We are a legal and finance firm with a deep focus on the startup ecosystem. We offer a wide range of services, including Virtual CFO, Legal Support, Tax & Regulatory, and Global Expansion assistance.
Our goal at Treelife is to provide you with peace of mind and ease in business.
Streamline your startup's financial operations with our comprehensive Virtual CFO services. We handle everything from payroll and accounting to budgeting and tax compliance, allowing you to focus on scaling your business.
Navigate the complexities of legal requirements with ease. Our Legal Support services cover transaction support, contracts, M&A, IPR and disputes, ensuring your startup is legally sound.
Stay compliant and organized with our Secretarial Compliance services. We assist with entity incorporation, strike-offs, annual filings, and FEMA compliance, keeping your business operations smooth and hassle-free.
Transfer PricingTax AdvisoryEquity RestructuringFinancial Modeling
Optimize your financial strategy with our expert Tax & Regulatory services. We provide support for transfer pricing, tax advisory, equity restructuring, and financial modeling, ensuring your startup remains compliant and financially efficient.
Efficiently establish your Alternative Investment Fund with our comprehensive setup services. We handle fund setup, PPM, tax structuring, and SEBI applications, ensuring a seamless start.
Due DiligenceTransaction DocumentationCompany Liaisoning
Enhance your investment strategies with expert support in due diligence, transaction documentation, and company liaisoning, facilitating informed and strategic decisions.
Maintain smooth operations and strong investor relations with our lifecycle assistance services, including vendor liaisoning and continuous investor support.
Structure ConceptualisationTax & Regulatory ImpactExecution Support
Transform your business structure seamlessly with our flipping services. We offer structure conceptualization, tax and regulatory impact assessment, and execution support to ensure a smooth transition.
EvaluationSetup AssistancePost-Setup Ongoing Support
Leverage the benefits of GIFT IFSC with our tailored services. We provide evaluation, setup assistance, and post-setup ongoing support to facilitate your entry into this strategic hub.
Jurisdiction EvaluationRegulatory AssessmentExecution Support Ongoing Compliance
Enter the Indian market with ease using our comprehensive India entry services. We assist with market entry strategy, setup assistance, and ongoing back office support to help your business thrive.
Expand your business internationally with confidence. Our global market entry services include jurisdiction evaluation, regulatory assessment, and execution support, ensuring a successful launch in new markets.
Treelife served as our integrated legal team, they streamlined contract closure and processes, provided expert business advice, and supported our growth journey. Their proactive approach and attention to detail were invaluable in navigating challenges effectively. We highly recommend Treelife to startups aiming for sustainable and efficient growth.
Karan Bajaj
CEO, WhiteHat Jr
Jitesh and Garima helped set up WhiteHat Jr’s legal and financial structures that held from incorporation to fundraising to our acquisition. Their deep understanding of the startup space helped us validate our ideas from a regulatory framework and generated confidence among key stakeholders as we expanded our product in India and abroad.
Pravin Jadhav
Founder, Dhan
We have engaged with Jitesh and the team at TreeLife on multiple assignments through our journey. TreeLife has been super helpful and have made positive contributions in multiple transactions spanning legal, financial and engagements involving our key acquisitions at Raise. We highly recommend associating with them.
Arnav Sahni
Cofounder, SPLOOT
Treelife’s support has been outstanding. Their advice is proactive, their turnaround time is impressive, and their industry knowledge is unmatched. They guided us through our ESOP policy implementation and negotiated and closed two equity fundraising transactions with ease. We highly recommend Treelife to any start-up entrepreneurs in need of legal, compliance and financial support for their business.
Chloe Degois
Lead Finance Ops, Partoo
Treelife has been a great help in opening our subsidiary in India. Reactive and very professional, they ensure the good management of this subsidiary. We are very satisfied with the work they are doing.
