Sunday, 19 July 2026

Top 10 Mistakes Companies Make Before Filing a DRHP : Lessons for a Successful IPO Journey

 
TOP 10 MISTAKES COMPANIES MAKE BEFORE FILING A DRHP: LESSONS FOR A SUCCESSFUL IPO JOURNEY
 
By CS Ravi Garg, Company Secretary


 
An Initial Public Offering (IPO) is one of the most significant milestones in a company's lifecycle. It not only provides access to capital but also transforms a privately held business into a publicly accountable enterprise. However, the journey towards listing begins much before the filing of the Draft Red Herring Prospectus (DRHP).
 
In practice, many companies receive observations from the Securities and Exchange Board of India (SEBI) due to gaps in governance, disclosures, documentation, or compliance. These issues often delay the IPO process, increase costs, and impact investor confidence.
 
This article highlights ten common mistakes companies should avoid before filing their DRHP.

Here are the Top 10 mistakes every company should avoid before filing its DRHP:

🏛️ Weak Corporate Governance
📚 Poor Statutory Records
⚠️ Inadequate Material Disclosures
🤝 Related Party Transaction Issues
📊 Weak Internal Financial Controls
💰 Capital Structure Irregularities
📄 Inaccurate Risk Factor Disclosures
📁 Incomplete Due Diligence Documentation
👥 Promoter & Group Entity Disclosure Gaps
Delayed IPO Planning

 1. Weak Corporate Governance 🏛️
 
Corporate governance is one of the first aspects evaluated during IPO due diligence. Companies often postpone strengthening their governance framework until the IPO process begins, which can lead to avoidable challenges.
 
Common gaps include:
  • Improper Board composition
  • Delay in appointing Independent Directors
  • Non-functional Board Committees
  • Weak governance policies
 
Relevant Provisions:
  • Companies Act, 2013 (Sections 149, 177 & 178)
  • SEBI (LODR) Regulations, 2015
 
2. Poor Maintenance of Statutory Records 📚
 
Accurate statutory records demonstrate a company's compliance culture. Missing registers, unsigned minutes, or incomplete filings often become red flags during legal and secretarial due diligence.
 
Common issues include:
  • Incomplete statutory registers
  • Missing Board and Shareholders' approvals
  • Non-compliance with Secretarial Standards
 Relevant Provisions:
  • Companies Act, 2013
  • Secretarial Standards SS-1 & SS-2 issued by ICSI

3. Inadequate Material Disclosures ⚠️
 
The DRHP must provide complete, accurate, and transparent disclosures. Failure to disclose material litigation, regulatory proceedings, contingent liabilities, or significant contracts may attract SEBI observations.
 
Common omissions include:
  • Pending litigation
  • Regulatory actions
  • Material contracts
  • Contingent liabilities
 
Relevant Provisions:
  • SEBI (ICDR) Regulations, 2018
  • Schedule VI – Disclosure Requirements
 
4. Related Party Transactions Not at Arm's Length 🤝
 
Related Party Transactions (RPTs) receive close regulatory scrutiny. Companies should ensure that all RPTs are appropriately approved, documented, and conducted on an arm's length basis.
 
Common concerns include:
  • Lack of approvals
  • Weak documentation
  • Pricing inconsistencies
Relevant Provisions:
  • Section 188 of the Companies Act, 2013
  • Regulation 23 of SEBI (LODR) Regulations
 
5. Weak Internal Financial Controls 📊
 
A listed company is expected to maintain a robust internal control environment. Unresolved audit observations or inadequate documentation of controls may adversely affect IPO readiness.
 
Key issues:
  • Weak Internal Financial Controls (IFC)
  • Pending internal audit observations
  • Lack of documented control processes
 
 Relevant Provision:
  • Section 134(5) of the Companies Act, 2013
 
6. Capital Structure Irregularities 💰
 
The company's capital structure should be clean, transparent, and compliant before filing the DRHP.
 
Typical issues include:
  • Pending share allotments
  • ESOP-related irregularities
  • Unresolved convertible securities
 
These issues may require restructuring before proceeding with the IPO.
 
7. Generic or Incomplete Risk Factor Disclosures 📄
 
Risk factors should be specific to the company's business model and industry. Generic disclosures fail to provide meaningful information to investors.
 
