1.

Corporate

Governance &

- Legal Restructuring Conversion to Public Limited Company: Alter the Memorandum &
- Articles of Association (MOA/AOA), increase authorized share capital, and convert the legal entity from private to public.

Board Reconstitution: Appoint Independent Directors, a dedicated CFO, and a Company Secretary. Set up mandatory board committees, such as the Audit Committee , Nomination &

- Remuneration Committee (NRC) , and Stakeholders Relationship Committee .

Policy Rollouts: Formalize internal policies, including Insider Trading Prevention (PIT), Related Party Transaction (RPT) policies, Whistleblower/Vigil Mechanisms, and BRSR (ESG) disclosures.

Cap Table

Clean-up: Reconcile shareholding patterns, dematerialize all promoter and pre-IPO shares, and structure lock-in agreements. 2.

Financial

Restructuring &

- Audit Preparedness Restatement of Financials: Convert accounting standards (e.g., from GAAP to Ind AS or IFRS) and restate audited financials for the preceding 3 to 5 years.

Auditor Qualification: Engage a peer-reviewed statutory auditor to ensure clean, unqualified audit opinions. Tax &

- Debt Clean-up: Settle outstanding tax disputes, secure lender consents for change in capital/control, and map debt covenants.
- Due Diligence &
- Search Reports Secretarial &
- Legal Due Diligence: Comprehensive review of all past corporate filings, board meeting minutes, ROC e-forms, material contracts, and property title deeds.

Litigation Register:



Aggregate all pending, active, or threatened legal, regulatory, or tax proceedings against the company, its promoters, and directors.

Virtual Data

Room (VDR): Establish a centralized VDR to streamline diligence for Book Running Lead Managers (BRLMs) and legal counsel.

- Operational &
- Technology Readiness Internal Financial Controls (IFC): Strengthen financial controls to handle accelerated quarterly reporting schedules once listed.

Management Information

Systems (MIS): Upgrade ERP and IT infrastructure to ensure financial data accuracy and automated disclosure generation. Data &

- Cybersecurity Audits: Conduct penetration testing and verify compliance with applicable data privacy laws.
- ESOPs &
- Capital Structuring ESOP Alignment: Review private ESOP/SAR schemes to ensure alignment with public market regulations (e.g., SEBI SBEB guidelines in India or SEC rules in the US). Pre-IPO Placement: Execute optional secondary sales or primary funding rounds (Pre-IPO rounds) with strategic or institutional investors to establish early valuation baselines.
- Prospectus &
- Regulatory Filings Drafting the Prospectus: Collaborate with investment bankers and legal advisors to write the Draft Red Herring Prospectus (DRHP) or Form S-1.

Objects of the Issue: Clearly define, quantify, and certify the intended usage of IPO proceeds (e.g., debt repayment, Capex, working capital).

📌 Secretary / Executive Assistant (Ahmedabad)
🏢 Pandya Managment Cousultancy
📍 Ahmedabad