Dear Professional Colleague

A TASK LIKE IPO IS USUALLY HANDLED BY PERSONS HAVING EXPERT KNOWLEDGE IN THE SUBJECT, NAMELY, THE COMPANY SECRETARY, MERCHANT BANKER, AUDITORS, LEGAL CONSULTANTS, ETC ... THEY HAVE THEIR OWN CHECKLISTS RUNNING INTO MINUTE DETAILS TO PLAN FOR EACH STEP IN AN IPO AND THEY MAY NOT RELY ON WHAT IS DETAILED BELOW.THIS IS JUST AN ATTEMPT (MAY NOT BE THE ORIGINAL AND ONLY ONE) TO PROVIDE A LIST OF IMPORTANT STEPS INVOLVED IN THE IPO PROCESS. THOUGH ALL THE CARE HAS BEEN TAKEN BUT I WOULD REQUEST OUR PROFESSIONAL COLLEAGUE TO UPDATE THEMSELVES WITH THE EXISTING RULES AND REGULATIONS.

AN IPO IS A PROCESS INVOLVING VARIOUS STEPS. THE DETAILS ARE GIVEN BELOW:

VERIFY WHETHER COMPANY IS ELIGIBLE TO MAKE AN IPO

Initial Public Offering (IPO) is when an unlisted company makes either a fresh issue of securities or an offer for sale of its existing securities or both for the first time to the public. This is followed by listing and trading of the company's securities.

Before proceeding with the task the first step is to verify whether the company is eligible to make a initial public issue. Take care to ensure that the eligibility norms laid down in Chapter II of SEBI (Disclosure and Investor Protection) Guidelines, 2000 are complied with.

A check list is given to ascertain the position.

The following categories are exempt from complying with aforesaid eligibility norms, namely,1. Private Sector Banks2. Public Sector Banks3. Infrastructure companies whose project has been appraised by a PFI or IDFC or IL&FS or a bank which was earlier a PFI and not les than 5% of project cost is financed by any of these institutions.

It is advisable to obtain a certificate from the auditors of the company indicating the eligibility of the company to make an IPO.

CHECK LIST TO VERIFY WHETHER THE COMPANY IS ELIGIBLE TO MAKE AN IPO

An unlisted company may make an initial public offering (IPO) of equity shares or any other security which may be converted into or exchanged with equity shares at a later date, only if it meets all the following conditions, namely,

1. The company has not been prohibited from accessing the capital market by an order of SEBI

2. The company has net tangible assets of at least Rs. 3 crore in each of the preceding 3 full years (of 12 months each), of which not more than 50% is held in monetary assets:

Provided that if more than 50% of the net tangible assets are held in monetary assets, the company has made firm commitments to deploy such excess monetary assets in its business/project;

3. The company has a track record of distributable profits in terms of section 205 of the Companies Act, 1956, for at least three (3) out of immediately preceding five (5) years;[Note: Extra ordinary items shall not be considered for calculating distributable profits in terms of Section 205 of Companies Act, 1956]

4. The company has a net worth of at least Rs. 1 crore in each of the preceding 3 full years (of 12 months each);

5. In case the company has changed its name within the last one year, at least 50% of the revenue for the preceding 1 full year is earned by the company from the activity suggested by the new name; and

6. The aggregate of the proposed issue and all previous issues made in the same financial year in terms of size (i.e. offer through offer document + firm allotment + promoters' contribution through the offer document), does not exceed five (5) times its pre-issue networth as per the audited balance sheet of the last financial year.)

7. A company not complying with any of the conditions, namely 2 to 6 specified above may make an initial public offering (IPO) only if it meets both the conditions (a) and (b) given below:

(a)(i)The issue is made through the book-building process, with at least 50% of the issue size being allotted to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.

OR

(a)(ii)The ''project'' has at least 15% participation by Financial Institutions/ Scheduled Commercial Banks, of which at least 10% comes from the appraiser(s). In addition to this, at least 10% of the issue size shall be allotted to QIBs, failing which the full subscription monies shall be refunded

AND

(b)(i) The minimum post-issue face value capital of the company shall be Rs. 10 crore

OR

(b)(ii) There shall be a compulsory market-making for at least 2 years from the date of listing of the shares subject to the followings.(a) Market makers undertake to offer buy and sell quotes for a minimum depth of 300 shares;(b) Market makers undertake to ensure that the bid-ask spread (difference between quotations for sale and purchase) for their quotes shall not at any time exceed 10%:(c) The inventory of the market makers on each of such stock exchanges, as on the date of allotment of securities, shall be at least 5% of the proposed issue of the company)

8. There are no outstanding financial instruments or any other right which would entitle the existing promoters or shareholders any option to receive equity share capital after the initial public offering

9. All the existing partly paid-up shares have been fully paid or forfeited in the manner laid down in clause 8.6.2 of Chapter VIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000

10. Firm arrangements of finance through verifiable means towards 75% of the stated means of finance, excluding the amount to be raised through proposed Public/Rights issue, have been made.

11. A company shall not make an allotment pursuant to a public issue unless the prospective allottees are not less than one thousand (1000) in number.

VERIFY WHETHER THERE IS ADEQUATE UNISSUED EQUITY CAPITAL IN THE AUTHORISED CAPITAL

The next step is to check whether the authorised share capital of the company is adequate or whether it has to be increased to accommodate the proposed public issue of equity shares.

If the present authorized capital is not adequate to accommodate the proposed public issue, then it has to be increased.

