01
Category and Structure
Selection between Category I, II and III, and between trust, company and limited liability partnership. The trust route remains the market standard for most pooled funds in India.
We help sponsors and managers build Alternative Investment Funds that satisfy the regulator on day one and hold their shape through every drawdown, deployment and distribution that follows. The structure decides what the fund can do for its entire life.
A fund formation mandate is a sequence of decisions that constrain one another. The category fixes the mandate. The trust deed fixes the powers. The placement memorandum fixes the disclosure. Each must agree with the next.
Selection between Category I, II and III, and between trust, company and limited liability partnership. The trust route remains the market standard for most pooled funds in India.
Preparation and filing of the registration application, sponsor and manager disclosures, key personnel records and the responses that move an application to grant.
Trust deed, investment management agreement, private placement memorandum and contribution agreement, drafted so the commercial deal and the regulatory mandate read as one.
Capital commitment and drawdown mechanics, management fee and carried interest, hurdle and catch up, excuse and exclusion rights and the distribution waterfall.
Investment committee charter, conflict and related party framework, valuation policy and the internal limits that keep the manager inside the stated mandate.
Periodic reporting to SEBI and to investors, the compliance calendar, foreign investment reporting where the fund accepts overseas capital, and scheme close and wind up.
Each stage produces a document the next stage relies on. The category note becomes the trust deed. The trust deed becomes the placement memorandum. The memorandum becomes the contract every investor signs.
Define the strategy, the category and the vehicle, then write the investment mandate that everything else must obey.
Trust deed, management agreement, placement memorandum and contribution agreement drafted as one consistent set.
File with SEBI, manage the queries and secure the certificate of registration for the fund.
Subscription, know your customer, foreign investment reporting where relevant, and the first close.
Deployment governance, valuation, periodic reporting and the compliance calendar through the life of the fund.
Most fund disputes are not about strategy. They are about a disclosure that was thin, a fee that was ambiguous or a conflict that was never addressed in writing. We draft the document for the moment it is read most carefully, which is rarely the moment it is signed.
Short, direct, on the record.
The category follows the strategy. Category I suits venture capital, infrastructure, small and medium enterprise and social impact strategies that the regulator views as economically desirable. Category II is the home of most private equity and private debt funds, since it covers funds that neither sit in Category I nor use leverage or complex strategies. Category III is for funds that use leverage or trade actively, including many listed market strategies. The choice fixes the mandate, the permitted instruments and the reporting, so it is made first and revisited rarely.
The contributory trust, settled under the Indian Trusts Act, has become the market standard because it offers flexibility in commercial terms, a settled tax position for pass through where conditions are met, and a familiar template that investors and the regulator both understand. Company and limited liability partnership structures are available and are sometimes preferred for specific strategies, but the trust remains the default for pooled private capital.
The core set is the trust deed that creates the vehicle, the investment management agreement that appoints and empowers the manager, the private placement memorandum that discloses the offer to investors, and the contribution agreement that each investor signs. Around these sit the investment committee charter, the valuation policy, the conflict framework and the compliance manual. We draft them as one consistent set so the commercial deal and the regulatory mandate never contradict each other.
Timing depends on the readiness of the sponsor and the completeness of the application, but a well prepared fund typically moves from instruction to registration over a few months, with first close following once the documents are final and anchor investors have committed. The work that shortens the timeline happens early, in getting the category, the mandate and the disclosures right before filing.
Yes. A fund may accept commitments from overseas investors, and many do. Where it does, the inbound investment into the fund and the downstream investment by the fund must be structured to comply with the foreign exchange framework and the applicable reporting. We build that compliance into the structure at the outset rather than retrofitting it after a foreign investor has committed.
Ring fenced vehicles for acquisitions, infrastructure and finance
Equity and contractual joint ventures with governance built to last
Schemes of arrangement and amalgamation before the Tribunal
The cleanest outcomes are built into the structure at the start, not negotiated out of disputes later.