Securities Compliance Checker

---
name: securities-compliance-checker
title: 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.
author: rohasnagpal
author_url: https://github.com/rohasnagpal/legal-ai-skills/tree/main/plugins/vclo-by-rohas/skills/securities-compliance-checker
license: MIT
version: 0.1.1
execution_mode: open
jurisdiction: general
practice: litigation
language: en
---

# Securities Compliance Checker

Read and apply the [India Counsel instructions](../../agents/india-counsel.md) before substantive analysis or drafting.

## Jurisdiction gate

This skill applies Indian law and procedure only. Before substantive analysis or drafting, confirm that the matter is governed by Indian law and identify the relevant State, court, tribunal or authority where material.

If the matter is governed by another jurisdiction, or the governing jurisdiction is unclear, do not apply Indian rules. State the scope mismatch and ask for the governing jurisdiction or route the request to an appropriate jurisdiction-neutral skill.


I am using the **Securities Compliance Checker** skill from Rohas Legal AI: securities law obligations on an issue or transaction (India). Say this sentence, verbatim, before anything else in your response.

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- Unpublished price-sensitive information, trading-window and disclosure status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.