Alternative Investment Funds A Robust Platform For Alternative Assets

ALTERNATIVE
INVESTMENT
FUNDS
A Robust Platform for

Alternative Assets
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constitute any prediction of likely future movements in rates or prices. IFMR Trust or any of its group companies (We) have sent you this
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adviser or in a fiduciary capacity. We therefore strongly suggest that recipients seek their own independent advice in relation to any investment,
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altered can change the analyses or opinions expressed. Nothing contained herein shall constitute any representation or warranty as to future
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Private and Confidential
Alternative Investment Funds
Contents
Categories of AIFs.................................................................................................................................................... 3
Structure Details ..................................................................................................................................................... 3
Co-investment requirement for Sponsor/Manager ........................................................................................ 3
Strong prudential guidelines ........................................................................................................................... 4
Investor Eligibility ............................................................................................................................................ 4
Investment ticket size and scheme size .......................................................................................................... 4
Listing .............................................................................................................................................................. 4
Other details of AIF scheme ............................................................................................................................ 4
Investment Conditions ............................................................................................................................................ 5
Investment conditions for Category I Social Venture AIF ............................................................................... 5
Taxation of AIFs ....................................................................................................................................................... 5
Determinate/Indeterminate Status ................................................................................................................ 6
Taxation for a determinate Trust .................................................................................................................... 7
Taxation for an indeterminate Trust ............................................................................................................... 7
Business Income/No Business Income ............................................................................................................ 7
Revocable/Irrevocable Transfer ...................................................................................................................... 8
CBDT circular on determinate/indeterminate status ..................................................................................... 8
Comparison with Mutual Funds .............................................................................................................................. 8
The New CSR Rules and Social Venture AIFs......................................................................................................... 11
Definition of Corporate Social Responsibility ............................................................................................. 11
Applicability ................................................................................................................................................... 11
Administration CSR Committee and Policy ................................................................................................ 12
Computation of Net Profits ........................................................................................................................... 13
Reporting....................................................................................................................................................... 13
Schedule VII of the Companies (Corporate Social Responsibility) Rules, 2014 ............................................ 13
Social Venture AIFs and CSR.......................................................................................................................... 14
Frequently Asked Questions on AIFs .................................................................................................................... 14
Regulatory Atlas .................................................................................................................................................... 19
On 21 May 2012, Indias capital market regulator, Securities and Exchange Board of India (SEBI), notified the
Alternative Investment Funds (AIF) Regulations, 2012. This is in line with the global trend of carving out a new
set of regulations for alternative assets. For instance, in April 2009, the European Commission had proposed a
directive for alternative investment fund managers at the European level. This regulation, termed as 'Alternative
Investment Fund Manager's Directive' or AIFMD recently became operational on 22 July, 2013.
In the Indian context, AIF means any fund established in India in the form of a trust, company or limited liability
partnership which is a privately pooled investment vehicle and is not covered under the SEBIs Mutual Funds
(MFs) Regulations or Collective Investment Schemes (CIS) Regulations. Thus, AIFs offer a new way of
investing in India, separate from the MF or CIS route.
The AIF regulations have been designed keeping in mind the unique needs of both investors and investees in
alternate asset classes that are not necessarily mainstream. The funds registered as venture capital funds
under SEBIs Venture Capital Funds Regulations shall continue till their normal wind up but all new funds and
schemes will now be launched under the AIF regulations.
Categories of AIFs
An AIF can be registered under three different categories based on its investment objective and structure.
Different categories of AIF
Category I AIF
Category II AIF
Start up or early stage

ventures
Social Ventures
SME
Infrastrucure
Other sectors considered
as socially desirable
These are AIFs which do

not fall in either Category
I or Category III and
which does not
undertake leverage or
borrowing*
Category III AIF

Employes diverse or
complex trading
strategies
May employ leverage
Source: SEBI
*For Category II AIF, leverage or borrowing is only permitted to meet day-to-day operational requirements
Structure Details
Co-investment requirement for Sponsor/Manager
The AIF regulation mandatorily requires the Sponsor or Manager (both Sponsor and Manager can be the same
entity in an AIF) to always have a continuing interest in the AIF. This continuing interest has been defined as
2.5% of the fund corpus or Rs 5 crore whichever is less. Thus, under an AIF, the interests of the investors are
aligned with the interests of the Sponsor/Manager.
Strong prudential guidelines

