From the first eligibility check to the final listing approval, a Company Secretary (CS) helps an IPO-bound company establish a traceable record of its corporate decisions, ownership, compliance and disclosures. This practical guide explains the CS’s responsibilities, the documents commonly needed, regulatory checkpoints and mistakes that can delay an Indian initial public offering.
IPO preparation in two minutes
- Start with eligibility: assess the appropriate mainboard or SME route under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR), along with the applicable exchange criteria.
- Reconcile the records: match the capitalisation table, statutory registers, share certificates or depository statements, board minutes and Registrar of Companies (ROC) filings.
- Make disclosures evidence-based: each material statement in the Draft Red Herring Prospectus (DRHP) should be traceable to records, management confirmations or specialist reports.
- Track corrections: maintain an issue register identifying the compliance gap, responsible person, evidence required and closure status.
- Prepare for life after listing: board processes, stock exchange disclosures and investor-facing governance require systems that work beyond the IPO date.
1. Why the Company Secretary matters in an IPO
An Initial Public Offering allows a company to offer securities to public investors and seek listing on a recognised stock exchange. The process involves more than raising capital. An issuer must demonstrate its legal eligibility, an accurate ownership history, reliable corporate decision-making and appropriately supported disclosures.
The applicable framework includes the Companies Act, 2013, the SEBI ICDR Regulations, the relevant stock exchange requirements and, once applicable, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR). Other laws—including sectoral licences, foreign-exchange rules and labour or tax provisions—may be relevant to the issuer’s circumstances.
The Company Secretary’s distinctive contribution is corporate and secretarial readiness. The CS works alongside the board, management, book-running lead managers (BRLMs), legal advisers, statutory auditors and registrar to the issue. The CS may coordinate the documentation process, but the issuer and other intermediaries retain their respective statutory and professional responsibilities. Financial audit, valuation and legal opinions must remain with appropriately qualified professionals.
2. Assess IPO eligibility before assembling the offer document
The proposed route determines the eligibility tests, applicable disclosures and exchange procedures. The CS should establish the correct route with management and the lead merchant banker before major expenditure on the IPO.
2.1 Mainboard IPO: the profitability route and the alternative route
For the conventional mainboard route, Regulation 6(1) of the SEBI ICDR Regulations prescribes financial conditions, subject to the full text, qualifications and other applicable requirements. Important benchmarks include:
| Eligibility parameter | Regulation 6(1) benchmark |
|---|---|
| Net tangible assets | At least ₹3 crore in each of the preceding three full financial years, calculated on a restated, consolidated basis; limitations on monetary assets and specified exceptions also apply. |
| Operating profit | An average of at least ₹15 crore across the preceding three years, with operating profit in each of those years, on the prescribed restated, consolidated basis. |
| Net worth | At least ₹1 crore in each of the preceding three full financial years, on the prescribed basis. |
| Recent name change | Where the name changed within the previous year, the regulation also prescribes a revenue linkage to the activity reflected by the new name. |
What if the company does not meet Regulation 6(1)? Regulation 6(2) provides an alternative mainboard route subject to its conditions, including the requirement that at least 75% of the net offer be allotted to qualified institutional buyers (QIBs); failure to meet this condition triggers the prescribed refund consequences. It is not a general exemption from other IPO conditions.
2.2 SME IPOs require a separate assessment
SME issues fall under Chapter IX of the SEBI ICDR Regulations, together with the designated SME exchange’s applicable eligibility requirements. Regulation 229(6), introduced in 2025, requires minimum operating profits (earnings before interest, depreciation and tax) of ₹1 crore from operations in at least two of the previous three financial years. This condition is only one part of the SME framework; the issuer must also meet the other applicable regulatory and exchange requirements.
The CS should document which rules apply to the chosen exchange and route, rather than applying mainboard tests to every SME applicant. Regulatory consultation proposals do not amend the law until formally notified and brought into effect.
