GIFT City, nestled on the banks of the Sabarmati river in Gujarat, has steadily emerged as India's most ambitious experiment in creating a world-class international financial hub. It is against this backdrop that Skybrid

GIFT City, nestled on the banks of the Sabarmati river in Gujarat, has steadily emerged as India's most ambitious experiment in creating a world-class international financial hub. It is against this backdrop that Skybridge Capital IFSC Ltd ('Skybridge') was incorporated under the Companies Act, 2013 and duly licensed by the International Financial Services Centres Authority ('IFSCA') to operate within the GIFT City IFSC, a designated Special Economic Zone under the SEZ Act, 2005. Skybridge's Memorandum and Articles of Association expressly recorded its status as an IFSC entity engaged in financial services and allied activities. The company formally commenced business operations on April 1, 2023, with considerable optimism and an ambitious growth roadmap. However, as Skybridge began translating its plans into action, a series of regulatory questions some subtle, some significant began to surface across its various business verticals, each demanding careful legal and compliance scrutiny. The Board of Directors, comprising five members including two independent directors, held its first Board meeting on June 15, 2023, seventy-two days after the Company commenced business. At this meeting, the Board, driven by a genuine sense of corporate responsibility and perhaps an excess of caution, resolved to constitute a CSR Committee, earmark two percent of average net profits toward CSR activities and roll out a formal CSR policy with immediate effect. The directors believed, in good faith, that CSR compliance was a mandatory obligation applicable to Skybridge from the very first year of operations. Around the same time, one of the independent directors, Raghav, a respected financial services professional, tendered his resignation on July 20, 2023, citing personal commitments. The Company Secretary, Nambiar, an Associate member of the Institute of Company Secretaries of India, acting on what she understood to be standard statutory practice, promptly filed the resignation with the Registrar of Companies, treating it as a mandatory compliance obligation. In parallel, Skybridge had promoted a wholly-owned subsidiary, Skybridge Fund Management IFSC Private Ltd ('SFML'), to carry out fund management activities within the IFSC framework. SFML applied to IFSCA for registration as a Registered FME (Non-Retail), a category it believed was best suited to its intended investor base and product strategy. At the time of application, SFML disclosed a net worth of USD 3,80,000. The senior management of SFML was firmly of the view that this figure comfortably exceeded the applicable threshold, having internally benchmarked the net worth requirement for a Non-Retail FME under the regulations. Once registration was anticipated, SFML set its sights on launching an Infrastructure Investment Trust ('InvIT') within the IFSC, structured as an unlisted vehicle, with no intention of listing its units on any recognised stock exchange. The fundraising strategy was built around approaching sixty-five investors, each committing a minimum of USD 2,50,000, whom the management loosely described as 'sophisticated and well-informed market participants'. In its eagerness to move quickly, SFML submitted the draft placement memorandum to IFSCA just three working days before the proposed opening of the issue, a timeline that the compliance team internally flagged but did not escalate. Further compounding the situation, the management planned to open the issue four months after receiving IFSCA's communication acknowledging that the placement memorandum had been taken on record. To close the loop, the final placement memorandum was earmarked to be filed with IFSCA within fifteen working days from the date of allotment, a timeline the team considered reasonable, though regulatory requirements may suggest otherwise. Skybridge's licensed banking arm, Skybridge Banking Unit IFSC ('SBU'), operating under the applicable IFSCA regulations, received a proposal from Flience Air Group, a prominent overseas airline conglomerate, seeking a structured, multi-layered financing solution. Drawing upon its product capabilities and the broad mandate available to IFSC banking units, SBU's structuring desk proposed a comprehensive arrangement-equipment leasing of three wide-body aircraft to Flience's operating subsidiary, issuance of offshore derivative instruments ('ODIs') to foreign institutional investors seeking synthetic exposure to Flience's revenue streams, extension of post-shipment export credit in foreign currency to Flience's cargo and logistics arm and participation as a Foreign Portfolio Investor in Flience Air Group's listed debt securities on an overseas exchange. When the term sheet was shared with Flience's overseas legal counsel, they raised concerns about whether the proposed activities fell within SBU's permissible regulatory mandate or certain elements risked overstepping the boundaries prescribed for IFSC banking units. Based on the above facts, answer the following questions: As a Company Secretary, advise SBU and critically evaluate the proposed Flience Air Group financing arrangement as per the applicable IFSCA regulations and recommend the appropriate course of action.