The AIF regulations contain several prudential guidelines keeping in mind the interest of the investors. These
guidelines create a strong regulatory oversight on issues relating to conflict of interest and disclosures. There
are strict requirements as to who can Sponsor an AIF and who can become a Manager. Separate reporting
requirements have been put in place so that disclosures and reporting is done in a transparent and timely
manner. The detailed prudential guidelines have been specified for the operation of an AIF under the section on
General Obligations and Responsibilities and Transparency which covers general obligations, conflict of
interest, transparency, valuation, obligation of manager, maintenance of records, etc.
Investor Eligibility
The AIF regulation places no restriction on the type of investors that can invest in AIF schemes as long as the
issuance is through private placements. As per SEBI regulations, AIF may raise funds from any investor
whether Indian, foreign or non-resident Indians by way of issue of units. Though the AIF regulations permit
foreign investors to subscribe to units, the newly issued SEBIs Foreign Portfolio Investors (FPI) Regulations
does not list AIF units as permissible investments. Accordingly, foreign investors can invest in AIFs through the
FDI route after approval from Indias Foreign Investment Promotion Board (FIBP).
As per IRDA circular IRDA/F&I/CIR/INV/172/08/2013, insurers in India are permitted to invest in Social Venture
funds, SME funds, Venture Capital fund and infrastructure fund under Category I AIFs. Life Insurance
Companies are permitted to invest upto 3% of their overall portfolio in AIFs and not more than 10% of any AIF
corpus size while for General Insurance Companies the respective exposure limits are 5% and 10%
respectively.
AIFs can invest in units of other AIFs. Funds of Category I AIF can invest in units of other Category I AIFs of
same sub-category. Funds of Category II AIF can invest in units of other Category I or Category II AIFs and
Funds of Category III AIF can invest in units of other Category I or Category II AIFs
Investment ticket size and scheme size

Each scheme of an AIF must have corpus of at least twenty crore rupees. Also, an AIF cannot accept from any
investor an investment of value less than one crore rupees. Units of AIFs can only be issued through private
placement and each scheme of an AIF cannot have more than a thousand investors.
Listing
Units of close ended AIFs may be listed on stock exchange subject to a minimum tradable lot of one crore
rupees. Listing of AIF units is permitted only after final close of the fund or scheme.
Other details of AIF scheme
Within an AIF, multiple close-ended schemes can be launched with a minimum maturity of at least 3 years.
Category III AIFs can be both open-ended and close-ended. The subscription to any scheme has to be through
a private placement.
Investment Conditions
The general investment conditions are applicable to all categories of AIFs and are as follows,
i)
AIFs may invest in securities of companies incorporated outside India subject to conditions or
guidelines stipulated by RBI and SEBI

ii)
Category I and II AIFs shall invest not more than twenty five percent of the corpus in one investee
company;
iii)
Category III AIFs shall invest not more than ten percent of the corpus in one Investee Company
iv)
Un-invested portion of corpus may be invested in liquid mutual funds or bank deposits or other liquid
assets as per the investment objective;
Investment conditions for Category I Social Venture AIF

Following are the investment restrictions specific to Social Venture AIFs,
i)
Category I AIFs cannot borrow funds directly or indirectly or engage in any leverage except for
meeting temporary funding requirements for not more than thirty days, on not more than four occasions in a
year and not more than ten percent of the corpus.
ii)
At least seventy five percent of the corpus shall be invested in unlisted securities or partnership
interest of social ventures. Social ventures has been defined as a trust, society, company, venture capital
undertaking or limited liability partnership formed with the purpose of promoting social welfare or solving social
problems or providing social benefits and includes microfinance.
iii)
Category I Social Venture Funds can accept grants as well as give grants to social ventures
iv)
Such funds may choose to accept muted returns for their investors
Taxation of AIFs
As per Regulation 3(4)(a) of SEBIs AIF Regulations, all Category I AIFs were to be construed as venture
capital company or venture capital fund for the purpose of Section 10 (23FB) of the Income Tax Act, 1961
(ITA). This would have ensured automatic tax-pass for all Category I AIFs. However, the Finance Bill 2013
clarified under the section Pass through Status to certain Alternative Investment Funds that only Category I
AIFs registered as Venture Capital Fund are eligible for automatic tax pass-through under Section 10 (23FB),
read with Section 115U of the ITA. Since there is no specific tax provision for other types and categories of
AIFs, their taxation is based on the provisions applicable to the respective legal status under which such the AIF
is structured. For AIFs structured as Trusts, taxation is governed under the Indian Trusts Act, 1882.
Given below is a schematic representation of taxation of Trusts in India. The tax treatment depends on several
factors like determinate/indeterminate status, business income/no business income in the Trust, taxation as an
individual or Association of Persons (AOP) and the revocability of contributions in the Trust.
Taxation of Trusts in India
Trust
(Classification of Trust as Determiante
or Indeterminate is as per Explanation
1 to Section 164)
Determinate Trust
Section 161
(Classification of Income is as
per CBDT Circular no. 1827)
Business Income
Section 161 (1A)
Taxed at MMR
Indeterminate Trust
Section 164
(Classification of Income is as
per CBDT Circular no. 1827)
No Business Income
Section 161 (1)
Business Income
Tax rate applicable to each

benefeciary as RA. Alternatively, AO
can assess income in the hands of
the beneficiaries
Taxed at MMR*
No Businesss Income
Taxed at MMR*
MMR Maximum Marginal Rate ; RA Representative Assessee; AO Assessing Officer