DETERMINE QUANTUM OF ISSUE, PROMOTERS CONTRIBUTION, PRICING AND OTHER FACTORS

Before the proposal is placed before the Board of Directors of the Company, determine various factors affecting the IPO, namely,

I. Quantum of shares to be issued

Rule 19(2)(b) of Securities Contracts (Regulation) Rules, 1957 provides guidelines to be followed in determining the number of shares to be issued to the public which are as follows, namely, 1. At least 10% of securities should be offered to the public for subscription subject to the following conditions, namely,(a) Minimum 20 lakh securities (excluding reservations, firm allotment and promoters’ contribution) were offered to the public;(b) the size of the offer to the public i.e. the offer price multiplied by the number of securities offered to the public was minimum Rs. 100 crores; and(c) the issue was made only through book building method with allocation of 60% of the issue size to the qualified institutional buyers as specified by the Securities and Exchange Board of India:

2. If the company does not fulfill condition 1 above, it shall offer at least 25% of securities to the public

Note1: The securities which are taken or are agreed to be taken up by following entities shall not form part of the ten per cent or twenty five per cent of the securities, as the case may be, to be offered to the public,i. Central Government, ii. State Government, iii. Development or investment agency of a State Government, iv. Industrial Development Bank of India, v. Industrial Finance Corporation of India, vi. Industrial Credit and Investment Corporation of India Limited, vii. Life Insurance Corporation of India, viii. General Insurance Corporation of India and its subsidiaries, namely, the National Insurance Company Limited, the New India Assurance Company Limited, the Oriental Fire and General Insurance Company Limited and the United Fire and General Insurance Company Limited or Unit Trust of India.

3. The above conditions do not apply to an infrastructure company exempted from complying with the eligibility norms prescribed in Chapter II of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

4. The company is free to make reservations and/or firm allotments to various categories of persons for the remaining of the issue size. The guidelines for

reservations and firm allotment are laid down in clause 8.3.4 of Chapter VIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

II. Pricing of the issueThe company may freely price its issue of equity shares subject to the conditions laid down in Chapter III of SEBI (Disclosure and Investor Protection) Guidelines, 2000 dealing with pricing by companies issuing securities.In determining the price the basis of price given in clause 6.8.4.11 of Chapter VI of SEBI (Disclosure and Investor Protection) Guidelines, 2000 shall be taken into account. III. Promoters' Contribution: In determining the promoters' contribution the guidelines laid down in Part I of Chapter IV of SEBI (Disclosure and Investor Protection) Guidelines, 2000 have to be complied with.

IV. Lock in RequirementsThe promoters' contribution shall be subject to lock in as laid down in Part II of Chapter IV of SEBI (Disclosure and Investor Protection) Guidelines, 2000

V. Project reportPrepare a project report and arrange appraisal of the project by a financial institution or bank lead manager and decide on the feasibility of the project.

VI. Means of FinanceFirm arrangements of finance through verifiable means towards 75% of the stated means of finance , excluding the amount to be raised through proposed Public issue should be made. (Please See clause 2.8 Chapter II of SEBI (Disclosure and Investor Protection) Guidelines, 2000)

VII. Book Building optionIf the company proposes to issue capital by book building, the guidelines for book building as laid down in Chapter XI of SEBI (Disclosure and Investor Protection) Guidelines, 2000) are required to be complied with.

CHECK WHETHER APPROVALS AND CLEARANCES HAVE BEEN OBTAINED FOR THE PROJECT

1. Check whether approval from Secretariat for Industrial approvals (SIA) has been obtained for licensed items or MOU has been filed with SIA in case of items not requiring licensing.2. Check whether approval of FIPB/RBI has been obtained in case of foreign collaboration.3. Check whether necessary clearances have been obtained from the Electricity Board sanctioning power, Water and Sewage Board and Pollution Control Board.

HOLD BOARD MEETING

A Board Meeting may be convened to approve the following matters namely,

1. increase in authorized capital

2. issue of equity shares to the public

3. notice of extraordinary general meeting to consider issue of equity shares and allied matters.

4. authorizing the Managing Director and Secretary to comply with the formalities involved in the public issue

5. amendments to be made to the Articles of Association to comply with the requirements laid down in Rule 19(2)(a) of Securities Contracts (Regulation) Rules, 1957.

6. amendment of object clause in Memorandum of Association, if necessary.

A Board Meeting can be called by any of the directors or by the Manager or the Secretary on the requisition of any of the directors. Please check if there is any specific different method prescribed by the Articles of Association of the Company. The aforesaid matters may be approved by means of resolution passed at the Board meeting.

Specimens of resolutions to be passed at Board Meeting are given which may be used with such changes as may be considered appropriate.

SPECIMEN OF BOARD RESOLUTION

RESOLVED that subject to the consent of the shareholders in terms of Section 81(1A) of the Companies Act, 1956, pursuant to the guidelines issued by Securities Exchange Board of India (hereinafter referred to as ''SEBI'') and other applicable provisions, if any, of the Companies Act, 1956 and approvals, if any, of Reserve Bank of India and other authorities, consent be and is hereby accorded to the company to make a initial public issue of equity shares of Rs each at Rs each aggregating to Rs and that such share be offered to any person, whether a member of the company or not.

FURTHER RESOLVED that the said equity shares be offered to the public on the terms and conditions contained in the draft prospectus to be finalized by the company in consultation with lead managers to the issue and based on the recommendations of SEBI, Stock Exchanges and Registrar of Companies.

FURTHER RESOLVED that the Equity Shares issued as aforesaid shall rank pari passu with the existing Equity Shares of the Company in all respects.

