Special purpose acquisition company SEBI
Capital-market transactions in India are regulated by the Securities and Exchange Board of India under the SEBI Act 1992 and the regulations framed thereunder — including the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 (ICDR) for public offerings, the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR) for listed entities, and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011 for takeovers. AMLEGALS advises issuers, selling shareholders, merchant bankers and investors on the structuring, regulatory compliance and documentation of IPOs, QIPs, OFS, rights issues, preferential allotments and buybacks.
The lifecycle of a public offering involves DRHP preparation, SEBI observations, RoC filing, pricing, allotment and listing. Post-listing, the entity is subject to LODR’s continuing disclosure obligations — related-party-transaction approvals, insider-trading compliance under the SEBI (Prohibition of Insider Trading) Regulations 2015, and the structured digital database. AMLEGALS acts across the lifecycle and in enforcement proceedings.
Advising on the offer structure (fresh issue, OFS, employee reservation), drafting and coordinating the draft red herring prospectus and the SEBI filing.
Managing the SEBI observation process, responding to SEBI queries, and ensuring compliance with the ICDR Regulations and any conditions.
Advising listed entities on board composition, audit-committee and NRC requirements, related-party transactions, and the periodic and event-based disclosures under LODR.
Establishing the structured digital database, trading-window procedures, code of conduct and disclosures under the SEBI (Prohibition of Insider Trading) Regulations 2015.
Defending issuers, directors and intermediaries in SEBI adjudication, settlement proceedings and appeals before the Securities Appellate Tribunal.
Advising on QIPs, preferential allotments, rights issues, buybacks, takeover-code compliance and delisting under the applicable SEBI regulations.
For a mainboard IPO, the issuer must satisfy the profitability route (net tangible assets of three crore rupees, distributable profits in three of five years, net worth of one crore rupees) or the QIB route under Regulation 6(2) of the ICDR Regulations. SME IPOs have separate eligibility under the SME platform rules.
From DRHP filing to listing, the process typically takes four to six months. SEBI issues observations within thirty days from the latest of receipt of the draft offer document, satisfactory replies to any clarification sought and the in-principle approval of the stock exchanges; the remaining time covers the RoC filing, marketing, book-building, allotment and listing.
Listed entities must comply with LODR requirements including quarterly and annual financial disclosures, governance norms (board composition, audit committee, NRC), related-party-transaction approvals, and event-based disclosures (material events, change in directors, change in auditors). Non-compliance triggers SEBI adjudication.
SEBI may impose a monetary penalty of not less than ten lakh rupees, which may extend to twenty-five crore rupees or three times the profit made from insider trading, whichever is higher, under Section 15G of the SEBI Act. Criminal prosecution under Section 24 carries imprisonment up to ten years and a fine up to twenty-five crore rupees.
No. No engagement is treated as accepted until conflicts, scope and terms are confirmed in writing. An initial discussion is confidential and is used only to understand the matter and assess fit.
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