IPO Preparation Checklist
The definitive institutional due diligence framework covering all four critical pillars required before filing DRHP with SEBI and Stock Exchanges (NSE Emerge & BSE Mainboard).
Corporate & Constitutional Records
Secretarial Clean-up, Public Conversion & Cap Table Demat
MOA / AOA (Memorandum & Articles of Association)
Comprehensive amendment of Articles of Association to remove private company restrictions (transfer restraints, call on shares, pre-emption). Expansion of Authorized Capital clause (SH-7) to accommodate proposed public issue. Sanction of borrowing power thresholds under Section 180(1)(c).
- Articles aligned with stock exchange listing requirements and model public AOA.
- Compulsory dematerialization clauses for 100% equity aligned with NSDL/CDSL bylaws.
- Explicit power enabling buybacks, bonus issues, and issuance of depository receipts.
Incorporation Documents & Secretarial Filings
Original Certificate of Incorporation (CoI) and fresh Certificate issued by the Registrar of Companies (RoC) upon conversion from Private Limited to Public Limited company. Full repository of past RoC forms and statutory registers.
- Fresh Certificate of Incorporation consequent upon conversion to Public Ltd (Form INC-27).
- Historical MCA filings up to date: MGT-14 (EGM/Special Resolutions), PAS-3 (Allotments), SH-7.
- Statutory Registers maintained: Members (MGT-1), Directors/KMP, Charges, Related Party Contracts (MBP-4).
Shareholding Records & Cap Table Audit
Complete chronological history of equity allotments since inception with banking proof of capital inflow. Unwinding complex cross-holdings, execution of bonus issues to right-size face value, and 100% promoter dematerialization.
- Audited cap table tracing every share issue, rights offer, bonus issue, and split to bank credit.
- 100% Promoter shareholding dematerialized and free from unapproved pledges or third-party encumbrances.
- ESOP scheme alignment with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations.
Board Resolutions & Committee Constitutions
Formal corporate governance restructuring: reconstitution of the Board of Directors to meet 50% Independent Director mandates, induction of at least one Independent Woman Director, and chartering statutory board committees.
- Board and EGM Special Resolutions approving IPO exploration, fresh raise, and BRLM appointments.
- Charter of Audit Committee (2/3rd independent), Nomination & Remuneration Committee (100% non-executive).
- Formal Code of Conduct, Insider Trading Prohibition, and Whistleblower Policies adopted by board.
Financial & Debt Information
Audited Statements, IndAS Restatements & Borrowing Covenants
Audited Financial Statements & IndAS Restatements
Restated audited Balance Sheets, Profit & Loss accounts, and Cash Flow statements for the preceding 3 to 5 financial years prepared strictly under IndAS / Indian GAAP with an Auditor Examination Report.
- Auditor Examination Report issued by a Peer-Reviewed Chartered Accountant holding valid ICAI certificate.
- Harmonization and elimination of non-recurring, exceptional, or related-party transactions in restated figures.
- Reconciliation statement between reported standalone financial statements and IndAS restated financials.
Tax Records & Statutory Reconciliations
Income tax returns, tax audit reports (Form 3CD), transfer pricing reports (Form 3CEB), and comprehensive GST annual reconciliations (GSTR-9/9C) demonstrating zero hidden tax exposure.
- Income tax assessment orders, intimation under Section 143(1), and pending tax demands register.
- Complete turnover reconciliation between GST monthly GSTR-1/3B portals and audited balance sheet revenues.
- Status of pending direct and indirect tax disputes, appeals before CIT(A), ITAT, or High Court.
Bank Statements & Cash Flow Verification
Bank statements for all operating accounts, cash credit (CC), overdraft (OD), and term deposit accounts for the preceding 12 to 24 months. Direct bank balance confirmation certificates.
- Bank balance certificates and drawing power certifications from all consortium/lending banks.
- Reconciliation of cash book entries against bank debits and credits without unexplained journal adjustments.
- Verification of statutory dues payments (TDS, GST, PF, ESIC) directly from bank statements.
Debt Information, Charges & Lender NOCs
Itemized schedule of secured and unsecured borrowings: lender details, interest rate, repayment tenure, and debt covenants. Written No-Objection Certificates (NOCs) from lending banks for public offering.
