9911796707
TMI BlogModalities for filing of placement memorandum through a Merchant BankerX X X X Extracts X X X X X X X X Extracts X X X X ..... Merchant Banker shall independently exercise due diligence of all the disclosures in the placement memorandum, satisfy itself with respect to veracity and adequacy of the disclosures and provide a due diligence certificate. The format of due diligence certificate is given at Annexure A. (b) While filing draft placement memorandum at the time of registration or prior to launch of new scheme on the SEBI intermediary portal, the due diligence certificate provided by the Merchant Banker shall also be submitted, along with other necessary documents. (c) The details of the Merchant Banker shall be disclosed in the placement memorandum. (d) Further, in terms of paragraph 4 of SEBI Circular dated April 07, 2021, AIFs are required to intimate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ub.: Filing of draft placement memorandum of (name of scheme), scheme of (name of AIF/proposed AIF) On the basis of examination of draft placement memorandum and supporting documents submitted by AIF/proposed AIF, discussion with AIF/proposed AIF, its manager, sponsor, trustee, etc., we confirm that: 1. We have independently exercised due-diligence regarding information given in the placement memorandum, including the veracity and adequacy of disclosure made therein. 2. The AIF, its sponsor and manager are fit and proper persons based on the criteria specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. None of the intermediaries named in the placement memorandum have been debarred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... I - Information with respect to disclosures in the placement memorandum, to be submitted along with the due diligence certificate Annexure I - Details of disclosures in the placement memorandum with respect to compliance with provisions of SEBI (Alternative Investment Funds) Regulations, 2012, applicable to the proposed scheme S. No. Regulation Number Contents of the Regulation Section/subsection (along with page number) of the placement memorandum where the Regulation has been complied with. 1. --- 2. --- Note: Regulations which are not applicable to a particular category of AIF may not be included. Annexure II - Information with respect to disclosures in the placement memorandum, to be submitted along with the due dilige ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d process', 'Governance structure' and 'principal terms of the fund/scheme' contain all material information 9. Whether it is provided in the placement memorandum that terms of contribution/ subscription agreement shall be in line with the terms of the placement memorandum 10. Whether type of instruments proposed for temporary deployment of funds is in line with applicable provision of AIF Regulations Whether the scheme proposes to invest in such instruments as part of primary investment objective of the scheme also In case of Category III AIFs, whether the scheme proposes to invest in such instruments also to provide applicable margin to recognized stock exchanges If yes, provide the list of instruments proposed for temporary ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ctivity of the AIF to a third party will be in compliance with SEBI circular dated Dec 15, 2011 19. Under section 'Track Record of Manager', whether there is provision for disclosure of performance benchmark disseminated by a benchmarking agency in terms of SEBI Circular dated February 05, 2020 20. Whether the eligibility criteria for each class of unit is clearly specified and differentiated 21. Whether specific instances are disclosed, under which an investor may be excluded or excused from a particular investment 22. Whether the list of commercial and non- commercial terms, on which differential rights may be offered through side letter arrangement or issuance of additional class of units, is disclosed If yes, provide t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... it is verified that the illustrations are accurate and complete 31. Whether necessary disclosure has been made regarding the disciplinary history in terms of SEBI Circulars dated June 19, 2014 and July 18, 2014 Specify pending enforcement proceedings initiated by SEBI, if any Note: (i) If any of the points above is not applicable to the proposed scheme, it may be mentioned as "not applicable". (ii) Merchant banker may also provide, in similar format, additional material information which is not covered in the above table and any other information which is necessary to be highlighted or requires specific attention. Annexure B FORMAT FOR DUE DILIGENCE CERTIFICATE TO BE SUBMITTED WHILE INTIMATING CHANGES IN TERMS OF PLACEMENT MEMOR ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
