An initial public offering (IPO) refers to the process of offering shares of a private corporation to the public in a new stock issuance for the first time
2. GOING PUBLIC
Overview
q An Initial Public Offering (“IPO”) transforms a business
from a privately owned and operated entity into one that
is owned by public shareholders
q An IPO is a significant stage in the growth of many
businesses, as it provides them with access to the public
capital market and also increases their credibility and
exposure
q The Company commits substantial resources to the IPO
process and build the quality management team, robust
financial and business infrastructure, corporate
governance and investor relations strategy that will
attract the right investors
q On the journey of transformation of a private company
into a public company, success depends a great deal on a
coordinated team effort by the internal management and
the advisory team.
Affluence CA and CS team provides FINE
BALANCE to the Company (Finance and
Accounts, CS and Legal team) by shouldering
the responsibilities to provide bundle of
information and documentations and
certificates to several agencies/intermediaries
involved in this time sensitive journey.
3. KEY REGULATORY FRAMEWORK IN IPO
q Chapter III (Section 23-40) read with
Companies (Prospectus & Allotment
of Securities) Rules, 2014
q Issue of Further Securities
Companies Act
q SEBI (ICDR) Regulations 2018
(Chapter II read with para A of
Schedule VI)
q Securities Contracts (Regulations)
Rules 1957 (SCRR)
q SEBI (LODR) Regulations 2015 i.e.
Listing Regulations
q SEBI (PIT) Regulations 2015
q Depositories Act & Regulations
Securities Law
q Income Tax Act 1961 – Capital Gain
Tax (Section 45, 48, 111A, 112, 112A
etc.)
q Securities Transaction Tax (STT)
q Stamp Duty Act & Rules
q FEM (Non-Debt Instruments) Rules,
2019 read with RBI Master direction
on FDI
Fiscal & FOREX LAWs
4. IPO PROCESS FLOW
Company Listing of securities on the Exchange
Monies transferred to the Bank
Listing
Appointment of
BRLM’s
q Approve basis of allotment from
Stock Exchange
q Allotment by the Board
q Refund money and credit of
shares
q Payment of commission
q File listing application
Investors bid
for shares
Filing of
Prospectus
with RoC
Pricing & Allocation
q Bids received from investors
are entered in the online
system
q Book is analysed after the Book
has been built
q To execute underwriting
Agreement
BRLM conducts due diligence
q Understand the revenue model
q Identify key selling points
q Build case for valuation
q Make the company “IPO
Ready”
q Identify key concerns
SEBI
Comments
Pre-
marketing
Drafting / Filing of DRHP Roadshows
q Good disclosures about
business strategy, objects,
management and financial
condition
q Emphasize key marketing
highlights of the equity story
q Articulate positioning
q 1-on-1 meetings arranged with
institutional investors
q Group presentations made for
retail investors
q Signing of Syndicate Agreement
& Escrow Agreement
q Transfer of shares to Escrow A/c
q Filing of RHP with ROC
5. INDICATIVE IPO TIMELINE
T T + 5 T + 10 T + 60 T + 61 T + 62
T + 146 T + 145 T + 130 T + 129 T + 122 T + 77
T + 161 T + 162 T + 163 T + 168 T + 177 T + 180
Board Meeting
to approve issue
Kick off meeting Research
Presentation
Due Diligence &
Drafting
Publication of
Research Report
File DRHP with
SEBI + SE
In-principle
approval from
SEs
Receive SEBI
comments on
DRHP
Incorporate SEBI
comments in RHP
File RHP with
SEBI
Receive SEBI go-
ahead to RHP
File RHP with ROC
Roadshows Anchor Investor Issue Opens Issue closes Allotment Transfer funds from
Public Issue A/c to
Company / Offeror A/c
Note: Timelines may alter depending on preparedness of the Company, Market sentiments (secondary and primary) & SEBI & SE clearance
#Price band to announced at least five working days before the opening of the bid
6. HOW CAN AFFLUENCE HELP?
As “Go to Guy”, we shoulder all the work responsibilities with the Company team to complete the time bound task.
Legal
Counsels
IPO Grading
Agency
Registrars
Escrow
Bankers
Printers
Advertising
Agency
BRLM
Issuer
Company
Book Runners’
Legal Counsel
Broker /
Syndicate
Auditors
SCCBs
Affluence
Arrangement Co-ordination
8. IPO Execution
q Finalize the timetable
q Assist in due diligence activities
including collation of materials,
data room management and
coordinating with all the Parties
q Address due diligence issues
q Co-ordination and execution
support, status updates, key
action areas, attending
observations of documents
q Assist in preparation of Restated
Financial Information
q Collation of other financial
information, key performance
indicators in relevant formats
q Guidance on Accounting Policies
and Assistance on Accounts
closing
q Providing relevant information
for drafting the offer document
q Obtaining internal and external
approvals, statutory filings and
disclosures.
SERVICE OFFERINGS
q Support strategic initiative
and pre IPO transactions eg,
acquisition or group
restructuring
q Establish financial reporting
procedures
q Address ownership and tax
issues
q Adopt leading corporate
governance practice and
reporting process
IPO Evaluation
q Deciding the tentative time
line
q Address Compliance related
issues
q Documentation and filing
for Restructuring of the
Board and committees
q Start building business plan
and financial model
q Implement financial
reporting procedure
IPO Planning Post issue compliances
q Advise on compliance with
the requirements of the board
of directors and the audit
committee
q Advise on Corporate
Governance requirements in
respect of the listed entity and
its subsidiaries
q Guidance and support for
disclosure of financial
information and results
q Provide ICDR and other
compliance checklist to
ensure compliance with
listing agreements
10. This Profile is strictly confidential and has been prepared exclusively for recipient. It should not be used, reproduced or circulated for any other purpose, in whole or in part, without the prior written
consent of Affluence Advisory Pvt Ltd. Such consent will only be given after full consideration of the circumstances at the time.
Thank You
Affluence Advisory Private Limited
503-504, K L Accolade, 6th Road, Santacruz (East)
Mumbai 400 055, 022 26102465 | 022 26116901
Email : contact@affluence.net.in Web : www.affluence.net.in