FURTHER RESOLVED THAT an Extraordinary General Meeting of the Company be called on (date) at (time) at (place) to discuss and decide on the matters specified in the notice of the proposed meeting, a draft copy of which (including the Explanatory statement annexed thereto) is placed before the meeting and the same be and is hereby approved. The Chairman and / or Mr/Ms , Director of the Company be and are hereby authorised to make such changes in the draft copy of the notice as may be necessary''

FURTHER RESOLVED THAT Mr / Ms , Secretary / Director of the Company, be and is hereby authorised to send the Notice to 1. members2. legal representatives of the deceased or insolvent members3. auditors of the Company.4. directors5. any other person or institution to whom notice has been agreed to be given.

FURTHER RESOLVED THAT Mr / Ms , Managing Director and Mr/Ms , Secretary be and are hereby severally authorized to take necessary steps for the preparation of prospectus, appointment of agencies and intermediaries such as lead managers, registrars, bankers, underwriters and to coordinate with them and statutory authorities like SEBI, Registrar of Companies, Reserve Bank of India and Stock Exchanges.

FURTHER RESOLVED THAT Mr / Ms , Managing Director and Mr/Ms , Secretary be and are hereby severally authorized to take necessary steps for complying with all the formalities relating to the initial public issue of equity shares.

GIVE NOTICE OF EXTRAORDINARY GENERAL MEETING

The proposal to make an initial public offer of equity shares requires the approval of the company in a general meeting by special resolution pursuant to Section 81(1A) of the Companies Act, 1956.[Note: Where no such special resolution is passed, but, if the votes cast (whether on a show of hands, or on a poll, as the case may be) in favour of the proposal (including the casting vote, if any of the Chairman) by members who vote in person or by proxy, exceed the votes, if any, cast against the proposal by members so voting, the proposal requires the approval of Central Government.]

A specimen of the notice of Extraordinary General Meeting is given which may be used with such changes as may be considered appropriate.

The Notice has to be issued to 1. members2. legal Representatives of the deceased or insolvent members3. auditors of the Company.4. directors5. any other person or institution to whom notice has been agreed to be given.

SPECIMEN OF EGM NOTICE

Company Name Registered Office address Date:

NOTICE

NOTICE is hereby given that the an Extraordinary General Meeting of the Company will be held at (Time) on (Date), at (Place) to transact the following special business:

To consider and if thought fit, to pass, with or without modification, the following Resolution as Special Resolution:

RESOLVED that subject to Section 81(1A) of the Companies Act, 1956, pursuant to the guidelines issued by Securities Exchange Board of India (hereinafter referred to as ''SEBI'') and other applicable provisions, if any, of the Companies Act, 1956 consent be and is hereby accorded to make a initial public issue of equity shares of Rs each at Rs each aggregating to Rs and that such share be offered to any person, whether a member of the company or not.

FURTHER RESOLVED that the Equity Shares issued as aforesaid shall rank pari passu with the existing Equity Shares of the Company in all respects.

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON HIS BEHALF ONLY ON A POLL AND SUCH PROXY NEED NOT BE A MEMBER. THE PROXY FORMS, DULY STAMPED (30 PAISE) AND COMPLETED SHOULD REACH THE REGISTERED OFFICE OF THE COMPANY AT LEAST 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.

2. A Proxy Form is enclosed for use, if necessary, by the member.

3. The Explanatory Statement pursuant to Section 173(2) of the Companies Act, 1956 relating to the special business is annexed hereto.

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

The Company is planning to implement a new project which is estimated to cost Rs . (Here give brief details of the project)As per the scheme of finance finalized and approved in-principle by give name of financial institution) a sum of Rs is proposed to be raised by the issue of equity shares of Rs each at Rs and the balance would be financed through a term loan from . The management also feels that to gain recognition in the global market the company has to get listed in the Stock Exchanges.

The proposal to make an initial public offer of equity shares requires the approval of the company in a general meeting by special resolution pursuant to Section 81(1A) of the Companies Act, 1956. The directors recommend the resolution for approval.[Note: Where no such special resolution is passed, but, if the votes cast (whether on a show of hands, or on a poll, as the case may be) in favour of the proposal (including the casting vote, if any of the Chairman) by members who vote in person or by proxy, exceed the votes, if any, cast against the proposal by members so voting, the proposal requires the approval of Central Government.]

The equity shares proposed to be issued shall rank pari passu with the existing equity shares of the company and shall rank at par for the dividends to be declared from the financial year .

The project report pertaining to the proposed project is available for inspection at the registered office of the company.

#None of the directors (other than the managing director) or manager is interested in the resolution.#Mr/Ms , director / manager is interested in the subject matter of the resolution by reason of his/her (give reason)

#Strike out whichever is not applicable

PASS SPECIAL RESOLUTION AT EXTRAORDINARY GENERAL MEETING

Passing a Special Resolution at an Extraordinary General Meeting is required to be done by a majority of three-fourths of Members present in person and entitled to vote,

voting for the Resolution or when Poll is demanded and taken, by three-fourths of the total votes cast for the resolution. A specimen of the Resolution is given, which can be used with such changes as may be considered appropriate.

SPECIMEN OF SPECIAL RESOLUTION

RESOLVED that subject to Section 81(1A) of the Companies Act, 1956, pursuant to the guidelines issued by Securities Exchange Board of India (hereinafter referred to as ''SEBI'') and other applicable provisions, if any, of the Companies Act, 1956 consent be and is hereby accorded to make a initial public issue of equity shares of Rs each at Rs each aggregating to Rs and that such share be offered to any person, whether a member of the company or not.

FURTHER RESOLVED that the Equity Shares issued as aforesaid shall rank pari passu with the existing Equity Shares of the Company in all respects.