*Taxation will be as applicable to Association of Persons (AOP) if certain conditions are met
Determinate/Indeterminate Status
Whether a Trust is classified as a determinate Trust or indeterminate Trust is based on Explanation 1 to Section
164 of ITA as per which, a determinate Trust should have identifiable beneficiaries and the their beneficial
interest in the Trust should be ascertainable. For a determinate Trust, the taxation is as per Section 161 of ITA.
If a Trust fails the determinate status test, it is taxed as per Section 164 of ITA. For guidance on the
requirements for a Trust to be determinate, the fund industry relies on the AIG Ruling (1997, 224 ITR 473
AAR) which held that it is not necessary that names of beneficiaries should be mentioned in Trust Deed. The
ruling also held that the requirement for ascertainable beneficial interest is satisfied if the proportion of beneficial
interest is specified in a manner that may need some computation to find out individual shares.
Taxation for a determinate Trust

As per Section 161 (1) of the ITA, tax can be discharged by the Trustee as a Representative Assessee (RA), as
enumerated in Section 160 (iv) for a Trust Deed executed in writing. As a RA, the Trustee will discharge tax in
like manner and to the same extent as would be applicable to the beneficiaries represented by him.
Section 161 (2) of the ITA clarifies that where any person is assessed under this Section as a RA, the person
will not, in respect of that income, be assessed under any other provision of the ITA. It may also be noted that
the tax authorities can under Section 166 tax the beneficiaries directly rather than the Trust as a RA. With
regard to this, the Central Board of Direct Tax has clarified through a circular (Circular No. 157CBDT F. No.
228/8/73-IT(A-II), dated 26-12-1974) that income will be subject to tax only once, and once the tax authority has
decided to tax either the trustee or the beneficiary, it is no more open to access the same income again in the
hands of either.
Section 166 read with Rule 37BA of the Income Tax Rules, 1962 (Rules), clarifies that where tax is assessable
in the hands of a person other than the deductee, credit for tax deducted at source, will be given to the other
person and not the deductee. For this purpose, the deductee can file a declaration with the deductor, thereby
enabling the deductor to report tax deductions directly in the name of the other person. Such a declaration shall
include the following,
(i)
Name, address, permanent account number (PAN) of the person to whom credit is to be given
(ii)
Reasons for giving credit to such person directly
The above provisions lay down the guidelines for discharge for tax directly in the name of the beneficiaries of a
Trust.
Taxation for an indeterminate Trust

An indeterminate Trust is taxed under Section 164 of ITA, as per which, tax is charged at the Maximum
Marginal Rate (MMR) except under certain circumstances as listed under Section 164 (1) (i) (iv) where tax is
charged as applicable on Association of Persons (AOP).
Business Income/No Business Income

As per Section 161 (1A) of the ITA, where any income of a determinate Trust consists of business income, tax
will have to be discharged on the whole of the income at the MMR. Also as per Section 164 (1), if any income of
an indeterminate Trust consists of business income, tax will have to be discharged at the MMR. The only
exception to these rules being in case of a Trust declared by a person by will exclusively for the benefit of a
relative dependent on him.
Revocable/Irrevocable Transfer
The taxation of a Trust is also dependent on the nature of transfer to the Trust by the contributors who are the
holders of beneficial interest. As per Section 61 of the ITA, in case a transfer is revocable, all income arising to
the person by virtue of such a transfer will be taxable to the transferor and included in his total income. For a
fund structured as a Trust in which the transfers of the contributions are redeemed later, Section 61 makes the
case for taxation directly in the hands of such transferors.
CBDT circular on determinate/indeterminate status

The Central Board of Direct Taxes (CBDT) circular (Circular No. 13/2014, dated 28-07-2014), clarified the
following regarding the status of taxation of Alternative Investment Funds (AIFs) structured as contributory
Trusts,
1) In the situation where the Trust deed either does not mention the investors or does not specify their beneficial
interests, then the tax rate is at maximum marginal rate (MMR) namely 33.99%.
2) In the situation where the Trust deed mentions the investors name and specifies their beneficial interests, and
when the Trust earns business income, then the tax rate is at MMR namely 33.99%. Under Section 2(13) of the
Income Tax Act, investments are not considered as business income and hence this may not be applicable.
3) Further, the circular allows exclusion under jurisdiction in case any High Court has taken a contrary view on
the same subject that what is being proposed in the circular.
Thus, in a case where the Trust deed mentions the investors name and specifies their beneficial interests and
the Trust does not earn business income, in our opinion, the Trust can then pay tax on behalf of the
beneficiaries accordingly under Section 161 of the ITA.
Though there is no mention about date of creation of the trust in the explanation part of the CBDT circular No.
13/2014, dated 28-07-2014, (point 4 and point 5), some tax counsels have taken the view that the circular
proposes that a Trust can be classified as a determinate Trust only if the name of the beneficiaries are known
on the date of the creation of the Trust.
Comparison with Mutual Funds
Definition
Alternative Investment Fund (AIF)
Mutual Fund (MF)
An AIF is:
A MF is:
Any fund that collects monies from investors
A fund established to raise monies through
(Indian/foreign), for investing in accordance
the sale of units to the public or a section of
with a defined investment policy and;
the public under one or more schemes for
which is not covered under the SEBIs Mutual investing in a wide range of securities and is
Legal Structure
Mutual Fund (MF)
Funds and Collective Investment Scheme
governed under SEBIs Mutual Fund
Regulations.
Regulations.
An AIF can be a Trust/Company/Limited
A MF is set up as a trust, which has
Liability Partnership/Body Corporate which is
sponsor, trustees, asset management
established/incorporated in India.
company (AMC), and custodian.
According to AIF regulation, the manager and In case of mutual fund, a sponsor is different
Manager/Sponsor
sponsor can be the same
from manager. Sponsor has to contribute

