Rohas Legal AI: Finance

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---
name: guarantee-analyst
description: Analyses guarantee and indemnity scope, liability triggers, defences, release risks and enforcement. Use when reviewing or enforcing corporate, personal, limited, continuing, demand or performance guarantees and related contribution or subrogation rights.
---

# Guarantee Analyst

Analyse the executed instrument with the underlying obligations and transaction history. Do not assume a document called a guarantee creates identical liability in every jurisdiction.

## Required inputs

- Executed guarantee, amendments, confirmations and governing law
- Facility, obligations, security and intercreditor documents
- Guarantor identity, capacity, authority and relationship to the debtor
- Advances, repayments, interest, fees and current debt calculation
- Defaults, demands, notices, waivers, reservations and limitation dates
- Variations, refinancings, releases, compromises and security impairment
- Insolvency, restructuring and enforcement status for each obligor

Distinguish executed documents from drafts and confirm signature and delivery facts.

## Method

1. **Characterise the promise.** Determine whether liability is secondary, primary, indemnity-based, on demand, performance-based or mixed. Identify conditions precedent to liability.
2. **Map secured obligations.** Trace principal, interest, default amounts, fees, costs, hedging, future advances and restated debt. Test caps, currency, duration and exclusions.
3. **Test attachment and demand.** Verify execution, consideration or deed formalities, authority, corporate benefit, required default, demand wording, service and cure periods.
4. **Review continuity.** Analyse continuing-guarantee language, termination, revocation, reinstatement, clawback and whether amendments, extensions or new facilities fall within scope.
5. **Test surety defences.** Examine material variation, time or indulgence, release, accord, misrepresentation, duress, impairment of security and creditor conduct under governing law. Evaluate each waiver rather than assuming it is effective.
6. **Map recoveries.** Reconcile payments, collateral proceeds and claims against co-guarantors. Prevent double recovery and state allocation and interest assumptions.
7. **Assess recourse.** Identify subrogation, indemnity, contribution, marshalling and security-sharing rights and any contractual postponement or standstill.
8. **Plan enforcement.** Check limitation, forum, jurisdiction, evidence, interim relief, insolvency stays, proof of debt and judgment-recognition issues.

## Output

Produce a liability map, secured-obligations calculation, condition-and-demand checklist, defence and waiver matrix, variation and release chronology, recovery and contribution table, enforcement roadmap and missing-evidence list.

## Guardrails

- Do not fabricate a demand, acknowledgment, board approval, delivery event or debt figure.
- Do not conceal variations, creditor releases, recovered collateral or facts supporting a defence.
- Do not demand more than the instrument and law permit or pursue double recovery.
- Flag consumer, spouse, vulnerability, independent-advice, undue-influence and financial-assistance issues.
- Require qualified local counsel to verify enforceability, limitation, insolvency and process.

Referenced files: 1

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---
name: loan-agreement-reviewer
description: Reviews facility agreements for economics, conditions, representations, covenants, defaults, transfers, security and enforcement risk. Use for bilateral or syndicated loans, revolving or term facilities, acquisition finance, refinancings or amendment requests.
---

# Loan Agreement Reviewer

Review from the instructed party's perspective while showing how provisions interact across the finance documents. Recalculate economics rather than relying on headings or term-sheet labels.

## Required inputs

- Review side, objectives, risk tolerance and governing law
- Draft facility, term sheet, fee letters and existing debt documents
- Borrower and guarantor group, ownership, purpose and transaction structure
- Facility amount, currency, tenor, amortisation, pricing and hedging
- Financial model, accounts, projections and covenant definitions
- Security, guarantees, intercreditor terms and existing indebtedness
- Regulatory, tax, sanctions, licensing and disclosure constraints

## Method

1. **Build the term map.** Reconcile facility type, commitments, availability, purpose, currency, repayment, cancellation, prepayment, interest, margin, fees and break costs against the term sheet.
2. **Recalculate economics.** Test day count, compounding, benchmark replacement, floors, default rate, gross-up, increased costs and payment waterfall with examples.
3. **Review utilisation controls.** Test conditions precedent, drawdown mechanics, repeated conditions, documentary discretion and consequences of unmet conditions.
4. **Test representations.** Check scope, materiality, knowledge, repetition, disclosure, deemed repetition and group coverage against diligence and actual facts.
5. **Test undertakings.** Analyse information, financial, operational, negative pledge, disposals, debt, distributions, acquisitions, sanctions and ESG covenants. Identify consent baskets, thresholds and cure mechanics.
6. **Test defaults.** Review non-payment, covenant breach, misrepresentation, cross-default, insolvency, judgment, cessation, audit qualification, change of control and material-adverse-effect triggers. Check grace, materiality and acceleration mechanics.
7. **Review lender powers.** Examine discretion, majority decisions, agent protections, amendments, pro rata sharing, set-off, transfers, sub-participations, disclosure and confidentiality.
8. **Integrate credit support.** Confirm guaranteed and secured obligations, security coverage, perfection, ranking, intercreditor controls and release conditions.
9. **Model exits and stress cases.** Test voluntary and mandatory prepayment, refinancing, asset sales, enforcement, illegality, tax change and benchmark disruption.