FILE RETURN WITH REGISTRAR OF COMPANIES

File Form No.23 of Companies (Central Government's) General Rules and Forms, 1956 with Registrar of Companies together with prescribed fee within 30 days of passing the Special Resolution, along with following annexures:

Copy of Special Resolution along with the explanatory statement certified as true by a director or officer authorised in this behalf.

GET MEMORANDUM & ARTICLES OF ASSOCIATION APPROVED BY STOCK EXCHANGES

Submit a copy of the Memorandum and Articles of Association with the regional Stock Exchange and obtain approval for the same.

APPOINT AGENCIES, INTERMEDIARIES AND CONSULTANTS

Decide on appointment of the following persons, namely,

1. Lead merchant banker/joint-merchant bankers,

A Merchant Banker shall not lead manage the issue if he is a promoter or a director or associate of the issuer company. However this is subject to exceptions as provided in clause 5.4.1.1 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000 dealing with Pre-Issue obligations

Enter into a Memorandum of Understanding (MoU) with the lead merchant banker in accordance with clause 5.3.1 and 5.3.2 of Chapter V of SEBI (Disclosure and Investor

Protection) Guidelines, 2000. The MoU shall be prepared as per the format prescribed in Schedule I to SEBI (Disclosure and Investor Protection) Guidelines, 2000

In case of there are more than one lead merchant banker, a inter-se allocation of responsibilities shall be prepared as per the format given in Schedule II to SEBI (Disclosure and Investor Protection) Guidelines, 2000.

2. Registrars to the issue [Fore more information please see clauses 5.4.3.3 and 5.4.3.4 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

3. Bankers to the issueThe Lead Merchant Banker shall ensure that Bankers to the Issue are appointed in all the mandatory collection centres[For more information please see clauses 5.4.3.2 and 5.9 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

4. Authorised collection agents[Please see clauses 5.10 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

5. Underwriters to the issue[Please see clauses 5.5 of Chapter V, clause 8.11 of Chapter VIII and clause 16.1.9 of Chapter XVI of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

6. Legal Advisors to the issue

The intermediaries shall be appointed in accordance with clause 5.4.3 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000The Lead Merchant Banker shall ensure that issuer companies enter into a Memorandum of Understanding with the intermediary (ies) concerned whenever required.

7. Compliance Officer

A compliance officer shall be appointed who shall directly liaise with the Board with regard to compliance with various laws, rules, regulations and other directives issued by the Board and investors complaints related matter.

Intimate to SEBI the name of the compliance officer soon after appointment. [clause 5.12 of Chapter V and clause 8.13 of Chapter VIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

ENTER INTO AN AGREEMENT WITH A DEPOSITORY

Enter in to an agreement with a depository for dematerialization of shares, both existing and proposed. An option shall be given to shareholders to receive share certificates or hold the shares in dematerialized form.

''Depository'' means a body corporate registered under Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996;

At present there two depositories in India, namely, National Securities Depository Limited (NSDL) and Central Depository Securities Limited (CDSL)[See clauses 2.1.5.1 of Chapter II and 5.14 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

PREPARE DRAFT PROSPECTUS

Provide necessary assistance and information to the Lead manager to draft the prospectus, memorandum containing the salient features of prospectus and the application form for public issue of equity shares. The draft prospectus should be finalized in consultation with the auditors of the company and legal advisors. Also prepare the abridged version of the prospectus.

The draft prospectus shall be prepared in accordance with the guidelines laid down in Section I of Chapter VI of of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000 and Schedule II to the Companies Act, 1956

The abridged prospectus shall be prepared in accordance with the guidelines laid down in Section II of Chapter VI of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

ARRANGE FOR DUE DILIGENCE

Provide copies of documents, certificates and undertakings required for due diligence by Lead Manager as laid down in Schedule III to SEBI (Disclosure and Investor Protection) Guidelines, 2000.

Obtain copies of material contracts and inspection documents pertaining to the issue.

The lead merchant banker shall exercise due diligence.

The standard of due diligence shall be such that the merchant banker shall satisfy himself about all the aspects of offering, veracity and adequacy of disclosure in the offer documents.

The liability of the merchant banker shall continue even after the completion of issue process.

[Please see clause 5.1 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000.]

The lead merchant banker shall prepare a due diligence certificate in accordance with Schedule III of SEBI (Disclosure and Investor Protection) Guidelines, 2000 and the same is required to be filed along with the draft prospectus with SEBI.

OBTAIN CERTIFICATE FROM AUDITORS

1 Obtain auditor's report on the accounts of the company relating to the profits or losses and assets and liabilities of the company as laid down in clause 6.10.2 of Section I of Chapter VI of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

2. Obtain a certificate from auditors on tax benefits available to the company and investors along with their consent for inclusion of same in the prospectus.

FILE DRAFT PROSPECTUS WITH SEBI

File draft prospectus with Securities and Exchange Board of India through the lead merchant banker atleast 21 days prior to the filing of Prospectus with the Registrar of Companies along with the following enclosures, namely,

1. Memorandum of Understanding (MOU) entered into by the company and lead merchant banker [see clause 5.3.11 of Chapter V]

2. Due diligence certificate as specified in Schedule III of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

3. Inter se allocation of responsibilities in the format specified in Schedule II to SEBI (Disclosure and Investor Protection) Guidelines, 2000.

4. Certificate from the Lead Merchant Banker that all amendments suggestion or observations made by Board have been incorporated in the offer document;

5. Undertaking by the company that transactions in securities by the `promoter' the 'promoter group' and the immediate relatives of the `promoters during the period between the date of filing the offer documents with the Registrar of Companies or Stock Exchangeas the case may be and the date of closure of the issue shall be reported to the Stock exchanges concerned within 24 hours of the transaction(s).