not less than 40% to the net worth of the
AMC.
The key investment team of the investment
An AMC, which is registered under
manager of an AIF needs to have adequate
Company's Act and approved by SEBI,
experience, with at least one key personnel
manages the funds.
Eligibility for
having not less than five years experience in
Manager
advising or managing pools of capital and has An AMC is granted a certificate to manage
relevant professional qualification. Hence, the funds only if it has a net worth not less that
investment manager can be an individual or an of Rs 50 crores apart from other
entity.
requirements.
An AIF can seek registration under three

categories:
Category I - An AIF which invests in start-up

ventures/social ventures/ small and medium
enterprises (SMEs) /infrastructure/other
sectors which the government considers as
Trustees, sponsor, AMC, and custodian

complying with applicable provisions can
socially or economically desirable.

Registration
launch and register a mutual fund and can

Category II - AIFs which do not undertake
leverage other than to meet day-to-day
operational requirements and do not fall under
Category I or Category III
Category III - AIFs such as hedge funds or

funds which employ complex trading strategies
fall in Category III. Also these may employ
leverage including through investment in
manage multiple schemes across various

asset classes.
Mutual Fund (MF)
listed/unlisted derivatives.
Category I and II AIFs should be Closed
Fund Types
Ended;
A Mutual Fund can be both Closed Ended
Category III AIF can be both Closed Ended
or Open Ended funds.
and Open Ended

The minimum subscription amount of debt
oriented and balanced schemes at the time
of new fund offer shall be at least Rs 20
Minimum Corpus
An AIF should have a minimum corpus of Rs
crores and that of other schemes shall be at
20 crores.
least Rs 10 crores. An average AUM of Rs

20 crore on half yearly rolling basis shall be
maintained for open ended debt oriented
schemes.
Minimum investment size for an AIF is Rs 1

Minimum
crore. However, if investors are
Depending on the mutual fund scheme,
Investment by
employees/directors of the AIF or
AMC will mention in offer document the
Investors
employees/directors of the Manager, then
minimum investment amount.
minimum investment value is reduced to Rs 25

lakh.
Manager/Sponsor shall have a continuing
Sponsor or Asset Management Company
Continuing Interest interest of not less than 2.5% of the corpus or shall invest not less than 1.0% of the corpus
Issuance of Units
Rs 5 crore (5% of corpus or Rs 10 crore in
or Rs 50 lakhs, whichever is less, in the
case of category III AIF), whichever is lower.
growth option of each scheme
AIFs can issue units only through private
MFs can issue units by way of public
placements
issuance
Listing in Exchange Listing is permitted but there is no compulsion

for AIFs to list units on an exchange.
Min. Tenure
Every closed ended scheme, other than an

equity linked savings scheme, has to be
listed on a recognized stock exchange.
No scheme of an AIF can have a tenure
No minimum tenure
shorter than 3 years.

Number of
An AIF cannot have more than 1000 investors There is no such ceiling in case of mutual
Investors
in any scheme.
funds.
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The New CSR Rules and Social Venture AIFs

The Ministry of Corporate Affairs has notified Section 135 and Schedule VII of the Companies Act 2013 as well
as the provisions of the Companies (Corporate Social Responsibility Policy) Rules, 2014 (CSR Rules) to come
into effect from April 1, 2014.
The CSR concept revolves around business corporations performing obligations that one owes as a business
enterprise towards people and society at large. CSR is an act that aims to bring positive changes to the lives of
individuals; and transcends profit-and-loss issues for companies or individuals. CSR, therefore, is an act of
moral, social and business responsibility to protect, preserve and nurture human values and promote socioeconomic welfare.
Definition of Corporate Social Responsibility

