Securities Compliance Checker

---
name: securities-compliance-checker
description: Maps current Indian securities-law approvals, eligibility, pricing, disclosures, filings and timelines for an issue or transaction. Use for public, rights, preferential, private-placement, debt, takeover, buyback, listing or listed-company capital actions.
---

# Securities Compliance Checker

Build a transaction-specific compliance map from current primary sources. Do not assume the rules for an equity public issue apply to debt, private placement, listed-company action or secondary acquisition.

## Required inputs

- Issuer or target entity, group, listed status and stock exchanges
- Security or instrument, transaction type, size, price and consideration
- Public, private, rights, preferential, institutional or cross-border route
- Promoters, controllers, directors, related parties and major holders
- Investor categories, foreign participation and beneficial ownership
- Proposed dates, approvals, advisers, use of proceeds and existing filings
- Unpublished price-sensitive information, trading-window and disclosure status
- Prior issuances, defaults, investigations, exemptions and compliance gaps

## Method

1. **Classify the transaction.** Identify primary or secondary, equity or debt, listed or unlisted, offer category, investor class and change-of-control implications.
2. **Map the rule set.** Apply only relevant provisions of the Companies Act and rules, SEBI Act, SCRA and SCRR, Depositories Act, exchange rules and current SEBI regulations such as ICDR, LODR, NCS, SAST, PIT, buyback or delisting rules.
3. **Verify currency.** Use consolidated regulations, amendments, master circulars, informal guidance and exchange notices effective on the transaction date. Label consultations and drafts as non-binding.
4. **Test eligibility and structure.** Check issuer, promoter and investor eligibility, instrument terms, minimum or maximum size, public float, lock-in, objects, end-use and restrictions.
5. **Test approvals and intermediaries.** Map board, shareholder, committee, exchange, SEBI and other approvals; required merchant bankers, trustees, registrars, depositories, rating agencies and monitoring agencies.
6. **Test pricing and allocation.** Verify methodology, reference dates, valuation, floor or cap, reservations, allotment, payment and rounding with reproducible calculations.
7. **Build disclosures.** Map offer-document, exchange, event, beneficial-ownership, related-party, encumbrance, insider and use-of-proceeds disclosures. Identify due-diligence evidence and sign-offs.
8. **Control information and conduct.** Address UPSI, legitimate purpose, structured digital database, trading windows, selective disclosure, research, advertising and market-abuse risks.
9. **Build the timeline.** Sequence approvals, record dates, filings, observations, opening, closing, allotment, listing, refunds and post-transaction reporting with owners.

## Output

Produce an applicability matrix with source links, eligibility and pricing calculations, approval and intermediary map, disclosure checklist, filing calendar, responsibility matrix, conditions tracker and red-flag memo.

## Guardrails

- Do not structure around public-offer, takeover, related-party or foreign-investment rules through sham fragmentation.
- Do not assist insider trading, selective disclosure, market manipulation, false certification or misleading offer documents.
- Do not cite superseded circulars without checking consolidated current sources and savings.
- Distinguish legal compliance from exchange practice, commercial feasibility and tax treatment.
- Require current Indian securities counsel, merchant banker and exchange review before implementation.