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JSA Newsletter | Private Equity | July-December 2024 Edition

Stacks of coins with chess pawns connected by arrows representing strategic investment and capital flow

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This newsletter captures the regulatory developments from July 2024 to December 2024 relating to Alternative Investment Funds (“AIFs”), Real Estate Investment Trusts (“REITs”), Infrastructure Investment Trusts (“InvITs”), Venture Capital Funds (“VCFs”), Foreign Venture Capital Investors (“FVCIs”) and Foreign Portfolio Investors (“FPIs”) that are likely to shape the investment activities in India.

Introduction

As per recent investment trends, India’s Private Equity (“PE”)/Venture Capital (“VC”) investments reached USD 2.7 billion (United States Dollars two point seven billion) in July 2024, which was a decline of 42% compared to July 2023.[1] However, for the period after that, it continued to show an upwards trend, with PE/VC investments in August 2024 recorded at USD 2.9 billion (United States Dollars two point nine billion), being 5% higher in value terms compared to July 2024.[2] For the month of October 2024, it reached USD 4.7 billion (United States Dollars four point seven billion) that is 40% higher than that in September 2024.[3] A similar trend followed in November 2024 where PE/VC investments totalled USD 4 billion (United States Dollars four billion), 156% higher than that in November 2023.[4]

Overview of the Regulatory Measures

Foreign Direct Investment

Foreign Direct Investment: Clarification on the downstream investment in India

After a long-drawn confusion over the applicability of deferred consideration provisions to Foreign Owned or Controlled Companies (“FOCCs”), the Reserve Bank of India (“RBI”) under the latest the Master Directions on Foreign Investment in India, has clarified that the arrangements which are available for direct investment under the the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (“NDI Rules”) will also be applicable for the purpose of downstream investment (subject to overall compliance with the downstream investment regime).

This is a positive move towards clearing up the prevalent ambiguity over treating downstream investments with a stricter compliance lens as opposed to foreign direct investment (where payment of consideration is specifically permitted subject to such amount not exceeding 25% of the total consideration being paid within a period of 18 (eighteen) months from the date of the transfer agreement on a deferred basis).

It is refreshing to see that the RBI has taken inputs from the various stakeholders and brought definitive closure to this point (albeit by way of a clarification included in the Master Directions) even after issuing notices to FOCCs for this alleged non-compliance.

This clarification will enable FOCCs to structure earn-outs and post-closing adjustments (in line with their foreign counterparts) and not necessarily use their foreign holding company to make acquisitions in India on account of the unclear regulatory framework surrounding investments by FOCCs.

Infrastructure Investment Trusts and Real Estate Investment Trusts

Framework for unit-based employee benefit scheme introduced for REITs and InvITs

The Securities and Exchange Board of India (“SEBI”), vide notifications dated July 11, 2024, and July 12, 2024, has issued the SEBI (InvITs) (Second Amendment) Regulations, 2024 and the SEBI (REITs) (Second Amendment) Regulations, 2024 respectively. The amendments aim to provide a structured approach to offering unit-based benefits, promoting employee participation and safeguarding the interests of all stakeholders involved in REITs/InvITs. Some of the key amendments are as follows:

the term ‘employee unit option scheme’ is inserted to mean a scheme under which the investment manager grants unit options to its employees through an employee benefit trust;
the term ‘liquid asset’ is inserted to mean cash, units of overnight or liquid mutual fund schemes, fixed deposits of scheduled commercial banks, government securities, treasury bills, repo on government securities and repo on corporate bonds;

the manager/investment manager may, at its discretion, offer unit-based employee benefit scheme for its employees based on the units of the REIT/InvIT, subject to compliance with the provisions of Chapter IVA/Chapter IVB (Framework for Unit Based Employee Benefit Scheme) of the respective principal regulations; and

a new schedule is inserted in the respective principal regulations, pertaining to minimum provisions in trust deed, such as details of the trust, powers and duties of trustee, mode and manner of dissolution of the trust.

Board nomination rights to unitholders of REITs and InvITs

SEBI, vide circulars dated August 6, 2024, has amended the Master Circulars for REITs and InvITs dated May 15, 2024 (“Master Circulars”), in relation to the right to nominate a nominee director. The Master Circulars provided that eligible unitholder(s) are entitled to nominate 1 (one) unitholder nominee director, subject to the unitholding of such eligible unitholder(s) exceeding the specified threshold. If the right to nominate 1 (one) or more directors on the board of directors of the manager is available to any entity (or to an associate of such entity) in the capacity of shareholder of the manager or lender to the manager or the REIT/InvIT (or its holding company or special purpose vehicle ), then such entity in its capacity as unitholder, is not entitled to nominate or participate in the nomination of a unitholder nominee director.

Pursuant to the amendment, a proviso is inserted stating that the above restriction relating to the right to nominate a unitholder nominee director will not be applicable if the right to appoint a nominee director is available in terms of Regulation 15(1)(e) of the SEBI (Debenture Trustees) Regulations, 1993.

On August 22, 2024, SEBI further amended the Master Circulars for REITs and InvITs to promote ease of doing business by amending provisions related to the review of statement of investor complaints and timeline for disclosure of statement of deviation(s). Some of the key amendments are as follows:

all complaints including SEBI Complaints Redress System (SCORES) complaints received by the InvITs/REITs must be disclosed on the website of the InvITs/REITs and must also be filed with the recognised stock exchange(s). The statement must be placed, on a quarterly basis (earlier, this was to be reviewed before submission to the stock exchange), before the board of directors/governing body of the investment manager/manager and the trustee for review; and
pursuant to such review, the statement must be submitted to the stock exchange(s) along with the submission of the financial results (earlier such submission was to be made within 21 (twenty-one) days from the end of each quarter).

SEBI (InvITs) (Third Amendment) Regulations, 2024

SEBI, vide notification dated September 26, 2024, has notified the SEBI (InvITs) (Third Amendment) Regulations, 2024 amending the SEBI (InvITs) Regulations, 2014. The amendments relate to the trading lot for trading units, timeline for making distributions, as well as the voting threshold.

Some of the key amendments are as follows:

with respect to listing of privately placed units, trading lot for the purpose of trading of units on the designated stock exchange must be INR 25,00,000 (Indian Rupees twenty-five lakh) (earlier this was INR 1,00,00,000 (Indian Rupees one crore));
with respect to distributions made by the InvITs and the holding company and/or special purpose vehicle, such distributions must be made within 5 (five) working days from the record date (earlier this was 15 (fifteen) days from the date of such declaration);
the voting threshold specified under the principal regulations must be calculated on the basis of unit holders present and voting;
for all unit holder meetings, the investment manager must provide an option to the unit holders to attend the meeting through video conferencing or other audio-visual means and the option of remote electronic voting in the manner as may be specified by SEBI; and
the investment manager and the trustee must ensure that adequate backup systems, data storage capacity, system capacity for secure handling, data transfer and arrangements for alternative means of communication in case of internet link failure, are maintained for the records maintained electronically.

SEBI (REITs) (Third Amendment) Regulations, 2024

SEBI, vide notification dated September 26, 2024, has notified the SEBI (REITs) (Third Amendment) Regulations, 2024 amending the SEBI (REITs) Regulations, 2014. The amendments relate to the timeline for making distributions as well as the voting threshold.

Some of the key amendments are as follows:

with respect to distributions made by the REITs and the holding company and/or special purpose vehicle, such distributions must be made within 5 (five) working days from the record date (earlier this was 15 (fifteen) days from the date of such declaration). With respect to distributions made by the scheme of small and medium REIT and special purpose vehicle, such distributions must be made within 5 (five) working days from the record date (earlier this was 7 (seven) working days from the date of such declaration);
the voting threshold specified under the principal regulations must be calculated on the basis of unit holders present and voting; and for all unit holder meetings, the manager must provide an option to the unit holders to attend the meeting through video conferencing or other audio-visual means and the option of remote electronic voting in the manner as may be specified by SEBI; and
REITs are permitted to hold a meeting for unit holders after providing shorter notice, so long as consent is obtained in writing or electronically:
in case of an annual meeting, by not less than 95% of the unit holders entitled to vote thereat; and
in case of any other meeting, by majority of the unitholders in number entitled to vote and who represent not less than 95% of such part of the units by value as gives a right to vote at the meeting.

Relaxation from certain provisions for units allotted to an employee benefit trust by REITs and InvITs

SEBI, vide notifications dated November 13, 2024, has made some relaxations and aligned distribution timelines for REITs and InvITs to promote ease of doing business. Some of the key changes made under both the notifications are as follows:

the 1 (one) year lock-in on units allotted to persons other than the sponsor(s), the 6 (six) months lock-in on pre-preferential issue unitholding of the allottees, and allotment related restrictions on preferential issue of units will not apply to the units allotted to an employee benefit trust for the purpose of a unit-based employee benefit scheme; and
the manner of distribution of unclaimed or unpaid amounts is provided. Where a distribution has been made by the investment manager within the timelines specified under respective InvITs/REITs principal regulations, but the payment to any unitholders has remained unpaid or unclaimed, the investment manager must, within 7 (seven) working days from the date of expiry of the prescribed timelines, transfer such unclaimed amounts to an escrow account to be opened by it on behalf of the InvIT/REIT in any scheduled bank. Such account will be termed as the ‘Unpaid Distribution Account’.

