Collaboration Note for Capital Markets & Securities Counsel

Listed companies and their advisers live under a regulator that reads everything. This collaboration note describes how NARADism works with capital markets and securities counsel in India as an independent forensic and integrity partner, from pre-IPO diligence on promoters and related-party flows, through audit committee investigations under LODR, to forensic support in SEBI enquiries and proceedings before the SAT.

Who it is for

The note is written for counsel advising issuers, listed companies, boards and audit committees, and for those responding to SEBI on their clients' behalf.

What it covers

The note maps NARADism's support to five stages:

• Pre-IPO and deal: integrity diligence on promoters, KMPs and group entities, and forensic review of related-party and fund-flow disclosures before the DRHP.
• Listing: verification of disclosures, litigation and antecedent checks on directors and promoters, and clean-up of legacy issues surfaced in diligence.
• Ongoing compliance: whistleblower and audit committee investigations under LODR, insider trading and PIT compliance reviews, and forensic review of auditor red flags.
• SEBI enquiry: forensic reconstruction of trades, fund flows and communications to respond to show-cause notices, summons and forensic audit orders.
• SAT and recovery: expert reports in appeals and asset tracing in disgorgement, recovery and fund-diversion matters.

Six capabilities are then described: pre-IPO promoter and KMP integrity diligence; related-party and fund-flow forensics that give counsel and the issuer a defensible basis for disclosures and comfort letters; audit committee and LODR investigations with reports that stand before SEBI, the stock exchanges and shareholders; insider trading and communications forensics reconstructing trading patterns and UPSI flows; SEBI enquiry and forensic audit response, including independent re-performance where an existing forensic report is contested; and asset tracing and disgorgement support.

How the collaboration works

NARADism works under counsel's instruction, so work product is prepared for proceedings and privilege is preserved where available. Because the firm is not part of any audit network, it can review the statutory auditor's work and support the audit committee independently without being conflicted out. The note suggests starting with a promoter integrity check, an audit committee investigation or a SEBI response on a live matter.

Who NARADism is

NARADism is a senior-led boutique of lawyers, Chartered Accountants, forensic accountants, Certified Fraud Examiners and former intelligence professionals, whose leadership has handled cross-border and regulator-driven investigations involving the US Department of Justice, the SEC, the World Bank's Integrity Vice Presidency, SEBI, the Enforcement Directorate and the SFIO.

NARADism is an intelligence, forensic and compliance advisory firm, not a law firm. Download the note or write to info@naradism.com to discuss a matter.