3. Pre-IPO corporate restructuring and governance alignment
3.1 Conversion from a private to a public company
Where an issuer is a private company, the CS coordinates the corporate process for conversion into a public company. Depending on the facts, this may involve board and member approvals, amendments to the memorandum or articles of association, applicable ROC filings and receipt of the updated certificate of incorporation. Sections 14 and 18 of the Companies Act, 2013 and the applicable rules must be reviewed. Forms such as MGT-14 and INC-27 may be relevant, subject to the prescribed filing requirements.
The exercise is not merely a name change. Articles restricting share transfers, historical shareholder rights, investor agreements and existing capital clauses should be reconciled with the proposed public-company and listing framework.
3.2 Share capital and ownership reconciliation
A reliable capitalisation table (cap table) must explain how the company reached its present shareholding position. The CS should reconcile authorised, issued, subscribed and paid-up capital against the register of members, allotment returns, transfers, corporate actions, depository records and audited financial information.
- Trace past allotments, preferential issues, rights issues, bonus issues, splits and transfers, along with their approvals and supporting filings.
- Identify partly paid shares, encumbrances, pledges, disputed ownership and shareholding subject to contractual rights.
- Review private placements and further issues under Sections 42 and 62, and the applicable registers under Section 88 of the Companies Act.
- Match the promoter, promoter-group and selling-shareholder classifications with the underlying records.
3.3 Dematerialisation: more than a promoter-only check
SEBI’s amended ICDR framework requires specified pre-IPO securities holdings to be in dematerialised form before the applicable offer-document filing stage. The review extends beyond promoters and can cover promoter-group entities, selling shareholders, directors, key managerial personnel, senior management, QIBs, specified employees, SR-equity holders and specified regulated entities, depending on the provision and issue route. The CS should obtain current beneficial-owner and depository reconciliations and check the exact requirements under the mainboard and SME chapters.
3.4 Outstanding convertible instruments and employee incentives
Regulation 5(2) generally restricts an IPO where securities or rights remain outstanding that may entitle a person to receive equity shares. However, it is incorrect to say there is only an ESOP exception. The amended framework recognises specified exceptions, including qualifying employee stock options, qualifying stock appreciation rights (SARs) that are exercised for equity within the prescribed stage with required disclosures, and qualifying fully paid-up compulsorily convertible securities that convert by the stipulated offer-document stage.
The CS should maintain an instrument-by-instrument inventory covering grant or issue dates, exercise or conversion terms, board approvals, expected dilution and documentary proof of settlement. Do not assume every instrument must be converted before the DRHP: the timing differs by instrument and the precise ICDR exception.
3.5 Board, committees and governance systems
The CS coordinates the issuer’s readiness under the Companies Act—including director appointments, prescribed independence and diversity requirements, meetings, committees, registers and related-party governance. Section 149 and the relevant Companies Act rules require separate examination. Corporate governance requirements under SEBI LODR, including Regulation 17 and related provisions, apply to listed entities as prescribed, subject to relevant thresholds, exemptions and SME-specific treatment. An SME exemption from an LODR obligation does not automatically remove a Companies Act obligation.
4. Secretarial due diligence: build a usable virtual data room
During due diligence, the central question is not simply whether a document exists. It is whether the document is complete, authentic, current and consistent with other records and the proposed disclosure. A virtual data room (VDR) with controlled access, version history and an evidence index allows the CS and advisers to work from the same material.
| VDR workstream | Documents and checks |
|---|---|
| Constitution and statutory records | Certificate of incorporation and conversion; MOA/AOA; statutory registers; historical MCA/ROC master data and filings; annual returns. |
| Governance and approvals | Board, committee and general-meeting notices and minutes; resolutions; attendance, director appointments and declarations; relevant policies; auditor appointments. |
| Capital and ownership | Cap table; share certificates or demat statements; PAS-3 and SH-7 records where applicable; transfers; ESOP/SAR/convertible instrument records; pledges and shareholder arrangements. |
| Contracts and business | Material customer, supplier, lender and investor agreements; property title or leases; licences; intellectual property; guarantees; related-party agreements. |
| Litigation and compliance | Material litigation and notices; tax and regulatory proceedings; sectoral approvals; labour and environmental compliance; charges and defaults. |
| Financial and transaction records | Audited and restated financial statements, auditor reports, related-party schedules, proposed use-of-proceeds support and third-party consents, provided by the responsible specialists. |
Evidence rule: every material corporate fact appearing in the DRHP should be linked to a document, a dated confirmation or a properly attributed professional report. Store an index with document owner, version, verification status and the relevant DRHP section.