Foreign Portfolio Investors

Amendment to additional disclosures by FPIs

SEBI, vide circular dated August 1, 2024, has amended the Master Circular for FPIs, Designated Depository Participants (“DDPs”) and Eligible Foreign Investors’ dated May 30, 2024, that mandated additional disclosures for FPIs. Pursuant to the amendment, university funds and university related endowments, registered or eligible to be registered as Category I FPI, are not required to make the additional disclosures as prescribed under the ‘Master Circular for FPIs, DDPs and Eligible Foreign Investors’ dated May 30, 2024, subject to them fulfilling the following conditions:
Indian equity Assets Under Management (“AUM”) being less than 25% of global AUM;
global AUM being more than INR 10,000 crore (Indian Rupees ten thousand crore) equivalent; and
appropriate return/filing to the respective tax authorities in their home jurisdiction to evidence the nature of a non-profit organisation exempt from tax.

The eligible jurisdictions with respect to the exemption granted to university funds and university related endowments will be as specified by SEBI from time to time.

Reclassification of foreign portfolio investment to Foreign Direct Investment

RBI, vide circular dated November 11, 2024 (“Circular”), has introduced an operational framework for reclassification of foreign portfolio investment to Foreign Direct Investment (“FDI”). This reclassification applies when an FPI by an investor exceeds the prescribed threshold of 10% of the total paid-up equity capital of the Indian investee company on a fully diluted basis.

While NDI Rules mandated that foreign portfolio investment exceeding the prescribed threshold must be divested failing which it would be treated as FDI, there were no guidelines regulating the reclassification of such foreign portfolio investment into FDI. The Circular provides clarity regarding this reclassification process while ensuring that such conversion is in adherence to the operational framework outlined in the Circular. The directions under the Circular have become operative with immediate effect.

Simplified registration for FPIs

To facilitate ease of onboarding for FPIs and reduce duplication of available information, SEBI, vide circular dated November 12, 2024, has eased the registration process. Some of the key features are as follows:

while onboarding FPIs applicants belonging to the categories prescribed under paragraph 2 of the circular, they may be provided with an option to fill the entire Common Application Form (“CAF”) or fill an abridged version of the CAF where they fill only those fields that are unique to them;
in case applicant opts for this abridged version of CAF, the remaining fields must either be auto populated from the information available in the CAF module or must be disabled;
while using the available information, an explicit consent to use the same and a confirmation that all the details other than those mentioned in the abridged version of CAF remain unchanged, must be obtained from the applicant; and
DDPs, upon receipt of information from the applicant, must update the details in CAF against the application number of the applicant for future reference purposes. Further, they must also ensure that the CAF module hosted on the website of the depository reflects complete information (information filled in by applicant and that auto-populated) and facilitates seamless fetching of the same; and
all depositories, custodians, and DDPs are advised to make necessary changes in their systems to effect the changes proposed under this circular.

The provisions of this circular will come into effect from February 12, 2025.

Measures to address regulatory arbitrage with respect to offshore derivative instruments and FPIs

SEBI, vide circular dated December 17, 2024, has issued measures to address regulatory arbitrage with respect to Offshore Derivative Instruments (“ODIs”) and FPIs, with segregated portfolios vis-à-vis FPIs. Certain requirements under the Master Circular for FPIs, DDPs and Eligible Foreign Investors dated May 30, 2024, related to ODIs and FPI with segregated portfolios are modified as follows:

FPIs can issue ODIs only through a separate dedicated FPI registration with no proprietary investments. Such FPI registration will be in the name of the FPI with ‘ODI’ as suffix under the same PAN;
FPIs must not issue ODIs with derivatives as reference/underlying;
FPIs cannot hedge their ODIs with derivative positions on stock exchanges in India. Accordingly, ODIs will only have securities (other than derivatives) as underlying that must be fully hedged with the same securities on a one-to-one basis, throughout the tenure of the ODI; and
additional disclosures requirements are inserted for ODI subscribers, some of which are:
- granular details of all entities holding any ownership, economic interest, or exercising control in the ODI subscriber, on a full look through basis, up to the level of all natural persons, without any threshold;
- the detailed mechanism for independently validating conformance of the ODI subscribers with the conditions, exemptions and format for disclosures must be spelt out in the standard operating procedure framed and adopted by depositories, DDPs/custodians and ODI issuing FPIs in consultation with SEBI; and
- ODI subscribers such as Government and Government related investors registered as FPIs, Public Retail Funds, Exchange Traded Funds (“ETFs”), pooled investment vehicles registered with/regulated by a Government/regulatory authority are not required to disclose any granular details of their entities.

Alternative Investment Funds, Venture Capital Funds and Foreign Venture Capital Investors

Information to be filed by schemes of AIFs

SEBI, vide circular dated July 9, 2024, has issued a clarification regarding the information to be filed by schemes of AIFs availing dissolution period/additional liquidation period and conditions for in-specie distribution of assets of AIFs. The clarification states that:

any scheme of an AIF entering dissolution period must file an information memorandum along with a due diligence certificate with SEBI through a merchant banker in the manner specified by SEBI. The information memorandum must be submitted before the expiry of the liquidation period or additional liquidation period of the scheme, as the case may be;
schemes of AIFs that have expired or are expiring within 3 (three) months, on or before July 24, 2024, may be granted an additional/fresh liquidation period, on submitting information to SEBI in the prescribed format, subject to certain conditions; and
in specie distribution of investments of a scheme of an AIF must be carried out after obtaining approval of at least 75% of the investors by value of their investment in the scheme of the AIF.

SEBI (AIFs) (Third Amendment) Regulations, 2024

SEBI, vide notification dated July 18, 2024, has issued the SEBI (AIFs) (Third Amendment) Regulations, 2024, amending the SEBI (AIFs) Regulations, 2012. Some of the key amendments are as follows:

a VCF may seek registration as migrated VCFs in terms of Chapter III-D, within 12 (twelve) months from July 18, 2024;
SEBI may specify enhanced regulatory reporting and other measures for VCFs that do not seek registration as a migrated VCF; and
a new Chapter (Chapter III D), is inserted for migrated VCFs and schemes launched by such funds, providing:
- the procedure for grant of certificate;
- eligibility criteria;
- prohibition on inviting subscription from the public;
- issue of placement memorandum or subscription agreement; and
- conditions for investment by migrated venture capital fund.

SEBI (AIFs) (Fourth Amendment) Regulations, 2024

SEBI, vide notification dated August 6, 2024, has issued the SEBI (AIFs) (Fourth Amendment) Regulations, 2024, amending the SEBI (AIFs) Regulations, 2012. Some of the key amendments are as follows:

a Large Value Fund (“LVF”) for accredited investors is permitted to extend its tenure up to 5 (five) years (earlier this was 2 (two) years), subject to the approval of two-thirds of the unit holders by value of their investment in the LVF for accredited investors. Further, the extension in tenure of any existing scheme of a LVF for accredited investors will be subject to such conditions specified by SEBI; and
Category I and Category II AIFs may create encumbrance on equity of investee company, which is in the business of development, operation or management of projects in any of the infrastructure sub-sectors listed in the ‘Harmonised Master List of Infrastructure’ issued by the Central Government, only for the purpose of borrowing by such investee company and subject to such conditions specified by SEBI.

Further, vide circular dated August 19, 2024, SEBI has issued guidelines for borrowing by Category I and Category II AIFs and maximum permissible limit for extension of tenure by LVFs for accredited investors. Category I and Category II AIFs (subject to the prescribed conditions) are allowed to borrow for the purpose of meeting temporary shortfall in amount called from investors for making investments in investee companies. They must maintain 30 (thirty) days cooling off period between 2 (two) periods of borrowing, which must be calculated from the date of repayment of previous borrowing. An LVF may extend its tenure up to 5 (five) years subject to the approval of two-thirds of the unit holders by value of their investment in the LVF and subject to the prescribed conditions, such as:

existing LVF schemes who have not disclosed definite period of extension in their tenure in the private placement memorandum or whose period of extension in tenure is beyond the permissible 5 (five) years, must align the period of extension in tenure with the requirement above, within 3 (three) months i.e., on or before November 18, 2024; and
while realigning the period of extension in tenure, LVF schemes must have the flexibility to revise their original tenure subject to the consent of all the investors of the scheme.

Modalities for migration of VCFs

SEBI, vide notification dated August 19, 2024, has issued modalities for migration of VCFs registered under the erstwhile SEBI (VCFs) Regulations, 1996 to the SEBI (AIFs) Regulations, 2012.

To initiate the migration, VCFs must submit an application to SEBI, including the original certificate of registration and the prescribed information as per the notification. The deadline for this application is July 19, 2025.

Conditions for migration:

schemes whose liquidation period has not expired can migrate provided they continue with the same tenure upon migration;
VCFs having at least 1 (one) scheme which has not been wound up post expiry of its liquidation period can migrate only if they do not have any unresolved investor complaints and get an extra year to liquidate;
the tenure of the migrated schemes will either continue as per the original disclosure in the private placement memorandum or, if no definite tenure was disclosed, the tenure will be determined before the migration application with the approval of 75% of investors by value; and
VCFs that do not opt for migration and whose liquidation period has not expired will be subject to enhanced regulatory reporting as may be prescribed by SEBI in line with the regulatory reporting applicable to AIFs under SEBI (AIFs) Regulations, 2012. Further, VCFs having at least 1 (one) scheme whose liquidation period has expired will be subject to appropriate regulatory action for continuing beyond the expiry of their original liquidation period.

Amendments to the SEBI (FVCIs) Regulations, 2000 and operational guidelines for FVCIs

SEBI, vide notification dated September 5, 2024, has notified the SEBI (FVCIs) (Amendment) Regulations, 2024, amending the SEBI (FVCIs) Regulations, 2000.

