DEPUTY GENERAL MANAGER

informal_guidance · 1992 · State unknown

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Parent: THE SECURITIES AND EXCHANGE BOARD OF INDIA ACT, 1992 (7c4c1f5343adab106c3a94cafc08a5ecf5957ae7)

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DEPUTY GENERAL MANAGER ALTERNATIVE INVESTMENT FUND AND FOREIGN PORTFOLIO INVESTOR DEPARTMENT DIVISION OF POLICY AND DEVELOPMENT SEBI/HO/AFD/PoD/OW/2023/49070 December 12 , 2023 Mangalkari Asset Investment AIF HB -170, Sector - III, Salt Lake, Kolkata -700 106 Dear Sir, Sub: Request for Informal Guidance by way of interpretive letter under the provisions of the Securities and Exchange Board of India (Informal Guidance) Scheme 2003 relating to Regulation 15(1)(c) of the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 ("AIF Regulations") Ref: Your letters dated June 18, 2023, October 11, 2023 and email dated October 31, 2023. In the context of your letters and e-mail under reference , you have , inter alia, a, stated that Mangalkari Asset Investment AIF is a Securities and Exchange Board of India ("SEBI") registered Category II Alternative Investment Fund ( " AIF " ) bearing registration no. IN/AIF2/22 -23/1096 seeking an interpretive letter under the Securities and Exchange Board of India (Informal Guidance) Scheme 2003 . In your aforementioned letters, you have, inter alia, stated the following – "R "RBI, vide notification dated May 16, 2018, has specified Cat I and Cat III AIFs as Qualified Buyers. In terms of Regulation 15(1)(c) of AIF Regulations, Cat I and Cat II AIFs shall invest not more than 25% of its investable funds in an investee company ('Concentration limit') directly or through investment in units of other AIF. An Asset Reconstruction Company ('ARC') may acquire stressed loan accounts along with underlying mortgaged assets and collateral securities ('NPA Loan Accounts') of different companies ('Target Companies') and hold these debts and related mortgaged and collateral assets and guarantees in different trusts ('ARC 

Rule TOC

4 · 1. The relevant text of regulation 15(1)(c), which inter alia deals with the investment limits of Category II AIF, has been reproduced for reference as under:

4 · 2. Regulation 2(1)(o) of the AIF Regulations, which deals with the definition of investee company, specify as under:

4 · 3. In terms of Regulation 2(1)(o) of the AIF Regulations, 'investee company' means any company, special purpose vehicle or limited liability partnership or body corporate or real estate investment trust or infrastructure investment trust in which an AIF makes an investment.

4 · 4. Further, in terms of AIF Regulations, AIFs are allowed to, inter alia, invest in units of other AIFs, which has an underlying investment portfolio.

4 · 5. As mentioned at para 2(ii) above, in terms of Regulation 15(1)(c) of AIF Regulations, a Category II AIF shall invest not more than 25% of its investable funds in an Investee Company directly or through investment in units of other AIF. The clause 'or through investment in units of other AIF' in Regulation 15(1)(c) refers that investment in an investee company by the AIF directly and through investment in units of other AIFs, is to be considered for the purpose of calculation of concentration limit.

4 · 6. Similarly, in the instant matter, investment in an investee company by the AIF directly and through investment in Security Receipts of ARC Trust, is to be considered for the purpose of calculation of concentration limit. Accordingly, the concentration limit shall be applicable at the level of individual Target Company acquired by the ARC Trust in addition to the investment made by the AIF directly in the Target Company.