Examples include:
  • Business-specific operational risks
  • Industry risks
  • Regulatory risks
  • Financial risks
 
Relevant Provisions:
  • Schedule VI of SEBI (ICDR) Regulations
 8. Incomplete Due Diligence Documentation 📁
 
Due diligence involves verification of every material aspect of the business. Missing documentation often delays the IPO timeline.
 
Critical documents include:
  • Title deeds
  • Licences
  • Material agreements
  • Intellectual property records
  • Regulatory approvals
 
9. Promoter and Group Entity Disclosure Gaps 👥
 
SEBI expects complete transparency regarding promoters and group entities.
 
Common deficiencies include:
  • Non-disclosure of related entities
  • Pending promoter litigation
  • Conflict of interest
  • Incomplete business relationship disclosures
 
Transparent disclosures significantly enhance investor confidence.
 
10. Starting IPO Preparation Too Late
 
Perhaps the biggest mistake is assuming that an IPO can be completed within a few months. Successful IPOs are usually the result of structured planning over 12–24 months.
 
Early preparation provides sufficient time to:
  • Strengthen governance
  • Resolve litigation
  • Improve internal controls
  • Streamline the capital structure
  • Complete due diligence
  • Address compliance gaps
 
Key Takeaways
IPO readiness is a continuous governance exercise rather than a one-time compliance activity.
Strong corporate governance and transparent disclosures build investor confidence.
Early identification and resolution of compliance gaps help reduce SEBI observations.
Company Secretaries play a strategic role in ensuring legal compliance, governance excellence, and successful IPO execution.
 
Conclusion
Preparing for an IPO is far more than drafting a DRHP. It requires an organization-wide commitment to governance, transparency, compliance, and accountability. Companies that invest time in strengthening their governance framework well before approaching the capital markets are better positioned for a smoother regulatory review and a successful listing.
 
A well-planned IPO not only facilitates capital raising but also enhances the company's credibility, strengthens stakeholder confidence, and lays the foundation for long-term sustainable growth.

Disclaimer: This article is intended solely for knowledge sharing and educational purposes. Readers should refer to the applicable provisions of the Companies Act, 2013, the SEBI (ICDR) Regulations, 2018, the SEBI (LODR) Regulations, 2015, and other applicable laws, along with subsequent amendments, before taking any decision.


Regards,
CS Ravi Garg

 


Saturday, 11 April 2026

Corporate Laws (Amendment) Bill, 2026 - A Comprehensive Analysis

 


A COMPREHENSIVE ANALYSIS OF THE PROPOSED CHANGES TO THE COMPANIES ACT, 2013 AND LLP ACT, 2008

 INTRODUCTION

The Corporate Laws (Amendment) Bill, 2026 marks one of the most significant reform initiatives under the Companies Act, 2013 since the sweeping decriminalisation measures of 2020. Introduced with the stated objective of enhancing Ease of Doing Business while strengthening corporate governance, the Bill proposes wide‑ranging amendments affecting companies, directors, key managerial personnel, auditors, and professionals alike. 

Driven largely by the recommendations of the Company Law Committee (2022) and the High-Level Committee on Non‑Financial Sector Reforms, the Bill reflects a clear policy shift:

👉 simplify procedural compliance,

👉 adopt a digital-first governance framework, and

👉 retain accountability through civil enforcement rather than criminal prosecution.

This article presents a consolidated, reader‑friendly analysis of all major proposed amendments, focused on practical implications for professionals.

 

1. Decriminalisation and Penalty Reforms

 Key Provisions 

  • More than 20 procedural and technical offences have been shifted from criminal prosecution to civil penalties.
  • Adjudication to be handled through a centralised e‑adjudication framework.
  • Illustrative penalties include:
    • Incorrect information at incorporation: ₹50,000
    • Prospectus‑related defaults: ₹2 lakh
    • AGM‑related defaults: ₹1 lakh plus per‑day penalties
  • Serious offences, such as fraud, wilful misstatements, and suppression of facts, continue to attract criminal liability.

 Impact Analysis 

  • Reduces the criminal exposure of directors and officers for routine lapses.
  • Improves compliance culture by replacing fear‑based enforcement with proportionate penalties.
  • Enables faster resolution of defaults without court intervention.
  • Ensures criminal law is reserved for serious corporate misconduct. 

