Main Board IPO Listing
Procedure
A comprehensive legal and regulatory roadmap for taking your company
public in India
- Sonam Gupta
Contact number - 9029446251
sonamgupta12566@[Link]
Governing Leg al Framework
The IPO process is governed by multiple provisions under the Companies Act, 2013, ensuring comprehensive regulatory
oversight.
Section 13 & 14
MOA and AOA provisions
Section 18
Alteration of MOA
Section 23
Public offer requirements
Section 32
Share capital provisions
Section 42
Private placement rules
Section 61-63
Share capital alteration and reduction
Step 1: Organizational
Preparedness
Strategic Assessment Pre-IPO Planning
• Analyze IPO viability and • Plan exit strategy for existing
business rationale investors
• Ensure promoter alignment on • Assess tax implications and
equity dilution liabilities
• Verify financial strength and • Consider pre-IPO funding
profitability rounds
• Review group structure and • Clean up legacy compliance
related parties issues
Key Action Points
01
Board Approval
Convene meetings to discuss IPO strategy and pass enabling resolutions
02
Appoint Advisors
Engage SEBI-registered Merchant Bankers, legal advisors, and consultants
03
Internal Restructuring
Map and execute group rationalization and business consolidation
04
Compliance Review
Evaluate shareholder agreements, ESOPs, and investment documents
Step 2: IPO Advisory Consortium
Assembling the right team of experts is critical to IPO success.
Merchant Banker Statutory Auditors
SEBI-registered Category-I Lead Manager for valuation, Peer-reviewed auditors prepare restated financials (3-5 years)
structuring, and DRHP coordination per Ind-AS and SEBI norms
Legal Advisors Registrar to Issue
Company-side and LM-side counsel for compliance, due Manages applications, refunds, allotments, and investor
diligence, and DRHP drafting grievance redressal
Additional Advisory Partners
Bankers & Escrow Agents PR/IR Firms
Manage investor
Handle ASBA applications, communication, media
fund collection, and escrow strategy, and roadshow
operations planning
IPO Project Office
Internal team to track timelines and coordinate across all advisors
Conduct kick-off meetings to align objectives, create master IPO calendar,
and allocate responsibilities clearly among all parties.
Step 3: Corporate Governance
Convert to Public
Mandatory conversion for private companies with ROC filings
Alter M O A/AO A
Revise to align with SEBI LODR and governance norms
Reconstitute Board
Include Independent Directors and form mandatory committees
Appoint K M Ps
Company Secretary, CFO, and CEO as required
Share Capital & Compliance
Critical Requirements
• Ensure capital structure meets minimum promoter contribution and lock-
in per SEBI ICDR
• Complete 100% dematerialization of all pre-IPO shares
• Verify beneficial ownership and update Register of Members
• Finalize ESOP policy with board/shareholder approvals
• Conduct comprehensive compliance check across ROC, IT, GST, FEMA,
and labor laws
Step 4: Comprehensive Due Diligence
Multi-layered examination across all business dimensions
Legal DD
Land titles, litigations, contracts, licenses, and regulatory approvals
Financial DD
Restated financials (3-5 years), contingent liabilities, accounting policies
Corporate DD
Shareholding, group structure, ROC filings, capital infusions
Business DD
Model scalability, customer concentration, competitive landscape
Additional D ilig ence Areas
FEM A & FD I Compliance
Validate foreign investment, FC-GPR filings, pricing norms, and sectoral caps under
RBI guidelines
IEPF Compliance
Transfer unclaimed dividends and shares older than 7 years to IEPF fund
Labour Law Review
Review PF, ESIC, Contract Labour Act, and employment records; regularize lapses
ESG Factors
Identify material ESG disclosures including carbon impact, diversity, and CSR
initiatives
Draft Red Herring Prospectus
The DRHP is the cornerstone document prepared by the Merchant Banker
with inputs from company, legal counsel, and auditors.
Key Components Supporting Documents
• Business overview and • NOCs from bankers and charge
operations holders
• Risk factors and disclosures • Landlord NOCs for leased
• Restated financial statements premises
• Management discussion & • Sectoral regulator approvals
analysis • Litigation materiality policy
• Objects of the issue
Step 5: Reg ulatory Filing s
1 MCA /ROC Filing s
Complete forms for conversion, capital increase, MOA/AOA
alteration (MGT-14, SH-7, INC-27)
2 Statutory Updates
Update PAN, TAN, GST, IEC, MSME/Udyam registrations
aligned with ROC changes
3 Operational Licenses
Renew Pollution NOCs (CTE/CTO), Factory License, Shops
Act, FSSAI, and sector-specific approvals
Step 6: SEBI & Stock Exchanges
Navigate the regulatory approval process with precision
Pre-DRHP Preparation
Obtain valuation reports, finalize ESOP schemes, transfer IPRs, and define objects of the
issue
DRHP Filing
File Draft Red Herring Prospectus with SEBI; respond to observations within 30-60
days
Exchange Approval
Apply to BSE/NSE for in-principle listing approval and comply with exchange
requirements
Post-Approval Setup
Appoint monitoring agency (if issue >₹100 crore), activate ISIN, and prepare
demat accounts
Step 7: Pre-IPO Promotion
Investor Price Band Public Relations
Roadshows Finalization
Execute structured PR
Conduct meetings with Determine pricing and media outreach to
QIBs and institutional based on valuation, build visibility
investors to build demand, and market
interest sentiment
Building Market Momentum
Strategic Engagement
Allocate portions to anchor investors to
establish demand credibility and price
discovery.
• Activate retail and HNI outreach
through brokers
• Launch digital marketing campaigns
• Create IPO microsite for transparency
• Prepare SEBI-compliant investor
presentations
Step 8: IPO Launch & A llotment
RH P Filing
1
File Red Herring Prospectus with ROC and SEBI after addressing observations
Issue Opening
2
Open IPO for minimum 3 working days; investors apply through ASBA mechanism
Book Building
3
Conduct price discovery through real-time bidding platform
Price Finalization
4
Determine cut-off price based on bid data and anchor performance
A llotment
5
Finalize category-wise allocation with exchange and Registrar
Listing
6
Credit shares to demat accounts and list within 6 working days
Listing Day
The culmination of months of preparation and hard work
Coordinate bell ringing ceremony, media outreach, and investor
communication for a successful market debut.
Step 9: Post-Listing Compliance
Maintaining regulatory excellence after going public
SEBI LO D R Compliance
Timely disclosure of financial results, board meetings, shareholding patterns, and governance requirements
Investor Grievance System
Monitor SCORES platform for efficient complaint resolution and investor relations
Insider Trading Controls
Implement Code of Conduct and trading window closures per SEBI PIT Regulations
Periodic Reporting
Publish annual reports, hold AGMs, and submit compliance certifications within deadlines
Ong oing Transparency
Quarterly D isclosures
Submit financial results, shareholding patterns, voting results, and
event-based announcements under SEBI LODR
Analyst Eng ag ement
Organize investor calls, analyst meets, and publish
transcripts/webcasts to maintain market confidence
Compliance Calendar
Maintain dedicated team for real-time monitoring of all regulatory
obligations and deadlines
Your IPO Journey
The IPO process is complex but navigable with proper planning, expert
guidance, and meticulous execution. From organizational preparedness to
post-listing compliance, each step builds toward successful public market
participation.
Disclaimer: This procedural guide is based on professional
knowledge and interpretation of applicable laws, SEBI
regulations, and market practices. The IPO process may vary by
company size and structure. This content is for informational
purposes only and does not constitute legal or financial advice.
Consult appropriate professionals before taking action.