IPO BRIEF

1.?????? INTRODUCTION:

An initial public offer, as the name indicates, is the first (initial) instance of a company (called the issuer) offering its commons stock (or shares) to the general public for?subscription.

2.?????? IPO STAGES:

The issuance of an IPO is a process with distinctive stages. the life cycle of an IPO can be understood to be spread over these steps or stages. The various stages in the life cycle of an Initial Public Offering are as follows –

·???????? Initialization:-

In this stage, the company appoints various entities that are crucial in the management of the IPO. these entities include the issue managers or book runners (mostly investment banks) and registrars to the issue.

·???????? Pre Issue Activities:-

In this stage, the draft offer prospectus is prepared and submitted to SEBI. The lead manager may conduct road shows- which are basically marketing activities- to generate awareness about the issue.

·???????? Prospectus Review:-

SEBI reviews the prospectus submitted to it, and any changes and revisions suggested by SEBI are incorporated at this stage. Once the draft is approved by SEBI, it is termed as the Offer Prospectus.

·???????? Submit Prospectus to Stock Exchange:-

The offer prospectus is now submitted to relevant stock exchange for approval. When the date of issue and the price band (and not the exact price) is decided and incorporated into the offer prospectus, it becomes the 'Red Herring Prospectus'.

·???????? Distribution of Red Herring Prospectus and IPO Forms:-

The prospectus and the forms are distributed to retail investors through the

syndicate members.

·???????? Public Issue:-

In this stage, the issue is thrown open to the public and the bids are collected. The public issue closes at a predetermined date. This stage can be considered to be the "public face" of the IPO.

·???????? Price Fixing:-

Once all the bids are collected, the lead managers decide the final issue price, and inform the stock exchange and SEBI.

·???????? Processing of IPO Applications by Registrar:-

This is the 'clerical' stage, wherein the forms are collected, checks are processed, share allotment is completed, shares are transferred to the demat accounts and any excess money is refunded.

·???????? Listing in the Stock Exchange:-

Once the date of listing is decided, the shares of the issuer company are listed on the stock exchange.

3.?????? PERSON INVOLVE IN IPO:-

The process of an Initial Public Offering (IPO) for an Indian company involves various key players and professionals. Here are some of the key individuals and entities typically involved in the IPO of an Indian company:

·???????? Board of Directors:

The top management of the company, including the board of directors, plays a crucial role in the decision-making process related to the IPO.

·???????? Lead Manager(s) or Investment Bank(s):

These are typically investment banks or financial institutions responsible for managing the IPO process. They assist the company in preparing the necessary documents, determining the IPO price, and marketing the shares to potential investors.

·???????? Underwriting Syndicate:

A group of underwriters may be involved in the IPO process. They underwrite the shares, assuming the risk of not being able to sell the shares to the public.

·???????? Registrar of the Issue:

This entity is responsible for processing and maintaining the records of share allotments and refunds. It plays a crucial role in ensuring a smooth post-issue process.

·???????? Legal Advisors: Legal professionals and law firms provide advice on legal matters, compliance, and regulatory issues associated with the IPO.

·???????? Auditors:

Chartered accountants and auditing firms play a critical role in ensuring the accuracy of the financial statements and compliance with accounting standards.

·???????? Stock Exchanges:

The shares of the company will be listed on one or more stock exchanges. The company needs to comply with the listing requirements of the respective exchanges.

·???????? Securities and Exchange Board of India (SEBI):

As the regulatory authority for securities markets in India, SEBI approves and regulates the IPO process. The company needs to file its prospectus with SEBI, and SEBI reviews and provides necessary approvals.

·???????? Bankers to the Issue:

Banking Institutions: These institutions handle the collection of funds from investors during the IPO process.

·???????? Financial Advisors:

companies often hire financial advisors to provide strategic financial advice during the IPO process.

·???????? Public Relations (PR) and Marketing Teams:

These teams are responsible for managing the communication and promotion of the IPO to the public and potential investors.

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NOTE: It's important to note that the specific individuals and entities involved may vary based on the size and nature of the IPO.

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4.?????? DOCUMENTATION FOR IPO

·???????? Draft offer document x 5 copies

·???????? BOD resolution - authorising issue of? securities

·???????? Shareholders’ resolution – authorizing issue of securities

·???????? MOA and AOA

·???????? PAN, TAN, Bank Account Number,Passport Number of Promoters.

·???????? Printed Balance Sheets, P&L Accounts and Cash Flow Statements for preceding 5 years

·???????? Copy of letter vide which draft Offer Document filed with SEBI

·???????? The company has appointed <name >as compliance officer in term of Regulation 23(8) of SEBI (ICDR) Regulations, 2018 and his contact details

·???????? Name of exchange proposed to be designated by the Co. as Lead exchange

·???????? Copy of Form 32/DIR 12 filed with ROC for appointment of directors and CS

·???????? Confirmation from Issuer Co. and

·???????? ?Lead Manager(s) confirming:

-Company complies with all eligibility criteria of the Exchange;

-No restrictive clauses in AOA;

-Provisions of MOA & AOA are not inconsistent with clauses of Listing agreement or other applicable law.

·???????? Certificate from statutory auditor/ PCA certifying compliance of conditions of Corporate Governance as per SEBI (LODR) Regulations, 2015

·???????? Confirmation from ?Lead Manager(s) that applicant Company is eligible to make an issue under SEBI (ICDR) Regulations, 2018 and is in compliance with Regulation 5 and 7 of said regulations.

·???????? Undertaking form BRLM(s) / Lead

·???????? Manager(s) confirming that the draft

·???????? offer document contains:

a. All material disclosures which are true and adequate to enable the applicants to take an informed ??????????????? investment decision.

b. All the disclosures that are specified under the Companies Act, 2013; and

c. All the disclosures that are specified under Part A of Schedule VI of the SEBI (ICDR) Regulations, 2018.?

·???????? Undertaking from MD/ CS/Compliance Officer stating: “We hereby confirm that the company or its promoters or WTD are not in violation of provisions of SEBI Delisting Regulations, 2021.”

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