A practical illustration: a share allotment mismatch
Suppose the register of members records 12 lakh shares allotted in a past funding round, while the corresponding ROC allotment return reflects 10 lakh shares. Simply altering the spreadsheet is not a valid solution. The CS must investigate the underlying allotment resolutions, subscription documents, payment evidence and filings, then coordinate legally appropriate corrective action with advisers. The matter should remain in the IPO issue register until it is properly resolved and the offer-document disclosures reflect the verified position.
5. Corporate approvals and ROC filing discipline
Each corporate action in an IPO should have an approval trail. The CS coordinates board and shareholder meetings, drafts notices and resolutions, checks quorum and voting requirements, maintains minutes in accordance with applicable secretarial standards and monitors statutory filing deadlines.
Common filing touchpoints include MGT-14 for specified resolutions or agreements under Section 117, PAS-3 for applicable allotments, SH-7 for specified changes in share capital, DIR-12 for prescribed director changes and INC-27 for relevant conversion filings. These forms are examples, not a universal filing bundle: the transaction, provision and latest MCA instructions determine what must actually be filed.
Meeting records should also comply with the applicable ICSI Secretarial Standards SS-1 and SS-2. A filing acknowledgment alone does not cure an underlying approval or procedural defect.
6. DRHP, RHP and prospectus: what the CS verifies
The offer document is a connected set of disclosures supported by diligence and responsibility statements, not simply a document written at the end of the process. In coordination with the BRLMs and legal counsel, the CS checks corporate and legal information against the issuer’s primary records.
| Stage | Principal secretarial focus |
|---|---|
| DRHP / draft offer document | Reconcile incorporation history, capital structure, promoters, board, related-party disclosures, material agreements, regulatory actions, litigation and corporate authorisations. The applicable filing route differs for mainboard and SME offers. |
| Observation and update phase | Track regulator and exchange questions, coordinate evidence-backed responses and update disclosures for material developments; maintain a single version-controlled response log. |
| RHP | Re-check updated shareholding, agreements, approvals, financial and legal developments, responsibility statements and filings relevant to the launch of the book-built issue. |
| Prospectus and post-issue | Coordinate final issue particulars, post-issue corporate records and prescribed filings, allotment documentation, listing applications and confirmations. |
Schedule VI of the SEBI ICDR Regulations and the applicable provisions for the particular issue route, together with the Companies Act, including Sections 26 and 32 where applicable, should inform document preparation. The issuer and advisers must verify the current format and disclosures rather than relying on an old prospectus template.
Key cross-checks include whether related-party transaction amounts match the financial statements; director names, designations and dates match ROC data; litigation summaries agree with counsel’s case list; and shareholding figures reconcile across the capital history, financial statements and summary tables. Both omissions and inconsistent numbers can create material disclosure risks.
7. SEBI and stock exchange observations: manage the response, not merely the deadline
In an applicable mainboard IPO review, SEBI may issue observations or seek clarifications through the lead merchant bankers; stock exchanges also review materials within their respective roles. SME issues have their own exchange-led process under the relevant framework. The CS can maintain a central tracker showing the question, responsible professional, evidence, agreed disclosure change, filing date and outstanding items.
Important distinction: issuance of observations or permission to proceed with an offer must not be described as SEBI guaranteeing the accuracy of the prospectus or endorsing the investment. The issuer and intermediaries remain responsible for their required disclosures and due diligence.
8. Listing and the transition to a listed company
After the issue closes, the registrar, merchant bankers, exchanges and depositories perform their prescribed allocation, refund or unblocking, listing and trading-related functions. The CS coordinates corporate records, board approvals, certifications, confirmations and the company-side listing documentation. Under the applicable SEBI framework, the standard timeline targets listing within T+3 working days from issue closure, subject to the relevant operational steps.