- RoC Register of Charges (CHG-1) and Satisfaction of Charges (CHG-4) for all cleared borrowings.
- Written NOCs from consortium lenders approving equity restructuring, DRHP filing, and public dilution.
- Promoter personal guarantee schedules and planned substitution or release protocols post listing.
Legal & Statutory Clearances
Material Contracts, Litigation Registry, IP & Environmental Consents
Material Commercial Contracts
Fully executed written contracts with Top 10 customers and Top 10 vendors (representing the vast majority of enterprise revenue and procurement). Registered title deeds and long-term commercial lease deeds.
- Key customer agreements verified for termination clauses, penalty exposure, and assignment rights.
- Registered long-term lease deeds or free-hold title deeds for factories, corporate HQ, and warehouses.
- OEM agreements, technology transfer pacts, exclusive dealerships, and major supplier tie-ups.
Litigation Information & Dispute Registry
Court searches and dispute registry covering civil suits, criminal complaints, consumer disputes, labor claims, arbitration proceedings, and tax litigations involving the company, promoters, or directors.
- Exhaustive litigation repository covering District Courts, High Courts, Supreme Court, NCLT, and DRT.
- Quantification of total financial contingent liability with independent legal counsel opinions.
- Written confirmation that no winding-up petitions, insolvency filings, or economic offenses are pending.
IP Documents (Trademarks, Patents & Copyrights)
Certificates of registration for corporate brand name, logos, product trademarks, software copyrights, and patents. Written assignment deeds transferring founder-created IP to the corporate legal entity.
- Valid Trademark Registration Certificates under relevant classes with no pending cancellation actions.
- Formal IP Assignment Agreements ensuring all founder/employee created technology belongs to the company.
- Domain name ownership registered directly in the corporate name with active WHOIS verification.
Regulatory Approvals & Operating Licenses
Statutory approvals, industry licenses, and environmental consents required to operate factories, offices, and commercial facilities without operational disruption.
- Valid industrial licenses, Factories Act licenses, and local municipal corporation trade licenses.
- Pollution Control Board Consent to Establish (CTE) and Consent to Operate (CTO) for manufacturing units.
- Sectoral licenses: FSSAI, CDSCO, RBI NBFC, PESO, BIS, or DGFT Import-Export Code (IEC).
Business & Promoter Diligence
Market Projections, Objects of Issue & Promoter Background Check
Comprehensive Business Plan & Objects of the Issue
Detailed 3 to 5-year financial model with projected capacity utilization, revenue, EBITDA, and working capital. Specific itemization of public issue proceeds with independent engineer cost appraisals.
- Itemized Objects of the Issue: Capex breakdown with independent quotations and civil estimates.
- Working capital margin justification certified by statutory auditors or lead bankers.
- General Corporate Purposes (GCP) allocation strictly capped within statutory 25% SEBI ceiling.
Independent Industry Analysis & Market Research
Commissioned independent industry research report from an accredited agency (CRISIL, CARE, Technopak) establishing addressable market scale (TAM/SAM), industry tailwinds, and competitive strengths.
- Third-party accredited industry report analyzing addressable market growth and future demand trends.
- Peer group financial benchmarking matrix: Revenue growth, EBITDA margins, RoCE, RoNW, and P/E ratios.
- Clear articulation of competitive moats, entry barriers, and proprietary technology advantages.
Customer & Supplier Concentration Analysis
Analysis of customer and vendor concentration profiles, contract renewals, historical customer churn rates, and aging analysis of trade receivables.
- Customer revenue concentration: Breakdown of Top 5 and Top 10 clients over the past 3 financial years.
- Supplier dependency analysis: Single-source vendor mitigation plans and raw material availability.
- Order book backlog value certified by statutory auditors or practicing chartered engineers.
Promoter Information & KYC Verification
Comprehensive dossier on individual and corporate promoters: KYC documents (PAN, Aadhaar/Passport, DIN), net worth certificates, credit bureau reports (CIBIL), and group company mapping.
- Net worth certificates certified by practicing Chartered Accountants for all individual promoters.
- Promoter Group mapping: Disclosures of all group entities, cross-holdings, and Related Party Transactions.
- Written affidavits confirming promoters are not Wilful Defaulters or Fugitive Economic Offenders.
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