MANU/SIPM/0016/2021

Ministry : Securities and Exchange Board of India

Department/Board : Investment Management Department

Circular No. : SEBI/HO/IMD/IMD-I/DF6/P/CIR/2021/645

Date : 21.10.2021

To,

All Alternative Investment Funds (AlFs)
All Merchant Bankers

Sir/Madam,

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.