Private placement of listed debt securities requires the offer document to disclose the minimum subscription amount applicable to an investor. The requirement ensures that the minimum investment threshold for participation is stated in advance.

Initial disclosures for listed debt securities must be true, correct, material and adequate for informed investment decisions. Issuers must provide issuer-related and issue-related information, including risk factors, financial statements, management, material litigation and defaults, debt security details, proposed listing exchanges and use of proceeds. Additional exchange-specified information may be required. Pricing supplements must be submitted before admission to listing, and security or collateral details must be adequately disclosed. Exchanges may grant disclosure exemptions under internal policies or guidelines.

An issuer seeking to list debt securities on a recognised stock exchange must submit a listing application with the applicable offer document or information memorandum, in accordance with the exchange's specified requirements. The application must also be filed with the applicable regulatory fee, which is to be remitted to the Authority in the manner it specifies.

Debt securities may be listed by an issuer on a recognised stock exchange. Securities proposed for issuance and listing may be offered as a standalone issuance or through a series of issuances. A series may include a medium term note programme, allowing issuers to structure listed debt offerings either individually or under a programme-based issuance arrangement within the recognised exchange framework.

An issuer whose depository receipts are already listed in a jurisdiction outside IFSC may obtain a secondary listing without public offer on a recognised stock exchange. The issuer must file the listing application for that secondary listing in the form and manner specified by the recognised stock exchange or exchanges.

Listing of publicly offered depository receipts requires the issuer to list them on the recognised stock exchange or exchanges within the period specified by the relevant recognised stock exchange.

65. The issuer and lead manager(s) shall ensure that the depository receipts are allotted, and the payments and refunds are completed within five working days from the date of closure of the issue. =============... ... ...

Listing of depository receipts offered publicly is permitted only where the offer receives minimum subscription of USD seven hundred thousand or another amount specified by the Authority.

63. The initial public offer of depository receipts shall be kept open for at least one working day and not more than ten working days. =============... ... ...

Pricing of depository receipts in a public offer may be determined by the issuer in consultation with the lead manager or lead managers. The issuer may select either a fixed price method or a book building process to establish the offer price, with both mechanisms available as permissible pricing routes.

61. (1) The offer document shall contain all material disclosures which are true, correct and adequate to enable the investors to take an informed investment decision. (2) For the purpose of 'materiality' of disclosure under this regulation, the issuer shall provide the details of its 'materiality policy', wherever applicable, in the offer document and ensure the disclosure of all material information post filing of offer document and prior to listing. (3) The lead manager(s) shall exe... ... ...

Regulation 60 requires a draft offer document for a public offer of depository receipts to be filed in the same prescribed manner as an offer document for an initial public offer under Part A of Chapter III. The initial-public-offer filing framework consequently applies to draft offer documents for such public offers.

This is a neutral professional article. The judgment is analysed in the context of its factual background, issues framed, and conclusions reached by the Court. 2026 (7) TMI 1565 - CESTAT KOLKATA 1. At a Glance The central question is the rate of interest payable where an amount deposited during a customs investigation is refunded after the demand for which it was retained does not survive. In 2026 (7) TMI 1565 - CESTAT KOLKATA, the Tribunal held that the assessee was entitled to interes... ... ...

Regulation 59 requires a public issue of depository receipts under Part B to meet a minimum offer size of USD 700,000. Another amount may apply where specified by the Authority. The provision imposes a mandatory issue-size condition for each public offer of depository receipts, while permitting regulatory revision of the applicable minimum threshold.

Depository receipt issuance by an issuer incorporated outside an IFSC is permitted only where the issuer is authorised under applicable laws of its home jurisdiction to issue such receipts. The underlying securities represented by the depository receipts must be held in dematerialised form, be fully paid, and remain free from all encumbrances.

Listed entities may undertake rights issues, preferential issues or qualified institutions placements of specified securities, subject to compliance with requirements specified by the Authority.

Post-business-combination listing requires the resultant entity to immediately disclose completed transaction details and meet listing eligibility criteria within one hundred and eighty days to continue listing. It must also comply with applicable listing obligations and continuous disclosure requirements. Shareholdings of SPAC sponsors, controlling shareholders, directors and key managerial personnel are subject to a one-year lock-up from the closing of the business combination.

Regulation 55 applies the continuous disclosure requirements specified for listed entities under Chapter XII to listed special purpose acquisition companies on a mutatis mutandis basis. Listed SPACs are consequently subject to the Chapter XII continuous disclosure framework. The applicable requirements operate for SPACs with necessary adaptations, and disclosure duties applicable to listed entities govern listed SPACs in their corresponding context.

SPACs must keep IPO proceeds in an interest-bearing escrow account controlled by an independent custodian until completion of the business combination. Shareholders' approval and a detailed prospectus are required for the proposed combination, with prior approval from a majority of non-sponsor shareholders. Non-sponsor shareholders voting against the combination have redemption rights over their pro rata share of escrowed funds, net of taxes. Failure to complete the combination within the disclosed period results in liquidation of the escrow account and delisting of specified securities.

Initial public offers for Special Purpose Acquisition Companies are subject, mutatis mutandis, to the Initial Public Offer framework governing listing, post-issue reports, lead-manager responsibilities and prohibition on payment of incentives. Applicable requirements under Part A of Chapter III are thereby incorporated into the SPAC offering regime with necessary contextual adaptation.