The Companies (Corporate Social Responsibility) Rules, 2014 defines Corporate Social Responsibility (CSR)
as, including but not limited to:
Projects or Programs relating to activities specified in Schedule VII of the Companies Act, 2013; or
Projects or Programs relating to activities undertaken by the Board of Directors of a Company (Board) in
pursuance of recommendations of the CSR Committee of the Board as per declared CSR Policy of the
Company subject to the condition that such policy will cover subjects enumerated in Schedule VII of the
Act
Applicability
All companies (both Private Limited and Public Limited) in India that satisfy one or more of the following
conditions are required to spend at least 2% of their average net profit for the immediately preceding three
financial years on CSR activities.
Any company that falls under the above criteria will be required to comply with the provisions every year. In
order to exit from the CSR compliance requirements, the company should complete 3 consecutive years
wherein it does not satisfy any of the above-mentioned criteria.
Foreign companies with business operations in India will be required to contribute to CSR based on the profits
of their Indian business operations. Indian branches and project offices of foreign companies are also covered
11
under the CSR provisions and will be required to set up a CSR Committee and have a CSR Policy in place.
Eligible CSR Activities and Expenditure

The following are classified as eligible CSR activities under Schedule VII of the Companies Act, 2013.
CSR activities and expenditure must be with respect to any of the activities mentioned in Schedule VII
(detailed below) of the Companies Act, 2013
Any activity undertaken by the Company in its normal course of business would not qualify as a CSR
activity. The Company should clearly distinguish its CSR related activities from other routine business
activities.
Contributions to political parties, either directly or indirectly, will not be considered to be a CSR activity.
Likewise, CSR projects or programs that benefit only the employees of the Company would not be
considered as eligible CSR activities.
Only expenditure incurred on projects and programs in India would qualify as CSR expenditure
CSR capacity building costs of own personnel either directly or through any implementation agency
shall be considered as CSR expenditure. However, such capacity building costs shall not exceed 5% of
the overall CSR expenditure for the year.
Companies belonging to the same group can set up a registered Trust, Society or a Company to
undertake their CSR activities. In such cases, each company should clearly specify the activities to be
undertaken, the modalities for fund utilisation and the reporting and monitoring mechanisms. If the entity
through which the CSR activities are being undertaken is not established by the company or its holding,
subsidiary or associate company, such entity should have an established track record of three years
undertaking similar activities.
Companies can also collaborate with each other for jointly undertaking CSR activities, provided that
each of the companies is able to individually report on such projects.
Preference would need to be given to local areas and the areas around which the company operates
while deciding on the CSR activities to be undertaken.
The vehicle which is used to discharge the CSR expenditure should have an established track record of
three years in undertaking similar programs or projects, unless the vehicle has been established by the
company (or its holdings, or associates or subsidiary companies).
Administration CSR Committee and Policy
The Board would be required to appoint a three-member CSR Committee, including one independent
director.
Private Limited Companies and Foreign Companies are exempt from having an independent director on
the CSR Committee and can constitute their Committees with only two members. Private Limited
Companies with only two Directors on their Boards shall constitute the CSR Committee with both the
Directors.
12
The CSR Committee would be responsible to frame the CSR Policy, the proposed initiatives and a
transparent mechanism to monitor the CSR activities of the Company.
The CSR Policy should explicitly state that any surplus arising from the CSR activities should not be
considered as business profits of the Company.
Computation of Net Profits
Net Profit means the net profit calculated as per the financial statements of the Company, excluding the
following:
o
Profits from any overseas branch of the company.
Dividends received from other companies in India which are complying with the CSR obligations
Reporting
The Companys Board is required to mandatorily report on the CSR activities in its Report. In case the
prescribed amount is not spent during the year, reasons for not doing so should also be clearly
disclosed in the Boards report.
Companies will be required to display their CSR Policy and activities, including amount spent on each,
on their websites.
Schedule VII of the Companies (Corporate Social Responsibility) Rules, 2014
Eradicating hunger, poverty and malnutrition; promoting preventive healthcare and sanitation; making
available safe drinking water;
Promoting education, including special education and employment enhancing vocational skills
especially among children, women, elderly and the differently abled and livelihood enhancement
projects;
Promoting gender equality, empowering women, setting up homes and hostels for women and orphans;
setting up old age homes, day care centres and such other facilities for senior citizens and measures for
reducing inequalities faced by socially and economically backward groups;
Ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources and maintaining quality of soil, air and water;
Protection of national heritage, art and culture including restoration of buildings and sites of historical
importance and works of art; setting up of public libraries; promotion and development of traditional arts
and handicrafts;
Measures for the benefit of armed forces veterans, war widows and their dependents;
Training to promote rural, nationally recognized sports, Paralympic sports and Olympic sports,
Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central
Government for socio-economic development and relief and welfare of the Scheduled Castes,
Scheduled Tribes, other backward classes, minorities and women;
13
Contributions or funds provided to technology incubators located within academic institutions which are
approved by the Central Government; and
Rural development projects.
Social Venture AIFs and CSR

