60. The filing of draft offer document shall be in the manner as specified for filing of offer document for initial public offer under PART A of Chapter III of these Regulations. =============... ... ...

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... ... ...

PART B: PUBLIC OFFER OF DEPOSITORY RECEIPTS 59. The issue of depository receipts shall be of size not less than USD seven hundred thousand, or any other amount as may be specified by the Authority. =============... ... ...

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.

CHAPTER VII: RIGHTS ISSUE, PREFERENTIAL ISSUE AND QUALIFIED INSTITUTIONS PLACEMENT 57. A Listed Entity may make rights issues, preferential issues or qualified institutions placement of specified securities, subject to compliance with the requirements that may be 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.

55. The continuous disclosure requirements applicable for Listed Entities as specified under Chapter XII of these regulations shall mutatis mutandis apply to a SPAC. =============... ... ...

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.

53. The provisions relating to listing, post-issue report, other responsibilities of lead manager and prohibition on payment of incentives provided for Initial Public Offers under PART A of Chapter III shall mutatis mutandis apply to initial public offer under this Chapter. =============... ... ...

SPAC initial public offerings require a minimum application size of USD one hundred thousand. Investor allotments may follow a proportionate or discretionary basis if disclosed in the offer document. Issuers and lead managers must complete specified securities allotment and all payments and refunds for participating investors within five working days from the closing date of the issue, in accordance with the disclosed allocation basis.

51. (1) A public issue of specified securities may be underwritten by an underwriter and in such a case adequate disclosure regarding underwriting arrangements shall be made in the offer document. (2) At least fifty per cent. (50%) of the underwriting commission shall be deferred until successful completion of the business combination, and shall be deposited in the escrow account. (3) In case of liquidation, the underwriter shall have no right on the deferred commission deposited in th... ... ...

Initial public offers by Special Purpose Acquisition Companies must remain open for at least one working day and no more than ten working days.

Issues involving the listing of special purpose acquisition companies must use a fixed price mechanism. The issuer must determine the issue price in consultation with the lead manager or lead managers. Issuer-led price determination therefore requires lead-manager consultation as a mandatory element of fixing the price for the relevant listing issue.

SPAC listing issue-size requirements prescribe a minimum public issue size of USD fifty million, subject to any different amount specified by the Authority. Sponsor shareholding must constitute at least fifteen per cent and no more than twenty per cent of post-issue paid-up capital. Before the IPO, sponsors must maintain aggregate subscription across all securities of USD ten million or at least two and a half per cent of issue size, whichever is lower, subject to an alternative threshold specified by the Authority.

SPAC offer documents must contain true, correct and adequate material information for informed investment decisions. Issuers must disclose their materiality policy where applicable and provide material information arising after filing and before listing. Lead managers must conduct due diligence on the materiality, veracity and adequacy of disclosures. Required matters include risk factors, capital structure, redemption and liquidation rights, issue details, sponsor information, business-combination parameters, financial statements, related-party transactions, material litigation, pending approvals, major group entities and other material information.

Offer timing for Special Purpose Acquisition Company listings requires the issuer to make the offer within twelve months from the Authority's issuance of observations. If the offer is not made within that period, a fresh draft offer document must be filed.

Initial public offers by Special Purpose Acquisition Companies (SPACs) must follow, with necessary modifications, the IPO requirements under Part A of Chapter III. These include appointing a lead manager, obtaining in-principle approval from recognised stock exchange(s), and filing the offer document.

Special purpose acquisition companies may undertake an initial public offering of specified securities only where no target business combination has been identified, compliant redemption and liquidation arrangements exist, and the sponsor's relevant track record is disclosed. Sponsor includes persons sponsoring the SPAC's formation and persons holding specified securities before the offering. Listing is unavailable if the issuer or any sponsor is debarred from the capital market, is a wilful defaulter, or is a fugitive economic offender.

Qualified institutions placements may be permitted for a public Indian company whose equity shares are listed on a stock exchange in India. Permission to undertake the placement depends on compliance with the manner specified by the International Financial Services Centres Authority from time to time. This eligibility confines placements to listed public Indian companies and subjects their process to prescribed requirements.

Specified securities already listed outside IFSC may be listed on recognised stock exchange(s) in IFSC through a public offer. The issuer is subject, with necessary modifications, to the initial public offer framework governing offer-document disclosures, pricing, subscription, underwriting, allotment, listing, post-issue reporting, green shoe price stabilisation, lockup, and lead-manager responsibilities. A public Indian company with dual listing in IFSC and India must comply with additional regulatory requirements.