I. Background:
(i) SEBI notified the Securities and Exchange Board of India (Mutual Funds) (Amendment) Regulations, 2023 (“Amendment”), on June 27, 2023. The Amendment follows a Consultation Paper on Review of Regulatory Framework for Sponsors of a Mutual Fund, which the SEBI had released on January 13, 2023 (“Consultation Paper”).
(ii) The Amendment strengthens the existing eligibility criteria for sponsors of a mutual fund, which requires sponsors to have vintage in the “business of financial services” (“Original Criteria”), and requires the sponsor to have,
a. a net profit in all of the preceding five years (as opposed to the erstwhile requirement of profit in three out of five years);
b. minimum average net profit of INR 10 crore in preceding five years; and
c. positive “liquid net worth” i.e. (cash, money market instruments, T-Bills and G-Secs), greater than the proposed capital contribution of such sponsor.
(iii) The Amendment also introduces alternate eligibility criteria (“Alternate Criteria”), which allows non-financial services entities and “a private equity fund or a pooled investment vehicle or a pooled investment fund”, to become sponsors, subject to,
a. capital infusion of INR 150 crore into the asset management company (“AMC”);
b. shareholding equivalent to the initial capitalisation of INR 150 crore to be locked-in for a period of five years;
c. appointment of experienced senior management officials, having a combined experience of at least 30 years; and
d. in cases of acquisition of an existing AMC, maintaining liquid net worth equal to the incremental capitalisation to bring the net worth of the AMC to INR 150 crore.
(iv) The Amendment provides a framework for ‘existing’ sponsors to “disassociate” from an AMC, basis conditions to be prescribed by SEBI, and subject to,
a. AMC having diversified shareholding (no single shareholder with more than 10% shareholding); and
b. AMC having 2/3rd independent board of directors (as opposed to the 50% independent board of directors for AMCs with a sponsor).
(v) The Amendment replicates many monitoring and investor protection responsibilities for the board of directors of the AMC, in addition to the trustees.
The amendments in Paragraphs I(ii), (iii) and (iv) above shall come into force on August 1, 2023, in Paragraph I(v) above shall come into force once it is notified by SEBI.
II. Analysis:
(i) Original Criteria:
a. INR 10 crore profit floor may impact smaller players; requirement to maintain positive “liquid net worth” may affect investment strategy at the sponsor level.
b. Given the August 1, 2023 enforcement date for Paragraph I(iii) above, greenfield applications/ brownfield acquisitions currently being contemplated, may be accelerated; but the status of pending sponsor applications with SEBI is unclear.
c. The exemption that had introduced a window for early stage Technology/ FinTech companies to ‘sponsor’ a mutual fund (i.e. by bringing INR 100 crore net worth, if the original criterion of profitability in three out of five years is not met), has been deleted. Loss-making early-stage players who have recently ‘sponsored’ mutual funds, either through fresh applications or acquisition of existing AMCs, will not have this flexibility going forward.
(ii) Alternate Criteria:
a. PE/ VC funds are now permitted to sponsor mutual funds, without support from a strategic player. This is a big move by SEBI.
b. The 40% shareholding lock-in requirement, as contemplated under the Consultation Paper, has been dropped, in favour of a blanket INR 150 crore capitalisation lock-in for five years. This may possibly enable sponsor “disassociation”for high net worth AMCs.
c. “Sponsor-less” AMCs: Once SEBI prescribes the conditions, as mentioned in Paragraph I(iv) above, when a sponsor’s shareholding falls below 10%, “de-sponsorisation” will now be available (especially for listed AMCs), akin to “de-promoterisation”. Given the onerous ‘sponsor’ compliance requirements, this is a welcome step.
III. Implications:
| Entity | Implication |
| Strategic Investors | Higher obligations imposed. |
| PE / VC Funds | Positive, PE/ VC funds can now ‘sponsor’ MF AMCs. |
| Early Stage Players | As 3/5 years profitability exemption has been dropped, early stage players would have to explore alternative criteria. |
IV. Conclusion:
Mutual Fund sector was the only space which lacked clarity on the status of financial sponsors. These Amendments are a step in the right direction as it will now enable PE/ VC funds to enter the Mutual Fund space as ‘sponsors’, and trigger fresh deal activity.
Fixing of a higher accountability on the board of directors of AMCs will help improve corporate governance standards, thereby benefitting investors/ unitholders.