6. The issuer company shall submit to the Board the list of the persons who constitute the Promoters' Group and their individual shareholding.

The lead managers who are responsible for conducting due diligence exercise with respect to contents of the offer document, as per inter-se allocation of responsibilities shall sign due diligence certificate.

The lead merchant banker, shall pay requisite fee in accordance with regulation 24A of Securities and Exchange Board of India (Merchant Bankers) Rules and Regulations, 1992 along with draft offer document filed with the Board.

In filing the draft offer document the operational guidelines laid down in Chapter XVI of SEBI (Disclosure and Investor Protection) Guidelines, 2000 shall be complied with

FILE DRAFT PROSPECTUS WITH STOCK EXCHANGES

File draft prospectus with stock exchanges where the shares of the company are proposed to be listed at the time of filing draft prospectus with SEBI, along with the following information, namely,

1. the Permanent Account Number, 2. Bank Account Number and 3. Passport Number of the promoters

MAKE ARRANGEMENTS FOR ADVERTISEMENTS AND MAKING DRAFT PROSPECTUS PUBLIC

Making arrangements for advertisements and making the draft prospectus public involves the following aspects, namely,

1. Choosing the advertising agency2. Devising advertising strategy and approval of budget to cover advertisement expenses3. Finalise advertising material and ensuring that the same is in conformity with the contents of prospectus.4. Making copies of the draft offer document filed with the SEBI available to the public for a period of 21 days from the date of filing the offer document with the SEBI.5. Host the draft offer documents on the websites of the all the lead managers / syndicate members associated with the issue and also ensure that the contents of documents hosted on the websites are the same as that of their printed versions.6.Compliance with the guidelines on advertisement prescribed under Chapter IX of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

Lead merchant banker or stock exchanges may charge an appropriate sum to the person requesting for the copy of offer document.

OBTAIN CONSENTS TO BE INCLUDED IN PROSPECTUS

Obtain consent from the following persons, namely,1. Directors 2. Auditors3. Solicitors/advocates4. Managers to the Issue5. Registrar to the Issue6. Bankers to the Company 7. Bankers to the Issue and experts[Please see clause 6.12.11 of Section I of Chapter VI of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

The consents obtained shall be included in the final prospectus to be filed with SEBI and Registrar of Companies.

FINALISE UNDERWRITING ARRANGEMENTS

The following aspects are involved in finalizing underwriting arrangements, namely,1. Decide on the pattern of underwriting for the issue2. Send underwriting proposals to the proposed underwriters3. Obtaining underwriting letters duly signed along with stock exchange approval fro broker underwriters4. Finalise underwriting tie-ups

FILE NO COMPLIANTS CERTIFICATE WITH SEBI

The Lead Merchant banker shall after a period of 21 days from the date the draft offer document was made public, file a statement with SEBI:i) giving a list of complaints received by it,ii) a statement by it whether it is proposed to amend the draft offer document or not, and;iii) highlight those amendments.

OBTAIN OBSERVATION LETTER FROM SEBI AND FINALISE PROSPECTUS

Obtain observation letter from SEBI and finalise the prospectus incorporating the observations made by SEBI.

Please take care to comply with the guidelines prescribed under Chapter VI of SEBI (Disclosure and Investor Protection) Guidelines, 2000 and Schedule II to the Companies Act, 1956 dealing with contents of offer document

The Lead Merchant Banker shall ensure that the particulars as per audited statements contained in the offer document are not more than 6 months old from issue opening date. [see clause 8.12.1]

If in the draft offer document submitted to the Board, a price band as per the provisions of clause 3.5.1 of Chapter III of the Guidelines is mentioned, disclose suitable explanatory notes indicating the financial implications, if the price were to be fixed at different ranges within the price band approved by the company Board / General Body, in the offer document.[see clause 8.9.]

Power of attorney may be collected from each director for signing the prospectus and making amendments thereto in favour of the managing director or secretary of the company.

MAKE PRE-ISSUE ADVERTISEMENT

After receiving final observations on the offer document from SEBI, make an advertisement in an English National Daily with wide circulation, one Hindi National newspaper and a regional language newspaper with wide circulation at the place where the registered office of the issuer is situate, which shall be in the format and contain the minimum disclosures as given in Part A of Schedule XX-A of SEBI (Disclosure and Investor Protection) Guidelines, 2000

[see clause 5.6A of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

FILE INITIAL LISTING APPLICATION WITH STOCK EXCHANGES

File initial listing application with all the stock exchanges where the equity shares are proposed to be listed.

HOLD A BOARD MEETING

A Board Meeting may be held to 1. accept letters of underwriting2. approve, sign and authorize filing of prospectus3. authorize opening of accounts with bankers to the issue4. note the listing application filed with the stock exchanges

FILE FINAL PROSPECTUS WITH SEBI, ROC AND STOCK EXCHANGES

I. File the a copy of final prospectus with Registrar of Companies for registration along with form 62 of Companies (Central Government's) General Rules and Forms, 1956 having endorsed thereon or attached thereto,

1. any consent to the issue of the prospectus required by section 58 from any person as an expert;

2. a copy of every contract required by clause 16 of Schedule II to be specified in the prospectus, or, in the case of a contract not reduced into writing, a memorandum giving full particulars thereof; and

3. where the persons making any report required by Part II of Schedule II have made therein, or have, without giving the reasons, indicated therein, any such adjustments as are mentioned in clause 32 of that Schedule, a written statement signed by those persons setting out the adjustments and giving the reasons therefor.    The prospectus shall, on the face of it,-(a) state that a copy has been delivered for registration; and(b) specify any documents required by this section to be endorsed on or attached to the copy so delivered, or refer to statements included in the prospectus which specify those documents.

