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SEBI Adjudicates on Pledging of Securities held by Category I AIFs

Background

In a recent order[1] (“Order”), the Securities and Exchange Board of India (“SEBI”) held that a category I alternative investment fund registered with it (“Fund”); its investment manager (“Manager”); and its trustee (“Trustee”), were in violation of certain SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”). Specifically, these violations were with respect to provisions associated with (i) the code of conduct applicable to the Fund, Manager and Trustee; and (ii) provisions related to leverage and borrowings applicable to the Fund.

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Introduction

The Securities and Exchange Board of India (“SEBI”) vide its circular dated February 05, 2020, had introduced certain disclosure standards by way of a private placement memorandum (“PPM”) template that all SEBI registered Alternative Investment Funds (“AIFs”) were expected to adhere to. The PPM template inter-alia provided for disclosures under the term “Excuse and Exclusion” and “Direct Plan for investors and constituents of fees that may be charged by the AIFs”.Despite the PPM template, SEBI observed certain disclosure-related inconsistencies and lack of transparency. SEBI by way of circulars dated April 10, 2023, updated the regulatory framework by way of new guidelines to bring in consistency related to disclosures in the PPM.

Continue Reading SEBI Codifies Norms for Excuse and Exclusion and Direct Plan for Investors
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LSF – The Journey

The uniform ‘late submission fee’ (“LSF”) is a relatively new concept in the Indian exchange control regime. The Foreign Exchange Management Act, 1999 (“FEMA”), as originally introduced by the legislature, did not envisage the concept of LSF. Resolving a delay in reporting of equity or debt transactions under FEMA would necessarily require compounding of offences before the Reserve Bank of India (“RBI”). Given that compounding is not the most time efficient or simple process, it implied that even for insignificant or genuine delays, parties would have to undergo several steps, thus making the system clogged with late filings and filings becoming more cumbersome than they needed to be.

Continue Reading Uniformisation of Late Submission Fee under FEMA: A One Stop Shop?

SEBI amends FPI Regulations to permit registration of AIFs in IFSC with resident sponsors managers as FPIs

Previously, RBI had permitted Indian entities to make mandatory sponsor commitment to AIFs in IFSC under the ‘automatic route’

Introduction

Alternative Investment Funds (“AIFs”) set up in an International Financial Services Centre (“IFSC”) are required to register themselves as Foreign Portfolio Investors (“FPIs”), for being able to invest inter alia in securities listed on Indian stock exchanges or in specific listed or unlisted corporate debt securities of Indian companies. Since entities set up in IFSCs are equivalent to ‘non-residents’ for the purposes of Indian foreign exchange regulations, restrictions placed by Securities Exchange Board of India (“SEBI”) and the Reserve Bank of India (“RBI”) on participation of Indian residents in FPIs are, by default, applicable to AIFs in IFSC. Considering that AIFs may be set up by managers/ sponsors who are resident Indian entities and that the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), require managers/ sponsors of AIFs to make mandatory sponsor commitment[1] to the AIF, it is imperative that the restrictions on residents investing in FPIs do not conflict with the mandatory sponsor commitment requirements under AIF Regulations, as applicable to AIFs in IFSC.

Continue Reading SEBI amends FPI Regulations to permit registration of AIFs in IFSC with resident sponsors/ managers as FPIs

SEBI Notifies Renewed Process for PPM Filing by AIFs

PPM filings will now be based on due diligence by merchant bankers

I.  Introduction

The Securities and Exchange Board of India (“SEBI”) at its board meeting held on August 6, 2021, announced a wide array of changes to the regulatory regime governing alternative investment funds (“AIFs”) in India. We had analysed the amendments and their effect in a prior regulatory update. Amongst the changes announced was a procedural update. The securities regulator had mandated that all private placement memoranda (“PPM”), the offer document shared with potential investors in an AIF, must be filed with it through a merchant banker.

Continue Reading SEBI Notifies Renewed Process for PPM Filing by AIFs

Funds in GIFT City - FAQs & Structuring Insights Blog

 A. Introduction

Gujarat International Fin-Tec City (“GIFT City”) is being developed as a global financial and IT Services hub on the lines of globally benchmarked financial centres. It includes a Special Economic Zone having the status of an International Finance Services Centre (“IFSC”). The IFSC is set up to undertake financial services transactions that are currently carried out outside India by overseas financial institutions and overseas branches/ subsidiaries of Indian financial institutions.  Continue Reading Funds in GIFT City – FAQs & Structuring Insights

Year 2020 in Review - The Funds Perspective

Remembering the year 2020 could easily turn one pensive. The year posed unprecedented challenges for the funds industry, driving-forth fundamental changes in the manner business would be conducted alongside the pandemic. The year also marked an important milestone in the ever-evolving regulatory landscape, with several amendments critical for funds and fund managers being rolled out.

Continue Reading Year 2020 in Review: The Funds Perspective

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 RAISING CROSS-BORDER DEBT – THE INDIAN AND US EXPERIENC

CAM authors collaborate for this article with our Guest Authors –  Michael J. Cochran, Partner at Kilpatrick Townsend & Stockton and Gabrielle Gollomp , Associate at Dentons

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India

Over the last decade, alternatives to traditional bank lending have emerged to service the debt requirements of Indian corporates. With Indian banks and non-bank companies facing stress (due to rising bad debt levels), Indian corporations are increasingly looking to tap into foreign debt sources. The development of offshore loan and debt markets can also be attributed to the operation of the Insolvency and Bankruptcy Code, 2016, which accords significant powers to creditors of debt-ridden Indian companies to restructure and resolve bad debts. Continue Reading Raising Cross-Border Debt – The Indian and US Experience

Gujarat Industrial Policy 2020 A Renewed Focus on Attracting Investment

 

­­­­­­­­­The Indian economy has not been immune to the side-effects of COVID-19, particularly as far as the healthcare and financial systems are concerned. Amidst such global economic turbulence, the Indian government has made efforts to boost the economy by announcing a significant economic stimulus package under the Atmanirbhar Bharat (self-reliant India) scheme. Many state governments in India have also swung into action to incentivise investment and capitalise on the opportunity offered by the pandemic, wherein several global businesses heavily dependent on China are reconsidering their business continuity plans and looking at alternative manufacturing bases.

Gujarat has a distinct advantage in this area on account of its pro-business government initiatives, conducive business ecosystem and progressive infrastructure. The Government of Gujarat (“GoG”) is continuously pushing for reforms and has rolled out the red carpet to foreign investors looking to invest in the state, resulting in the state receiving the highest national increment of 240% in FDI inflows in financial year 2019-20 compared to the previous year.[1] Continue Reading Gujarat Industrial Policy 2020: A Renewed Focus on Attracting Investment

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DOWN ROUNDS ARE COMING - ENFORCEMENT OF ANTI-DILUTION ADJUSTMENTS

Introduction

The standstill of global economic activity and consequent market downturn caused by the Covid-19 outbreak has delivered a double whammy of capital scarcity and significant valuation correction across several asset classes. Many Indian companies will be in the race to restructure business and/or raise capital, unfortunately, at reduced enterprise valuations.

For businesses with existing venture capital and private equity investors, the looming slew of ‘down rounds’ will trigger anti-dilution rights attaching to convertible securities held by their existing shareholders.

Anti-dilution adjustments are self-executing rights that offer protection from value erosion in the form of reduction of conversion price of securities, translating into a proportional increase in the number of equity shares issuable to the investor on conversion. Continue Reading Down Rounds are Coming: Enforcement of Anti-Dilution Adjustments