how to register a venture capital fund in india

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http://www.sebi.gov.in/vc/vcregistration.html

http://www.sebi.gov.in/vc/vcregistration.html[12-10-2010 14:01:58]

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SECURITIES AND EXCHANGE BOARD OF INDIA

INVESTMENT MANAGEMENT DEPARTMENT

Division of Funds Venture Capital-------------------------------------------------------------------------------------------------------

HOW TO GET REGISTERED AS A VENTURE CAPITAL FUND

The Applicant for grant of registration as a Venture Capital Fund under SEBI (VentureCapital Funds) Regulations, 1996 should make an Application to SEBI in Form A alongwith all the necessary documents.

Generally on receipt of Application, the applicant will receive a reply from SEBI within 21working days. The time taken for registration however, depends on how fast therequirements are complied with by the applicant.

The applicant is advised to go through the SEBI (Venture Capital Funds) Regulations,1996 for checking the eligibility criteria and such other details which may help expeditethe registration process. As an integral part of the registration process, the applicant willsubmit:

1. Form A along with the Application fees of Rs.1,00,000 and documents as under:

a) Copy of Memorandum and Articles of Association in case the applicant is set upin the form of a Company (Reg. 4(a) )

or

Copy of Registered Trust Deed in case the applicant is set up in the form of atrust (Reg. 4(b) )

or

Copy of Main objective of constitution in case the applicant is set up in the formof a body corporate. (Reg 4(c) )

b) Copy of Investment Management Agreement (only if applicable).

Apart from the above documents/declarations as required under the Form A, theapplicant will also be required to submit the details/information as under:

2. Details of the Sponsor/Settlor.

2.1 Write up on the activities of the Sponsor/Settlor, its shareholding pattern/profile ofthe directors. Incase of an individual, please state whether the individual is adirector/employee of any entity registered with SEBI.

2.2 State whether, the Sponsor/Settlor has floated venture capital funds previously,which are registered with SEBI. If so details. Also state whether they (Sponsor

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or their directors) were refused a certificate by the Board or its certificate hasbeen suspended under regulation 30 or cancelled under regulation 31.

2.3 State whether the Sponsor/Settlor is registered with SEBI, RBI or any otherregulatory authority in any capacity along with the details of its registration.

2.4 State whether any of its group companies are registered with SEBI, RBI or anyregulatory authority along with the details of its registration.

2.5 State whether Sponsor/Settlor or its holding company is listed on any of therecognized stock exchanges in India. If so details thereof.

2.6 State whether the Sponsor/Settlor or its directors are involved in any litigationconnected with the securities market and any order passed against them forviolation of securities laws. If so, details.

3. Details of the Trustees/Trustee Company

3.1 Write up on the activities of the Trustee Company/ Profile of Trustees.

3.2 Shareholding pattern and the write up on profile of the Directors

3.3 State whether the Trustee Company is registered with SEBI, RBI or any otherregulatory authority in any capacity along with the details of its registration.

4. Details of the Investment Manager/Investment Advisor/Asset ManagementCompany (AMC).

4.1 Write up on the activities of the Investment Manager/Investment Advisor/AMC.

4.2 Shareholding pattern along with the profile of the Directors.

4.3 State whether the Investment Manager/Advisor/AMC is registered with SEBI,RBI or any other regulatory authority in any capacity, along with the details.

4.4 Details of Key Personnel/Management Team. Also state whether they are alsothe employees of any SEBI registered entity. If so details.

5. State whether, the applicant is registered with SEBI in any capacity or has applied forregistration in any other capacity with SEBI.

6. List of all the associates registered with SEBI along with their Registration No. Please,refer to Reg. 2(aa) of SEBI (Venture Capital Funds) Regulations, 1996 for thedefinition of the associate company.

7. Investment Strategy :

Disclose in detail the investment strategy of the fund (Reg. 12 (a)).

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Investment strategy should disclose the investment style or pattern, preferredsectors/industries for investment, proposed corpus, the class of investors, life cycle ofthe fund and any other information.