Geetansh Bamania
Founder, Rentomojo
Treelife provides us with critical insights into our business, allows us to make fast decisions and ultimately become more dynamic and competitive in the marketplace. To top it all off, the support has been brilliant, quick, helpful and personal. We are super impressed with Treelife. Recommended Treelife to my contacts.
On January 3, 2025, the Union Government released the draft Digital Personal Data Protection Rules, 2025 1 (“Draft Rules”). Formulated under the Digital Personal Data Protection Act, 2023 (“DPDP Act”), the Draft Rules have been published for public consultation, with objections and suggestions on the same to be provided to…
Introduction India has emerged as a global hub for business and investment, attracting foreign entities eager to tap into its dynamic and growing market. Whether it’s multinational corporations expanding operations or startups venturing into new territories, establishing a presence in India offers immense opportunities. However, along with these opportunities come…
Introduction Security of sensitive business information, protection of intellectual property and trade secrets and trust in collaborations are critical aspects of business security in an increasingly competitive and data-driven market today. It is to this effect that businesses typically execute non disclosure agreement (“NDA”), which imposes a contractual obligation on…
A health-tech company operating a digital clinic under the brand name ‘Proactive For Her’, providing a digital platform to offer accessible, personalized, and confidential healthcare solutions for women.
Project Undertaken
Review of accounting records and tax filings on a monthly basis
Compliance assistance for fundraising
How We Helped?
Review of Accounts and Tax Filing:
Treelife conducted a thorough review of the monthly accounting books to ensure accuracy and completeness, helping the company maintain precise financial records.
We ensured GST payments and returns were filed timely and accurately, reducing the risk of non-compliance and potential penalties for the company.
Our team streamlined and regularized tax returns, annual filings, and other statutory compliances according to applicable due dates, ensuring the company met all regulatory requirements promptly.
Fundraising (Compliance Advisor):
Treelife provided compliance advisory services for the company’s fundraising efforts, ensuring that all financial records and compliance requirements were up-to-date.
We assisted with the timely updating of accounting entries and filings, completing requisite regulatory compliances efficiently.
Our involvement ensured a reduction in the turnaround time (TAT) for payments and MIS processing, facilitating smoother financial operations and improved investor confidence.
By leveraging our expertise in financial and compliance advisory, Treelife enabled ‘Proactive For Her’ to maintain accurate financial records, meet all compliance requirements, and support its fundraising activities. Our comprehensive support helped the company focus on its core mission of providing accessible and personalized healthcare solutions while ensuring robust financial and compliance management.
Treelife played a pivotal role in helping an Indian private limited company transition to a US-headquartered structure. By setting up an LLP in India and guiding the investment process under the ODI route, we ensured compliance with FEMA and income-tax regulations. Our strategic approach enabled the company to raise funds from foreign investors and expand globally with minimal tax implications.
Business Overview
Indian individual promoters had established a private limited company in India and sought to expand their business globally. They aimed to raise funds from foreign investors and transition to a US-headquartered structure.
Project Undertaken
Setting up an LLP in India
Investment in a newly incorporated US entity under the ODI route
Acquisition of Indian entity shares by the US entity from the promoters
Structure Mechanics:
Indian individual promoters set up an LLP in India.
The LLP makes investments in a newly incorporated US entity under the ODI route.
The US entity acquires the shares of the Indian entity from the promoters, adhering to FEMA and income-tax regulations.
A benchmarking study is undertaken for all ongoing transactions between the US entity and the Indian entity.
Parameters:
The gift structure used under the erstwhile ODI rules was no longer possible, as Indian resident founders can now receive gifts of shares from their relatives.
Recently revamped ODI rules by RBI do not permit a foreign company to set up an Indian subsidiary where the Indian promoters control such a foreign company.
Any transaction between the offshore company and its Indian subsidiary needs to be benchmarked from a transfer pricing perspective.
Minimal income-tax implications and adherence to FEMA pricing norms.
Facts:
Indian promoters aimed to expand their business globally and raise funds from foreign investors.
They sought to move to a US-headquartered structure to facilitate this expansion.