Some of the key amendments are as follows:

the term ‘Bilateral Memorandum of Understanding with the Board’ is inserted to mean a bilateral memorandum of understanding between SEBI and any authority outside India that provides for information sharing arrangement as specified under Section 11(2)(ib) of the SEBI Act, 1992;
the term ‘certificate’ is inserted to mean a certificate of registration granted to a FVCI by the DDP on behalf of SEBI under the principal regulations;
provisions pertaining to application for grant of certificate as a FVCI, are amended stating that no person will buy, sell or otherwise deal in securities as a FVCI unless it has obtained a certificate granted by a DDP on behalf of SEBI;
the eligibility criteria of the applicant for grant of certificate of registration as a FVCI is amended, among other conditions the applicant must be an entity incorporated or established outside India or in IFSC;
FVCI certificates are permanent unless suspended, cancelled, or surrendered, and renewal fees must be paid every 5 (five) years; and
FVCI investments must be held in dematerialised form, ensuring greater transparency and efficiency in managing investments.

SEBI, vide notification dated September 26, 2024, has also issued operational guidelines for FVCIs and DDPs pursuant to the amendments.

Some of the key guidelines are as follows:

any FVCI failing to engage a DDP by March 31,2025, will not be permitted to make any further investment and will liquidate:
- investments in listed securities, by March 31, 2026; and
- other investments, by March 31, 2027;
remittance of the proceeds of such sale will be subject to compliance with applicable ‘know your customer’ requirements and requirements under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006. Post liquidation of investments within the said time-period, the FVCI will apply for surrender of its registration within 30 (thirty) days;
every DDP will submit monthly reports on the applications received from FVCI applicants to SEBI in the prescribed format; and
DDP engaged by an existing FVCI will carry out registration related due diligence and assess the compliance of such an FVCI with the eligibility criteria within 6 (six) months from the date of engagement.

The amendments and the operational guidelines have come into effect from January 1, 2025.

Reporting by FVCIs

SEBI, vide circular dated September 13, 2024, revised the format for the quarterly report on venture capital activity to be submitted by an FVCI. From quarter ending March 31, 2025, FVCIs will submit quarterly report in the revised format on the SEBI intermediary portal. The report must be submitted within 15 (fifteen) calendar days from the end of each quarter. FVCIs must submit the quarterly report irrespective of the fact that any investment is made or not during the quarter.

Modification in framework for valuation of investment portfolio of AIFs

SEBI, vide circular dated September 19, 2024, has issued modifications to the valuation framework for AIFs under the SEBI (AIFs) Regulations, 2012. Accordingly, the Master Circular for AIFs dated May 7, 2024, is amended. Some of the key amendments are as follows:

valuation of securities, other than unlisted securities and listed securities which are non-traded and thinly traded, for which valuation norms have been prescribed under SEBI (Mutual Funds) Regulations, 1996 (“MF Regulations”), must be carried out as per the norms prescribed under the MF Regulations;
valuation of securities which are not covered above, will be carried out as per valuation guidelines endorsed by any AIF industry association, which in terms of membership represents at least 33% of the number of SEBI registered AIFs;
SEBI also extended the timeline for AIFs to report valuation data based on audited accounts of investee companies from 6 (six) to 7 (seven) months. Further changes include harmonising valuation norms for thinly traded and non-traded securities by March 31, 2025;
change in methodology/approach within the valuation guidelines/valuation norms prescribed for AIFs, will not be construed as a ‘Material Change’. However, upon such change, the valuation of the investment carried out based on valuation methodologies/approaches, both old and new, must be disclosed to the investors to ensure transparency; and
the eligibility criteria for independent valuer for a partnership entity or company is as follows: (a) such entity or company must be a ‘Registered Valuer Entity’ registered with the Insolvency and Bankruptcy Board of India; and (b) the deputed/authorised person(s) of such ‘Registered Valuer Entity’, who undertake(s) the valuation of investment portfolio of AIFs, must have a membership of the prescribed institute.

Specific due diligence of investors and investments of AIFs

SEBI, vide notification dated October 8, 2024, has outlined specific due diligence requirements for AIFs, their managers, and key personnel on investors and investments. These include:

carrying out due diligence for investments from countries sharing land borders with India, in line with the NDI Rules. For every scheme of AIFs where 50% or more of the corpus of the scheme is contributed by investors, necessary due diligence as per the implementation standards formulated by the Standard Setting Forum for AIFs must be carried out prior to the investment;
necessary due diligence is carried out prior to availing benefits to Qualified Institutional Buyers (“QIBs”) (under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018) and Qualified Buyers (“QBs”) (under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002) for every scheme of AIFs having an investor, or investors belonging to the same group, who contribute(s) 50% or more to the corpus of the scheme. AIFs must ensure that investors who are not eligible for QIB or QB status do not avail of the benefits through the AIF;
if an investor of the scheme is an AIF, or a fund set up outside India or in International Financial Services Centres (“IFSCs”) in India, then the criteria check for investor(s) regulated by RBI; and
reporting of any existing investments that fail the due diligence checks or confirm compliance by April 7, 2025.

SEBI (AIFs) (Fifth Amendment) Regulations, 2024

SEBI, vide notification dated November 18, 2024, has notified the SEBI (AIFs) (Fifth Amendment) Regulations, 2024, amending the SEBI (AIFs) Regulations, 2012. Regulations 20(21) and 20(22) have been inserted dealing with the rights of investors of a scheme. Some of the key amendments are as follows:

the investors of a scheme of an AIF must have rights, pro-rata to their commitment to the scheme, in each investment of the scheme and in the distribution of proceeds of such investment, except as may be specified by SEBI. The rights of investors of schemes of an AIF issued prior to this amendment, which are not pro-rata to their commitment to the scheme and not exempted by SEBI, must be dealt with in the manner specified by SEBI; and
the rights of investors of a scheme of an AIF, other than that specified above, must be pari passu in all aspects. However, differential rights may be offered to select investors of a scheme of an AIF, in the manner as may be specified by SEBI, without affecting the interest of other investors of the scheme. This requirement will not apply to large value fund for accredited investors. Further, any differential right already issued by an AIF to select investors of a scheme of an AIF, prior to this amendment must be dealt with in the manner as specified by SEBI.

Pro-rata and pari-passu rights of investors of AIFs

SEBI vide circular dated December 13, 2024, has introduced significant changes to the pro-rata and pari-passu rights of investors of AIFs, to protect the interests of investors within AIFs. Some of the key provisions are as follows:

pursuant to the SEBI (AIFs) (Fifth Amendment) Regulations, 2024, it is specified that the requirement of maintaining investors’ rights pro-rata to their commitment to the scheme, will not be applicable in an investment of a scheme and distribution of proceeds of the investment to the extent:
- an investor has been excused or excluded from participating in the said investment; or,
- an investor has defaulted on providing his/her pro-rata contribution for the said investment;
the requirement of maintaining pro-rata rights of investors in distribution of proceeds of investments of a scheme, will not be applicable to the extent returns or profit on the investments are shared by an investor with the manager or sponsor of the AIF, in terms of contribution agreement executed between them;
the following entities may accept returns lesser or share losses more than their pro-rata rights in investments of an AIF:
- manager or sponsor of the AIF;
- multilateral or bilateral development financial institutions;
- State Industrial Development Corporations; and
- entities established or owned or controlled by the Central Government or a State Government or the Government of a foreign country, including Central Banks and Sovereign Wealth Funds;
existing AIFs/schemes of AIFs that have adopted priority distribution model and not falling under the exemption of the above point, will neither accept any fresh commitment nor make investment in a new investee company, directly or indirectly;
differential rights may be offered by AIFs to select investors without affecting the rights of other investors, based on certain guiding principles; and
large value funds for accredited investors, whose private placement memorandum are filed with SEBI for launch of scheme before December 13, 2024, may avail exemption from the requirement of maintaining pari-passu rights among investors, subject to certain conditions.

Classification of Corporate Debt Market Development Fund as Category I AIF

SEBI, vide circular dated December 13, 2024, has clarified that Corporate Debt Market Development Fund has been classified as Category I AIF.

This Newsletter has been prepared by:

Sidharrth Shankar
Partner

For more details, please contact [email protected]

Tags AIFs, FPIs, InvITs, JSA, Leading Law Firm, Leading Lawyers, Legal Updates, Private Equity Fund, RBI, REITs Regulations, SEBI, VCFs, VENTURE CAPITAL

UnifyApps’ Series B Fundraise from ICONIQ Capital and other investors

JSA advised Tech UniApps (India) Services Private Limited (UnifyApps) and its Founder, in connection with UnifyApps’ Series B fundraise round. The Series B round involved investments by incoming investors ICONIQ Capital and Kamath Technology LLP, existing investor Elevation Capital, and UnifyApps’ Founder.

JSA is also advising UnifyApps on an ongoing basis including in connection with commercial contracts, corporate compliances, and group structuring. UnifyApps is engaged in software and application development, and dealing in cloud and artificial intelligence-based software applications.

Our transaction team comprises Partner – Rishabh Gupta, and Senior Associate – Akshath Mithal.

Our employment law team comprises Partner – Minu Dwivedi, and Associate – Prashaant Malaviya.

Tags Fund Raise, JSA, Leading Law Firm, Leading Lawyers

Avendus Future Leaders Fund II including certain other investors acquire stake in Sagility India ahead of its IPO

JSA advised Avendus Future Leaders Fund II (Avendus) and certain other investors in relation to their acquisition of a part of the promoter’s stake (i.e., Sagility B.V., an affiliate of EQT Private Capital Asia) in Sagility India Limited (Sagility India).

