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 ..... BI 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 SEBI regarding any changes in terms of placement memorandum on a consolidated basis, within one month of the end of each financial year. Such intimation shall also be submitted through a Merchant Banker, along with the due diligence certificate provided by the Merchant Banker. The format of due diligence certificate for intimating the changes in the placement memorandum is given at Annexure B . 3. The Merchant Banker appointed for filing of placement memorandum shall not be an associate of the AIF, its sponsor, manager or trustee. 4. The provisions of this circular shall come into effect from the ninety first day from the date of notification of aforesaid amendment to AIF Regulations, i.e., November 11, 2021. 5. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve satisfied ourselves about the capability of the sponsor or manager to fulfil the requirement of maintaining continuing interest in the scheme as per SEBI (Alternative Investment Funds) Regulations, 2012. PLACE: DATE: Signature of authorised signatory of Merchant Banker Name/designation of the authorised signatory, Name of Merchant Banker Enclosed : 1. 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 2. Annexure II - 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 be ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Whether it is provided that the scheme does not propose to engage in lending activity, or extending guarantee for investee company 8. Whether the sections Investment objective, strategy and 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 the list of terms 23. Whether it is disclosed that the differential rights, if any, attached to any classes of units or given through side letters, shall not have any adverse impact on the economic or any other rights of other investors ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ble . (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 MEMORANDUM TO SEBI To, SECURITIES AND EXCHANGE BOARD OF INDIA Dear Sir / Madam, Sub.: Intimating changes in terms of placement memorandum of (name of scheme), scheme of (name of AIF) for FY 20_-_ On the basis of examination of updated placement memorandum and supporting documents submitted by AIF, discussion with AIF, its manager, sponsor and trustee etc., we confirm that: 1. We have independently exercised due-diligence regarding changes carried out in the placement memorandum during the FY 20_-_, including the veracity and adequacy of disclosure in the respective sections of the placement memorandum wherein the changes have been carried out. 2. All changes carried out in the placement memorandum are based on latest available information and are in compliance with SEBI (Alternative Inve ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