By strategically structuring the investment and ensuring compliance with the latest ODI rules and FEMA pricing norms, Treelife enabled the company to achieve its global expansion goals. Our financial advisory services provided the necessary support to navigate complex regulatory landscapes and optimize tax implications, ensuring a smooth transition for the company’s international growth.
In just a few weeks, Treelife transformed the financial infrastructure of an innovative SaaS company. We set up efficient accounting systems, ensured seamless bookkeeping, and provided critical fundraising support. Discover how our strategic approach reduced their operational burden and enhanced their financial management.
Business Overview
An innovative insurance-tech company using technology and innovation to transform the traditional insurance model. The company offers a cloud-based platform that connects distributors to the insurance ecosystem.
Project Undertaken
Setting up systems for HR, accounting, and payroll
Ongoing bookkeeping, tax compliance, and payments
Fundraising and due diligence support
How We Helped?
Setting Up:
Treelife took ownership and set up the entire accounting system for the company from inception using Zoho Books and Zoho Payroll.
Assisted in migrating from Zoho Payroll to Keka, ensuring a smooth transition.
Effective implementation of software and processes reduced the time and effort required by the founders.
Bookkeeping and Accounting:
Timely updating of accounting entries and filing, ensuring compliance with regulatory requirements.
Completion of requisite regulatory compliances, reducing TAT for payments and MIS processing.
Fundraising & Vendor Due Diligence:
Represented the company during the due diligence process conducted by investors, assisting them in understanding the business model and transaction workflow.
Submitted data in the requisite formats and seamlessly resolved queries from the diligence team regarding finance and tax-related areas promptly.
By leveraging our expertise in financial management, Treelife significantly improved the company’s operational efficiency and supported its growth journey. Our comprehensive services ensured that the company was well-prepared for investor scrutiny and ongoing financial challenges.
IFSCA listing regulations requires debt securities to adhere to international standards/principles to be labelled as “𝐠𝐫𝐞𝐞𝐧”, “𝐬𝐨𝐜𝐢𝐚𝐥”, “𝐬𝐮𝐬𝐭𝐚𝐢𝐧𝐚𝐛𝐢𝐥𝐢𝐭𝐲” 𝐚𝐧𝐝 “𝐬𝐮𝐬𝐭𝐚𝐢𝐧𝐚𝐛𝐢𝐥𝐢𝐭𝐲-𝐥𝐢𝐧𝐤𝐞𝐝” 𝐛𝐨𝐧𝐝.
As of September 30, 2024, the IFSC exchanges boasted a listing of approximately USD 14 billion in ESG-labelled debt securities, a significant chunk of the total USD 64 billion debt listings in a short period. This rapid growth highlights the growing appetite for sustainable investments among global investors.
Certain investors, particularly institutional ones like pension funds and socially responsible investment (SRI) funds, explicitly state in their investment mandates that they can only invest in ESG-labeled securities. To encourage and promote ESG funds, the IFSCA has waived fund filing fees for the first 10 ESG funds registered at GIFT-IFSC, to incentivise fund managers to launch ESG-focused funds.
However, this rapid growth also comes with a significant risk of “greenwashing” where companies or funds exaggerate or falsely claim their environmental and sustainability efforts.
𝐖𝐡𝐚𝐭 𝐢𝐬 “𝐆𝐫𝐞𝐞𝐧𝐰𝐚𝐬𝐡𝐢𝐧𝐠”?
However, with this rapid growth comes a significant risk: greenwashing. Greenwashing occurs when companies or funds exaggerate or fabricate their environmental and sustainability efforts to project a greener image and attract investors. It’s essentially a deceptive marketing tactic that undermines the true purpose of sustainable investing.
Recognizing the threat of greenwashing, the IFSCA has released a consultation paper seeking public comment on a draft circular titled “Principles to Mitigate the Risk of Greenwashing in ESG labelled debt securities in the IFSC.” This circular outlines principles that companies and funds issuing ESG-labelled debt securities on the IFSC platform must adhere to.