The initial public offering (IPO) of Sagility India was recently opened, and the above stake sale of the promoter to the investors (which included Avendus, Adani Properties Private Limited, Elpro International Limited etc.) was undertaken ahead of the opening of Sagility India’s IPO.

Sagility India is engaged in providing technology enabled healthcare solutions and services to payers (U.S. health insurance companies) as well as providers (hospitals, physicians, and diagnostic and medical devices companies), encompassing their operational and administrative functions, clinical services and revenue cycle management services.

Our transaction team comprises Lead Partner – Sidharrth Shankar, Partner – Prakriti Jaiswal, Senior Associate – Rishika Agarwal, and Associate – Mahi Jaiswal.

Tags Acquisition, Healthcare, JSA, Leading Law Firm, Leading Lawyers

JSA advised Pavestone Technology Fund on its investment in Vyuti Systems Private Limited (CynLr)

JSA advised Pavestone Technology Fund on its investment in deeptech robotics startup CynLr or Cybernetics Laboratory, in recent funding round. Existing investors of CynLr including Atehra, Speciale and Infoedge also participated in the round.

The startup will use the funds raised to expand their 60-member core team to 120 people. CynLr will be hiring for business and operations, marketing and sales teams across India, U.S. and Switzerland as well as its research and software development team.

Our transaction team comprises Lead Partner – Siddharth Mody, Partner – Anurag Shrivastav, and Senior Associate – Alister Sequeira.

Tags Funding, Investment, JSA, Leading Law Firm, Leading Lawyers, Robotics

Dronetech firm Marut Drones raises $6.2M in Series A funding from Lok Capital

JSA advised Lok Capital in its investment in Marut Drones.

Marun Drones, an Hyderabad-based company plans to deploy these funds to accelerate several strategic initiatives, such as developing cutting-edge agricultural drones tailored to specific customer needs.

Marut Drones will also expand its network of channel partners and service centers in Tier II and III cities, aiming to strengthen its regional presence. Additionally, it plans to establish agriculture-focused drone service hubs, enabling a Drone-as-a-Service (DaaS) model that leverages partnerships to provide efficient, tech-driven solutions for the agricultural sector.

Our transaction team comprises Lead Partner – Siddharth Mody, Principal Associate – Prerana Chaudhari, Senior Associate – Alister Sequeira, and Associate – Ayush Chaturvedi.

Tags Drones, JSA, Leading Law Firm, Leading Lawyers, Manufacturing, Series A fundraise, Technology

JSA Newsletter | Anti-Corruption, White Collar Crimes and Investigations Practice | October 2024

Please click here to download the Newsletter as a PDF.

The third quarter of 2024 has witnessed significant enforcement actions and judicial developments. In addition to multiple arrests, raids, and investigations undertaken by the Central Bureau of Investigation (“CBI”) and the Enforcement Directorate (“ED”), this quarter also witnessed some notable judicial developments surrounding the white collar crimes. The following newsletter sets out the key trends, enforcements, and developments within the white-collar crime and corporate internal investigations landscape for the third quarter of 2024 i.e., (July – September 2024).

Enforcements Landscape

ED attaches IPS officer’s husband’s assets in INR 263,00,00,000 (Indian Rupees two hundred and sixty-three crore) fraud case

A senior IPS officer’s Mumbai flat and other assets were attached by the ED on July 13, 2024, in relation to INR 263,00,00,000 (Indian Rupees two hundred and sixty-three crore) income tax refund fraud case in Mumbai. The action was taken by ED as it was investigating a case under the provisions the Indian Penal Code, 1860 and the Prevention of Corruption Act, 1988.

ED attaches assets worth INR 29,00,00,000 (Indian Rupees twenty-nine crore) in ponzi scheme running Pearlvine International

In August 2024, ED reportedly attached assets worth more than INR 29,00,00,000 (Indian Rupee twenty-nine crore) as part of its investigation under the Prevention of Money Laundering Act, 2002 (“PMLA”) based on a First Information Report (“FIR”) registered by Meghalaya police, against Pearlvine International on allegations of operating a ponzi scheme across India. As per media sources, Pearlvine International was an unrecognised entity that claimed itself to be US-based and provided several lucrative investment options. It collected a minimum of INR 2,250 (Indian Rupees two thousand two hundred and fifty) as membership fees and ran a ponzi scheme in India during the period 2018 till March 2023.

National Financial Reporting Authority fines audit firm for deficiency/audit lapses

An auditing firm (along with its auditors) were found guilty of professional misconduct by the National Financial Reporting Authority (“NFRA”), which resulted in significant fines for the firm and the individuals implicated. As per media sources, NFRA has fined the firm INR 10,00,00,000 crore and barred 2 (two) auditors for serious audit failures, citing major lapses and fraudulent fund transfers. A record penalty of INR 10,00,00,000 (Indian Rupees ten crore) (about USD 1,190,000 (US Dollars one million one hundred and ninety thousand) was levied, the highest ever so far.

Cybercrimes in India

Cyber frauds cost India Rs 177,00,00,000 (Indian Rupees one hundred and seventy-seven crore) in FY24

India has seen a sharp increase in the financial losses resulting from cyber fraud, from INR 69,68,00,000 (Indian Rupees sixty-nine crore sixty-eight lakh) in FY23 to INR 177,05,00,000 (Indian Rupees one hundred and seventy-seven crore five lakh) in FY 24. Minister of State for Finance, Pankaj Chaudhary said in a written reply to the Lok Sabha (dated August 5, 2024) that during the fiscal year 2023–24, fraud using credit and debit cards as well as online banking resulted in losses of INR 177,00,00,000 (Indian Rupees one hundred and seventy-seven crore). Further, the extent of loss due to frauds reported by banks in FY 22 was INR 80,33,00,000 (Indian Rupees eighty crore thirty-three lakh), in FY21 was INR 50,10,00,000 (Indian Rupees fifty crore ten lakh) and in FY20 was INR 44,22,00,000 (Indian Rupees forty four crore twenty-two lakh).[1]

CBI busts Gurugram call centre and arrests 43 (forty-three) suspected cyber criminals

On July 26, 2024, the CBI raided a call center in Gurugram and arrested 43 (forty-three) individuals for defrauding foreign nationals by posing as tech support. As part of Operation CHAKRA-III, CBI filed charges against Innocent Technology (OPC) Private Limited and searched its DLF Cyber City office. Launched in 2022, the operation targets global financial crime networks operating through cyberspace. During the raid, CBI seized 130 (one hundred and thirty) hard drives, 65 (sixty-five) cell phones, 5 (five) laptops, bank transaction records, call recordings, victim details, and transcripts used for identifying victims, uncovering the cybercrimes orchestrated from the call center.

WazirX cryptocurrency platform hacked

In July 2024, Wazir X cryptocurrency exchange suffered a security breach resulting in the theft of over USD 230,000,000 (US Dollars two hundred and thirty million) in cryptocurrency. The attackers exploited a vulnerability in the exchange’s multi-signature wallet system. As per media sources, a North Korean cybercrime group was behind the attack, using the proceeds to finance illegal operations.

Legislative/Regulatory Developments

Jan Vishwas (Amendment of Provisions Act) comes into effect

The Jan Vishwas (Amendment of Provisions) Act, 2023 has brought certain minor amendments to the schedule of offences (predicate offences) listed out under the Schedule to the PMLA. The primary aim of the amendment is to decriminalise and remove certain offenses in order to reduce the compliance burden on individuals and businesses with the objective of ease of doing business.

In nutshell, the amendment has brought into force a total of 4 (four) amendments (including deletions/omissions) to the existing schedule under PMLA. The changes have been brought in relation to the following offences:

offences under the Trade Marks Act, 1999 (paragraph 21 of the Schedule under the PMLA) – omitted reference to penalty for falsely representing a trade mark as registered;
offences under the Information Technology Act, 2000 (paragraph 22 of the Schedule under the PMLA) – omitted reference to penalty for breach of confidentiality and privacy;
deletion of offences under the Environment Protection Act, 1986 in entirety (paragraph 25 of the Schedule under the PMLA); and
deletion of Offences under the Air (Prevention and Control of Pollution) Act, 1981 in entirety (paragraph 27 of the Schedule under the PMLA).

The Central Government by way of the gazette order have now notified and brought into force these amendments with effect from August 13, 2024.

