationship. A general counsel who is the entire contract process. An ops lead whose institutional knowledge has only been retained in WhatsApp messages. When they leave, they don't just take a salary line - they take the system with them. That's a people problem which escalates fast into a process problem. Systems that depend on specific people aren't systems - they're single points of failure dressed up as processes. The fix is building operations that are deliberately people-agnostic - where the MSA template doesn't live in one lawyer's head, where the sales playbook doesn't walk out the door when your top rep gets poached, where the delegation of authority framework means a new Head of Finance can operate on day one without a three-month handover. This is where governance becomes a commercial asset. A well-structured contract repository, a clear escalation matrix, documented compliance posture - these aren't bureaucratic overheads. They're organisational memory that doesn't resign. Enterprise buyers increasingly run operational due diligence before they sign. What they're really asking is: will this company still be functional if the person I'm talking to isn't here next year? The startups that answer that question confidently - with systems, not personalities - are the ones that close, retain, and scale. Attrition is inevitable. Operational collapse doesn't have to be. Build the system first. Then trust your people to run it. #governance
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Komal Shah posted thisI've sat in board meetings at a listed company while it was preparing for an IPO, at regulated banks in Ireland answering to the Central Bank, and at early-stage startups where the "board" was two founders and three “observers” on a Zoom call. The difference in how each treated that room tells you everything. In regulated environments, board meetings are not reporting sessions. They are decision-making forums. There is an elaborate board pack which goes out 5 days in advance. Every number has context. Every risk has a mitigation. Everything is structured and there are no surprises. Early-stage founders almost always get this wrong. They treat the Board meeting like a forum to report things. The stance is to update the investor nominees about the things which have already happened. They consider their job done at that and wonder why the relationship feels transactional. Here's what a board meeting is actually for: It is where you get aligned on the two or three decisions that will define the next quarter. Everything else that you provide at the meeting - the metrics, the updates, the retrospectives - is context for those decisions, not the point of the meeting. This mode of functioning can actually be helpful since you can sense in which direction the Board is likely to swing before actually spending time, money and effort on a project, only to come to a point where the Board pokes holes in the plan when their approval is sought. When your first institutional board member arrives after your Series A, they will have sat in hundreds of these rooms. They will know within 20 minutes whether you know how to run a board or not. That judgment will quietly shape every interaction you have with them for the next three years. You don't get a second chance to make that first impression in a boardroom. Start treating your board meetings as decision forums now - before the institutional money arrives, before the pressure is real, before the stakes are high. The founders who figure this out early are almost always easier to back the next time around. #foundernotes #governance
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Komal Shah posted thisWe're Hiring: Intellectual Property Lawyer 📌 Are you a patent-savvy IP lawyer looking for a role with real variety? We want to hear from you. The Role You'll be a core part of our legal team, handling a broad mix of IP work from day one. No two days look the same here - and that's exactly the point. What You'll Be Doing 🔹 Drafting patent applications (domestic & international) 🔹 Responding to office actions across jurisdictions 🔹 Filing and managing trademark applications, clearance searches, and oppositions 🔹Reviewing IP provisions in commercial contracts 🔹 Learning to draft licensing agreements, Master Service Agreements and other IP commercial documents What We're Looking For ✅ Qualified lawyer with 3 years' post-qualification experience ✅ Patent drafting and prosecution experience is a must - this is non-negotiable ✅ Hands-on trademark filing experience ✅ Experience with IP-related commercial agreements is a plus ✅ Curious, collaborative, and eager to grow across all areas of IP What We Offer A varied, stimulating workload, a supportive team, mentorship, and a growth path to lead a team. 📩 Interested? Send your CV and a brief note about your experience to r.prasidha@lawsikho.in. #NowHiring #IPLawyer
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Komal Shah posted thisOwn up or die. For ages, employers (which are not large corporations who have the money and resources to have entire automation teams) have been seeking people who have an "owner's mindset". Until now, it was possible for people to work simply on the basis of what they have been instructed to do, and then sit and wait for being instructed if the person instructing them was busy. It was possible for such people to simply do their work, take salary for the specific work and leave. It was possible for people who believed in not applying much of their mind to stay employed because "itne paise me itna hi milega". Unfortunately (or fortunately) now, owning up is the only distinguishing factor between you and AI. If you are bent on doing only the things you are instructed to do because you think you are being paid less, AI will do far more things it is instructed to do in much lesser cost than your salary. Whether or not you accept, this is where the world is headed. On the other hand, if you own up - take responsibility for getting outcomes and not just doing your part of the job, this is what AI cannot do. Intelligence (application of mind) and for that matter to an extent even insights secured through experience will be taken over by AI. But ownership cannot be. So gradually, only people with "owner's mindset" will be able to remain employed. And they will grow. Because they will own up even the AI systems and orchestrate and control them. #ownersmindset
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Komal Shah posted thisWe are looking for an associate to join a busy corporate transactions practice. You must understand the basics of corporate law and you must be willing to work on corporate transactions. This position requires you to work on multiple corporate transactions - mainly investment and ESOPs. We will test you on your ability to understand investment transactions. This is a 100% remote role, but we need someone who understands that flexible work does not mean casual work. You have to take responsibility for whatever you take up. Accio Legal welcomes applications from work from home mothers. If you can demonstrate that you can do the work, we are not concerned with your career gap. If you believe you can take this up, write to hello@acciolegal.com with examples of what work you have done specifically with respect to transactions. #hiring #corporatelaw
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Congratulations Alfiya Khan!
