SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 25th July, 2022
[SECURITIES AND EXCHANGE BOARD OF INDIA (ALTERNATIVE INVESTMENT FUNDS)] (THIRD AMENDMENT) REGULATIONS, 2022
F. No. SEBI/LAD-NRO/GN/2022/89.—In exercise of the powers conferred by sub-section (1) of Section 30 read with sub-section (1) of Section 11, clause (ba) and clause (c) of sub-section (2) of Section 11 and sub-section (1) and (1B) of Section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012, namely, —
1. These Regulations may be called the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2022.
2. They shall come into force on the date of their publication in the Official Gazette:
3. In the Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012,—
I. In sub-regulation (1) of regulation 2,
i. After clause (q), the following clause (qa) shall be inserted, namely, –
“(qa) “not for profit organization” shall have the same meaning as assigned to it in clause (e) of regulation 292A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;”
ii. after clause (t), the following clauses (ta), (tb), (tc) and (td) shall be inserted, namely, –
“(ta) “social enterprise” shall have the same meaning as assigned to it in clause (h) of regulation 292A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(tb) “social impact fund” means an Alternative Investment Fund which invests primarily in securities, units or partnership interest of social ventures or securities of social enterprises and which satisfies the social performance norms laid down by the fund;
(tc) “social stock exchange” shall have the same meaning as assigned to it in clause (i) of regulation 292A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(td) “social units” means units issued by a social impact fund or schemes of a social impact fund to investors who have agreed to receive only social returns or benefits and no financial returns against their contribution;”
iii. clause (v) shall be omitted.
II. In regulation 3, in sub-regulation (4), in clause (a), the words “social venture funds” shall be substituted with the words “social impact funds”.
III. In regulation 10,
i. in clause (a),
a. the symbol “;” shall be substituted with the symbol “:”.
b. after clause (a), the following proviso shall be inserted, namely,-
“Provided that a social impact fund or schemes of a social impact fund may also issue social units;”
ii. in clause (b),
a. the symbol “;” shall be substituted with the symbol “:”.
b. after clause (b), the following proviso shall be inserted, namely,-
“Provided that each scheme of the social impact fund shall have a corpus of at least five crore rupees;”
iii. in clause (c),
a. in the second proviso, the symbol “;” shall be substituted with the symbol “:
b. after the second proviso, the following proviso shall be inserted, namely,-
“Provided further that in case of a social impact fund which invests only in securities of not for profit organizations registered or listed on a social stock exchange, the minimum value of investment by an individual investor shall be two lakh rupees;”
IV. In regulation 16, in sub-regulation (4) ,
i. the word “venture” shall be substituted with the word “impact”.
ii. clause (a) shall be substituted with the following, namely,-
“At least seventy-five percent of the investable funds shall be invested in unlisted securities or partnership interest of social ventures or in units of social ventures or in securities of social enterprises:
Provided that an existing social impact fund may invest the remaining investable funds in securities of not for profit organizations registered or listed on a social stock exchange with the prior consent of atleast 75% of the investors by value of their investment;”
iii. in the first proviso to clause (b), the words “twenty five lakh rupees” shall be substituted with the words ―ten lakh rupees”.
iv. after the provisos to clause (b), the following clause (ba) shall be inserted, namely,-
“(ba) Notwithstanding the provisions of clauses (a) and (b), a social impact fund or schemes of a social impact fund launched exclusively for a not for profit organization registered or listed on a social stock exchange, shall be permitted to deploy or invest hundred percent of the investable funds in the securities of not for profit organizations registered or listed on a social stock exchange.”
v. in clause (c), after the words “social ventures” and before the symbol and word “, provided”, the words “or social enterprises” shall be inserted.
vi. clause (d) shall be omitted.
vii. in the FIRST SCHEDULE-FORM, in FORM A, in paragraph 1, in clause (e), in sub-clause (2), the word ―Venture” shall be substituted with the word “Impact”.
MADHABI PURI BUCH, Chairman
[ADVT.-III/4/Exty./193/2022-23]
Footnote:
1. The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 were published in the Gazette of India on May 21, 2012 vide No. SEBI/LAD-NRO/GN/2012-13/04/11262.
2. The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 were subsequently amended on, –
(1) 16th September, 2013 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2013 vide No. LAD-NRO/GN/ 2013-14/24/6573.
(2) 23rd May, 2014 by the Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/03/1089.
(3) 26th September, 2014 by the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 vide No. LAD-NRO/GN/2014-15/11/1576.
(4) 14th August, 2015 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2015 vide No. SEBI/LAD-NRO/GN/2015-16/011.
(5) 4th January, 2017 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2016 vide No. SEBI/LAD/NRO/GN/2016-17/026.
(6) 6th March, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide No. SEBI/LAD/ NRO/GN/2016-17/037.
(7) 1st June, 2018 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2018 vide No. SEBI/LAD/NRO/GN/2018/19.
(8) 10th May, 2019 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2019 vide No. SEBI/LAD/NRO/GN/2019/16.
(9) 17th April, 2020 by the Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/10.
(10) 19th October, 2020 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2020 vide No. SEBI/LAD/NRO/ GN/2020/37.
(11) 8th January, 2021 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2021 vide No. SEBI/LAD/NRO/ GN/2021/01.
(12) 5th May, 2021 by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2021 vide No SEBI/LAD-NRO/ GN/2021/21.
(13) 3rd August, 2021 by the (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30.
(14) 3rd August, 2021 by the Securities and Exchange Board of India (Alternative Investment Funds) (Third Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/33.
(15) 13th August, 2021 by the Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2021 vide No. SEBI.LAD-NRO/GN/2021/41.
(16) 9th November, 2021 by the Securities and Exchange Board of India (Alternative Investment Funds) (Fifth Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/ GN/2021/57.
(17) 24th January,2022 by the Securities and Exchange Board of India (Alternative Investment Funds) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/68.
(18) 16th March, 2022 by the Securities and Exchange Board of India (Alternative Investment Funds) (Second Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/75.