Karnataka, a state in India known for its vibrant tech industry, has recently unveiled its Global Capability Centres (GCC) Policy 2024-2029. This ambitious policy aims to solidify Karnataka’s position as a leading hub for GCCs in India and propel the state’s tech ecosystem to even greater heights.
What are Global Capability Centres (GCCs)?
For those unfamiliar with the term, GCCs are specialized facilities established by companies to handle various strategic functions. These functions can encompass a wide range of areas, including:
Information Technology (IT) services
Customer support
Research and development (R&D)
Analytics
By setting up GCCs, companies can streamline operations, reduce costs, and tap into a pool of talented professionals. This allows them to achieve their global objectives more efficiently.
Why is Karnataka a Major Hub for GCCs?
India is a powerhouse for GCCs, boasting over 1,300 such centers. Karnataka takes the lead in this domain, housing nearly 30% of India’s GCCs and employing a staggering 35% of the workforce in this sector. Several factors contribute to Karnataka’s attractiveness for GCCs:
Vast Talent Pool: Karnataka is home to some of India’s premier educational institutions, churning out a steady stream of highly skilled graduates in engineering, technology, and other relevant fields.
Cost-Effectiveness:India offers a significant cost advantage for setting up and operating GCCs, compared to other global locations.
Key Highlights of Karnataka’s GCC Policy 2024-2029
The recently unveiled GCC Policy outlines a series of ambitious goals and initiatives aimed at propelling Karnataka to the forefront of the global GCC landscape. Here are some of the key highlights:
Establishment of 500 New GCCs: The policy sets a target of establishing 500 new GCCs in Karnataka by 2029. This aggressive target signifies the government’s commitment to significantly expanding the state’s GCC footprint.
Generating $50 Billion in Economic Output: The policy envisions generating a staggering $50 billion in economic output through GCCs by 2029. This substantial economic contribution will be a boon for Karnataka’s overall development.
Creation of 3.5 Lakh Jobs: The policy aims to create 3.5 lakh (350,000) new jobs across Karnataka through the establishment and operation of new GCCs. This significant job creation will provide immense opportunities for the state’s workforce.
Centre of Excellence for AI in Bengaluru: Recognizing the growing importance of Artificial Intelligence (AI), the policy proposes establishing a Centre of Excellence for AI in Bengaluru. This center will focus on driving research, development, and innovation in the field of AI, fostering a robust AI ecosystem in Karnataka.
AI Skilling Council: The policy acknowledges the need to equip the workforce with the necessary skills to thrive in the AI-driven future. To address this, the policy proposes the creation of an AI Skilling Council. This council will be responsible for developing and delivering AI-related training programs, ensuring Karnataka’s workforce is well-prepared for the jobs of tomorrow.
INR 100 Crore Innovation Fund: The policy establishes an INR 100 crore (approximately $12.3 million) Innovation Fund. This fund will support joint research initiatives between academia and GCCs, fostering a collaborative environment that fuels innovation and technological advancements.
The GCC Policy has a clear and ambitious goal: for Karnataka to capture 50% of India’s GCC market share by 2029. Read more about the policy here.
In recent years, a significant number of Indian startups have chosen to incorporate their businesses outside India, primarily in locations like Delaware, Singapore and other global locations. This trend, known as “flipping,” offered advantages like easier access to foreign capital and tax benefits. However, the tide is starting to turn. We’re witnessing a growing phenomenon of “reverse flipping,” where these startups are now shifting their bases back to India.
This shift back home is driven by several factors, including a booming Indian market, attractive stock market valuations, and a desire to be closer to their target audience – Indian customers. To further incentivize this homecoming, the Ministry of Corporate Affairs (MCA) has recently introduced a significant policy change.
