Corporate Advisory Division

Privileged & Confidential

Post-IPO & Listing Compliance Support Services

TM

Taking a big leap to get listed on the SME bourses and being

amongst listed SME companies in India is in itself a matter of

great pride and honour. Yet, with this privilege comes greater

responsibility and accountability towards stakeholders at large.

Post listing, SMEs are required to comply with certain new

regulations which inter-alia include SME Listing agreement,

SEBI (SAST) Regulations, 2011, SEBI (Prohibition of Insider

Trading) Regulations, 2015, compliances for listed entities under

Companies Act, 2013 etc.

3 Pantomath Advisors LLP – A Group entity of Pantomath

After spending the time and effort, am I really going to be sure that I have not missed out on any compliance?

Out of so many laws and regulations, how can I be sure which are applicable to me?

Oh God! I am under so much of pressure, how do I ensure a completely controlled process?

How can I be sure that my team has timely file/intimate to concern authority?

How I wish someone tracks all developments of my company an intimates about any compliances?

Some Common Concerns

How can I ensure that disclosure to be made to the concern authority is correct in every manner?

4 Pantomath Advisors LLP – A Group entity of Pantomath

Key Compliances – ‘A Framework’

• Intimation of book closure date • Intimation of date of board meeting

re. dividend & change in managerial remuneration etc.

• Notice considering issue of bonus shares, increase of capital through various mode

• File scheme/petition proposed to be filed before any court or tribunal for merger, amalgamation etc.

• Intimation about change in director, managing director and auditors

SME – Listing

Agreement

• File quarterly compliance report on corporate governance

• File shareholding pattern • File financial results half yearly &

yearly • Payment of annual listing fees • Share capital reconciliation audit

Mandatorily filing / intimation

Event based filing / intimation

SEBI (SAST)

Regulation, 2011

• Disclosure of aggregate shareholding and voting rights as on 31st March by the promoter and the company to the stock exchange under takeover code

Mandatorily filing / intimation

SEBI (PIT)

Regulations, 2015

• Disclose shareholding of promoters, KMPs and directors

• Disclosure of trading plans • Formulate code for fair disclosure • Formulate code of conduct

File / intimate to stock exchange

Companies Act,

2013

• Formation of audit committee, remuneration committee etc.

• Appointment of key managerial personnel, independent directors, woman director etc.

• Mandatorily disclosures to be uploaded on Company website

• Conducting board meetings as per the Act.

• Filing of relevant forms with the RoC & maintaining various registers.

File / intimate to RoC

• Disclosure on receipt of intimation of allotment of shares or the acquisition of shares or voting rights in target company

Event based filing / intimation

Foreign Exchange

Regulations

• Intimate issue / transfer of shares to

or by non-resident • Filing of annual return • Other relevant filings

File / intimate to stock exchange

5 Pantomath Advisors LLP – A Group entity of Pantomath

Compliances – ‘Challenge and Opportunity’

Consequence of non-compliance Merits of compliance

• Penalty levied under various provisions of law

• Restriction from holding Directorship

• Restriction on accessing capital market

• Suspension of Trading in Shares

• Loss of investor confidence

• Loss of Goodwill

• Minimize litigation, thereby reducing cost of compliance

• Facilitate proper & timely record maintenance

• Portrays good corporate governance practice

• Builds confidence of investors, regulators and other stake holders

6 Pantomath Advisors LLP – A Group entity of Pantomath

Our Compliance Support Services

Identification of key

compliances

Set up the process

Execution assistance

Monitoring the system

• Examination of group structure

• Understanding organizational structure

• Compliance identification re. to various laws under – (Companies Act , SEBI Listing Agreement, Takeover Disclosures, Insider Trading Disclosures, FEMA compliances)

• Analysis of composition of board – Companies Act, 2013 & Listing Agreement

• Examination of investor grievance redressal system

• Identify the default/ non compliances

• Develop manuals/checklist for quarterly, annual & event based compliances

• Develop formats/templates to comply with Listing Agreement, SEBI (PIT), SEBI (SAST) and Companies Act, 2013

• Developing comprehensive compliance calendar

• Developing review mechanism for key compliances

• Regularizing past non-compliance

• Execution of ongoing compliances within the prescribed time frame

• Assisting in liaison with regulatory authorities (RoC/SEs/SEBI etc.)

• Assist in drafting of relevant disclosures/certificates

• Assisting in organizing and managing corporate events such as shareholder meets, investor meets etc.

• Review of functioning of systems set

• Impact analysis and action plan for any changes in law

• Periodic revalidation of executed action plan

7 Pantomath Advisors LLP – A Group entity of Pantomath

Our Other Services

ESOP Agreement &

ESOP valuation

Restructuring assistance

(Amalgamation/ demerger, etc)

Succession planning &

private Trust formation

Litigation support service

Buy-back. Preferential allotment,

delisting, direct listing,

assistance

Secretarial Audit &

Certification Support

Our Services

For more details For more details http://www.pantomathgroup.com/services.php

8 Pantomath Advisors LLP – A Group entity of Pantomath

Time for change has arrived! During these changing times you need a trusted partner who can provide end-to-end support to make a smooth transition from the extant framework to one that effectively addresses the requirements for newly listed company. Pantomath with its well researched insights and expert team will work out complete transition for you !

Pantomath’s Initiatives / Achievements: - Dedicated support services for post listing

compliances - Unique Companies Act Convergence (CAC)

program - Representation on regulatory bodies / professional

institutions / organisations like SEBI, BSE, ICSI, AIBI

Why Pantomath Corporate Advisory ?

9 Pantomath Advisors LLP – A Group entity of Pantomath

{

Hindustan Unilever Ltd

Our Select Clientele in Corporate Advisory Space

{

Motilal Oswal Financial Services Ltd

{

Forever Living Imports Pvt. Ltd

{

SBI General Insurance Co Ltd

{

JMC Projects (INDIA) Ltd

{

Elegant Marbles & Granite Ltd

{

Ifast Financial India Pvt. Ltd.

{

PwC India Pvt. Ltd.

{

Stovec Industries Ltd.

Crompton Greaves Ltd

{

Soham Organics (P) Ltd

{

Metropolitan Stock Exchange of India Ltd.

{

Hinduja Finance Limited

{

Lodha Group

{

Omkar Group

{

Majestic Research Services and Solution Limited

{

Ashapura Intimates Fashion Ltd

{

Essel Group

{

Agrimas Chemicals Ltd

{ Vakrangee Limited

Let’s Take It Forward….

Advisors LLP Progress with Values

Disclaimer All data and information is provided for informational purposes only and is not intended for any factual use. It should not be considered as binding / statutory provisions. Neither Pantomath Capital Advisors nor any of its group company, directors, or employs shall be liable for any of the data or content provided for any actions taken in reliance thereon.

Associate Offices at Bhopal - Madhya Pradesh Borivali - Mumbai Kolkata - West Bengal Pune - Maharashtra Rajkot - Gujarat Vapi - Gujarat

TM

Online Initiatives : www.dobusinessinindia.in | www.smeipo.net

Corporate Office : Mumbai 108, Madhava Premises, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051 Landline: (022) 2659 8692/93 Fax: (022) 2659 8690 Website: www.pantomathgroup.com E-mail : mahavir.lunawat@pantomathgroup.com

Branch Offices : Ahmedabad: 501, Shikhar Building, Mithakali Cross Road, Navrangpura

Surat: 501-C, International Trade Centre, Majura Gate, Ring Road