**Summary:**
SEBI Circular SEBI/HO/IMD/IDF/6/CIR/2022/009, dated January 27, 2022, introduces Special Situation Funds (SSFs) as a sub-category under Category I Alternative Investment Funds (AIFs). This amendment to the SEBI Alternative Investment Funds Regulations, 2012, which was notified on January 24, 2022, enables SSFs to invest in special situation assets.
Key provisions outlined in the circular include:
* Each scheme of SSF shall have a corpus of at least INR 100 crore.
* SSF shall accept a minimum investment of INR 10 crore from an investor. This threshold is reduced to INR 5 crore for accredited investors and INR 25 lakh for employees or directors of the SSF or its manager.
* SSF intending to act as a resolution applicant under the Insolvency and Bankruptcy Code, 2016 must comply with the eligibility requirements stipulated therein.
* SSF acquiring stressed loans under Clause 58 of the Reserve Bank of India (RBI) Master Direction – Transfer of Loan Exposures Directions, 2021, can do so upon inclusion in the relevant Annex of the RBI Master Direction.
* Stressed loans acquired by SSFs are subject to a minimum lock-in period of six months, except in cases of recovery from the borrower.
* SSFs acquiring stressed loans must adhere to the same initial and continuous due diligence requirements for their investors as mandated by the RBI for investors in Asset Reconstruction Companies.
The circular, effective immediately, is issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992, to protect investor interests, promote market development, and regulate the securities market.
The circular is available on the SEBI website (www.sebi.gov.in) under "Legal Framework - Circulars" and "Info for Alternative Investment Funds."
For further information, contact Sanjay Singh Bhati, Deputy General Manager, Investment Management Department, at +91 22 26449222 or ssbhati@sebi.gov.in.
Key Entities Referenced
Securities and Exchange Board of India: Regulatory body for the securities market in India, referred to as SEBI.
Alternative Investment Funds: Refers to AIFs, the entities to whom the circular is addressed.
Special Situation Funds: A subcategory under Category I AIFs, referred to as SSF, which shall invest in special situation assets.
SEBI Alternative Investment Funds Regulations, 2012: Regulations governing Alternative Investment Funds in India, referred to as AIF Regulations.
Insolvency and Bankruptcy Code, 2016: Law related to insolvency resolution and bankruptcy in India.
Reserve Bank of India: The central bank of India.
Master Direction Reserve Bank of India Transfer of Loan Exposures Directions, 2021: Directions issued by RBI regarding transfer of loan exposures, referred to as RBI Master Direction.
Securities and Exchange Board of India Act, 1992: Act of the Parliament of India which established SEBI.
CIRCULAR
SEBI/HO/IMD-I/DF6/P/CIR/2022/009 January 27, 2022
To,
All Alternative Investment Funds (AIFs)
Sir/Madam,
Sub: Introduction of Special Situation Funds as a sub-category under Category I AIFs
1. SEBI (Alternative Investment Funds) Regulations, 2012 (“AIF Regulations”), have been
amended and notified on January 24, 2022, to introduce Special Situation Funds (SSF), a
sub-category under Category I AIF, which shall invest in ‘special situation assets’. Copy
of the notification is available at link.
2. In this context, the following is specified:
(a) Each scheme of SSF shall have a corpus of at least one hundred crore rupees.
(b) SSF shall accept an investment of value not less than ten crore rupees from an
investor. In case of an accredited investor, the SSF shall accept an investment of
value not less than five crore rupees. Further, in case of investors who are employees
or directors of the SSF or employees or directors of the manager of the SSF, the
minimum value of investment shall be twenty-five lakh rupees.
(c) SSF intending to act as a resolution applicant under the Insolvency and Bankruptcy
Code, 2016 shall ensure compliance with the eligibility requirement provided
thereunder.
3. Further, in respect of SSF acquiring stressed loan in terms of Clause 58 of the Master
Direction – Reserve Bank of India (Transfer of Loan Exposures) Directions, 2021 (‘RBI
Master Direction’), the following is specified:
(a) SSF may acquire stressed loan in terms of clause 58 of RBI Master Direction upon
inclusion of SSF in the respective Annex of the RBI Master Direction.
(b) Stressed loan acquired by SSF in terms of clause 58 of the RBI Master Direction shall
be subject to a minimum lock-in period of six months. The lock in period shall not be
applicable in case of recovery of the stressed loan from the borrower.
(c) SSF acquiring stressed loans in terms of the RBI Master Direction shall comply with
the same initial and continuous due diligence requirements for its investors, as those
mandated by Reserve Bank of India for investors in Asset Reconstruction Companies.
Page 1 of 24. This circular shall come into force with immediate effect.
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.
6. The circular is available on SEBI website at www.sebi.gov.in under the categories "Legal
framework - Circulars" and "Info for - Alternative Investment Funds”.
Yours faithfully,
Sanjay Singh Bhati
Deputy General Manager
Investment Management Department
Tel no.: +91-22-26449222
ssbhati@sebi.gov.in
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