21 November 2022

Notifications & Circulars

Securities and Exchange Board of India


Capital Market

Modalities for filing of placement memorandum through a Merchant Banker


1. AlFs shall launch scheme(s) subject to filing of placement memorandum with SEBI through a SEBI registered Merchant Banker. In this regard, SEBI (Alternative Investment Funds) Regulations, 2012 ("AIF Regulations"), have been amended and notified on August 13, 2021. Copy of the notification is available at link.

2. In this context, the following is specified:

(a) The 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, AlFs 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 India Act, 1992 to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

Tags : Modalities Filing Merchant Banker

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