## Output

Produce an executive risk summary, clause-by-clause issue table, economics schedule, covenant and basket model, default-trigger map, proposed redlines with fallbacks, conditions checklist and document-interaction matrix.

## Guardrails

- Do not invent commercial approval, financial headroom, compliance or enforceability.
- Do not hide fees, compounding, lender discretion or acceleration risk in summaries.
- Distinguish a drafting issue from a credit, accounting, tax, regulatory or model risk.
- Flag consumer, small-business, sanctions, anti-money-laundering and data-transfer controls where applicable.
- Require local finance counsel and financial-model review before execution.

Referenced files: 1

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---
name: recovery-strategy-planner
description: Compares and sequences lawful recovery routes for a defaulted financial exposure, collateral and obligor group. Use for demand, negotiation, litigation, security enforcement, guarantees, insolvency, asset preservation or settlement strategy.
---

# Recovery Strategy Planner

Build a recovery plan from enforceable rights, available assets and realistic net proceeds. Optimise timing and value without harassment, unlawful pressure or duplicative proceedings.

## Required inputs

- Jurisdiction, creditor identity and regulatory status
- Executed finance, security, guarantee and intercreditor documents
- Account statement, debt calculation, defaults and acknowledgments
- Limitation dates, notices, waivers and prior proceedings
- Obligor group, assets, cash flows, jurisdictions and solvency information
- Security creation, perfection, priority, valuation and insurance records
- Competing creditors, standstills, moratoria and restructuring proposals
- Commercial objective, time horizon, budget and settlement authority

## Method

1. **Verify the claim.** Reconcile principal, interest, fees, credits and assignments. Confirm standing, authority, default and evidence admissibility.
2. **Protect time and priority.** Calculate limitation and notice dates, preserve acknowledgments and records, maintain registrations and check insolvency or enforcement stays.
3. **Map assets lawfully.** Use authorised records and disclosure processes to identify ownership, value, encumbrances, liquidity and dissipation risk. Distinguish allegations from verified assets.
4. **Assess consensual routes.** Compare reservation-of-rights demand, standstill, restructuring, additional security, sale, refinancing and settlement with conditions and monitoring.
5. **Assess enforcement routes.** Compare civil claim, summary or tribunal process, arbitration, guarantee demand, set-off, collateral enforcement, receivables action and recognition of foreign judgments or awards.
6. **Assess insolvency routes.** Test eligibility, thresholds, disputed-debt risk, moratorium effects, voting position, avoidance exposure and expected distribution. Do not use insolvency solely as improper pressure.
7. **Sequence parallel action.** Account for election, merger, res judicata, anti-suit, intercreditor, double-recovery and proceeds-allocation constraints.
8. **Model outcomes.** Estimate gross recovery, priority deductions, enforcement costs, taxes, time, probability, management burden and downside for each route. State assumptions.
9. **Set decision gates.** Define immediate preservation, information and notice steps; negotiation deadlines; escalation triggers; owners; budget; and fallback positions.

## Output

Produce a verified debt and evidence schedule, limitation calendar, asset and priority map, route-comparison matrix, net-recovery scenarios, sequenced action plan, settlement parameters and decision log.

## Guardrails

- Do not harass, threaten criminal action improperly, impersonate officials or contact represented parties unlawfully.
- Do not access private data, seize assets, freeze accounts or communicate with third parties without authority.
- Do not conceal recoveries, overstate debt or pursue inconsistent double recovery.
- Preserve debtor protections, moratoria, consumer rules and intercreditor duties.
- Require local recovery, insolvency, tax and enforcement advice before action.

Referenced files: 1

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---
name: sarfaesi-advisor
description: Assesses and plans Indian secured-creditor enforcement under the SARFAESI Act and Security Interest Enforcement Rules. Use for applicability, section 13 demand, possession, section 14 assistance, valuation, auction, sale, borrower challenge or enforcement-defect review.
---

# SARFAESI Advisor

Create a date-specific enforcement roadmap under the current Act, Rules, notifications and controlling authority. Treat each notice and statutory interval as an evidence-backed condition, not a clerical formality.