MCA Streamlines Cross-border Mergers for Reverse Flipping
The MCA has amended the Companies (Compromises, Arrangements, and Amalgamations) Rules, 2016, to streamline the process of cross-border mergers. This move makes it easier for foreign holding companies to merge with their wholly-owned Indian subsidiaries, facilitating a smooth transition for startups seeking to return to their roots.
Key Takeaways of the Amended Rules
Here’s a breakdown of the key benefits for startups considering a reverse flip through this streamlined process:
Fast-Track Mergers: The Indian subsidiary can file an application under Section 233 read with Rule 25 of the Act. This rule governs “fast-track mergers,” which receive deemed approval if the Central Government doesn’t provide a response within 60 days.
RBI Approval: Both the foreign holding company and the Indian subsidiary need prior approval from the Reserve Bank of India (RBI) for the merger.
Compliance with Section 233: The Indian subsidiary, acting as the transferee company, must comply with Section 233 of the Companies Act, which outlines the requirements for fast-track mergers.
No NCLT Clearance Required: This streamlined process eliminates the need for clearance from the National Company Law Tribunal (NCLT), further reducing time and complexity.
The Road Ahead
The MCA’s move represents a significant positive step for Indian startups looking to return home. This policy change, coupled with a thriving domestic market, is likely to accelerate the trend of reverse flipping. This not only benefits returning companies but also strengthens the overall Indian startup ecosystem, fostering innovation and entrepreneurial growth within the country.
The Software as a Service (SaaS) industry is transforming how businesses operate, enabling organizations to scale rapidly, reduce costs, and enhance accessibility. India’s SaaS story is particularly compelling: once a nascent segment, the Indian SaaS market is now projected to reach $50 billion by 2030, contributing significantly to the global market valued at over $200 billion in 2024. The country is home to over 1,500 SaaS companies, several of which have achieved unicorn status, contributing to a market valued at approximately $13 billion in 2023.
In India, the SaaS ecosystem is experiencing an unprecedented boom, becoming a global hub for innovation, entrepreneurship, and investment. Treelife’s SaaS Blueprint: Unlocking India’s Potential with Industry Insights and Regulatory Guide offers a comprehensive exploration of the Indian SaaS landscape, delving into industry growth trends, regulatory frameworks, investment landscape, risk mitigation strategies, and key government initiatives driving the sector. Whether you’re an entrepreneur, investor, or an industry observer, this handbook provides actionable insights and a clear roadmap to navigate the opportunities in this vibrant and fast growing ecosystem.
If you have any questions or need further clarity, please don’t hesitate to reach out to us at [email protected]
Why SaaS is the Future of Technology
The Indian SaaS sector stands at the intersection of global opportunity and local ingenuity, ready to redefine industries with cutting-edge solutions. As businesses embrace technologies like artificial intelligence, blockchain, and machine learning, the potential for innovation and impact is limitless. The SaaS model is projected to surpass $300 billion globally by 2026 – a testament to its scalability and adaptability. From CRM and ERP solutions to AI-driven platforms and industry-specific tools, SaaS caters to diverse business needs. In India, the sector’s growth is equally remarkable, with the market expected to reach $50 billion by 2030. Fueled by affordable cloud infrastructure, a highly skilled workforce, and supportive government policies, the Indian SaaS sector has become a powerhouse of global significance.
However, navigating the complexities of regulation, compliance, and market dynamics is essential for long-term success. With actionable insights and a deep dive into the regulatory framework, this handbook equips businesses and stakeholders to harness the immense potential of SaaS while staying compliant and resilient.
Inside the SaaS Blueprint – Key Highlights
1. A Comprehensive Industry Overview
The handbook provides an analysis of the SaaS industry’s evolution, market size, and the role of technology in driving transformation. Key highlights include:
The global rise of SaaS, driven by innovations in AI, machine learning, and cloud computing.
Insights into the Indian SaaS market, which is home to over 1,500 companies generating $13 billion in annual revenue, with 70% of revenue generated in international markets.
