Presentation
Presentation
COMPLIANCE
FOR NAN MUDHALVAN
SEBI REGULATIONS FOR PUBLIC
OFFERINGS
* SEBI Regulations for Public Offerings
* Learning Objectives Understand the Securities and Exchange Board of
India (SEBI) regulations governing public offerings, particularly Initial
Public Offerings (IPOs).
* Key Research Areas:
* SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
(ICDR): The core regulation governing IPOs in India. Parthiban needs to
get a grip on this.
* SEBI Listing Regulations: Know what all needs to be done for listing of
company’s shares on a stock exchange post IPO.
* Companies Act, 2013: relevant provisions on raising capital and issuing
shares
SEBI REGULATIONS FOR PUBLIC
OFFERINGS
* SEBI (Prohibition of Insider Trading) Regulations – Understand insider
trading regulations during the IPO process.
* SEBI (Substantial Acquisition of Shares and Takeovers) Regulations: This
is less directly relevant to an IPO but worth knowing about as it will help in
long term compliance.
* Other relevant SEBI circulars and guidelines: SEBI issues updates and
clarifications often. Keep track.
* Foreign Exchange Management Act (FEMA) regulations: Any Foreign
Investment involved then FEMA regulations apply
• * Income Tax Act: taxation of the IPO for the company and investors.
SEBI REGULATIONS FOR PUBLIC
OFFERINGS
* Deliverables:
* A briefing document on the key SEBI regulations on IPOs.
* List of all Acts, Regulations and Circulars
• * A glossary of key IPO terms (e. G., DRHP, RHP, Red Herring Prospectus, Offer for Sale, etc. )
A COMPLIANCE CHECKLIST FOR IPO
DOCUMENTATION
* Objective: To develop a comprehensive checklist on all
documentation and compliance requirements for an IPO as per SEBI
regulations
* Checklist Categories:
* IPO Preparation: Board resolutions, shareholder approvals, merchant
bankers, counsel, etc.
* Draft Red Herring Prospectus (DRHP) prepared – disclosures of
financials, business, management, risk factors, offer details, etc.
* Filing with SEBI: Process of filing of DRHP with SEBI
* SEBI Observations and Amendments: Incorporate changes as per
SEBI queries and comments in the RHP.
A COMPLIANCE CHECKLIST FOR IPO
DOCUMENTATION
* Red Herring Prospectus (RHP) and Prospectus: finalize and
print RHP and prospectus
* Listing Application: Applying for stock exchange listing
* Post IPO Compliance – Allotment of shares, refunds, listing
formalities, post listing disclosures, etc
* Deliverables:
* Compliance checklist in structured format (e. G., spreadsheet,
document) that is actionable and easy to use
• * A brief description of each item on the checklist, along with
the applicable SEBI regulation.
“FANTASY COMPANY” CREATE
REGULATORY FILINGS FOR A PITCH DECK
* Objective: Using regulations learned and compliance checklist, simulate the IPO process for fictional
company to gain hands on experience.
* Steps:
* Write a profile of a fictional company: what it does, finances, management, etc.
* Prepare mock DRHP and RHP – fill in the details based on the fictional company’s profile. Very important
step.
* Scenario based SEBI queries and responses – Consider questions that SEBI may raise and prepare
responses to these.
• * Run through the listing application process: gather the listing documents
“FANTASY COMPANY” CREATE
REGULATORY FILINGS FOR A PITCH DECK
* Simulate post-IPO activities: Allotment, refunds, etc.
* Deliverables:
* Mock DRHP and RHP documents.
* Documentation of simulated SEBI queries and responses.
* Simulated listing application.
* Report on simulated IPO process including challenges encountered
Key Tools and Resources:
* Website of SEBI: - For all regulations and circulars.
* Legal Databases: Manupatra, Westlaw, LexisNexis, etc.
• * Chartered Accountant Firms/Law Firms: It is advisable to consult professionals who have experience in IPOs.