Judicial Discourse

The Supreme Court of India (“Supreme Court”) in Kalvakuntla Kavitha vs. ED[2] granted bail to an accused in the case of the ED relating to the Delhi Excise Policy Scam, setting aside an order of the Delhi High Court (“Delhi HC”).[3] The Supreme Court held that since proviso to Section 45(1) of the PMLA specifically provides for special treatment for a certain category of accused, namely women, hence, while denying such a benefit, the court will be required to give specific reasons for denial of such benefit. It further set aside the interpretation of the Delhi HC that such proviso was only applicable to ‘vulnerable women’. The Supreme Court reiterated the principle that prolonged incarceration before being pronounced guilty of an offence should not be permitted to become punishment without trial.
The Supreme Court in Frank Vitus vs. Narcotics Control Bureau[4] granted bail to an accused in a case registered under the Narcotic Drugs and Psychotropic Substances Act, 1985 (“NDPS”), holding that imposition of any bail condition which enables the police/investigating agency to track every movement of the accused by using any technology or otherwise would violate the fundamental right to privacy of the accused guaranteed under Article 21 of the Constitution of India. The bail condition of the accused having to drop a pin on Google Maps was set aside as illegal, and upon hearing Google LLC on technical aspects, such condition was also found to be redundant. The Supreme Court further set aside a bail condition that required the accused (a foreigner) to produce a certificate from the concerned embassy/high commission assuring that the accused will not leave the country and will appear before the trial court. The Supreme Court held that grant of such a certificate is beyond the control of the accused, who should not be denied bail if otherwise entitled, nor can a bail condition be imposed which is impossible for the accused to comply with.
The Supreme Court in Nikhil vs. State of Maharashtra[5] held that for suspending a sentence of an accused pending appeal, courts cannot impose a condition of depositing 50% of the compensation imposed under Section 357 of the Code of Criminal Procedure, 1973 (“CrPC”). The compensation had been directed to be paid after such accused was found guilty of criminal breach of trust.
Various High Courts have held that any fresh proceedings after July 1, 2024 would have to be filed/instituted under the Bharatiya Nagarik Suraksha Sanhita, 2023 (“BNSS”) and not the repealed CrPC, in view of Section 531 of BNSS. Only proceedings under the CrPC which were ‘pending’ or ongoing as on July 1, 2024, would continue under the CrPC. In particular, it has been clarified that:
- even if an FIR was registered under the CrPC prior to July 1, 2024, the petition for quashing of such FIR, if filed after July 1, 2024, must be filed under the BNSS (Punjab & Haryana High Court[6], Delhi HC,[7]);
- if an FIR was registered under the CrPC prior to July 1, 2024, then the investigation and trial will be conducted as per the CrPC (Rajasthan High Court[8]);
- even if an application seeking anticipatory bail under the CrPC has been disposed of, if the subsequent application for anticipatory bail is filed after July 1, 2024, such subsequent application will be filed under the BNSS, and not the CrPC. Further, even though Section 482 of the BNSS no longer provides for an ‘interim order’ of anticipatory bail as Section 438 of the CrPC used to, the power to grant such interim relief is inherent in the High Court and Sessions courts (Bombay High Court[9]).
The Supreme Court in Dhanraj Aswani vs. Amar S. Mulchandani and Anr[10] held that when an accused is in custody in relation to one offence, his arrest or custody may still be sought subsequently for another offence, and therefore, the accused had the right to seek anticipatory bail for such apprehension of subsequent arrest. The clarification is important since multiple investigating agencies seek arrest, custody and interrogation in cases involving the PMLA and other scheduled offences.
The Supreme Court in Abhishek Banerjee and Anr. vs. Directorate of Enforcement[11] held that summons under Section 50 of the PMLA would not be bound by the procedure and limitations provided for summons under Section 160 of the CrPC, since the PMLA was overriding legislation and Section 160 of the CrPC was inconsistent with Section 50 of the PMLA in several ways.
The Supreme Court in Prem Prakash vs. Union of India through ED[12] held that even though a statement made by an accused under Section 50 of the PMLA while in the custody of ED officers is admissible in evidence, an incriminating statement made by such accused in relation to a different ED case would be inadmissible. The court reasoned that it cannot be ruled out that such an accused was in an environment of coercion. The bench also applied Section 25 of the Indian Evidence Act, 1872, which bars confessions made to police officers from being read in evidence against the accused, in the limited manner permitted by the court’s judgment in Vijay Madanlal Choudhary and Ors. vs. Union of India and Ors[13].
The Supreme Court in Senthil Balaji vs. the Deputy Director, ED[14] has held that stringent twin conditions for bail in statutes such as the PMLA, the NDPS Act and the Unlawful Activities (Prevention) Act, 1967 are inconsistent with inordinate delay in conclusion of the trial. While granting bail to Balaji in the PMLA case, the court observed that the trials for both the scheduled offence and the offence under PMLA could not possibly conclude in a reasonable time.
The Karnataka High Court in Tavaragi Rajashekhar Shiva Prasad vs. State of Karnataka[15] has held that when the police issue a notice summoning a person to appear (under Section 41-A of the CrPC or Section 35 of the BNSS), it is necessary for such notice to state the crime number, offence alleged, purpose of summoning and such notice should be accompanied by a copy of the FIR. Failing this requirement, the summoned person is not obliged to appear, and no coercive action can be taken for such non-appearance.
The Allahabad High Court in Parthas Textiles vs. State of U.P.[16] held that when a firm is accused of a criminal offence and its partner is not implicated as an accused, then under Section 63 of the CrPC, summons to such accused firm cannot be executed by way of service to such partner. However, under the expanded provision for summons in Section 65 of the BNSS, such service was valid.
The Delhi HC in Adnan Nisar vs. ED[17] has held that if an offence committed in a foreign state corresponds to any scheduled offence of the PMLA, and the proceeds of such crime committed in the foreign state have travelled to India, then such offence can be considered a predicate offence, and action initiated under the PMLA. Such action may include arrest, investigation and filing of complaint before the Special Court by the ED, even if the request received from the foreign state under the mutual legal assistance treaty (“MLAT”) is only to obtain evidence.

International Developments

Financial Conduct Authority fines auditing firm for failing to report fraud

In August 2024, an auditing firm was fined USD 19,500,000 (US Dollars nineteen million five hundred thousand) by the Financial Conduct Authority (“FCA”) for failing to report suspicions of fraud taking place at investment firm at London Capital and Finance Plc. The fine marks the first time the FCA has penalised an auditing firm.

U.S. Securities and Exchange Commission charges John Deere for violation under Foreign Corrupt Practices Act violations in bribery scheme

John Deere, agreed to pay nearly USD 10,000,000 (US Dollars ten million) to resolve U.S. Securities and Exchange Commission (“SEC”) charges that it violated the Foreign Corrupt Practices Act (“FCPA”) arising out of a bribes paid by its wholly owned subsidiary in Thailand. The Thai subsidiary had bribed Thai government officials (including the Royal Thai Air Force, the Department of Highways, and the Department of Rural Roads) to win multiple government contracts and bribed employees of a private company to win sales to that company. The improper payments were inaccurately recorded as legitimate expenses in Deere’s books and record and violated recordkeeping and internal accounting controls provisions of the FCPA.

U.S. Department of Justice overhauls its corporate compliance guidance

In September 2024 the U.S. Department of Justice (“DOJ”) updated its Evaluation of Corporate Compliance Programs (“ECCP”). The update aims to provide a clearer framework for companies to ensure their compliance programs are robust and aligned with DOJ expectations. Some of the key highlights/areas of focus include:

Risks associated emerging technology: ECCP now includes criteria for evaluating how companies manage risks related to new technologies, such as artificial intelligence (AI). This includes assessing the impact of these technologies on compliance and implementing policies to mitigate associated risks.
Protecting Whistleblowers: The update emphasises the importance of promoting internal whistleblowing and protecting individuals who report misconduct. Companies are expected to have adequate policies and training to encourage whistleblowing and prevent retaliation. Prosecutors will now assess whether companies engage in practices that discourage whistleblowers or fail to train employees on reporting and whistleblower laws.
Access to data for compliance functions: The DOJ stresses that effective compliance programs must be well-resourced and have access to necessary data and technology. This includes leveraging data analytics to enhance the efficiency/effectiveness of compliance programs and to proactively monitor risks, ensuring the quality and accuracy of the data involved.
Including lessons learned: Compliance programs should evolve based on lessons learned from both the company’s own experiences and issues faced by other companies in similar industries.
Post-transaction compliance integration: The update highlights the importance of involving compliance functions in mergers and acquisitions, particularly in post-transaction integration.

Danske Bank pays USD 7,000,000 (US Dollars seven million) to settle Estonia money-laundering with French authorities

Danske Bank cooperated with the French authorities and reached a resolution with the French National Financial Prosecutor to settle the ongoing money laundering investigation by agreeing to pay EUR 6,330,000 (Euro six million three hundred and thirty thousand) (approx. USD 7,000,000 (US Dollars seven million)).

The bank became the subject of several investigations after an internal probe in September 2018 uncovered about EUR 200 billion (Euro two hundred billion) of payments made through its now-shuttered Estonian branch between 2007 to 2014, with many payments appearing suspicious. Subsequently, the French authorities had commenced a formal investigation in 2019. Previously, in December 2022, Danske Bank pled guilty and agreed to a USD 2 billion (US Dollars two billion) fine in a case from the DOJ.

SEC charges former executives of tech company ‘Kubient’ with fraud and lying to auditors

Earlier this month, the SEC brought accounting fraud charges against the former chief executive officer, chief financial officer (“CFO”), and audit committee chair of Kubient for their roles in a scheme where they made false statements and overstated/misrepresented its revenue (amounting to USD 1,300,000 (US Dollars one million three hundred thousand) in connection with 2 (two) public stock offerings. According to the SEC’s complaints, Kubient raised approximately USD 33,000,000 (US Dollars thirty-three million) in the 2 (two) stock offerings using offering materials that touted the misrepresentations. This case serves an important signal to gatekeepers like CFOs and audit committee members that the SEC and the investing public expect responsible behavior when critical issues are brought to their attention.

Australia’s adequate procedures guidelines comes into force

In August 2024, Australia’s attorney general’s department released preliminary guidance on compliance procedures for the newly enacted ‘failure to prevent’ foreign bribery law, introduced through the Crimes Legislation Amendment (Combatting Foreign Bribery) Bill 2023. The amendment has now come into effect on September 8, 2024, marking a pivotal shift in Australia’s corporate liability landscape.