II. File the final prospectus with SEBI and stock exchanges where the shares of the company are proposed to be listed The lead merchant banker is required to furnish a fresh due diligence certificate to SEBI at the time of filing the prospectus with the Registrar of Companies as per the format specified at Schedule IV to SEBI (Disclosure and Investor Protection) Guidelines, 2000

Take care to ensure that in filing the draft offer document the operational guidelines laid down in Chapter XVI of SEBI (Disclosure and Investor Protection) Guidelines, 2000 shall be complied with

FILE IN PRINCIPLE APPROVAL OF STOCK EXCHANGES WITH SEBI

Obtain and furnish to the Board, an in-principle approval of the stock exchanges for listing of the securities within 15 days of filing of the draft offer document with the stock exchanges. [see sub-clause (iii) of clause 5.6.2]

PREPARE AND OBTAIN APPROVAL FOR ABRIDGED PROSPECTUS AND APPLICATION FORMS

Prepare draft of application forms and abridged prospectus and obtain the approval for the same from the designated stock exchange.

The abridged prospectus shall be as per the format prescribed in Form No 2A of Companies (Central Government's) General Rules and Forms, 1956 and in compliance with Section II of Chapter VI of SEBI (Disclosure and Investor Protection) Guidelines, 2000.

The Lead Merchant Banker shall ensure that:

i) Every application form distributed by the issuer Company or anyone else is accompanied by a copy of the Abridged Prospectus.ii) The application form may be stapled to form part of the Abridged Prospectus. Alternatively, it may be a perforated part of the Abridged Prospectus.iii) The Abridged Prospectus shall not contain matters which are extraneous to the contents of the prospectus.iv) The Abridged Prospectus shall be printed at least in point 7 size with proper spacing.v) Enough space shall be provided in the application form to enable the investors to file in various details like name, address, etc.[see clause 5.13 of Chapter V of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

Also obtain approval for announcement of prospectus from designated stock exchange.

MAKE ARRANGEMENTS FOR PRINTING & DISTRIBUTION OF PROSPECTUS, APPLICATION FORMS, ETC

This step involves the following aspects, namely,

1. Finalise the printers for prospectus, application forms

2. Approving clour scheme and layout ofi) prospectusii) postersiii) hoardingsiv) banners

3. approve artwork prepared for the following, namely,i) prospectus cover pageii) Application form for various categories

4. Arrange for printing of prospectus, application forms, posters, banners

5. Distribute printed prospectus, application forms, posters, banners, etc in advance as agreed upon, before the issue to the following persons, namely,i) Stock Exchangesii) Lead managers & co-managersiii) Brokersiv) Underwritersv) Company's officers

vi) bankers to the issue

6. Whenever there is a reservation for NRIs, dispatch 10 copies of the prospectus together with 1000 application forms, in advance of the issue opening date directly along with a letter addressed in person to Adviser (NRI), Indian Investment Centre, Jeevan Vihar Bldg., Sansad Marg, New Delhi - 110001.

7. Twenty copies of the prospectus and application forms shall be despatched in advance of the issue opening date to the various Investors Associations.

[see clauses 5.7 and 16.1.8 of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

PLEASE ADVERTISE OPENING OF THE ISSUE!

Make an advertisement of the issue opening date in newspapers in the format prescribed in Part B of Schedule XX-A to SEBI (Disclosure and Investor Protection) Guidelines, 2000

Advertisement made in connection with opening of the issue, which is displayedin a billboard shall not contain any information apart from that mentioned in therelevant part of Schedule XX-A.'[see clause 9.1.12 of Chapter IX of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

Also take care to ensure that other guidelines relating to advertisement as laid down in Chapter IX of of SEBI (Disclosure and Investor Protection) Guidelines, 2000 are complied with.

Please note that the issue shall open within 3 months from the date of issuance of the observation letter by the Board, if any or within 3 months from the 22 nd day from the date of filing of the draft offer document with the Board, if no observation letter is issued.[See clause 8.21.1 of Chapter VIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

FILE CERTIFICATE OF PROMOTERS CONTRIBUTION WITH SEBI

Promoters shall bring in the full amount of the promoters contribution including premium at least one day prior to the issue opening date which shall be kept in an escrow account with a Scheduled Commercial Bank and the said contribution / amount shall be released to the company along with the public issue proceeds.

[Note: Where the promoters' contribution has been brought prior to the public issue and has already been deployed by the company, the company shall give the cash flow

statement in the offer document disclosing the use of such funds received as promoters' contribution].

Where the promoters minimum contribution exceeds Rs.100 crores, the promoters shall bring in Rs.100 crores before the opening of the issue and the remaining contribution shall be brought in by the promoters in advance on pro-rata basis before the calls are made on public.

Hold a Board Meeting and pass a resolution allotting the shares to promoters against the moneys received.