An exploration of key SaaS segments like Customer Relationship Management (CRM), Enterprise Resource Planning (ERP), cybersecurity, fintech, and more, showcasing India’s ability to serve both local and global markets.
2. Regulatory and Legal Framework
The legal and regulatory landscape for SaaS businesses is complex, with both domestic and international considerations. The handbook covers:
Contract Law: SaaS agreements such as subscription, service level, and licensing agreements, and the importance of safeguarding intellectual property (IP).
Data Protection and Privacy: Navigating India’s Digital Personal Data Protection Act, 2023, and ensuring compliance with global laws like GDPR, HIPAA, and CCPA.
Intellectual Property Protection: Securing patents, copyrights, trademarks, and trade secrets to protect proprietary technology.
Taxation: Detailed insights into GST implications, equalization levy updates, and income tax considerations for SaaS businesses operating domestically and internationally.
3. Investment Landscape
India’s SaaS sector has emerged as an attractive destination for venture capital and private equity investment, with the handbook providing:
The growing preference for vertical SaaS solutions catering to niche industries like agritech and climate tech.
Key investment trends, including the role of AI in creating new SaaS categories like software testing, predictive analytics, and automation.
Challenges such as founder dilution and valuation pressures, with strategies for navigating these hurdles while attracting sustainable funding.
4. Mitigating Risks and Building Resilience
The digital nature of SaaS exposes companies to unique risks, including data breaches and operational disruptions. Learn more about strategies to mitigate risk and build resilience through::
Enhancing data security through encryption, access controls, and compliance with local and global regulations.
Building operational resilience with disaster recovery plans, fault-tolerant infrastructure, and robust incident response and reporting frameworks.
Addressing third-party risks by vetting external vendors and ensuring alignment with security standards like SOC 2 and ISO 27001.
5. Government Initiatives Supporting SaaS
Aimed at fostering innovation and promoting adoption of SaaS, the Government of India has launched multiple initiatives and policies, the most prominent of which are below:
MeghRaj Initiative: Accelerating cloud adoption in public services to improve efficiency and scalability.
National Policy on Software Products (NPSP): Supporting 10,000 startups and developing clusters for software product innovation.
Government eMarketplace (GeM): Enabling SaaS companies to tap into public sector procurement opportunities.
SAMRIDH Program: Connecting startups with resources for scaling and growth.
Key Takeaways for Stakeholders
Whether you’re an entrepreneur, investor, or policymaker, this handbook provides actionable insights to navigate the opportunities and challenges of the SaaS ecosystem. Key takeaways include:
The roadmap to build and scale a successful SaaS business in India.
Strategies to ensure compliance with complex regulatory frameworks.
Insights into investment trends and funding opportunities in SaaS.
A detailed analysis of risks and resilience strategies to future-proof your business.
Download the SaaS Blueprint today and take the next step in shaping the future of SaaS in India. For inquiries or further guidance, reach out to us at [email protected].
Environmental, Social, and Governance (ESG) principles have evolved from being a global framework for responsible business practices into a cornerstone of sustainable and ethical growth. In India, the prominence of ESG is rapidly increasing, with the total assets under management (AUM) of ESG funds reaching substantial growth ofUSD 1.17 billion (INR 9,753 crores)in March 2024. In fact, ESG could represent approximately34% of the total domestic AUM by 2051.
These principles originated as a response to growing concerns on climate change, social equity, and corporate accountability. Today, they are critical for businesses aiming to align with international sustainability goals. Startups are uniquely positioned to integrate ESG frameworks into their operations from the outset, contributing to global sustainability objectives while enhancing financial performance. Improved risk management, operational efficiencies, and stronger stakeholder trust are among the many benefits of embedding ESG practices. Furthermore, companies with strong ESG performance are increasingly favored by investors, reflecting a global shift toward sustainable financing and prioritizing climate action.