## Required inputs

- Secured creditor identity, authorisation and transaction assignment history
- Borrower, guarantor, account, facility and complete debt calculation
- NPA classification date, basis and applicable regulatory framework
- Security documents, asset title, location, possession and valuation
- CERSAI and other creation, modification and satisfaction records
- Consortium or multiple-creditor holdings and consent status
- Notices, representations, replies, payments, stays and prior proceedings
- Asset occupation, tenancy, agricultural use, statutory dues and exclusions

## Method

1. **Test applicability.** Verify secured-creditor, financial-asset, borrower and security-interest status, current notifications, debt thresholds and section 31 exclusions. Confirm the asset and claim fall within the Act.
2. **Verify enforceability.** Check execution, stamping, registration, CERSAI compliance including section 26D, limitation, assignment, priority and authorised-officer appointment.
3. **Verify default and NPA.** Reconcile the account, credits and classification under the applicable RBI or other prudential rules. Do not substitute a contractual default for required NPA classification.
4. **Prepare section 13(2).** State the secured debt and assets accurately, calculate the statutory 60-day period from valid service and preserve service evidence for every obligor.
5. **Handle representation.** Track borrower objections and prepare a reasoned, timely response under section 13(3A) without predetermining later measures.
6. **Select section 13(4) measures.** Confirm multiple-creditor consent where required and document the basis for possession, management, assignment or third-party payment directions.
7. **Plan possession and section 14.** Follow movable or immovable asset rules, notices, publication, inventory, panchnama, custody and Magistrate or District Magistrate assistance. Do not use private force or bypass occupants' lawful claims.
8. **Plan valuation and sale.** Obtain required valuation, set reserve price with authority, calculate sale notice periods, choose a permitted method, manage deposits, auction, confirmation, sale certificate and surplus.
9. **Map challenges and overlays.** Track section 17 or appellate remedies, limitation, interim orders, insolvency moratoria, RDB proceedings, priority claims, tenants and tax or government dues.
10. **Close the record.** Apply proceeds transparently, report satisfaction or modification, release documents and preserve the enforcement file.

## Output

Produce an applicability opinion, defect and cure log, debt schedule, notice-and-service pack, statutory timeline, possession and section 14 checklist, valuation and sale pack, challenge-response matrix and proceeds-closure schedule.

## Guardrails

- Do not backdate notices, misstate NPA status, suppress payments or create false service evidence.
- Do not trespass, threaten occupants, seize excluded assets or ignore a stay or insolvency moratorium.
- Do not sell without compliant valuation, reserve, notice, publication and authorised decision-making.
- Escalate agricultural land, tenancy, third-party title, vulnerable occupants and competing statutory claims.
- Require current Indian banking and enforcement counsel review before every external step.

Referenced files: 1

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---
name: securities-compliance-checker
description: Maps current Indian securities-law approvals, eligibility, pricing, disclosures, filings and timelines for an issue or transaction. Use for public, rights, preferential, private-placement, debt, takeover, buyback, listing or listed-company capital actions.
---

# Securities Compliance Checker

Build a transaction-specific compliance map from current primary sources. Do not assume the rules for an equity public issue apply to debt, private placement, listed-company action or secondary acquisition.

## Required inputs

- Issuer or target entity, group, listed status and stock exchanges
- Security or instrument, transaction type, size, price and consideration
- Public, private, rights, preferential, institutional or cross-border route
- Promoters, controllers, directors, related parties and major holders
- Investor categories, foreign participation and beneficial ownership
- Proposed dates, approvals, advisers, use of proceeds and existing filings
- Unpublished price-sensitive information, trading-window and disclosure status
- Prior issuances, defaults, investigations, exemptions and compliance gaps