This Newsletter has been prepared by:

Rupinder Malik
Partner

Kumar Kislay
Partner

Vibhor Jain
Senior Associate

Archit Sehgal
Associate

For more details, please contact [email protected].

[1] Available at: https://sansad.in/getFile/loksabhaquestions/annex/182/AU2082_3chrQm.pdf?source=pqals (last accessed on October 10, 2024)

[2] 2024 SCC OnLine SC 2269

[3] Kalvakuntla Kavitha vs. CBI, 2024 SCC OnLine Del 4459

[4] (2024) 8 SCC 415

[5] SLP(Crl.) No. 10302/2023 decided on July 11, 2024

[6] Abhishek Jain vs. State (U.T. of Chandigarh), 2024 SCC OnLine P&H 9874

[7] Prince vs. State (NCT of Delhi), 2024 SCC OnLine Del 4909

[8] Krishan Joshi vs. State of Rajasthan, 2024 SCC OnLine Raj 2042

[9] Chowgule & Co. (P) Ltd. vs. State of Goa, 2024 SCC OnLine Bom 2501

[10] Criminal Appeal No. 2501/2024 decided on September 9, 2024

[11] Criminal Appeal No. 2221-2222 of 2023 decided on September 9, 2024

[12] SLP (Crl.) No. 5416/2024 decided on August 28, 2024

[13] 2022 SCC OnLine SC 929

[14] Criminal Appeal No. 4011 of 2024 decided on September 26, 2024

[15] 2024 SCC OnLine Kar 67

[16] 2024 SCC OnLine All 4585

[17] Bail Applicaion No. 3056/2023 decided on September 17, 2024

Tags Anti-Corruption, Investigations, JSA, Leading Law Firm, Leading Lawyers, Legal Updates, Newsletter, White Collar Crimes

JSA Newsletter | Private Equity | September 2024

Please click here to download the Newsletter as a PDF.

This newsletter captures the regulatory developments from January 2024 to June 2024 relating to Alternative Investment Funds (“AIFs”), Real Estate Investment Trusts (“REITs”), Infrastructure Investment Trusts (“InvITs”), Venture Capital Funds, Foreign Venture Capital Investors and Foreign Portfolio Investors (“FPIs”) that are likely to shape the investment activities in India.

Introduction

As per recent investment trends, India’s private equity (“PE”)/venture capital (“VC”) market witnessed a decline in investments from USD 6.7 billion (US Dollars six point seven billion) in January 2024 to USD 2.2 billion (US Dollars two point two billion) in February 2024.[1] In April 2024, investments were recorded at USD 4.4 billion (US Dollars four point four billion), 4% lower than March 2024 in value.[2] However, while the value of investment declined, there was a 14% increase in the number of deals, from 86 (eighty-six) deals in March 2024 to 98 (ninety-eight) deals in April 2024.[3] The real estate and infrastructure sector contributed to the majority of the inflow, followed by financial services, healthcare, and e-commerce.[4]

In May 2024, investments reached USD 6.9 billion (US Dollars six point nine billion), a 48% increase from April 2024.[5] Following the trend, PE and VC funding for Indian startups surged to its highest monthly investment in 2 (two) years in June 2024.[6] Indian startups secured USD 1.6 billion (US Dollars one point six billion) across 62 (sixty-two) PE and VC deals, marking a significant increase despite a generally slow funding environment for other sectors.[7]

Overview of the Regulatory Measures

Infrastructure Investment Trusts and Real Estate Investment Trusts

Revised pricing methodology for institutional placements of privately placed InvITs

The Securities and Exchange Board of India (“SEBI”), vide circular dated February 8, 2024, modified the pricing for institutional placement by privately placed InvITs. Pursuant to this, privately placed InvITs can undertake institutional placement based on the Net Asset Value (“NAV”) of the assets of InvIT, subject to, inter alia, the following conditions:

the institutional placement by public InvIT is required to be made at a price not less than the average of the weekly high and low of the closing prices of the units of the same class quoted on the stock exchange during the 2 (two) weeks preceding the relevant date; and
the institutional placement by privately placed InvIT is required to be made at a price not less than the NAV per unit, based on the full valuation of all existing InvIT assets conducted in terms of the SEBI (InvITs) Regulations, 2014 (“SEBI (InvITs) Regulations, 2014”).

Key amendments to the SEBI (REITs) Regulations, 2014

SEBI, vide notification dated March 8, 2024, amended the principal regulations to introduce the regulatory framework for facilitation of Small and Medium REITs (“SM REITs”). The amendment has introduced a framework for SM REITS and primarily prescribes the registration requirement, eligibility criteria, investment conditions and other requirements for SM REITs. Further, the definition of ‘REIT’ is substituted to mean ‘a person that pools INR 50 crore (Indian Rupees fifty crore) or more for the purpose of issuing units to at least 200 (two hundred) investors so as to acquire and manage real estate asset(s) or property(ies), that would entitle such investors to receive the income generated therefrom without giving them the day-to-day control over the management and operation of such real estate asset(s) or property(ies)’.

It is clarified that the new definition of ‘REIT’ includes SM REITs and that any company which acquires and manages real estate asset(s) or property(ies) and offers or issues securities to the investors, is not construed as a REIT.

Key amendments to the SEBI (InvIT) Regulations, 2014

SEBI, vide notification dated May 27, 2024, amended the principal regulations to introduce a framework for issuance of subordinate units. Some of the key provisions are as follows:

subordinate units can only be issued by a privately placed InvIT upon acquisition of an infrastructure project, to the sponsor, its associates and the sponsor group and it is deemed to be part of the consideration for acquisition of the infrastructure project;
the units cannot carry any voting rights or distribution rights and are required to be issued in a dematerialised form with an international securities identification number; and
the investment manager is responsible for monitoring the progress related to achievement of performance benchmark and is required to report it annually (or such other prescribed frequency), after certification by the statutory auditor of the InvIT and approval of the trustee and the audit committee of the investment manager.

Further, for calculating the minimum unitholding requirements, subordinate units are not considered in computing total outstanding units of the InvIT. Per the eligibility criteria for granting certificate to a trust, there can be only 1 (one) class of units and all units are required to carry equal voting rights and distribution rights associated with such units.

Foreign Portfolio Investors

Key amendments to the SEBI (FPIs) Regulations, 2019

SEBI, vide notification dated May 31, 2024, amended the principal regulations to provide flexibility to FPIs in dealing with securities after expiry of registration, payment of registration fee and relax the timelines for disclosure of material changes/events. These amendments are incorporated in the Master Circular for FPI, Designated Depository Participants (“DDPs”) and eligible foreign investors dated May 30, 2024 (“FPI Master Circular”), vide circular dated June 5, 2024.

The key amendments are as follows:

Payment of registration fee:

An FPI is required to pay the prescribed registration fees, for every block of 3 (three) years, before the beginning of such block. However, if the FPI pays the registration fees along with the late fee within a period of 30 (thirty) days from the date of expiry of the preceding block, it will be deemed to have paid the registration fee in a complaint manner.

Dealing in securities post expiry of registration:
- an FPI, whose certificate of registration is not valid as on June 3, 2024, and is holding securities or derivatives in India, is allowed to sell such securities or wind up their open position in derivatives in India within 360 (three hundred and sixty) days from June 3, 2024;
- if an FPI has not paid the registration fees and the late fees, as applicable, and continues to hold securities or derivatives in India, then it is permitted to sell the securities or wind up their open position in derivatives in India within 360 (three hundred and sixty) days from the date of expiry of 30 (thirty) days (as referred in Para (a) above) under prescribed conditions; and
- an FPI whose certificate of registration is not valid and who has not sold off the securities or wound up their open position in derivatives in India within the prescribed timelines will be deemed to have written off the securities.
Timelines for disclosure of material changes/events:

The procedure for disclosing certain material changes/events is modified. Earlier, an FPI had to, within 7 (seven) working days, inform SEBI and/or the DDP in case:

- any previously submitted information was found to be false or misleading in any material respect;
- of a material change in the information previously furnished by them, including any direct or indirect change in its structure or ownership or control or investor group; or
- of any penalty, pending litigation or proceedings, findings of inspections or investigations for which action may have been taken or is in the process of being taken by an overseas regulator against it.

Further, pursuant to the SEBI (FPIs) Regulations, 2019, SEBI vide circular dated June 5, 2024, amended the FPI Master Circular. Consequently, in the event of the occurrence of the material changes/events mentioned above, the FPI is required to inform SEBI/DDP in writing, in the following manner:

‘Type I’ material changes, which include critical material changes that render the FPI ineligible for registration, require FPI to seek fresh registration, render FPI ineligible to make fresh purchase of securities or impact any privileges or exemptions granted to the FPI, are required to be notified within 7 (seven) working days of the occurrence of the change and the supporting documents must be provided within 30 (thirty) days of such change; and
‘Type II’ material changes, which include any material changes other than those considered as ‘Type I’ material changes, are required to be notified and supporting documents must be provided within 30 (thirty) days of such change.