IPO readiness should therefore extend into post-listing governance: a compliance calendar, board and committee schedules, material event disclosures, shareholding reporting, investor grievance mechanisms, related-party controls, policies and management of unpublished price-sensitive information as applicable. The exact obligations depend on the listed entity, securities and relevant exemptions.
9. A ten-point IPO secretarial readiness checklist
- Identify the mainboard or SME route and record the applicable SEBI and exchange eligibility requirements.
- Complete any required conversion to a public company and reconcile the constitutional documents.
- Reconcile historical share capital, registers, depository positions and ROC filings.
- Review promoter classifications, selling-shareholder holdings and mandated dematerialisation.
- Map every ESOP, SAR, warrant and convertible instrument against the relevant ICDR rules.
- Align board composition, committees, meeting records and governance policies.
- Index the VDR and verify litigation, contracts, regulatory licences and compliance documents.
- Maintain an evidence-backed issue register with an owner, remedy and closure proof.
- Cross-check DRHP/RHP disclosures against signed source documents and professional reports.
- Set up a documented observation-response process and a practical post-listing compliance calendar.
10. Frequently asked questions
Does a Company Secretary personally certify every number in a DRHP?
No. The CS supports corporate and secretarial verification and coordinates documentation. Audited and restated financial information, valuations and legal opinions are prepared or examined by the professionals responsible for those areas. The issuer and the relevant intermediaries retain their applicable obligations.
Is every company eligible for a mainboard IPO if it has made profits?
No. Regulation 6 and other general conditions must be checked, together with corporate status, capital structure, disclosures and other legal requirements. An alternative route exists but carries its own conditions, including QIB allocation requirements.
Can a company file a DRHP with outstanding ESOPs or convertible securities?
Possibly, subject to Regulation 5(2) and its precise exceptions. Qualifying ESOPs, SARs and certain fully paid-up mandatorily convertible instruments are treated differently. The scheme terms, required disclosures and conversion or exercise deadlines are critical.
What is the difference between secretarial due diligence and a statutory audit?
Secretarial due diligence concentrates on legal constitution, governance, corporate actions, registers, filings, ownership and compliance evidence. A statutory audit examines financial reporting under the applicable auditing framework. The two workstreams should reconcile but are not interchangeable.
Are SME-listed entities exempt from all corporate governance rules?
No. Particular LODR corporate-governance provisions may be subject to SME-related exemptions, but the issuer must separately comply with applicable Companies Act requirements, SME-exchange obligations and other rules.
What is the most useful document to maintain during an IPO?
There is no single substitute for complete records. In practice, a VDR index linked to a live discrepancy-and-resolution tracker is especially useful because it connects a disclosure or regulatory query to its supporting proof, owner and closure status.
Conclusion
An IPO transforms a company’s obligations as much as its access to capital. A proactive Company Secretary helps build the documentary discipline behind that transition: accurate corporate records, sound authorisations, supported offer-document disclosures, prompt resolution of compliance gaps and a workable framework for life as a listed entity.
The strongest secretarial contribution is not merely the timely filing of forms. It is the creation of a reliable governance and evidence system that allows management, professional advisers, regulators and investors to understand the company with greater clarity.
Primary legal and regulatory references
- SEBI — ICDR Regulations, 2018 (consolidated text published 21 March 2026).
- SEBI — ICDR (Second Amendment) Regulations, 2025.
- SEBI — ICDR Master Circular (9 February 2026).
- SEBI — LODR (Third Amendment) Regulations, 2026.
- MCA — Instruction Kit for Form INC-27.
- ICSI — Secretarial Standards.
- Finin2min — SEBI ICDR issuer and issue eligibility guide.
Regulatory provisions may change, and their applicability depends on the issuer, offer structure and listing platform. This article provides general educational information and is not a substitute for transaction-specific legal, secretarial, financial or investment advice.