2. Expansion of Small Company Thresholds

One of the most industry‑friendly change is the proposed enhancement of limits for classification as a Small Company under section 2(85):

Particulars

Existing Limit

Proposed Limit

Paid-up Capital

₹10 crore

₹20 crore

Turnover

₹100 crore

₹200 crore

 Impact Analysis: 

  • A substantially larger number of companies will qualify as small companies.
  • These entities will benefit from reduced compliance burden, such as fewer board meetings and simplified filings.
  • Professionals will need to reassess entity classification for ongoing compliance planning. 

3. Corporate Social Responsibility (CSR) Reforms

 Key Provisions 

  • Net profit threshold for mandatory CSR increased from ₹5 crore to ₹10 crore.
  • Timeline for transfer of unspent CSR funds extended from 30 days to 90 days.
  • Certain companies may be exempted entirely from CSR, subject to prescribed conditions.

Impact Analysis

  • Alleviates compliance pressure on marginally profitable entities.
  • Provides greater flexibility in CSR planning and execution.
  • Encourages a transition from checkbox‑compliance to impact‑driven CSR.

4. Digital Governance and Electronic Compliance

 Key Provisions


  • Statutory recognition of electronic and hybrid modes for corporate functioning.
  • Greater reliance on:
    • Electronic filings
    • Digital registers and records
    • Online adjudication and notices
  • Replacement of several notarised affidavits with self‑declarations.
  • Virtual and hybrid meetings formally embedded into the compliance framework.
  • Enhanced use of MCA portals and digital processes for investigations, inspections, and adjudication.

 Impact Analysis 

  • Marks a decisive shift towards digital‑first corporate governance.
  • Reduces physical paperwork, notarisation costs, and administrative delays.
  • Enhances transparency, traceability, and auditability of corporate records.
  • Particularly beneficial for companies with:
    • Geographically dispersed shareholders
    • Global operations
    • Centralised compliance teams
  • Aligns India’s corporate law framework with global digital governance standards. 

5. Meetings and Compliance Simplification

 Key Provisions 

  • AGMs and EGMs permitted via virtual or hybrid mode.
  • Mandatory requirement of at least one physical AGM once every three years.
  • Notice period for virtual EGMs reduced to 7 days.
  • Certain compliance documents allowed via self‑certification.

 Impact Analysis 

  • Substantial reduction in logistical costs and compliance lead time.
  • Improves shareholder participation and inclusivity.
  • Codifies pandemic‑era relaxations into permanent law. 

6. Buy‑Backs and Share‑Linked Employee Benefit Schemes

 Key Provisions 

  • Prescribed companies may undertake up to two buy‑backs per year, subject to a six‑month gap.
  • Formal recognition of RSUs and SARs, in addition to ESOPs.

 Impact Analysis 

  • Enables more efficient capital restructuring.
  • Strengthens the framework for modern employee compensation.
  • Particularly useful for startups, listed companies, and tech‑driven enterprises competing for talent. 

7. Audit and Corporate Governance Enhancements

 Key Provisions 

  • NFRA redesignated as a body corporate, with enhanced enforcement and penalty powers.
  • Boards must:
    • Provide explanations for adverse auditor remarks
    • CS RAVI GARG

      Disclose deviations from Audit Committee recommendations
  • Certain prescribed companies may be exempt from mandatory auditor appointment.

 Impact Analysis 

  • Strengthens audit integrity without over‑burdening smaller entities.
  • Enhances board accountability and transparency.
  • Encourages higher governance standards through disclosure rather than over‑regulation. 

8. Designation of Valuation Authority

 Key Provisions 

  • Insolvency and Bankruptcy Board of India (IBBI) designated as the central Valuation Authority.

 Impact Analysis 

  • Introduces consistency and standardisation in valuation practices.
  • Improves credibility of valuations in insolvency, M&A, and corporate restructuring.
  • Reduces valuation‑related disputes and regulatory arbitrage.

 9. IFSC‑Specific LLP Framework

Key Provisions 

  • Introduction of Specified IFSC LLPs.
  • Permission to operate in foreign currency.
  • Mandatory registered office within an IFSC and prescribed naming norms.

 Impact Analysis 

  • Boosts India’s IFSC ecosystem.
  • Enables international structuring for professional services, fintech, and fund‑related LLPs.
  • Aligns LLP regulation with global financial centres. 