File a copy of the resolution with SEBI before opening of the issue alongwith the following annexures, namely,i. a Chartered Accountants' Certificate certifying that the promoters contribution has been brought in, accompanied by, ii. A list of names and addresses of friends, relatives and associates who have contributed to the promoters' quota along with the amount of subscription made by each of them.[see clause 4.9 of Chapter IV of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

FILE DUE DILIGENCE CERTIFICATE WITH SEBI

The Lead merchant banker shall i) file a fresh due diligence certificate with SEBI immediately before the opening of the issue that no corrective action on its part is needed as per the format specified at Schedule V to the SEBI (Disclosure and Investor Protection) Guidelines, 2000

ii) file a fresh due diligence certificate with SEBI after the issue has opened but before it closes for subscription as per the format specified at Schedule VI to the SEBI (Disclosure and Investor Protection) Guidelines, 2000.[see clause 5.3.3.2 of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

VERIFY WHETHER MINIMUM SUBSCRIPTION HAS BEEN RECEIVED

[Note: Subscription list for public issues shall be kept open for at least 3 working days and not more than 10 working days. The public issue made by an infrastructure company, satisfying the requirements in Clause 2.4.1 (iii) of Chapter II may be kept open for a maximum period of 21 working days. The period of operation of subscription list of public issue shall be disclosed in the prospectus.(see clause 8.8)]

This step is necessary to decide the closing date of the issue and thus involves the following aspects, namely,

1. Obtain and review collection figures in all branches on a daily basis.

2. Assess the collection figures on the day before earliest closing and decide on closing of the issue on the earliest closing date if 90% subscription is received (considering add back of preferential offer unsubscribed to public offer, if any)

3. Obtain a certificate from Registrar of companies to the effect that 90% subscription has been received.

4. Give instructions to advertising agency to advertise the closing date.[Note: Advertisement of the issue closing date in newspapers shall be in the format prescribed in Part B of Schedule XX-A to SEBI (Disclosure and Investor Protection) Guidelines, 2000. Also take care to ensure that other guidelines relating to advertisement as laid down in Chapter IX of SEBI (Disclosure and Investor Protection) Guidelines, 2000 are complied with.]

5. Advise the stock exchanges and bank branches about closing of the issue.

6. If the issue is proposed to be closed at the earliest closing date, the lead Merchant Banker shall satisfy himself that the issue is fully subscribed before announcing closure of the issue.In case, there is no definite information about subscription figures, the issue shall be kept open for the required number of days to take care of the underwriters' interests and to avoid any dispute, at a later date, by the underwriters in respect of their liability.In case there is a devolvement on underwriters, the lead Merchant Banker shall ensure that the underwriters honour their commitments within 60 days from the date of closure of the issue.In case of undersubscribed issues, the lead merchant banker shall furnish information in respect of underwriters who have failed to meet their underwriting devolvements to the Board in the format specified at Schedule - XVII. [see clause 7.4.1.2]

PREPARE DETAILS OF APPLICATIONS RECEIVED, AMOUNT COLLECTED, ETC

This step involves the following aspects, namely,

1. Arrange for collection of application forms, bank schedules and final certificates from collecting bank branches

2. Check whether the application forms comply with the guidelines laid down in clause 8.6.1 of Chapter VIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000

3. Obtain certificate from the Registrars to the issue

4. Check for discrepancies in bank schedules, bank certificates and application forms and obtain clarifications from the collecting branches.

5. Prepare manual and computer controls for collections of each collecting branch and reconcile the same with bank certificates.

6. Collect final collection certificates from controlling branches.

7. Prepare summary of bank-wise applications, number of shares, details of persons who have applied, amount collected

8. Prepare category-wise application list

Note: The post-issue Lead Merchant Banker shall ensure that moneys received pursuant to the issue and kept in a separate bank (i.e. Bankers to an Issue), as per the provisions of section 73(3) of the Companies Act 1956, is released by the said bank only after the listing permission under the said Section has been obtained from all the stock exchanges where the securities was proposed to be listed as per the offer document.[see clause 7.4.1.3]

9. If the subscription money is proposed to be received in calls, the calls shall be structured in such a manner that the entire subscription money is called within 12 months from the date of allotment. If the investor fails to pay call money within 12 months the subscription money already paid may be forfeited. If the issue size is above Rs.500 crores and is subject to monitoring requirement as per Clause 8.17.1 of Chapter VIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000, it shall not be necessary to call the entire subscription money within 12 months.[see clause 8.6.2]

FILE 3 DAY POST ISSUE MONITORING REPORT

The post-issue Lead Merchant Banker shall ensure the submission of the post-issue monitoring reports as per formats specified in Schedule XVI within 3 working days from the due dates either by registered post or deliver at respective regional offices/ head office at the addresses given in Schedule XXII.Where the offer document has been dealt with by any of the regional offices of the Board, a copy of the report shall be sent to the Board's Head office, Mumbai.

Note: The due date for submitting Post Issue Monitoring report is as follows, i. 3 day monitoring report in case of issue through book building route, for book built portion.The due date of the report shall be 3 rd day from the date of allocation in the book built portion or one day prior to the opening of the fixed price portion whichever is earlier.

ii. 3 day monitoring report in other cases, including fixed price portion of book built issue.The due date for the report shall be the 3rd day from the date of closure of theissue.

PREPARE AND OBTAIN APPROVAL TO BASIS OF ALLOTMENT

1. Prepare and finalise the basis of allotment in accordance with the guidelines laid down under clause 7.6 of Chapter VII of SEBI (Disclosure and Investor Protection) Guidelines, 2000 are complied with.

2. Get the basis of allotment shall be signed as correct by the Executive Director/Managing Director of the designated stock exchange and the public representative (where applicable) in addition to the lead merchant banker responsible for post issue activities and the Registrar to the Issue.

Note: The quantum of issue shall not exceed the amount specified in the prospectus. However an oversubscription to the extent of 10% of the net offer to public is permissible for the purpose of rounding off to the nearer multiple of 100 while finalising the allotment. [see clause 8.10]

PREPARE LIST OF ALLOTTEES

Prepare list of allottees and non-allottees as per the basis of allotment approved by the regional stock exchange.