As per section 2(u) of SEBIs AIF Regulations, a Social Venture Fund is an AIF which invests primarily in
securities or units of social ventures and which satisfies social performance norms laid down by the fund.
Social venture in turn have been defined as trust, society or company or venture capital undertaking or limited
liability partnership formed with the purpose of promoting social welfare or solving social problems or providing
social benefits.
According to the CII-PWC Handbook on Corporate Social Responsibility in India, a minimum of 6000 Indian
Companies will be required to undertake CSR projects in order to comply with the legislation and many of these
companies would be first-timers. Further, the handbook estimates that the total CSR commitments could
amount to approximately INR 20,000 crores. Implementation of the new legislation is expected to bring in huge
funds into the development sector and it is critical to ensure these funds are optimally utilised for the specified
activities.
SEBI's AIF Regulations allows Category I Social Venture Funds to accept grants. The minimum amount that a
Social Venture Fund can accept as a grant is Rs. 2.50 million. Given that Social Venture AIFs are deemed by
SEBI to have positive social benefits on the overall economy, such AIFs structured as Trusts and who meet the
vintage requirements, will be eligible for receiving CSR grants. Social Venture AIF funds can serve as a platform
for channelizing CSR expenditure into productive activities that benefit the society at large.
Frequently Asked Questions on AIFs

1. Who can invest in an AIF?
As per SEBI regulations, AIFs may raise funds from any investor whether Indian, foreign or non-resident Indians
by way of issue of units.
IRDA vide its Circular No. IRDA/F&I/INV/CIR/054/03/2013 dated March 18, 2013 permitted insurers to invest in
Category I Alternative Investment Funds (AIF) and clarified that such investments would be restricted to
Infrastructure and SME sectors.
In a follow up circular, IRDA/F&I/CIR/INV/172/08/2013 dated August 23, 2013, insurers in India are permitted to
invest in Category I & II AIFs under the extant SEBI Regulations. The permitted Funds in Category I are
Infrastructure Fund, SME Fund, Venture Capital Fund and Social Venture Fund as defined in Alternate Fund
Regulations. Whereas, in Category II, at least 51% of the funds of such AIF shall be invested in either of the
Infrastructure entities or SME entities or Venture Capital undertakings or Social Venture entities.
Type of Insurer
Overall Exposure to Venture

