Summary: SEBI has introduced new Amendment Regulations and a CIV Circular allowing Category I and II AIFs to offer co-investment opportunities through Co-investment Schemes (CIV schemes). This provides an alternative to the existing Co-investment Portfolio Manager route under PMS Regulations. The new framework addresses limitations like additional registration costs and investor profile concerns. Key features
Summary: The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, originally published on September 26, 2014, have undergone extensive amendments over the past decade to adapt to evolving market conditions and enhance the regulatory framework for infrastructure investment trusts (“InvITs”), reflecting the regulator’s response to market developments and operational experience. The recent Securities and Exchange Board of India (Infrastructure Investment Trust) (Third Amendment) Regulations, 2025, effective September 1, 2025, represents further progress in regulatory development. Key updates include refining the definition of “public” to exclude related parties, reducing minimum investment thresholds from Rs 1 crore to Rs 25 lakh, aligning reporting timelines with SEBI specified deadlines, and introducing enhanced valuation requirements for highly leveraged InvITs. By way of this amendment, SEBI continues responding swiftly to market reactions and the operational realities of the existing legal framework for InvITs.Continue Reading Key Amendments To Securities And Exchange Board Of India (Infrastructure Investment Trusts) Regulations, 2014
Summary: In a decisive move to recalibrate institutional investments and fortify the financial ecosystem, the Reserve Bank of India (RBI) has released the RBI (Investment in AIF) Directions, 2025. These comprehensive guidelines overhaul the existing framework governing how regulated entities (REs) such as banks, NBFCs, and other financial institutions allocate capital to Alternative Investment Funds (AIFs). With stricter exposure caps, mandatory provisioning requirements, and sharper focus on investment-linked risk, the Directions signal a more cautious regulatory stance—aimed at mitigating systemic vulnerabilities and curbing potential misuse of AIF structures. This blog unpacks the key provisions, their far-reaching implications, and the strategic shifts mandated for REs.Continue Reading RBI notifies restrictions on investments by regulated entities in AIFs’
In today’s globalised economy, Indian companies are increasingly expanding their footprints across borders. Despite the global ambition, the regulatory framework often remains stubbornly local.Continue Reading Navigating Subsidiary Structures: Rethinking Section 186(7) and Layering Restrictions in a Global Context
The Foreign Portfolio Investor (“FPI”) regime is a key entry route for foreign investors seeking to invest in Indian stocks and bonds. Currently, FPIs are subject to various know your customer (“KYC”) obligations, including disclosure of group companies and beneficial ownership and stringent monitoring of equity investment limits. Breaches of these trigger penalties and additional disclosure requirements. Our detailed analysis is available here.Continue Reading FIG Paper (No. 45 – Series 3) – SEBI Mulls Relaxation of FPI Norms for Investment in Government Bonds
Alternative investment funds (“AIF”) being considered an investment avenue for sophisticated investors with high risk-appetite and ticket-size, are subject to certain restraints in their marketing and placement to keep it restricted to the intended investors. The Securities and Exchange Board of India (“SEBI”) (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”) define an AIF as[1] “a privately pooled investment vehicle which collects funds from investors, whether Indian or foreign, for investing it in accordance with a defined investment policy for the benefit of its investors…”. Regulation 11[2] further provides that an “AIF shall raise funds through private placement by issue of information memorandum or placement memorandum, by whatever name called”. Moreover, it has been provided[3] that no scheme of an AIF shall have more than 1000 investors and where an AIF is set-up as a company, the provisions of the Companies Act, 2013 shall apply.[4]Continue Reading AIF Marketing in India: What Fund Managers Must Know
The Securities and Exchange Board of India (“SEBI”), vide its settlement order dated May 06, 2025 (“Order”), has accepted a settlement application filed by the investment manager (“Manager”) of a real estate fund (“Fund”), sponsored by a related sponsor entity (“Sponsor”), for breach of various provisions of the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”)[1], and the SEBI Master Circular for Alternative Investment Funds, dated May 7, 2024 (“Master Circular”)[2], subject to a payment of INR 36 lakh by the Manager on behalf of itself and the Fund. The Settlement Order emanated from a suo-moto application, seeking settlement of issues pertaining to conflict of interest and non-compliances in operations of the Fund.Continue Reading SEBI Order casts Spotlight on Conflicts of Interest of AIFs
The Securities and Exchange Board of India (“SEBI”), as part of its ongoing regulatory reforms, released a consultation paper on February 7, 2025, seeking public comments to review Regulation 17(a) of the SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”). The objective is to enhance investment flexibility for Alternative Investment Funds (“AIFs”), particularly in debt securities, while addressing concerns arising from recent regulatory changes by way of allowing Category II AIFs to make up to 100% of their investment in certain listed debt securities as explained in detail below. As of now, Category II AIFs are allowed to make less than 50% of their investments in listed securities.Continue Reading SEBI Proposes to Unlock Listed Debt Markets for Category II AIFs
Continue Reading FIG Paper (No. 37 – Series 1) | SEBI Proposes to Introduce ‘New Asset Class’
Section 180(1)(a) of the Companies Act 2013 (“2013 Act”) requires a company to obtain prior approval by a special resolution to sell, lease or dispose of the whole or substantially the whole of the undertaking of the company or, when the company owns more than one undertaking, of the whole or substantially the whole of any of such undertakings.Continue Reading Substantial Issues in Defining “Substantially the Whole of the Undertaking”