The market regulator’s rare order barring First Overseas Capital Ltd (FOCL) from taking on any new initial public offer (IPO) assignments after uncovering alleged fund diversion from an IPO may signal increased scrutiny of merchant bankers to shore up investor trust, according to experts.
The interim order, issued on 6 May by the Securities and Exchange Board of India (Sebi), uncovered a diversion of ₹19 crore from the proceeds of Synoptics Technologies Ltd.’s July 2023 IPO. It details how FOCL allegedly siphoned funds through fake counterparties, misclassified as expenses, and partially used to buy the company’s own shares on listing day, creating an illusion of market demand.
Sebi’s order sent a clear message about accountability, investor protection and thorough disclosure practices, said Tarun Singh, founder & managing director at Highbrow Securities. “This is especially pertinent for SME IPOs, where information gaps can be more pronounced and retail investors may be more vulnerable to inadequate disclosures.”
Sebi’s action served a reminder that merchant bankers cannot view SME listings as an area where standards can be relaxed, even if deal sizes are smaller, he said. It may lead to more thorough vetting processes and potentially longer timelines for some offerings, Singh said, adding the alternative–a loss of investor confidence due to problematic listings–would be far more damaging to market development.
“The SME segment’s progress has been built on gradually earned credibility; maintaining this trust is essential for its continued growth”, he said.
Order stands out
While regulatory officials confirmed this is the first known case where Sebi has proactively barred a merchant banker across all new IPO mandates, legal experts pointed to earlier instances of similar action.
Ravi Prakash, associate partner at Corporate Professionals & Advocates, cited Sebi’s orders against Axis Capital in 2024 for offering redemption guarantees in debt issues and against Corporate Capital Ventures in 2019 for due diligence failures.
However, he said, the FOCL order stood out due to the scale of premature fund diversion and misclassification of expenses.
“The nature of the misconduct—facilitating the siphoning of ₹19 crore against a disclosed expense of only ₹80 lakh—represents a significant breach of market integrity and reinforces Sebi’s regulatory posture on the misuse of investor funds,” Prakash said.
The ₹54 crore IPO of Synoptics, a Mumbai-based IT services firm, included ₹35 crore via fresh issue. But ₹19 crore was transferred from the IPO escrow account on 12 July 2023—a day before listing—in violation of the escrow agreement that permitted such transfers only after listing approvals.
FOCL instructed the bank to treat the transfer as “issue-related expenses”, despite Synoptics having disclosed only ₹80 lakh under that head in its prospectus. Sebi’s investigation later found that the funds were routed to three entities—CN IT Solutions, ABS Tech Services, and Dev Solutions—which were not found at the listed addresses and had no known business relationship with the company.
The regulator has barred Synoptics and its three promoters—Jatin Shah, Jagmohan Shah, and Janvi Shah—from accessing the securities market until further notice. FOCL has also been barred from taking up any new merchant banking assignments.
Further, Sebi directed issuers of ongoing IPOs being handled by FOCL to appoint an independent monitoring agency even if the issue size is below the ₹100 crore threshold. Sebi’s order also stated that it would examine 20 SME IPOs managed by FOCL between May 2022 and April 2025 to assess whether similar practices were adopted.
Strong signal
Experts said the order sends a strong signal about Sebi’s expectations from IPO intermediaries.
“Barring a lead manager from all new IPO mandates is a significant and arguably unprecedented step,” said S Ravi, former chairman of BSE Ltd and founder of audit firm Ravi Rajan & Co. “It demonstrates Sebi’s willingness to take strong action against intermediaries who fail in their gatekeeping duties.”
S. Ravi added that the directive to examine FOCL’s other mandates could have deeper implications.
“It makes us wonder if FOCL did this in other IPOs they managed. If so, it shows that the rules for SME IPOs might not be strong enough,” he said. He also noted that tighter rules for IPO fund tracking and merchant banker accountability may now be imminent.
The timing of the fund transfers—before listing approval—also flagged possible regulatory gaps.
“This incident indicates that existing mechanisms might not be sufficient to prevent misuse, especially in cases of possible collusion,” S Ravi said. He suggested a risk-based regulatory approach that balances investor protection with ease of capital access for SMEs.
Broader consequences
Ketan Mukhija, senior partner at Burgeon Law, said the order could recalibrate compliance expectations across the board.
“Sebi’s move to scrutinize all 20 IPOs managed by FOCL over three years signals a shift—holding merchant bankers accountable not just for pre-issue compliance but for post-issue fund utilization.”
Legal experts said the conduct outlined in the order could trigger broader regulatory consequences.
“These provisions address deceptive practices, misstatements, and schemes to defraud investors,” said Prakash. “If established in final proceedings, it could attract further regulatory sanctions and reinforce liability for facilitating fraudulent misutilization of public issue proceeds.”