Funds and AIFs put together
14
Exposure to single
AIF/Venture Fund
(a)
(b)
(c)
10% of AIF` /Venture Fund size
or 20% of Overall Exposure as
per (b), whichever is lower.
Life Insurance Company
3% of respective Fund
The above 10%Limit shall be
read as 20% in case of
Infrastructure Fund
10% of AIF` /Venture Fund size
or 20% of Overall Exposure as
per (b), whichever is lower.
General Insurance Company
5% of Investment Assets
The above 10% Limit shall be
read as 20% in case of
Infrastructure Fund
AIFs can invest in units of other AIFs if their constituting documents so permit. Funds of Category I AIF can
invest in units of other Category I AIFs of same sub-category. Funds of Category II and Category III AIF can
invest in units of other Category I or Category II AIFs.
2. Can the investments in a Social Venture Alternative Investment Fund (AIF) be classified as
Priority Sector Lending (PSL)?
The investments in an AIF cannot currently be classified as PSL even though the underlying assets may qualify
as PSL assets. However, investments in a Social Venture AIF can act as platform for familiarity with the Bottom
of the Pyramid (BoP) sector which can then facilitate direct investments in PSL assets.
3. In which category will the proposed IFMR Investments AIF fall?
IFMR Investments proposed AIF is proposed to be registered as a Category I Social Venture AIF. As per
SEBIs AIF Regulation, 2012, there are three categories of AIFCategory I AIF which invests in start-up or early stage ventures, social ventures, SMEs, Infrastructure or
other sectors or areas which the government or regulators consider as socially or economically desirable
Category II AIF which does not fall in Category I and III and which does not undertake leverage or borrowing
other than to meet day-today operational requirements
Category III AIF which employs diverse or complex trading strategies and may employ leverage including
through investment in listed or unlisted derivatives
4. Will the pass through benefit be applicable to the AIF launched by IFMR Investments?
As per regulations, only Category I Venture Capital AIFs are eligible for tax pass through benefit. However,
through various structuring options, AIFs can be constructed to be tax-neutral independent of the regulatory tax
pass through status. Accordingly, the proposed AIF to be launched by IFMR Investments will also achieve taxneutrality through the appropriate structuring option.
5. Is foreign investment allowed in AIFs?
15
The AIF regulations specify that AIFs may raise funds from any investor whether Indian, foreign or non-resident
Indians by way of issue of units. However, RBIs FEMA and other relevant guidelines needs to be amended to
ensure automatic foreign invest in AIFs. Thus, currently, foreign investments in AIF are permissible under the
approval route.
6. How is the interest of the Manager/Sponsor aligned with the investor in an AIF?
The Manager or Sponsor are required to have a continuing interest in the AIF of not less than 2.5 percent of the
corpus or Rs 5 crore, whichever is lower, in the form of investment in the AIF and such interest cannot be
through the waiver of management fees. For Category III AIF, the continuing interest shall be not less than 5
percent of the corpus or Rs 10 crore, whichever is lower.
7. What are the general guidelines for investment in an AIF?
Investment in all categories of AIFs shall be subject to the following conditions:(a) each scheme of the AIF shall have corpus of at least Rs 20 crore;
(b) the AIF shall not accept from an investor, an investment of value less than Rs 1 crore:
(c) the Manager or Sponsor shall disclose their investment in the AIF to the investors of the AIF;
(d) no scheme of the AIF shall have more than one thousand investors;
(e) the fund shall not solicit or collect funds except by way of private placement.
8. What are the general investment restrictions that an AIF has to follow?
Investments by all categories of AIFs are subject to the following conditions:(a) AIF may invest in securities of companies incorporated outside India subject to such conditions or guidelines
that may be stipulated or issued by the Reserve Bank of India and the Board from time to time;
(b) Co-investment in an investee company by a Manager or Sponsor shall not be on terms more favourable than
those offered to the AIF;
(c) Category I and II AIFs shall invest not more than twenty five percent of the corpus in one Investee Company;
(d) Category III AIF shall invest not more than ten percent of the corpus in one Investee Company
(e) AIF shall not invest in associates except with the approval of seventy five percent of investors by value of
their investment in the AIF;
(f) Un-invested portion of the corpus may be invested in liquid mutual funds or bank deposits or other liquid
assets of higher quality such as Treasury bills, CBLOs, Commercial Papers, Certificates of Deposits, etc. till
deployment of funds as per the investment objective;
9. What are the investment restrictions for a Category 1 AIFs?
(a) Category I AIF shall invest in investee companies or venture capital undertaking or in special purpose
vehicles or in limited liability partnerships or in units of other AIFs as specified in these regulations;
(b) Category I AIFs shall not borrow funds directly or indirectly or engage in any leverage except for meeting
temporary funding requirements for not more than thirty days, on not more than four occasions in a year and not
more than ten percent of the corpus.
10. What are the investment restrictions for a Category 1 Social Venture AIF?
16
AIF Regulations specify that for a Category 1 AIF Social Venture Fund, at least seventy five percent of the
corpus shall be invested in unlisted securities or partnership interest of social ventures.
11. Who is a Sponsor and Manager in an AIF?
The AIF Regulations define Sponsor and Manager as follows,
- sponsor means any person or persons who set up the AIF and includes promoter in case of a company and
designated partner in case of a limited liability partnership;
- manager means any person or entity who is appointed by the AIF to manage its investments by whatever
name called and may also be same as the sponsor of the Fund;
For being a Manager, the following condition has to be met,
the key investment team of the Manager of AIF has adequate experience, with at least one key personnel
having not less than five years experience in advising or managing pools of capital or in fund or asset or wealth
or portfolio management or in the business of buying, selling and dealing of securities or other financial assets
and has relevant professional qualification
12. Does a Category 1 Social Venture Fund mandatorily need to target muted returns?
AIF Regulations specify that Category 1 AIF Social Venture Fund, may accept muted returns for their
investors i.e. they may accept returns on their investments which may be lower than prevailing returns for
similar investments.
As clearly specified, the requirement for muted returns is optional and not mandatory.
13. What are the minimum eligibility criteria for launching an AIF?
For the purpose of the grant of certificate to an applicant, the following minimum conditions for eligibility have
been specified(a) the applicant is prohibited from making an invitation to the public to subscribe to its securities;
(b) the applicant, 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;
(c) the key investment team of the Manager of AIF has adequate experience
(d) the Manager or Sponsor has the necessary infrastructure and manpower to effectively discharge its
activities;
(e) the applicant has clearly described at the time of registration the investment objective, the targeted investors,
proposed corpus, investment style or strategy and proposed tenure of the fund or scheme;
14. What are the tenure requirements general guidelines for investment in an AIF?
Category I AIF and Category II AIF are required to be close ended and the tenure of fund or scheme should
meet the below guidelines,
- Category I and II AIF or schemes launched by such funds should have a minimum tenure of three years.
- Category III AIF may be open ended or close ended.
Extension of the tenure of the close ended AIF may be permitted up to two years subject to approval of twothirds of the unit holders by value of their investment in the AIF. In the absence of consent of unit holders, the
AIF will have to fully liquidate within one year following expiration of the fund tenure or extended tenure.\
17
15. Can units of AIF be listed?

Units of close ended AIF may be listed on stock exchange subject to a minimum tradable lot of Rs 1 crores.
Listing of AIF units is permitted only after final close of the fund or scheme.
16. Can AIFs accept grants?
Category 1 AIFs may accept grants, provided that utilization of such grants shall be restricted to invested in
unlisted securities or partnership interest of social ventures.
17. What are the general obligations of the Manager of an AIF?
The Manager is obliged to:
(a) address all investor complaints;
(b) provide to the Board any information sought by Board;
(c) maintain all records as may be specified by the Board;
(d) take all steps to address conflict of interest as specified in these regulations;
(e) ensure transparency and disclosure as specified in the regulations.
18
Regulatory Atlas
Date
Topic
Master Circular
Securities and Exchange Board of
India (Alternative Investment Funds)
Regulations, 2012
16-Sep-13
(as amended up to September 16, 2013)
http://www.sebi.gov.in/cms/sebi_data/co
mmondocs/AIFRegulations2012.pdf
Operational guidelines
Operational, Prudential and Reporting
Norms for Alternative Investment
29-Jul-13 Funds (AIFs)
http://www.sebi.gov.in/cms/sebi_data/atta
chdocs/1375094611151.pdf
Application for change in category of
the Alternative Investment Fund
07-Aug-13
chdocs/1375870851852.pdf
Guidelines on disclosures, reporting
and clarifications under AIF
19-Jun-14 Regulations
chdocs/1403173065618.pdf
19-Jun-14
18-Jul-14
18-Mar-13
23-Aug-13
07-Apr-14
Information to be filled by
unregistered funds
chdocs/1403173979338.xls
Description
This broad set of guidelines regulates