10. Trust‑to‑LLP Conversion Mechanism

 Key Provisions 

  • SEBI‑ or IFSCA‑registered trusts allowed to convert into LLPs.
  • Automatic transfer of assets, liabilities, and contracts.
  • Trustees become partners; trust deemed dissolved.

 Impact Analysis 

  • Smoothens structural migration without disrupting contractual relationships.
  • Offers operational flexibility and clearer governance.
  • Encourages formalisation under LLP structures. 

11. Compliance Relaxations for Regulated LLPs

 Key Provisions 

  • Annual filings permitted instead of event‑based filings for SEBI/IFSCA‑regulated LLPs.
  • Professional certification required only when professionals are engaged.

 Impact Analysis 

  • Avoids duplication of regulatory compliance.
  • Reduces compliance cost and administrative overhead.
  • Particularly helpful for fund management and advisory LLPs. 

12. LLP Decriminalisation Measures

 Key Provisions 

  • Non‑compliance with Registrar requisitions (other than summons) attracts a civil penalty of ₹10,000.

 Impact Analysis 

  • Aligns LLP law with the decriminalisation philosophy of the Companies Act.
  • Reduces prosecution exposure for technical defaults.
  • Improves ease of doing business for LLPs. 

CONCLUSION

 

The Corporate Laws (Amendment) Bill, 2026 is not merely a compliance‑reduction exercise; it reflects a mature regulatory philosophysimplify procedure, digitise governance, and enforce accountability effectively.

-----------------------------------------------------------------------------------------------------------------------------------------------\

Regards,

Ravi Garg

(Company Secretary)

E-mail: csravi2014@gmail.com

Mob.: +91-7838 20 4665

 

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.

 

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Monday, 2 February 2026

Another Special Window for Re-lodgement of Transfer of Physical Shares from February 05, 2026 to February 04, 2027

 

 

 

    

 

 


Another Special Window for Re-lodgement of Transfer of Physical Shares from February 05, 2026 to February 04, 2027

 

Ref : Previous special window for Re-lodgement of Transfer Requests of Physical Shares was opened till January 06, 2026 vide SEBI Circular dated July 02, 2025. Click here for more details 

 

 

Dear Stakeholders,

 

SEBI vide its Circular dated January 30, 2026, have given another golden opportunity provided by SEBI to alleviate the issue faced by the investors who missed March 31, 2021, and thereafter January 06, 2026, deadline for re-lodgment such transfer of shares.

 

As you were aware, that transfer of securities in physical mode was discontinued with effect from April 01, 2019. Subsequently, it was clarified that transfer deeds lodged prior to deadline of April 01, 2019, and rejected/returned due to deficiency in the documents may be re-lodged with requisite documents. It was further decided to fix March 31, 2021, as the cut-off date for re-lodgement of transfer deeds.

 

In order to further facilitate the investors to get rightful access to their securities, the   Board   has decided   to   open   another special window for   transfer   and dematerialization (“demat”) of physical securities which were sold/purchased prior to April 01, 2019

 

APPLICABILITY

 

Refer the below matrix for applicability of the SEBI Circular dated January 30, 2026

 

Execution Date of Transfer Deed

Lodged for transfer before April 01, 2019?

Original Security Certificate Available?

Eligible to lodge in the current window?

Before April 01, 2019

No

(it is fresh lodgement)

Yes

 

Before April 01, 2019

Yes

(it was rejected/ returned earlier)

 

Yes

 

Before April 01, 2019

Yes

No

Before April 01, 2019

No

No

 

CONDITIONS TO BE FULFILLED BY THE INVESTOR / TRANSFEREE

 

The transferee shall be mandatorily required to submit the following documents:

 

a)       Original security certificate(s);

b)      Transfer deed executed prior to April 01, 2019;

c)       Proof of purchase by transferee, as may be available;

d)      KYC documents of the transferee (as per ISR forms);

e)       Latest Client Master List (‘CML’), not older than 2 months, of the demat account of the transferee, duly attested by the Depository Participant; and

f)       Undertaking cum Indemnity as per the format at Annexure-A.


 

 

EXCLUSION LIST / NON APPLICABILITY OF THIS SPECIAL WINDOW:

 

Ø  Cases involving disputes between transferor and transferee will not be considered in this window and may be settled by transferor and transferee through court/NCLT process.

