CORPORATE FINANCE  ·  COMPANY LAW  ·  COMPLIANCE Delhi
The roadmap — Stage 03 of 07

Governance
setup.

The exchange reads your governance as a predictor of how you will behave once public. A board that exists on paper and a board that functions are different things, and diligence knows the difference within one meeting.

What happens in this stage

Board composition is brought to listed-company standard: the right mix of executive, non-executive, and independent directors — independent in fact, not just in the filing. Audit committee and nomination-remuneration committee constituted with proper charters and meeting rhythms. Key managerial personnel — CEO, CFO, Company Secretary — appointed with documented terms. Then the policy stack: related-party transaction policy, whistle-blower mechanism, insider trading code, materiality thresholds, document preservation, familiarisation programmes for independent directors.

The unglamorous part matters most: minutes that record actual deliberation, committee meetings that actually happen on schedule, disclosures made on time. Diligence doesn't just read your policies — it reads your minutes, your attendance registers, your filing history. Governance theatre collapses under this kind of reading. Real governance doesn't.

Deliverables

  • Board & committee constitution — composition, charters, meeting calendars
  • Independent director onboarding — selection, appointment, familiarisation
  • KMP documentation — appointments, terms, role clarity
  • Policy stack — RPT, whistle-blower, insider trading, materiality, preservation
  • Secretarial health check — statutory registers, filings, minutes up to date

Timeline

Two to three months, running parallel with the back half of restatement. Director searches take the longest — good independent directors are in demand and they diligence you back.

Where companies stumble: appointing independent directors who are independent only on paper — the promoter's former auditor, a family friend. Diligence spots it instantly and it poisons everything else. The other one: writing policies nobody follows. An insider-trading code that no employee has read is worse than useless — it's evidence.

What this unlocks

A company that already operates like a listed company. When the banker arrives, governance is a completed chapter, not a workstream. And after listing, the compliance calendar is a continuation of existing habit, not a new shock.

IPO readiness

Know where you stand before the banker does.

Take the scorecard, then let's talk about the gaps — with a dated plan, not a sales pitch.

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