To initiate the process the Company to pass a Board Resolution and proceed to appoint a Merchant Banker, with whom an MOU may be entered into. Subsequent sequential steps are as under:

1. Prepare Draft Prospectus. This is to be approved by the Board.

2. A Resolution at a meeting of Shareholder's in terms of Section 81(1A) of the Companies Act, 1956. is also necessary

3. Form 23 to be filed with ROC for passing special resolution for issuing shares as above

4. Appointment of intermediaries and entering into MOU with them ( underwriters, Bankers to the Issue, Registrars, brokers to the issue for marketing the same

5. Filing of prospectus with the SEBI/Registrar of Companies: The draft prospectus along with the copies of the agreements entered into with the Lead Manager, Underwriters, Bankers, registrars and Brokers to the issue is filed with SEBI and the Registrar of Companies of the state where the registered office of the company is located along with the fees & other prescribed requirements, (with due diligence by merchant banker)

6. Vetting of prospectus by SEBI as per suggestions, if any, received from SEBI

7. Obtaining in-principle approval from stock exchange

8. File final prospectus with SEBI / stock exchanges / ROC

9. Printing and dispatch of Application forms: The prospectus and application forms are printed and dispatched to all the merchant bankers, underwriters, brokers to the issue.

10. Filing of the initial listing application: A letter is sent to the Stock exchanges where the issue is proposed to be listed giving the details and stating the intent ;of getting the shares listed on the Exchange. The initial listing application has to be sent with a fee of Rs. 7,500/-.

11. Statutory announcement: An abridged version of the prospectus and; the Issue start and close dates are published in major English ;dailies and vernacular newspapers.

12. Submission of 1% Security Deposit with the Regional Stock Exchange.

13. Depositing Promoter's Contribution in the issue in a separate bank account.

1. Processing of applications: After the close of the Public Issue all the application forms are collected, at the Registrars to the issue and scrutinized, tabulated in consultation with the merchant banker.

2. Establishing the liability of the underwriter: In case the Issue is not fully subscribed to, then the liability for the subscription falls on the underwriters who have to subscribe to the shortfall, incase they have not procured the amount committed by them as per the Underwriting agreement.

3. Allotment of shares: after the issue is subscribed to the minimum level. Basis of allotment in consultation with the regional stock exchange. Refer detailed allotment procedure as prescribed by SEBI.

4. Release Post Issue Advertisement

5. Despatch of share certificates / refund orders

6. Listing of the Issue: The shares after having been allotted have to be listed compulsorily in the regional stock exchange and optionally at the other stock exchanges. For this purpose enter into an listing agreement with stock exchange(s). Also obtain permission from Stock Exchanges for listing & trading of securities for Commencement of trading of securities

7. File Form No. 2 for Return of Allotment with ROC

8. Attend to Redressal of Investors Grievances received

9. 78-day post issue monitoring report to be submitted by merchant banker with SEBI.

1. Allotment has to be made within 30 days of the closure of the Public Issue and 42 days in case of a Rights issue.

2. Net Offer to the General Public has to be at least 25% of the Total Issue Size for listing on a Stock exchange

3. For listing an IPO on the NSE Paid up capital should be Rs. 20 Crores, secondly the issuer or the promoting company should have a track record of profitability and thirdly the project should be appraised by a financial Institution, banks or Category I merchant bank. For knowledge based companies like IT the paid up capital should be Rs. 5 Crores, but the market capitalization should be at least Rs. 50 Crores.

4. It is mandatory for a company to get its shares listed at the regional stock exchange where the registered office of the issuer is located.

5. In an issue of more than Rs. 100 crores the issuer is allowed to place the whole issue by book building.

6. Minimum of 50% of the Net offer to the Public has to be reserved for Investors applying for less than 1000 shares.

7. All the listing formalities for a public Issue has to be completed within 70 days from the date of closure of the subscription list.

8. There should be at-least 5 investors for every 1 lakh of equity offered.

9. Quoting of permanent Account number or GIR No. in application for allotment of securities is compulsory where monetary value of Investment is Rs.50,000/- or above.

10. Firm Allotment to permanent and regular employees of the issuer is subject to a ceiling of 10% of the issue amount.

11. Indian development financial institutions ad Mutual Fund can be allotted securities upto 75% of the Issue Amount.

12. Allotment to categories of FIIs and NRIs/OCBs is up to Maximum of 24% which can be further extended to 30% by an application to the RBI - supported by a resolution passed in the General Meeting.

13. 10% individual ceiling for each category a) Permanent employees' b) Shareholding of the promoting companies.

14. Securities issued to the promoter, his group companies by way of firm allotment and reservation have a lock-in period of 3 years. However shares allotted to FII's and certain Indian and multilateral development financial institutions and Indian Mutual Funds are not subject to Lock-in periods

15. The minimum period for which a public issue has to be kept open is 10 working days. The minimum period for a rights issue is 15 working days and the maximum 60 working days.

16. A public issue is effected if the issue is able to procure 90% of the Total issue size within 60 days from the date of earliest closure of the Public Issue. In case of over - subscription the company may have the right to retain the excess application money and allot shares more than the proposed issue which is referred to as the 'green-shoe' option.

“Book Building”: means a process undertaken by which a demand for the securities proposed to be issued by a body corporate is elicited and built up and the price for such securities is assessed for the determination of the quantum of such securities to be issued by means of a notice, circular, advertisement, document or information memoranda or offer document. In Book Building securities are offered at prices above or equal to the floor prices, whereas securities are offered at a fixed price in case of a public issue. In case of Book Building, the demand can be known everyday as the book is built. But in case of the public issue the demand is known at the close of the issue

1. An unlisted company can make a public issue of equity shares or any security convertible into equity shares at a later date, only through the book-building process if, it does not comply with the conditions of the Regulation with regards to Net Worth and Track record.

2. its proposed issue size exceeds five times its pre-issue net-worth as per the last available audited accounts either at the time of filing draft offer document with the Board or at the time of opening of the issue

3. Provided that sixty percent (60%) of the issue size shall be allotted to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.

4. A listed company which does not fulfil the condition given in the proviso to clause 2.3.1 of the Regulation (Net worth & Past Track Record) above, shall be eligible to make a public issue only through the book building process. Provided that sixty percent (60%) of the issue size shall be allotted to the Qualified Institutional Buyers (QIBs), failing which the full subscription monies shall be refunded.

5. A company, whose equity shares or any security convertible at later date into equity shares are offered through an offer for sale, shall comply with the eligibility provisions relating to net worth & past track record Offer for sale can also be made only through the book-building process

The rights issue involves selling of securities to the existing shareholders in proportion to their current holding. When a company issues additional equity capital it has to be offered in the first instance to the existing shareholders on a pro-rata basis as per Section 81 of the Companies Act, 1956. The shareholders may by a special resolution forfeit this right, partially or fully by a special resolution to enable the company to issue additional capital to the public or alternatively by passing a simple resolution and taking the permission of the Central Government.

A private placement results from the sale of securities by the company to one or few investors. The distinctive features of private placement is that there is no need for a formal prospectus as well as underwriting arrangement. The terms of the issue are negotiated between the company and the investors. The issuers are normally the listed public limited companies or closely held public or private limited companies which cannot access the primary market. The securities are placed normally with the Institutional investors, Mutual funds or other Financial Institutional.