Single Credit Course on Corporate Laws and Capital Markets

About the Resource Person

Mr. Saswat Mohanty is a Partner Designate at Luthra and Luthra Law Offices, specializing in Capital Markets, Corporate & Commercial, and Mergers & Acquisitions. A graduate with a BBA (Hons.) LLB from Symbiosis Law School, Pune, Mr. Mohanty brings extensive expertise in capital markets transactions, including Initial Public Offerings (IPOs), Qualified Institutional Placements (QIPs), rights issues, and public debt offerings. His experience spans advising Indian and international clients across sectors such as e-commerce, healthcare, infrastructure, logistics, real estate, and telecom. With prior roles at the National Stock Exchange and Tier-1 law firms in India, Mr. Mohanty combines regulatory acumen with transactional proficiency, making him an ideal resource person for this course.

Course Objectives

The course is structured to achieve the following objectives:

Provide foundational knowledge of corporate structures and regulatory frameworks governing incorporation, management, and compliance under the Companies Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR).
Familiarize participants with the legal and regulatory framework of capital markets in India, including share capital, securities issuance, disclosure requirements under SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR), and the role of intermediaries.
Develop practical understanding of capital market transactions, including drafting and interpreting a Draft Red Herring Prospectus (DRHP), analyzing financial statements, and understanding certifications and audit responsibilities.
Offer comparative insights into international practices, particularly U.S. securities laws, to contextualize Indian regulations within a global framework.

Course Outline

The course is divided into four modules, covering both theoretical and practical aspects:
Module 1: Incorporation, Role of Directors, Meetings, and LODR (5 Hours)

Kinds of companies
Formation and incorporation of a company (Memorandum of Association, Articles of Association)
Meetings and Directors: Powers of the board, board meetings, shareholder meetings, special and ordinary resolutions, and relevant provisions of Listing Obligations and Disclosure Requirements (LODR)

Module 2: Share Capital and Allotment of Securities (5 Hours)

Relevant sections of the Securities Contracts (Regulation) Act, 1956
Share capital, types of share capital, and kinds of shares
Types of issues: private placement, public issue, and rights issue
Prospectus and types of prospectuses

Module 3: Issue of Capital and Disclosure Requirements, 2018 (ICDR) (4 Hours)

Definitions, Regulations 3, 4, 5, and 6
Block deal, bulk deal, and offer for sale
Part 2 of ICDR, Part 3 (Promoters’ Contributions), Part 4 (Lock-in Conditions), Part 5 (Appointment of Lead Managers and Other Intermediaries), Schedule 6
Qualified Institutional Placement

Module 4: Practical Applications (2 Hours)

Rationale behind different chapters of a Draft Red Herring Prospectus (DRHP)
Reading financial statements (balance sheet, profit and loss account, cash flow statements)
Concepts of audited and restated financial statements, arrangement letter, comfort letter, and circle-ups
Standard certificates and liability of auditors as experts
Overview of U.S. Securities Laws

NLUO National Law University Odisha Accredited By NAAC

NLUO National Law University Odisha Accredited By NAAC