SEBI, vide notification dated June 26, 2024, amended the principal regulations to, inter alia, provide flexibility to Non-Resident Indians (“NRIs”), Overseas Citizens of India (“OCIs”) and Resident Indian (“RIIs”) of having contribution in the corpus of FPI. These amendments have been incorporated in the FPI Master Circular, vide circular dated June 27, 2024. NRIs or OCIs or RIIs may be constituents of the applicant subject to the following conditions:

the contribution of a single NRI or OCI or RII must be below 25% of the total contribution in the corpus of the applicant;
the aggregate contribution of NRIs, OCIs and RIIs in the corpus of the applicant must be below 50% of the total contribution in the corpus of the applicant. However, this does not apply to an applicant regulated by the International Financial Services Centers Authority (“IFSCA”) and based in International Financial Services Centers (“IFSCs”) in India. Accordingly, NRI, OCIs and RIIs can have up to 100% aggregate contribution in the corpus of an FPI based in IFSCs in India regulated by IFSCA subject to the conditions stipulated in the FPI Master Circular;
the contribution of RIIs must be made through the liberalised remittance scheme notified by the Reserve Bank of India (“RBI”) and must be in global funds whose Indian exposure is less than 50%; and
the NRIs, OCIs and RIIs must not be in control of the applicant.

Limits for investment in debt and sale of credit default swaps by FPIs

The RBI vide notification dated April 26, 2024, introduced the following investment limits for the financial year 2024-25:

the limits for FPI investment in government securities (“G-Secs”), State G-Secs and corporate bonds remain unchanged at 6%, 2%, and 15%, respectively, of the outstanding stocks of securities;
all investments by eligible investors in the ‘specified securities’ are reckoned under the fully accessible route;
the allocation of incremental changes in the G-Secs limit (in absolute terms) over the 2 (two) sub-categories – ‘general’ and ‘long-term’ – is retained at 50:50; and
the aggregate limit of the notional amount of credit default swaps sold by FPIs is 5% of the outstanding stock of corporate bonds.

Amendment to circular for mandating additional disclosures by FPIs

SEBI, vide notification dated March 20, 2024, amended the criteria listed under Para 8 of the circular dated August 24, 2023 (“FPI Circular”) and prescribed that an FPI having more than 50% of its Indian equity Asset Under Management (“AUM”) in a corporate group is not required to make the additional disclosures as specified in the FPI Circular, subject to compliance with all of the following conditions:

the apex company of such corporate group has no identified promoter;
FPI holds not more than 50% of its Indian equity AUM in the corporate group, after disregarding its holding in the apex company (with no identified promoter); and
the composite holdings of all such FPIs (that meet the 50% concentration criteria excluding FPIs which are either exempted or have disclosed) in the apex company is less than 3% of the total equity share capital of the apex company.

Custodians and depositories must track the utilisation of the 3% limit for apex companies, without an identified promoter, at the end of each day. When the 3% limit is met or breached, depositories must make this information public before the start of trading on the next day. Thereafter, for any prospective investment in the apex company by FPIs, that meet the 50% concentration criteria in the corporate group, the FPIs must either realign their investments below the 50% threshold within 10 (ten) trading days or make additional disclosures prescribed in the FPI Circular.

Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) (Amendment) Regulations, 2024

RBI, vide Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments) (Amendment) Regulations, 2024 dated April 23, 2024,

amended the principal regulations to insert Schedule XI dealing with the provisions on mode of payment in case of purchase or subscription of equity shares of companies incorporated in India on international exchanges scheme by a permissible holder. Further, with respect to the reporting requirements for any investment in India by a person resident outside India, while filing Form LEC(FII), the following requirements have been included:

the Authorised Dealer Category-I banks must report to RBI, in Form LEC (FII), the purchase / transfer of equity instruments by FPIs on the stock exchanges in India; and
the investee Indian company, through an Authorised Dealer Category-I bank, must report to RBI, in Form LEC (FII), the purchase/subscription of equity shares (where such purchase/ subscription is classified as FPI under the rules) by permissible holder, other than transfers between permissible holders, on an international exchange.

Alternative Investment Funds and Venture Capital Funds

Key amendments made to the SEBI (AIF) Regulations, 2012

SEBI, vide SEBI (AIF) (Amendment) Regulations, 2024 dated January 5, 2024, amended the principal regulations, to mandate AIFs to hold their investments in dematerialised form. This does not apply to:

investments in instruments which are not eligible for dematerialisation;
investments held by a liquidation scheme of AIFs that are not available in the dematerialised form; and
any investments by AIFs and such other schemes of AIFs specified by the SEBI.

Further, a custodian which is an associate of the sponsor or manager of an AIF may act as a custodian for that AIF only when all the following conditions are met:

the sponsor or manager has a net worth of at least INR 20,000 crore (Indian Rupees twenty thousand crore) at all points of time;
50% or more of the directors of the custodian do not represent the interest of the sponsor or manager or their associates;
the custodian and the sponsor or manager of the AIF are not subsidiaries of each other;
the custodian and the sponsor or manager of the AIF do not have common directors; and
the custodian and the manager of the AIF must sign an undertaking that they will act independently of each other in their dealings of the schemes of the AIF.

SEBI, vide SEBI (AIF) (Second Amendment) Regulations, 2024 dated April 25, 2024, amended the principal regulations, to permit Category I and II AIFs to create encumbrance on equity of investee company, which is in the business of development, operation or management of projects in any of the infrastructure sub-sectors listed in the Harmonised Master List of Infrastructure issued by the Central Government, only for the purpose of borrowing by such investee company and subject to the prescribed conditions by SEBI. Further, SEBI has introduced a dissolution period for a scheme of AIFs following the expiry of the liquidation period, allowing the AIFs to liquidate its unliquidated investments. The dissolution period of a scheme of an AIF must not be more than the original tenure of the scheme and must not be extended in any manner upon expiry of the dissolution period. The scheme of the AIF must not accept any fresh commitment from any investor and must not make any new investment during the dissolution period.

Foreign investment in AIFs

SEBI, vide circular dated January 11, 2024, has revised the Master Circular for AIFs to incorporate the revised thresholds for determining beneficial ownership. The Prevention of Money Laundering (Maintenance of Records) Rules, 2005 were amended last year revising the thresholds for determining beneficial ownership from 25% to 10% for companies and from 15% to 10% for trusts. Pursuant to the amendment, the manager of an AIF must ensure, at the time of on-boarding investors, that the investor, or its beneficial owner is not included in the sanctions list notified by the United Nations Security Council (as notified from time to time) and is not a resident in the country identified in the public statement of Financial Action Task Force as:

a jurisdiction having a strategic anti-money laundering or combating the financing of terrorism deficiencies to which counter measures apply; or
a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies.

Further, in case an investor who has been already on-boarded to the scheme of an AIF, does not meet the revised condition as specified above, the manager of the AIF must not drawdown any further capital contribution from such investor for making investment, until the investor meets the said conditions.

Guidelines for AIFs with respect to holding their investments in dematerialised form

SEBI, vide circular dated January 12, 2024, introduced guidelines for AIFs holding investments in dematerialised form. The key provisions are as follows:

any investment made by an AIF on or after October 1, 2024, must be held in dematerialised form only;
the investments made by an AIF prior to October 1, 2024, are exempt from the requirement of being held in dematerialised form, except in the following cases: (a) investee company of the AIF is mandated under applicable law to facilitate dematerialisation of its securities; and (b) AIF, on its own, or along with other SEBI registered intermediaries/entities which are mandated to hold their investments in dematerialised form, exercises control over the investee company (these investments must, however, be held in dematerialised form by the AIF on or before January 31, 2025); and
the requirement of holding investments in dematerialised form is not applicable to: (a) scheme of an AIF whose tenure (not including permissible extension of tenure) ends on or before January 31, 2025; and (b) scheme of an AIF which is in extended tenure as on January 12, 2024.

Investments in AIFs

RBI, vide notification dated March 27, 2024, advised the following to ensure uniformity in relation to investment by Regulated Entities (“REs”) in AIFs:

downstream investments referred to in paragraph 2 (i) of the circular dated December 19, 2023 (“Circular”), exclude investments in equity shares of the debtor company of the RE, but will include all other investments, including investment in hybrid instruments;
provisioning in terms of paragraph 2(iii) of the Circular is required only to the extent of investment by the RE in the AIF scheme which is further invested by the AIF in the debtor company, and not on the entire investment of the RE in the AIF scheme;
proposed deduction in paragraph 3 of the Circular, from capital will take place equally from both Tier-1 and Tier-2 capital. Further, reference to investment in subordinated units of AIF scheme includes all forms of subordinated exposures, including investment in the nature of sponsor units; and
investments by REs in AIFs through intermediaries such as fund of funds or mutual funds are not included in the scope of the Circular.

Changes in terms of private placement memorandum of AIFs

SEBI, vide circular dated April 29, 2024, eased the requirement of intimation of changes in the terms of Private Placement Memorandum (“PPM”) of AIFs through merchant bankers. Pursuant to the SEBI Master Circular for AIFs dated July 31, 2023, intimation with respect to any change in the terms of PPM of AIF was required to be submitted to SEBI through a merchant banker along with a due diligence certificate from the merchant banker in the prescribed format. Now, certain changes in the sections of PPM (such as, changes made in the write-up on market opportunity/Indian economy/industry outlook, track record of investment manager, risk factors, legal regulatory and tax consideration), do not need to be submitted through a merchant banker and can be filed directly with SEBI. Similarly, certain specified changes in the PPM need not be filed through a merchant banker, such as changes with respect to:

contact details (such as address, phone number) of AIF, sponsor, manager, trustee or custodian; and
auditor, Registrar and Share Transfer Agents (“RTAs”), legal advisor or tax advisor, size of the fund/scheme, information related to affiliates, commitment period, key investment team, key management personnel (except if the changes are due to change in control of manager or sponsor), advisory boards, expenses, disclosures, and other factual and routine updates.

