SME IPO : PROCESS CHECKLIST

1. Conversion of entity into Company (if applicable) T

2. Preparation of Documents for conversion and submission to ROC for approval T+7
i.e. Alteration of Memorandum, Articles & filing of necessary forms for
appointment of aforesaid directors
3. ROC approval accorded for conversion T+9
4. If existing Company (no conversion required), convene Board Meeting for the T
following:
a. Increase Authorised capital
i. If AOA has enabling provision to increase Authorised Capital: T+7
 Call for an extraordinary general meeting of the shareholders of
the company by sending a notice with clear agenda, explanatory
statements and the resolutions to be passed to alter the
Memorandum of Association and Articles of Association which
are to be altered for the purpose of increasing the authorised
share capital
 Pass resolution at the AGM/EGM
 Filing the e- form SH7 with Roc by paying the requisite fee
 Inform and update the ROC with authorised capital increase
 Check ROC for updated Capital limit
ii. If AOA DOES NOT enable increase of Authorised Capital:
 Pass resolution in the Board Meeting
 Filing the e- form SH7 with Roc by paying the requisite fee
 Submit documents to ROC for altering AOA to increase
Authorised Capital to new limit
 Check ROC for updated Capital limit
b. Dematerialise shares T+45

i. Pass a Board resolution

ii. Apply to NSDL or CDSL (DP) for opening Demat Account.

iii. DP gives a Dematerialization Request Form (DRF), to be filled in and

deposited along with share certificates. On each share
certificate, 'Surrendered for Dematerialization' needs to be
mentioned.
iv. The DP needs to process this request along with the share certificates
to the company and simultaneously to registrars and transfer agents
through the depository
v. Once the request is approved, the share certificates in the physical
form will be destroyed and a confirmation of dematerialization will be
sent to the depository
vi. The depository will then confirm the dematerialization of shares to
the DP. Once this is done, a credit in the holding of shares will reflect
in the investor's account electronically.
vii. Demat process takes about 15 to 30 days after the submission of DRF

c. Appointment of Managing Director, Whole Time Director, Independent T+14

Directors (50% of Board to be independent directors). Deciding about
 their pay, sitting fees etc.
d. Constitution of committees including Audit, Shareholder Grievance and T+17
Payments. 
e. Issue of shares through Preferential Allotment or SME IPO. Discuss: T+10

i. Listing Norms, Eligibility (if IPO)

ii. Legal Compliance required and status

iii. Object of Fundraise

iv. Amount of Fundraise

v. Valuation

5. Post Board Approval: T+5

a. Appoint Full-Time CS
b. Appoint Merchant Banker
6. Fix date for AGM/EGM to get resolution of listing passed by shareholders T+15
7. In consultation with Merchant Bankers: T+11
a. Appoint Intermediaries such as:
b. Underwriters
c. Market Makers
d. Bankers
e. Printers
f. Registrar & Transfer Agents
g. PR Agency (for minimum mandatory ads)
h. Legal Advisors
i. Peer review Auditors
8. Submission of Master Creation Form with NSDL/CDSL for establishing T+11
connectivity
9. Modify website- add Code of Conduct, Investor Relation and other Listing T+10
related requirements
10. Signing of Tri-Partite Agreement with NSDL & CDSL and receipt of ISIN T+24
11. Preparation of Project Report and Draft Red Herring Prospectus (DRHP) / T+33
Prospectus
12. Get DRHP vetted by Legal Advisor T+38
13. Approach stock exchange for In-principle approval and File DRHP for hosting T+40
with SEBI
14. Visit to registered office of the Company by BSE officials and promoters T+60
interview with Listing Advisory Committee
15. Obtain In-principle approval from SEBI T+75
16. File approved DRHP with ROC for final approval T+80
17. ROC approves and document declared RHP. File RHP with SEBI and Stock T+87
exchange
18. Issue Opens- Inform dates of IPO opening & closing to exchange T+90
19. Advertise Issue to public T+93
20. Issue Closing- ensure full subscription, obtain Banker and Registrar reports for T+93
the same
21. Finalization of Basis of Allotment by RTA & submit to the Stock exchange T+96
22. RTA & Issuer to process corporate action to carry out lock-in for pre-issue T+96
 capital held in depository system.
23. Filing of corporate action form with NSDL & CDSL and demat credit of shares T+97
24. Filing of listing application with the Stock exchange to give listing and trading T+98
permission.
25. Post Issue Advertisement in a English, a Hindi and a Bengali Newspaper with the T+98
wide circulation within 10 days of completion of all activities.
26. Receipt of trading approval from Stock exchange T+99