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Komal Shah liked thisKomal Shah liked thisThree years ago, I didn't know where my career was going. I didn't have a five-year plan. I was simply trying to figure out what came next. I joined LawSikho as an intern with a Rs 5,000 stipend. Six months later, I became an Associate but the biggest change wasn't the designation. It was being given opportunities that often made me wonder whether I was ready for them. I worked on cross-border litigation and legal research, company incorporations in the US, UK and UAE, corporate compliance, and eventually moved into transactions and almost every time I stepped into something new, there was a familiar thought: “Am I actually ready for this?” The honest answer was often: "Not completely". But fortunately, I had people like Komal Shah and S M Mudassar N. who trusted me enough to let me figure it out. They gave me opportunities to take on different responsibilities, learn from my mistakes and gradually grow into the work Today, I'm working in a demanding but incredibly interesting niche, constantly learning and getting a front-row seat to how transactions come together, and none of this happened because I suddenly knew everything, but because I kept learning. Although I think I've been learning this lesson for much longer than these three years. Before this chapter of my career, I spent years preparing for the civil services examination, including five unsuccessful attempts. After that, I had to rebuild my career from scratch and at the time, I couldn't see where that road would lead. I only knew that I had to start again. What I didn't realise then was that those years had given me something I would carry into the next chapter: discipline, patience, and the ability to sit with something difficult for hours and keep going. Those lessons weren't wasted. They simply became useful somewhere I hadn't expected. And perhaps that's why, over the last three years, I've become a little more comfortable with not having everything figured out. Now, three years in, I still have a lot to learn. There are still areas where I feel like a beginner. There are still matters that challenge me. And there is still a long way I want to go, but maybe that's what makes this milestone meaningful to me. I'm also grateful that this journey has allowed me to build a career remotely while being present for another important part of my life: being a mother. Looking back at these three years, I’m grateful for the opportunities, the people who trusted me before I fully trusted myself, and every uncomfortable step that brought me here. Also, I’m just grateful for the version of me who kept taking the next step, even when she didn’t know where it would lead. ❤️
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Komal Shah liked thisKomal Shah liked thisDo you know exactly where your money goes every month? Can you explain the value of your work in one sentence? Can you make a career decision without asking five people what you should do? If even one question made you uncomfortable, watch till the end. After mentoring 10,000+ learners across colleges, workplaces and career transitions, I kept hearing the same struggles in different words. Not one lacked intelligence or effort. They lacked practical tools that no classroom ever gave them. This is why I built The Unlearning Lab. Unlearn what limits you. Learn what life requires. Watch the full video to know the story. Tell me in the comments, what is one thing you pretend to understand but wish someone would explain properly? Know more at www.theunlearninglab.app #TheUnlearningLab #PriyankaKarwa #FinancialLiteracy #CareerReadiness #LifeSkills #PersonalBranding
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Komal Shah liked thisKomal Shah liked this“Can you just do a quick review? It should only take 10 minutes.” Today was a perfect reminder of how deceptive those words can be. I was already deep into reviewing a transaction document for a client when another client called about an OCD Agreement that supposedly required only “minor changes.” I thought I’d make a few edits and get back to the transaction review. Instead, it turned into multiple rounds of comments, clarifications, and back-and-forth discussions. What looked like a 10-minute task quietly consumed a significant part of my day and ended up delaying the delivery timeline for the transaction document I was originally working on. And honestly, this is something I encounter more often than I’d like to admit. You open an agreement expecting to check a few commercial terms, and then you notice: • a definition that changes the meaning of the clause; • a consent right that doesn’t align with the Shareholders’ Agreement; • an amendment provision that excludes a class of investors; • a “standard” clause copied from a completely different transaction. Suddenly, the quick review becomes a deep dive. One thing corporate law has taught me is that the real work is rarely the dramatic part people imagine. Most of the time, it’s about catching the small things before they become expensive things. The irony is that when a lawyer spots the issue early, the client often never sees the problem that was avoided. The transaction simply moves forward smoothly. And that’s probably the most invisible part of corporate law. The best work often looks like nothing happened at all. What’s the longest “quick review” you’ve ever done? 😅 #corporatelaw #corporatetransactions #startups
Experience & Education
Licenses & Certifications
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Diploma in International Business from Ahmedabad Management Association (I topped the Diploma)
Ahmedabad Management Association
Publications
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The What, Why, Who and How of Recovery and Resolution planning in the Indian context
blog.ipleaders.in
See publicationThis article discusses in a simple language the concept and preparation of recovery and resolution plans to be prepared by financial institutions, particularly as it was discovered that no institution is 'too big to fail' after the Lehman brothers collapse and the sub prime lending crisis.
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From FERA to FEMA: A journey from forbidden lands to semi-open pastures
Chartered Secretary, Journal of Institute of Company Secretaries of India
Written under my maiden surname (Parikh), this article dwelt on changes in Foreign Exchange Management law in India
Other authors
Honors & Awards
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Best Essay, National Essay Competition
Institute of Company Secretaries of India
I won the prize for the best essay in the National Essay Competition organised by the Institute of Company Secretaries of India for my essay on the topic 'Corporate Governance and Company Secretary'.
Languages
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English
Full professional proficiency
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Hindi
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Gujarati
Professional working proficiency
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