Introduction
When a company wants to raise funds from the public by issuing shares or debentures, it cannot do so freely without following rules. In India, eligibility norms for making capital issues are laid down mainly by SEBI (Securities and Exchange Board of India) under the SEBI (Issue of Capital and Disclosure Requirements) Regulations (ICDR). These norms are designed to protect investors, ensure transparency and allow only financially sound companies to access public money.
Meaning of Capital Issues
A capital issue refers to the process by which a company raises funds by issuing equity shares, preference shares or debentures to investors. Capital issues can be of different types such as Initial Public Offer (IPO), Follow-on Public Offer (FPO), Rights Issue or Preferential Issue.
Eligibility norms primarily apply when a company approaches the public market to raise funds.
Objective of Eligibility Norms
The main purpose of prescribing eligibility norms is to:
- Protect small and retail investors from weak or fraudulent companies
- Ensure that only companies with a reasonable financial track record raise public funds
- Promote fair disclosure and transparency
- Maintain confidence in capital markets
From a banking perspective, these norms reduce systemic risk and enhance market discipline.
Authority Regulating Capital Issues
The SEBI is the primary authority regulating capital issues in India. SEBI replaced the earlier Controller of Capital Issues (CCI) and now ensures that:
- Issuers meet minimum eligibility criteria
- Adequate disclosures are made in offer documents
- Funds raised are used for stated purposes
Eligibility Norms for Public Issue of Capital
Financial Track Record Requirements
One of the most important eligibility conditions is the financial track record of the company.
Generally, a company making a public issue should have:
- Net tangible assets of a minimum prescribed amount in recent years
- Track record of distributable profits in preceding years
- Positive net worth
These requirements ensure that companies without operational stability do not raise money from the public.
Alternative Route – QIB Route
SEBI provides an alternative eligibility route for companies that do not meet profitability criteria.
Under this route:
- At least 75% of the net offer must be allotted to Qualified Institutional Buyers (QIBs)
- The remaining portion can be offered to retail investors
The logic behind this route is that institutional investors have the expertise to assess risk, thereby protecting small investors.
Minimum Promoters’ Contribution
Promoters must contribute a minimum portion of the post-issue capital.
Key aspects:
- Promoters’ contribution ensures commitment and confidence
- Such contribution is subject to lock-in period, meaning promoters cannot sell their shares immediately
This prevents promoters from exiting quickly after raising public money.
Lock-in Requirements
Lock-in provisions are imposed to ensure long-term involvement of promoters.
- Promoters’ shares are locked in for a specified period
- Shares issued to non-promoters may also have partial lock-in
This provision discourages short-term speculation and protects investor interests.
Minimum Public Shareholding
To ensure liquidity and broad participation, SEBI prescribes a minimum public shareholding.
- A minimum percentage of shares must be held by the public
- This improves price discovery and trading volume
Disclosure and Compliance Norms
Apart from financial eligibility, companies must meet strict disclosure norms.
The offer document must disclose:
- Business profile and risks
- Financial statements
- Utilisation of issue proceeds
- Legal and regulatory matters
Transparency is as important as financial strength in capital issues.
Eligibility Norms for Different Types of Capital Issues
Initial Public Offer (IPO)
For an IPO, eligibility norms are most stringent because the company is accessing the public market for the first time.
SEBI examines:
- Past performance
- Promoters’ background
- Corporate governance standards
Follow-on Public Offer (FPO)
For an FPO, eligibility norms are relatively relaxed because:
- The company is already listed
- Market performance is visible
However, disclosure requirements continue to apply.
Rights Issue
In a rights issue:
- Shares are offered to existing shareholders
- Eligibility norms are simpler
- SEBI focuses mainly on disclosures and fairness
Preferential Issue
Preferential issues are made to select investors.
Eligibility norms include:
- Pricing guidelines
- Lock-in requirements
- Shareholder approval
Importance of Eligibility Norms from Banking Perspective
For banks, eligibility norms are important because:
- Banks invest in equity and debt issues
- Banks finance IPOs and capital market activities
- Strong eligibility norms reduce credit and market risk
Issues and Challenges in Eligibility Norms
Despite regulations, challenges remain:
- Smaller companies find it difficult to access public markets
- Over-reliance on institutional investors
- Compliance costs are high
SEBI continuously updates norms to balance investor protection and capital formation.
Key Points
- Eligibility norms are governed by SEBI (ICDR) Regulations
- Profit track record or QIB route is mandatory
- Promoters’ contribution and lock-in are crucial safeguards
- Disclosure norms are as important as financial criteria
- Objective is investor protection and market stability
Conclusion
Eligibility norms for making capital issues form the backbone of India’s capital market regulation. They ensure that only credible companies raise funds from the public, thereby protecting investors and strengthening financial markets.