8. Declarations to be submitted by the applicant:

8.1 An undertaking under Regulation 11(3) of SEBI (Venture Capital Funds)Regulations, 1996.

8.2 Undertaking under Third Schedule to SEBI (Venture Capital Funds) Regulations,1996.

8.3 Declaration in respect of Fit and Proper Person criteria as per regulation 4 A ofthe SEBI (Venture Capital Funds) Regulation. 1996 and as specified underSchedule II of the Securities and Exchange Board of India (Intermediaries)Regulation 2008.

Grant of Certificate of Registration

Once all requirements including the Fit and Proper Person criteria have been compliedwith and on intimation from SEBI for payment of Registration fees of Rs.5,00,000 as perSecond Schedule to Regulations, SEBI will grant the applicant, certification ofregistration as a SEBI Registered Venture Capital Fund.

Please note the following::

The applicant means the entity seeking registration as a Venture Capital Fund

Application which is incomplete or without the necessary documents/information/declarations would not be accepted and would be treated as not filed.However, an intimation to this effect will be addressed to the applicant within areasonable period of time

Applications involving policy decisions or other considerations, might get delayed inprocessing and in getting registration approvals.

Documents/annexures submitted along with the application need to be numberedand duly signed.

In case of an Authorized signatory, please submit an authorization letter from theDirectors of the Fund.

The application in Form A along with all the necessary information as enumeratedabove will be addressed to The DGM, Division of Funds-Venture Capital, InvestmentManagement Department, and forwarded to our T&A Division, SEBI Plot No. C4-A,G Block, Bandra Kurla Complex, Bandra (East), Mumbai 400051. Suchapplications will be submitted along with the demand draft of Rs.1,00,000 towardsapplication fees paid in favour of SEBI, Mumbai.

---------------------------X----------------------------FIRST SCHEDULE FORMS

FORM A

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SECURITIES AND EXCHANGE BOARD OF INDIA (VENTURE CAPITAL FUNDS) REGULATIONS, 1996

(SEE REGULATION 3)

APPLICATION FOR GRANT OF CERTIFICATE OF REGISTRATION AS VENTURE CAPITAL FUND

SECURITIES AND EXCHANGE BOARD OF INDIA Plot No. C4-A, G BLOCK, BANDRA KURLA COMPLEX,

BANDRA (EAST), MUMBAI 400051 INDIA

INSTRUCTIONS:

i. This form is meant for use by the company or trust (hereinafter referred to as the applicant)for application for grant of certificate of registration as venture capital fund.

ii. The applicant should complete this form, and submit it, along with all supportingdocuments to the Board at its head office at Mumbai.

iii. This application form should be filled in accordance with these regulations.

iv. The application shall be considered by the Board provided it is complete in all respects.

v. All answers must be legible.

vi. Information which needs to be supplied in more detail may be given on separate sheetswhich should be attached to the application form.

vii. The application must be signed and all signatures must be original.

viii. The application must be accompanied by an application fee as specified the SecondSchedule to these regulations.

1. Name, address of the registered office, address for correspondence, telephonenumber(s), fax number(s), telex number(s) of the applicant and the name of thecontact person.

2. Please indicate to which of the following categories the applicant belongs.

(i) a company established under the Companies Act, 1956 (1 of 1956)

(ii) a trust set up under the Indian Trusts Act, 1882 (2 of 1882)

3. Date and place of incorporation or establishment and date of commencement ofbusiness (enclose certificate of incorporation, memorandum and articles ofassociation or trust deed in terms of which incorporated or established).

4. (a) Details of members of the Board of Trustees or directors of the trustee company,as the case may be, in case the applicant has been set up as a trust.

(b) Details of members of the Board of Directors of the venture capital fund in casethe applicant has been set up as a company.

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5. Please state whether the applicant, his partner, director or principal officer isinvolved in any litigation connected with the securities market which has an adversebearing on the business of the applicant; or has at any time been convicted for anymoral turpitude or at any time has been found guilty of any economic offe

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