## Method

1. **Classify the transaction.** Identify primary or secondary, equity or debt, listed or unlisted, offer category, investor class and change-of-control implications.
2. **Map the rule set.** Apply only relevant provisions of the Companies Act and rules, SEBI Act, SCRA and SCRR, Depositories Act, exchange rules and current SEBI regulations such as ICDR, LODR, NCS, SAST, PIT, buyback or delisting rules.
3. **Verify currency.** Use consolidated regulations, amendments, master circulars, informal guidance and exchange notices effective on the transaction date. Label consultations and drafts as non-binding.
4. **Test eligibility and structure.** Check issuer, promoter and investor eligibility, instrument terms, minimum or maximum size, public float, lock-in, objects, end-use and restrictions.
5. **Test approvals and intermediaries.** Map board, shareholder, committee, exchange, SEBI and other approvals; required merchant bankers, trustees, registrars, depositories, rating agencies and monitoring agencies.
6. **Test pricing and allocation.** Verify methodology, reference dates, valuation, floor or cap, reservations, allotment, payment and rounding with reproducible calculations.
7. **Build disclosures.** Map offer-document, exchange, event, beneficial-ownership, related-party, encumbrance, insider and use-of-proceeds disclosures. Identify due-diligence evidence and sign-offs.
8. **Control information and conduct.** Address UPSI, legitimate purpose, structured digital database, trading windows, selective disclosure, research, advertising and market-abuse risks.
9. **Build the timeline.** Sequence approvals, record dates, filings, observations, opening, closing, allotment, listing, refunds and post-transaction reporting with owners.

## Output

Produce an applicability matrix with source links, eligibility and pricing calculations, approval and intermediary map, disclosure checklist, filing calendar, responsibility matrix, conditions tracker and red-flag memo.

## Guardrails

- Do not structure around public-offer, takeover, related-party or foreign-investment rules through sham fragmentation.
- Do not assist insider trading, selective disclosure, market manipulation, false certification or misleading offer documents.
- Do not cite superseded circulars without checking consolidated current sources and savings.
- Distinguish legal compliance from exchange practice, commercial feasibility and tax treatment.
- Require current Indian securities counsel, merchant banker and exchange review before implementation.

Referenced files: 1

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---
name: security-documenter
description: Designs, drafts and closes security packages over transaction assets and rights. Use for mortgages, charges, pledges, assignments, account control, receivables security, debentures, perfection, registration, priority, release or satisfaction documentation.
---

# Security Documenter

Create security that matches the obligations, asset, owner, jurisdiction and intended priority. Distinguish contractual creation, attachment, perfection, registration and enforcement.

## Required inputs

- Governing law, asset locations and enforcement jurisdictions
- Secured parties, agent or trustee, obligors and asset owners
- Facility and intercreditor documents and secured-obligations definition
- Asset schedule, title evidence, proceeds, future assets and exclusions
- Existing liens, negative pledges, priority agreements and searches
- Entity capacity, authority, corporate benefit and financial-assistance constraints
- Required consents, notices, possession or control arrangements
- Stamp, notarisation, filing, registry and closing deadlines

## Method

1. **Map obligations and parties.** Define present, future, contingent, reinstated and hedging obligations; identify beneficiaries, security agent or trustee mechanics and release authority.
2. **Classify each asset.** Verify ownership, transferability, location, identification, proceeds, after-acquired property and third-party restrictions.
3. **Select the security method.** Choose mortgage, fixed or floating charge, pledge, assignment, lien, hypothecation, control or another recognised interest based on asset and law.
4. **Draft creation language.** Describe collateral precisely, include permitted exclusions, continuing-security mechanics and relevant representations, covenants and further-assurance duties.
5. **Control collateral risk.** Address custody, possession, account control, voting, distributions, collections, insurance, preservation, substitutions and permitted dealings before default.
6. **Draft enforcement.** Define crystallisation, notice, powers, receiver or attorney provisions, application of proceeds and surplus subject to mandatory law and intercreditor limits.
7. **Perfect and register.** Build an asset-by-asset schedule for delivery, notice, consent, control, filing, stamping, notarisation, company charge, central registry, land or specialist registry steps.
8. **Fix priority.** Reconcile searches, prior liens, purchase-money or statutory claims, contractual turnover, subordination and intercreditor voting and enforcement standstills.
9. **Close and maintain.** Track conditions precedent and subsequent, originals, opinions, renewals, modifications, additional assets and periodic searches.
10. **Release correctly.** Tie release, partial release and satisfaction documents to payment, replacement security, authority and registry updates.

## Output

Produce a security-structure memo, draft instruments and asset schedules, perfection and priority matrix, approvals and consent pack, closing checklist, post-closing calendar and release or satisfaction pack.

## Guardrails

- Do not purport to charge assets the grantor does not own or cannot lawfully encumber.
- Do not fabricate title, consent, possession, control, stamping, registration or priority evidence.
- Flag voidable preference, undervalue, financial assistance, corporate benefit and insolvency-hardening risks.
- Protect personal, account and commercially sensitive data in registry and notice materials.
- Require asset-class and local-law specialists to confirm creation, perfection, tax and enforcement.

Referenced files: 1