Further, large value funds for accredited investors are exempted from the requirement of intimating any changes in the terms of PPM through a merchant banker. Such funds can directly file any changes in the terms of PPM with SEBI, along with a duly signed and stamped undertaking by the CEO of the manager of the AIF (or such other person holding equivalent role/position) and compliance officer of the manager of the AIF, in a pre-specified format.

Issuance of partly paid units by AIFs to persons resident outside India

RBI, vide circular dated May 21, 2024, and pursuant to the Foreign Exchange Management (Non-debt Instruments) (Second Amendment) Rules, 2024 dated March 14, 2024[8], has decided to regularise the issuances of partly paid units by AIFs to persons resident outside India prior to the said amendment, through compounding under the Foreign Exchange Management Act, 1999. However, before approaching the RBI for compounding, Authorised Dealer Category-I banks may ensure that the necessary administrative action, including the reporting of such issuances by AIFs to the RBI, through Foreign Investment Reporting and Management System (FIRMS) Portal and issuing of conditional acknowledgements for such reporting, is completed.

Certification requirement for key investment team of manager of AIF

Pursuant to the amendment dated May 10, 2024 to the SEBI (Certification of Associated Persons in the Securities Markets) Regulations, 2007, SEBI, vide circular dated May 13, 2024, has decided that the requirement to obtain the prescribed certification by at least 1 (one) key personnel of the key investment team of the manager of an AIF, is applicable as an eligibility criterion to all the applications for registration of AIFs and launch of schemes by AIFs filed after May 10, 2024. Further, the aforesaid requirement of obtaining the certification must be complied with on or before May 9, 2025, for the following:

existing schemes of AIFs; and
the schemes of AIFs whose application for launch of scheme pending with SEBI as on May 10, 2024.

Other Developments

SCORES 2.0 New Technology to strengthen SEBI Complaint Redressal System for Investors

SEBI, vide press release dated April 1, 2024, launched the new version of the SEBI Complaint Redress System (“SCORES 2.0”). The salient features of SCORES 2.0 are as follows:

reduced and uniform timelines for redressal of investor complaints across the securities market i.e., 21 (twenty-one) calendar days from date of receipt of complaint;
introduction of auto-routing of complaints to the concerned regulated entity so as to eliminate time lapses, if any, in the flow of complaints;
providing 2 (two) levels of review: (a) first review by the ‘Designated Body’ if the investor is dissatisfied with the resolution provided by the concerned regulated entity; and (b) second review by SEBI if the investor is still dissatisfied after the first review; and
introduction of auto-escalation of complaint to the next level in case of nonadherence to the prescribed timelines by the regulated entity or the Designated Body.

SEBI (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2024

SEBI, vide notification dated May 17, 2024, amended the principal regulations with an aim to expand the scope of entities eligible to contribute towards capital issues, especially by non-individual public shareholders and entities within the promoter group holding at least 5% of the post-issue capital. Some of the key amendments are as follows:

under minimum promoters’ contribution, if the post-issue shareholding of the promoters is less than 20%, any non-individual public shareholder holding at least 5% of the post-issue capital or any entity forming part of promoter group other than the promoter(s), may contribute to meet the shortfall in minimum contribution as specified for the promoters;
specified securities acquired by any non-individual public shareholder holding at least 5% of the post-issue capital or any entity (individual or non-individual) forming part of promoter group other than the promoter(s) during the preceding 1 (one) year at a price lower than the price at which specified securities are being offered to the public in the initial public offer will not be eligible for the computation of minimum promoters’ contribution;
for the computation of minimum promoters’ contribution, equity shares arising from the conversion or exchange of fully paid-up compulsorily convertible securities, including depository receipts, that have been held by the promoters at least 1 (one) year prior to the filing of the draft offer document forming part of promoter group other than the promoter(s) will be eligible, provided full disclosures of the terms of conversion is made, and they are converted into equity shares prior to filing of the red herring prospectus; and
with respect to the period of subscription, in case of a force majeure event, the issuer may, for reasons to be recorded in writing, extend the bidding (issue) period disclosed in the red herring prospectus (in case of a book built issue) or the issue period disclosed in the prospectus (in case of a fixed price issue), for a minimum period of 1 (one) working day (earlier this was 3 (three) working days).

Ease of doing business for existing investors and unitholders

For ease of compliance and investor convenience, SEBI, vide circular dated June 10, 2024, has introduced the following changes for existing investors/unitholders:

non-submission of ‘choice of nomination’ must not result in freezing of demat accounts as well as mutual fund folios;
securityholders holding securities in physical form will be eligible for receipt of any payment including dividend, interest or redemption payment as well as to lodge grievance or avail any service request from the RTA even if ‘choice of nomination’ is not submitted by these securityholders; and
payments including dividend, interest or redemption payment withheld presently by the listed companies/RTAs, only for want of ‘choice of nomination’ must be processed accordingly.

This Newsletter has been prepared by:

Sidharrth Shankar
Partner

Vikram Raghani
Partner

Lalit Kumar
Partner

Nandini Seth
Partner

For more details, please contact [email protected]

[1] IVCA-EY monthly PE/VC roundup – February 2024

[2] IVCA-EY monthly PE/VC roundup – April 2024

[3] IVCA-EY monthly PE/VC roundup – April 2024

[4] IVCA-EY monthly PE/VC roundup – April 2024

[5] IVCA-EY monthly PE/VC roundup – May 2024

[6] https://www.livemint.com/industry/silver-lining-for-indian-startups-as-monthly-funding-shoots-highest-since-june-2022-11719734555444.html

[7] https://www.livemint.com/industry/silver-lining-for-indian-startups-as-monthly-funding-shoots-highest-since-june-2022-11719734555444.html

[8] Under Rule 2(aq) of the Foreign Exchange Management (Non-debt Instruments) Rules 2019, ‘unit’ means a beneficial interest of an investor in an investment vehicle. An explanation is inserted to the definition of ’unit’ stating that ‘the unit will include a unit that has been partly paid up, which is permitted under the regulations framed by the SEBI, in consultation with Government of India’.

Tags Infrastructure, Investment, JSA, Leading Law Firm, Leading Lawyers, Legal Updates, Newsletter, Private Equity, Venture Capitals

Private Equity 2024

The Current State of the Indian Economy

Growth in the Indian economy in 2024 belied the global slowdown, emerging as a beacon of resilience amidst global political uncertainties. Withstanding the challenges of geopolitical tensions, India stands as one of the fastest-growing major economies in the world. This has not only boosted the confidence of foreign investors but also inspired Indian businesses to strive for global success and expansion.

The initial months of 2024, being an election year, made foreign investors apprehensive as political pundits speculated on the outcome for the incumbent government. However, a clear mandate and continuity of the government at the centre projected the Indian economy and market as a strong, confident avenue for doing business. Various investment avenues are yielding favourable results for both retail and institutional investors in India.

Please click here to read the full chapter by Sidharrth Shankar and Vikram Raghani published in Chambers and Partners.

Tags Corporate, Foreign Investment, Global Economy, Indian Economy, JSA, JSA Law Firm, Leading Law Firm, Leading Lawyers, Legal Updates, Private Equity, Publications

ClickPost’s Series A fundraise

JSA advised ClickPost (operating under the entity Felurian Technology Private Limited) and its founders Naman Vijay and Prashant Gupta in its Series A fundraise led by Inflexor Technology Fund and Athera Venture Capital along with Riverwalk Holdings. Existing investor, Rebright Partners, also participated in this funding round. As part of this transaction, certain existing investors will also be selling their shareholding through a secondary sale.

ClickPost is one of the world’s fastest-growing all-in-one logistics management platform, dedicated to enhancing brands’ post-purchase experiences for their customers. With a daily tracking of over one million shipments, ClickPost aims for a growth of over five times in the next two years. Currently, it serves more than 300 clients globally, including prominent names like Nykaa, Puma, Pepe Jeans, Acer, and Supertails, across India, North America, Asia Pacific, and the Middle East.

JSA played a crucial role in the transaction by providing end-to-end support to both ClickPost and its founders. We assisted the client with drafting and negotiating the transaction documents and providing support with the post-closing actions, ensuring assistance at every stage of the transaction.

Our Transaction Team Comprised Partner – Kartik Jain, Senior Associate – Saumya Sahai, Associate – Anmol Mahajan, Company Secretary – Alisha Chawla.

Tags Fundraise, JSA, Leading Law Firm, Leading Lawyers

Emerging Trends in Indian Private Equity

Siddharth Mody of JSA, along with Tarun Khanna of CX Partners and Mahesh Parasuraman of Amicus Capital, discuss emerging trends in Indian private equity, focusing on control deals, ESG integration and the impact of artificial intelligence.

Tags JSA, Leading Law Firm, Leading Lawyers, Private Equity

New Filters: Private Equity and Venture Capital (Investment Funds)

Introduction

Overview of the Regulatory Measures

Foreign Direct Investment

Infrastructure Investment Trusts and Real Estate Investment Trusts

Foreign Portfolio Investors

Alternative Investment Funds, Venture Capital Funds and Foreign Venture Capital Investors

Enforcements Landscape

Cybercrimes in India

Legislative/Regulatory Developments

Judicial Discourse

International Developments

Introduction

Overview of the Regulatory Measures

Infrastructure Investment Trusts and Real Estate Investment Trusts

Foreign Portfolio Investors

Alternative Investment Funds and Venture Capital Funds

Foreign investment in AIFs

Other Developments

The Current State of the Indian Economy

Deals & Matter Corner

Articles & Publications

JSA Live

Blogs

Disclaimer & Confirmation