SEBI Plans Sharper Watch On Equity Proceeds Arabian Post

(MENAFN- The Arabian Post) clearfix"> Capital markets regulator SEBI is preparing tighter rules to track how listed and listing-bound companies use money raised from investors, seeking to strengthen accountability at a time when public fundraising has slowed and market volatility has tested investor confidence.

A draft framework under consideration would expand the role of monitoring agencies, usually SEBI-registered credit rating firms, and give them a stronger channel to flag diversion, delays or non-cooperation in the deployment of funds raised through equity issues. The proposals cover initial public offerings, rights issues, preferential allotments and qualified institutional placements, widening the regulatory lens beyond conventional IPO scrutiny.

Central to the plan is a proposal to lower the threshold for mandatory monitoring of issue proceeds from ₹100 crore to ₹50 crore. That change would bring a larger number of mid-sized fundraisings under independent review, particularly at a time when companies are using public markets not only for expansion but also for debt repayment, acquisitions, working capital and general corporate purposes.

The proposed framework would also require monitoring agencies to report directly to stock exchanges, rather than depend mainly on issuers for the onward dissemination of their findings. This would mark a significant shift in the balance of responsibility, as exchanges would receive a clearer view of whether the stated objects of an issue match actual fund utilisation.

Companies that fail to cooperate with monitoring agencies could face penalties, including fines of ₹50,000 for each violation. The measure is intended to address a weakness in the current structure, where monitoring agencies review deployment but have limited power when issuers delay information, provide incomplete data or fail to explain deviations from stated plans.

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SEBI's initiative comes after a period of heavy fundraising through equity markets, followed by a more cautious phase shaped by global risk aversion, pressure on domestic stocks and foreign portfolio outflows. Large companies and new-age firms have kept IPO plans alive, but several issuers have deferred listings as valuations became harder to defend. The regulator's draft reflects a view that investor confidence depends not only on disclosure before fundraising but also on verifiable use of proceeds after capital is raised.

Under existing rules, companies raising equity funds must disclose the objects of the issue in offer documents and provide periodic updates on utilisation. Monitoring agencies submit reports on whether the proceeds are being used as promised. These reports are placed before audit committees and submitted to stock exchanges, but the enforcement burden largely remains with the issuer and the regulator.

The proposed changes would make monitoring more active and less dependent on company-led disclosure. Rating firms would be expected to examine bank statements, payment trails, board approvals and project progress more closely. They may also need to identify whether funds have been parked for long periods, shifted to purposes not approved by investors, or routed through related-party arrangements.

For investors, the changes could improve visibility over post-issue conduct, especially in cases where companies raise money for broad purposes and later alter business plans. Fund diversion has long been a concern in equity markets because public shareholders bear the risk when proceeds are used for objectives that differ materially from those advertised during the fundraising process.

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For issuers, the proposals may raise compliance costs and increase documentation burdens. Smaller companies crossing the proposed ₹50 crore threshold would have to engage monitoring agencies and respond to periodic queries. Market participants expect some pushback from companies that argue existing audit committee and exchange disclosure requirements already provide sufficient oversight.

The regulatory argument is that tougher monitoring could reduce the gap between promise and performance. When a company raises money to build capacity, buy assets or reduce debt, the market prices the issue partly on those declared plans. If funds are later diverted or left idle without adequate explanation, minority shareholders have limited ability to intervene.

Credit rating agencies would gain a more prominent governance role under the proposed structure. Their task would move beyond checking utilisation statements to becoming a stronger early-warning mechanism for exchanges and investors. That may also bring questions over capacity, liability and conflict management, since the same agencies operate across ratings, surveillance and advisory-linked functions.

SEBI has been refining capital-raising rules across public issues, preferential allotments, rights issues and qualified institutional placements as it seeks to balance ease of fundraising with protection for minority investors. The latest proposal fits into a broader regulatory push to make market access faster while demanding greater transparency after money is raised.

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