Arrange for audit of the list by statutory auditors and obtain their certificate that the allotment list has been prepared in accordance with the basis of allotment as approved by the regional stock exchange.

HOLD BOARD MEETING

A Board Meeting may be convened for the following matters, namely,

1. for allotment of shares2. to authorize printing and signing of share certificates3. to authorize affixing of common seal on share certificates4. to authorize printing of refund orders and signing of refund orders by facsimile signatures and by autographic signatures above certain amount5. to authorize opening of bank account for refund and execute necessary indemnity as required by banker6. to authorize opening of bank account for collection of allotment money7. to authorize execution of listing agreement under the common seal

ARRANGE FOR PRINTING AND DESPATCH OF SHARE CERTIFICATES AND REFUND ORDERS

1. Prepare draft of the following documents and get the same settled by Lead Manager and decide on the quantity to be printed,i.. Allotment advice cum allotment money due adviceii. Allotment advice cum refund order

2. Make arrangements to get the above printed.

3. Calculate the stamp duty payable on letters of allotment and share certificates, obtain order from State Government for payment of consolidated stamp duty.

4. Incorporate particulars of consolidated stamp duty paid on the share certificates to be printed.

5. Complete dispatch of allotment letters, refund orders and share certificates and demat credit

Take care to ensure that the despatch of share certificates / refund orders and demat credit is completed and the allotment and listing documents submitted to the stock exchanges within 2 working days of finalisation of the basis of allotment. [see clause 7.7]

Note: The Post -issue Lead Merchant Banker shall actively associate himself with post-issue activities namely, allotment, refund and despatch and shall regularly monitor redressal of investor grievances arising therefrom. [see clause 7.3]

Take care to comply with the provisions of Sections 69 to 74 of The Companies Act, 1956 in making the allotment of shares.

Also ensure that the guidelines prescribed in Companies (Issue of Share Certificate) Rules, 1960 are complied with.

6. Lead Merchant Banker shall ensure payment of interest to the applicants for delayed dispatch of allotment letters, refund orders, etc. as prescribed in the offer document.

7. The Post-issue Lead Merchant Banker shall ensure that the despatch of refund orders / allotment letters /share certificates is done by way of registered post /certificate of posting as may be applicable.

FILE RETURN OF ALLOTMENT WITH REGISTRAR OF COMPANIES

File return of allotment in Form no. 2 of Companies (Central Government's) General Rules and Forms, 1956 with Registrar of Companies along with prescribed fees within 30 days of allotment of shares.

OBTAIN LISTING AND TRADING PERMISSION FROM STOCK EXCHANGES

This is the responsibility of the post issue lead manager. He shall ensure that all steps for completion of the necessary formalities for listing and commencement of trading at all stock exchanges where the securities are to be listed are taken within 7 working days of finalisation of basis of allotment.

File final listing application along with the distribution schedule and shareholding pattern.[see clause 7.7.2 of Chapter VII of SEBI (Disclosure and Investor Protection) Guidelines, 2000]

PREPARE NECESSARY REGISTERS

Arrange printing of the following registers by Registrars, namely,1. Brokerage payable summary statement2. Underwriting commission payable3. Allotment Register4. Index of allottees5. Register showing details of applications received6. Refund order register7. Register of members

Registers mentioned in item nos 3 to 5 above are meant for investor servicing

The merchant bankers shall assign high priority to investor grievances and take all preventive steps to minimise the number of complaints. The lead merchant banker shall set up proper grievance monitoring and redressal system in co-ordination with the issuers and the Registrars to Issue, and take all necessary measures to resolve the grievances quickly.[see clause 16.2.2]

16.2.2.2. The merchant bankers shall actively associate with the post-issue refund and allotment activities and regularly monitor investor grievances arising therefrom.

MAKE POST ISSUE ADVERTISEMENTS IN NEWSPAPERS

Arrange for making advertisement giving details of 1. oversubscription, 2. basis of allotment, 3. number, value and percentage of applications, 4. number, value and percentage of successful allottees, 5. date of completion of despatch of refund orders, 6. date of despatch of certificates and 7. date of filing of listing application with stock exchanges

Advertisement shall be released within 10 days from the date of completion of the various activities at least in an English National Daily with wide circulation, one Hindi National Paper and a Regional language daily circulated at the place where registered office of the issuer company is situated.

Note: Post-issue Lead Merchant Banker shall ensure that issuer company / advisors / brokers or any other agencies connected with the issue do not publish any advertisement stating that issue has been oversubscribed or indicating investors' response to the issue, during the period when the public issue is still open for subscription by the public.Advertisement stating that ''the subscription to the issue has been closed'' may be issued after the actual closure of the issue.

FILE REPORT WITH RESERVE BANK OF INDIA

Submit report to Reserve Bank of India regarding1. allotment of shares to NRIs2. export of share certificates to NRIs

FILE FINAL POST ISSUE MONITORING REPORT

The post-issue Lead Merchant Banker shall submit final post-issue monitoring reports as per formats specified in Schedule XVI to SEBI (Disclosure and Investor Protection) Guidelines, 2000.

The due date for this report shall be the 3 rd day from the date of listing or 78 days from the date of closure of the subscription of the issue, whichever is earlier.

APPOINT MONITORING AGENCY

This step is necessary if the issue exceeds Rs.500 crores.

Make arrangements for the use of proceeds of the issue to be monitored by one of the financial institutions.

The monitoring agency shall file a copy of the monitoring report as per the format specified in Schedule-XIX to SEBI (Disclosure and Investor Protection) Guidelines, 2000 with SEBI, on a half yearly basis, till the completion of project, for the purposes of record.