Regulation 29 - Winding up - Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012

Winding up. 29. (1) An Alternative Investment Fund set up as a trust shall be wound up: (a) when the tenure of the Alternative Investment Fund or all schemes launched by the Alternative Investment Fund, as mentioned in the placement memorandum is over; or (b) if it is the opinion of the trustees or the trustee company, as the case may be, that the Alternative Investment Fund be wound up in the interests of investors in the units; or (c) if seventy five percent of the investors by value of their investment in the Alternative Investment Fund pass a resolution at a meeting of unitholders that the Alternative Investment Fund be wound up; or (d) if the Board so directs in the interests of investors. (2) An Alternative Investment Fund set up as a limited liability partnership shall be wound up in accordance with the provisions of The Limited Liability Partnership Act, 2008: (a) when the tenure of the Alternative Investment Fund or all schemes launched by the Alternative Investment Fund, as mentioned in the placement memorandum is over; or (b) if seventy five percent of the investors by value of their investment in the Alternative Investment Fund pass a resolution at a meeting of unitholders that the Alternative Investment Fund be wound up; or (c) if the Board so directs in the interests of investors. (3) An Alternative Investment Fund set up as a company shall be wound up in accordance with the provisions of the 1 [Companies Act, 2013]. (4) An Alternative Investment Fund set up as a body corporate shall be wound up in accordance with the provisions of the statute under which it is constituted. (5) The trustees or trustee company or the Board of Directors or designated partners of the Alternative Investment Fund, as the case maybe, shall intimate the Board and investors of the circumstances leading to the winding up of the Alternative Investment Fund. (6) On and from the date of intimation under sub-regulation (5) of regulation 29, no further investments shall be made on behalf of the Alternative Investment Fund so wound up. (7) Within 2 [ the liquidation period ] , the assets shall be liquidated, and the proceeds accruing to investors in the Alternative Investment Fund 3 [ or the scheme of the Alternative Investment Fund ] shall be distributed to them after satisfying all liabilities. (8) Notwithstanding anything contained in sub-regulation (7) and subject to the conditions, if any, contained in the placement memorandum or contribution agreement or subscription agreement, as the case may be, 4 [ in specie distribution of assets of the scheme of the Alternative Investment Fund ] , shall be made by the Alternative Investment Fund at any time, 5 [ including on winding up of the scheme of the Alternative Investment Fund ] , as per the preference of investors, 6 [ subject to conditions as may be specified by the Board from time to time ] . 7 [ (9) Notwithstanding anything contained in sub-regulation (7), during liquidation period of a scheme, an Alternative Investment Fund may distribute investments of a scheme which are not sold due to lack of liquidity, in-specie to the investors or 9 [ enter into dissolution period ] , after obtaining approval of at least seventy five percent of the investors by value of their investment in the scheme of the Alternative Investment Fund, in the manner and subject to conditions specified by the Board from time to time: Provided that in the absence of consent of unit holders for exercising the options under sub-regulation (9) during liquidation period, such investments of the scheme of the Alternative Investment Fund shall be dealt with in the manner as may be specified by the Board from time to time. ] 10 [ (9A) If the liquidation period for a scheme of an Alternative Investment Fund has expired or is expiring within three months from the date of notification of the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2024, such schemes may be granted an additional liquidation period, subject to such conditions and in the manner as may be specified by the Board: Provided that the additional liquidation period granted under sub-regulation (9A) shall be without prejudice to the issuance of any direction or measures in accordance with the provision of the Act and regulations framed thereunder. (10) If the scheme of an Alternative Investment Fund enters into a dissolution period as provided under regulation 29B and the unliquidated investments of the scheme are not sold by the expiry of the dissolution period, such investments shall be mandatorily distributed in-specie to the investors, in the manner as may be specified by the Board. ] 11 [ (11) ] Upon winding up of the Alternative Investment Fund, the certificate of registration shall be surrendered to the Board. ************* NOTES:- 1 Substituted by the SEBI (Alternative Investment Funds)(Amendment) Regulations, 2018, w.e.f. 01-06-2018. Prior to its substitution, it read as Companies Act, 1956 (1 of 1956) . 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 before it was read as, one year from the date of intimation under sub-regulation (5) of regulation 29 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 4. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 before it was read as, in specie distribution of assets of the Alternative Investment Fund 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 before it was read as, including on winding up of the Alternative Investment Fund 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 before it was read as, after obtaining approval of at least seventy five percent of the investors by value of their investment in the Alternative Investment Fund 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 8. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/132 dated 15-06-2023 before it was read as, (9) 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/168 dated 25-04-2024 before it was read as, sell such investments to a liquidation scheme 10. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/168 dated 25-04-2024 11. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2024/168 dated 25-04-2024 before it was read as, 8 [ (10) ]