MASTER CIRCULAR
SEBI/HO/AFD/PoD/P/CIR/2023/34 March 03, 2023
To,
All Foreign Venture Capital Investors
Dear Sir / Madam,
Subject: Master Circular for Foreign Venture Capital Investors (FVCIs)
1. Securities and Exchange Board of India (SEBI) has been issuing various circulars
from time to time for effective regulation of FVCIs. In order to enable the
stakeholders to have an access to all the applicable requirements / circulars at one
place, the provisions of the said circulars are incorporated in this Master Circular
for FVCIs.
2. This Master Circular shall come into force from the date of its issue. This Master
Circular rescinds the following circulars/directions issued by SEBI with regard to
FVCIs till date:
i. SEBI Circular No. IMD/DOF-1/FVCI/CIR.No.1/2009 dated July 03, 2009
ii. SEBI Circular No. SEBI/IMD/DOF-1/FVCI/CIR-1/2010 dated January 12, 2010
iii. SEBI Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/75 dated July 06, 2017
3. Notwithstanding such rescission,
a. anything done or any action taken or purported to have been done or taken
under the rescinded circulars, including registrations or approvals granted,
fees collected, registration suspended or cancelled, any inspection or
investigation or enquiry or adjudication commenced or show cause notice
issued prior to such rescission, shall be deemed to have been done or taken
under the corresponding provisions of this Master Circular;
b. any application made to SEBI under the rescinded circulars, prior to such
rescission, and pending before it shall be deemed to have been made under
the corresponding provisions of this Master Circular;
c. the previous operation of the rescinded circulars or anything duly done or
suffered thereunder, any right, privilege, obligation or liability acquired,
accrued or incurred under the rescinded circulars, any penalty, incurred in
respect of any violation committed against the rescinded circulars, or any
investigation, legal proceeding or remedy in respect of any such right,
privilege, obligation, liability, penalty as aforesaid, shall remain unaffected
as if the rescinded circulars have never been rescinded;
4. This Master Circular is issued with the approval of the competent authority.
5. This Master Circular is issued in exercise of powers conferred under Section 11(1)
and Section 11A 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. This Master Circular is available on the SEBI website at www.sebi.gov.in under the
categories "Legal framework – Master Circulars" and "Info for - Foreign Venture
Capital Investors”.
Yours faithfully,
Sanjay Singh Bhati
Deputy General Manager
Tel no.: +91-22-26449222
ssbhati@sebi.gov.in
Contents
1. Firm commitment requirement for registration as Foreign Venture Capital Investor
(FVCI) ..................................................................................................................................................... 4
2. Quarterly Reporting by FVCIs .................................................................................................... 4
3. Online Filing System for FVCIs .................................................................................................. 4
Annexure I ............................................................................................................................................ 6
1. Firm commitment requirement for registration as Foreign Venture Capital
Investor (FVCI)
1.1 Applicants desirous of registering with SEBI as FVCI shall obtain firm
commitment from their investors for contribution of an amount of at least USD 1
million at the time of submission of applications seeking registration as FVCI.
2. Quarterly Reporting by FVCIs
2.1 Format for the quarterly report on venture capital activity to be submitted by
FVCIs is enclosed as Annexure I. In accordance with Regulation 13(1) of SEBI
(Foreign Venture Capital Investors) Regulations, 2000 (“FVCI Regulations”), all
FVCIs are directed to submit the report on venture capital activity to SEBI
complete in all respects.
2.2 The report is to be uploaded online on SEBI portal within 7 days from the end of
each calendar quarter. Physical copies of the report are not required to be
submitted.
2.3 In accordance with Regulation 14 (2) of FVCI Regulations, domestic custodian
shall be responsible for timely submission of the report.
3. Online Filing System for FVCIs
4.1 In order to facilitate ease of operations in terms of applying for registration,
reporting and various compliances under FVCI Regulations, SEBI has introduced
an online system for filings related to FVCIs. The online system can be used for
application for registration, reporting and filing under the provisions of FVCI
Regulations.
4.2 All applicants desirous of seeking registration as a FVCI are now required to
submit their applications online only, through SEBI Intermediary Portal at
https://siportal.sebi.gov.in. Furthermore, all SEBI registered FVCIs are now
required to file their compliance reports and submit applications for any request
under the provisions of FVCI Regulations, through the online system only. The
aforesaid online filing system for FVCI has been made operational from July 1,
2017.
4.3 Link for SEBI Intermediary Portal is also available on SEBI website -
www.sebi.gov.in. In case of any queries and clarifications, users may refer to the
manual provided in the portal or contact the Portal Helpline as specified in the
manual.
4.4 Existing SEBI registered FVCIs are advised to activate their online accounts, for
which activation e-mail has been sent separately.
Annexure I
FVCI quarterly reporting format
A.
General Information
Name of the FVCI
Country of incorporation
Name of the domestic custodian
Name of the designated bank
Funds Committed for investment in India (in Rs. Crore)
Total Investible Funds1 (in Rs. Crore)
1Refer to FVCI Regulations for explanation
B.
Report upto the quarter ended (March/ June/ Sep/ Dec) Year
Cumulative details of the funds raised & invested by all schemes under the fund
1.
Brief investment details of the FVCI in India (Rs. Crore)
In Equity In Debt In Venture Capital Funds Total
(VCFs)
2.
Investment details
Cumulative investments
made by the schemes/ Cumulative Investments made by the schemes/
fund under Regulation fund under Regulation 11(c)(ii) of the FVCI
Total
Name 11(c)(i) of FVCI regulations
investment
of Regulations2
(in Rs.
Scheme In
In Listed % of Total Crore)
/fund Investments % of Total In Debt SPVs Total (Rs.
companies Investible (A+B+C+D)
(Rs. Crore) Investible (Rs. (Rs. Crore)
(Rs. Crore) Funds in
(A) Funds in (A) Crore) (C) Crore) (B+C+D)
(B) (B+C+D)
(D)
Total
2investment in equity / equity linked instruments of unlisted companies
3.
Industry-wise investment break-up (cumulative) (in Rs. Crore)
Amount invested directly Amount invested through VCFs Total
Industry At the Additio Divest At the At the Additions Divest At the
beginni ns ments end of beginnin during ments end of
ng of the during during the g of the the during the
quarter the the quarter quarter quarter the quarter
(a) quarter quarter (a+b-c) (a) (b) quarter (a+b-c)
(b) (c) (c)
Information Technology
Telecommunication
Pharmaceuticals
Biotechnology
Media/ Entertainment
Services Sector
Industrial Products
Others (dropdown as below)
Total
Other sectors:
1. Auto/ Auto Ancillary
2. Banking and financial services (Excluding NBFCs)
3. NBFC
4. Electrical & Engg./ Outsourced engineering services
5. FMCG/Food and beverages
6. Healthcare
7. Real estate
8. Energy/ Power Plants/ power generation and transmission/Non-conventional energy
9. Roads/Bridges
10. Railways
11. Industrial Parks/SEZ
12. Urban Infrastructure (water supply, sanitation and sewage products)
13. Mining, exploration and refining
14. Shipping and Ports
15. Logistics
16. Education
17. Packaging
18. Textiles
19. Retail
20. Agriculture
21. Chemicals/Petrochemicals/Plastic/Rubber
22. Nanotechnology
23. Seed Research & Development
24. Dairy industry
25. Poultry industry
26. Production of bio fuels
27. Hotel-cum-conventional centres with more than 3,000 seats
28. R&D of new chemical entities in pharma sector
29. Hotels/Travel/ Hospitality (Other than in (27) above)
Option to add sectors included