 

Ø  Securities which have been transferred to Investor Education and Protection Fund (IEPF) shall not be considered under this window for processing.

 

COMPLIANCES FOR LISTED COMPANIES / RTAs / DEPOSITORIES:

 

1.      Obligations on Listed Companies/RTAs/Depositories

 

(A)              Identity verification:

 

i)     PAN, identity proof and address proof of the transferee(s) and transferor(s) shall be mandatorily verified.

 

ii)     In case of mismatch of name in PAN card vis-à-vis name on transfer deed, transfer shall be registered on submission of additional documents explaining the difference in names viz. copy of any Officially Valid Document or copy of gazette notification regarding change in name.\

 

(B)               Signature verification:

 

Procedure as laid down in Para (B) of Schedule VII of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall be followed for difference or non-availability of signature of the transferor(s) as appended hereunder:

 

(1)    In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:

 

(a)    the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred;

 

(b)    if the intimation to the transferor(s) is delivered and the objection from the transferor(s) with supporting documents is not received within fifteen days, the listed entity shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:

 

(2)    In case of major differences in, or non-availability of, the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:

 

(a)    The listed entity shall promptly send to the transferee(s), via Speed Post, an Objection Memo along with the documents in original marking the reason as “material signature difference/ non-availability of signature” and an advice to ensure submission of requested documents of the transferor(s);

 

(b)    The listed entity shall also send a copy of the Objection memo as per clause (a) of sub-para (2) to the transferor(s), via Speed Post, simultaneously;

 

(c)    The above Objection Memo in clause (a) and (b) of sub-para (2) shall also state the requirement of additional documents of transferor(s) as follows for effecting the transfer:

 

(i) an Affidavit to update transferor(s) signature in its records;

(ii) an original unsigned cancelled cheque and banker’s attestation of the transferor(s) signature and address);

(iii) contact details of the transferor(s) and ;

 

(d)    If the intimation to both the transferor(s) and the transferee(s) are delivered, requested documents of the transferor(s) are submitted to the listed entity and the address attested by the bank tallies with the address available in the database of listed entity, the listed entity, shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:

 

(C)              Non-delivery of objection memo to the transferor / non-availability of any document required for transfer:

 

i)     In case of non-delivery of the objection memo to the transferor, non-cooperation by / inability / non-traceability of the transferor / non-availability of any document required for transfer as per Para A above, an advertisement shall be published in at least:

 

a)      One English language national daily newspaper having nationwide circulation; and

 

b)      one regional language daily newspaper published in the place of last known address of the transferor available in the records of the listed entity, giving notice of the proposed transfer and seeking objection, if any, to the same within a period of 30 days from the date of advertisement. A copy of the advertisement shall also be posted on the listed company’s website.

 

ii)   As a measure of ease to the investor, only a minimal fee may be charged by the listed company from the investor towards such advertisement.

 

iii) Transfer shall be effected only after the expiry of 30 days from the newspaper advertisement.

 

(D)              In case of death of transferee as per the executed transfer deed, legal heir(s) can claim the securities with all required documents as per the specified transmission procedure.

 

(E)              While giving credit of securities in the demat account of the transferee, listed company/RTA shall intimate the depository regarding one-year lock-in of the securities.

 

(F)              After the transfer, if fraud is detected during the one-year lock-in period, the lock-in shall continue on the related securities till further intimation. In such cases, securities so locked-in shall be released only in favour of the claimant as per order from competent court for release of securities.

 

(G)              To publicize the opening of this special window through various media including print and social media, once every two months during the one-year period.

 

TIMELINE FOR COPLETION OF REQUEST

 

Transfer requests shall be processed within 70 days from the date of receipt of request from the transferee with complete documentation.

 

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-:Note for Investors/ Claimant:-

 

Feel free to connect with us for any support in process of request of claim of Physical Shares or Duplicate Issue / Transmission of shares.

 

Disclaimer:

IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.

 

------------------------------------------------------------THE END------------------------------------------------------


Ravi Garg

  TOP 10 MISTAKES COMPANIES MAKE BEFORE FILING A DRHP: LESSONS FOR A SUCCESSFUL IPO JOURNEY   By CS Ravi Garg, Company Secretary   An Initia...