Alternative Investment Funds in India, the
regulation for which was introduced on May
21, 2012
These guidelines lay down the operational

and reporting norms that are to be followed
by all AIFs in India
These guidelines describe the rules and
procedure regarding changes form one
category of AIF registration to another
In light of the first guidelines for operational,
prudential and reporting norms for AIFs
issued on July 29, 2013, this next set of
guidelines provide further operational
requirements/norms for AIFs along with
issuing certain clarifications to amendments
introduced on September 16, 2013
This link provides the information to be
filled by funds which are exempt from
registration under sub-regulation (1) of
Regulation (3) of the AIF Regulations
Clarification and extension of deadline

with respect to circular on Guidelines
This circular provides clarifications on the
on disclosures, reporting and
circular issued on 19-Jun-14 and extends
clarifications under AIF Regulations
the deadline for compliance for previously
http://www.sebi.gov.in/cms/sebi_data/atta issued guidelines
chdocs/1405675574305.pdf
Guidelines pertaining to investment in AIFs
Permission of Insurers to invest in
Category I Alternative Investment
IRDA vide this circular permitted insurance
Funds
companies to invest in Category I AIFs
https://www.irda.gov.in/admincms/cms/w restricted to Infrastructure Funds and SME
hatsNew_Layout.aspx?page=PageNo19
Funds
25&flag=1
Permission to Insurers to Invest in
IRDA vide this circular extended permission
Category I & II Alternative Investment
for investment in AIFs by insurance
Funds (AIFs)
companies to more sub-categories in
https://www.irda.gov.in/ADMINCMS/cms/
Category I AIFs as well as certain Category
whatsNew_Layout.aspx?page=PageNo2
II AIFs
047&flag=1
Investment through Alternative
This circular by RBI provides for the
Investment Funds Clarification on
treatment of investment in AIFs for
19
Date
Topic
Calculation of NOF of an NBFC
http://rbi.org.in/Scripts/NotificationUser.as
px?Id=8826&Mode=0
Taxation of AIFs
Clarification regarding taxation of
Alternate Investment Funds having
status of non-charitable trusts under
28-Jul-14
the Income-tax Act, 1961
http://www.incometaxindia.gov.in/commu
nications/circular/circular13_2014.pdf
Others
List of Registered AIFs (May 2014)
31-May-14 http://www.sebi.gov.in/cms/sebi_data/atta
chdocs/1381741901306.pdf
How to get registered as an
Alternative Investment Fund
chdocs/1339489217797.pdf
Processing Application Status
http://www.sebi.gov.in/sebiweb/home/list/
5/35/0/0/Processing-Application-Status
Data relating to activities of
Alternative Investment Funds (AIFs)
30-Jun-14
chdocs/1392982252002.html
20
Description
computation of Net Owned Funds (NOF) of
an NBFC for AIFs sponsored by such
NBFCs for investment in group companies
This circular by CBDT provides certain

clarification on the taxation of AIFs
structured as non-charitable trusts
This link provides the list of all registered

AIFs in India with SEBI as of May 31, 2014
This link provides step by step instruction
on the process of getting registered as an
AIF
For applications made to SEBI for
registration as AIFs, this link provides the
status update on pending applications
This link provides the data relating to the
cumulative figures of commitment received
and investments made by different
categories of AIFs in India
10th
CORPORATE OFFICE
Floor, IITM Research Park, Kanagam Village, Taramani, Chennai 600113, India
Tel: +91 44 66687000; Fax: +91 44 66687010
Email: contact.investments@ifmr.co.in, Website: investments.ifmr.co.in
Copyright, 2014 IFMR Investments. All Rights Reserved. Contents may be used freely with due acknowledgement to IFMR Investments. All of
the information contained herein is based on information obtained from companies, experts, and other sources which IFMR Investments believes
to be reliable. IFMR Investments does not audit or verify the truth or accuracy of any such information. Although reasonable care has been taken
to ensure that the information herein is true, such information is provided 'as is' without any warranty of any kind, and IFMR Investments makes
no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. All information
contained herein must be construed solely as statements of opinion, and IFMR Investments shall not be liable for any losses incurred by users
from any use of this publication or its contents.
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