Compliance Framework

1. Legal Foundation Under Section 42

iBankCentral is built to comply with the private placement rules defined under Section 42 of the Companies Act, 2013. Each capital raise follows a strict, documented process:

• Special board resolution filed with MGT-14
• Personalized PAS-4 offer letters issued post NDA
• Subscription routed via SEBI-registered escrow
• Allotment reported with PAS-3 within 15 days

2. Invite-Only Access for Investors

iBankCentral strictly avoids public solicitation. All investors are onboarded manually or via referral, then screened through a 5-step process:

3. Issuer Due Diligence and Vetting

Every issuer must pass legal and financial checks before their dealroom is activated:

• ROC filing history review (CIN & MCA lookup)
• Financial statements from last 2 years (audited)
• Cap table verification + ESOP disclosures
• Blacklist checks (RBI, SEBI, RoC watchlists)

4. Investor Limit Enforcement (≤200)

To comply with Section 42(2), each dealroom is capped at 200 investors per security class. Our live investor tracker ensures:

5. Escrow Workflow Integration

Funds are never touched by the platform. Instead, SEBI-approved escrow banks manage investor payments:

1. Investor sends funds via NEFT/RTGS into escrow
2. Escrow confirms payment → platform enables PAS-3
3. Issuer board approves allotment
4. Funds are released to issuer post PAS-3 filing

6. Investor Risk Disclosure & Lock-in Acknowledgment

Investors must acknowledge capital risk, illiquidity, and resale restrictions before viewing any sensitive material.

• Platform pop-up requiring checkbox + timestamp
• PDF record of consent stored with SHA-256 hash
• Access revoked if declaration is revoked

7. Immutable Audit Logs

Every sensitive step (PAS-4 generation, payment submission, login) is logged, hashed, and timestamped.

Example audit record includes:

• Investor ID, browser, IP address
• Time of NDA acceptance (UTC)
• Hash of downloaded document

8. Lock-In Monitoring Post-Allotment

Under Section 25(2), securities issued in private placement cannot be resold within 6 months. The platform ensures this via:

• Auto-calculated lock-in window based on PAS-3 date
• Cap table status showing lock-in per investor
• Transfer module disabled until expiration

9. Internal Compliance Control Panel

Platform admins (non-issuer) have access to a protected backend with:

• Checklist view for all active deals
• SRN validation for MGT-14 filings
• PAS-3 status tracker with reminders
• Red-flag logic for high-risk issuers or missing filings

10. Compliance-First Platform Architecture

Every part of iBankCentral — from form fields to dashboard workflows — has been designed to:

• Prevent breach of securities law by accident or ignorance
• Create auditable records for MCA/SEBI scrutiny
• Educate users via inline notices, warnings, and onboarding prompts
• Retain neutrality and firewall platform from liability