India’s ESG evolution mirrors international trends while addressing domestic opportunities and challenges. Initiatives such as the Business Responsibility and Sustainability Report (BRSR) framework and increasing green finance options have propelled India into the global spotlight. Startups can leverage these developments to scale responsibly, align with India’s international commitments, and position themselves as leaders in the evolving ESG landscape.
Tailored for practical insight, this handbook focuses on individual contributions to ESG as the building blocks for collective progress, enabling startups to align their practices with India’s international commitments and sustainability objectives, and to: (i) scale responsibly; (ii) contribute to global sustainability goals; and (iii) position themselves as leaders in India’s evolving ESG landscape.
This handbook is developed as a comprehensive look into the ESG framework in India covering the evolution of ESG in corporate governance, key components, the Indian regulatory landscape, accounting and reporting standards, and market trends. With case studies on Tata Power, Zomato and IKEA, the handbook also addresses challenges, investment opportunities, and the future of ESG in India. This handbook provides startups with practical strategies to integrate ESG principles into their operations, enabling them to align with India’s global sustainability goals and unlock opportunities for responsible growth. For further guidance or inquiries, reach out to us at [email protected]
Alternative Investment Funds, often abbreviated as AIFs, have become a buzzword among sophisticated investors, especially High Net Worth Individuals (HNIs). As of November 2024, India has nearly 1,400 registered AIFs. This domain has witnessed remarkable growth, underscored by an almost 77% surge in commitments which escalated from Rs. 22.73 trillion in the fiscal year 2021-22 to a staggering Rs. 40.19 trillion in 2023-24. This growth translated to a substantial Rs. 17.46 trillion jump within two years! The total assets under management (AUM) of AIFs have grown at a CAGR (Compound Annual Growth Rate) of 28% between June FY19 and June FY24s.
In light of the burgeoning AIF industry, its regulatory authority, the Securities and Exchange Board of India (SEBI), hasn’t remained a silent observer. SEBI has proactively been fortifying protocols to guarantee investor safety, heighten transparency, and ensure fair practices within the AIF guidelines.
So, the question arises, what exactly are AIFs? And how do they function within the Indian regulatory landscape?
Understanding AIFs
An AIF is a privately pooled investment vehicle that gathers funds from investors, Indian or foreign, for investment as per a defined investment policy to benefit its investors. With their promise of high returns across diverse asset classes, AIFs are attractive for those aiming to diversify and enhance their portfolios.
Some key terms used in AIFs:
Carry Carry or carried interest is akin to performance fees which is paid to the investment manager as a share of the AIF’s profits which the investment manager is entitled to if they exceed a specific threshold return. Carry is typically in the range of 15-20% of the profits earned by the AIF in excess of the specified threshold.
Hurdle / Preferred rate of return Minimum percentage of returns that an investor earns before the Investment Manager can catch-up and charge carry to the investor.
Catch-up Catch-up allows the investment manager to earn the hurdle rate of return on its investment in the AIF but only after the investors have received their investment along with the hurdle rate of return on such investment.
Distribution waterfall Provides for an order of specified priority in which the distributions are made by AIF which includes the capital contributions, fees, hurdle, catch up (if any), carry, etc.
Closing Closing is the date fixed by the Investment Manager as a cut-off date to obtain capital commitment from investors.
Regulatory Framework
In India, AIFs operate under the purview of the SEBI. Since their establishment in the late 1980s, Venture Capital Funds (VCFs) have been a significant focus for the government to bolster the growth of specific sectors and early stage companies. However, the desired outcomes in supporting emerging sectors and startups were not realized, largely due to regulatory uncertainties. Recognizing this challenge, in 2012, the Securities and Exchange Board of India unveiled the SEBI (AIF) Regulations. This was done to categorize AIFs as a unique asset class, similar to Private Equities (PEs) and VCFs.
Any entity wishing to function as an AIF must seek registration with SEBI. While there are various legal structures under which an AIF can be established – such as a trust, a company, an LLP, or a body corporate – trusts are the most commonly chosen form in India.
A typical AIF structure looks like the following –
The entities are: ● Settlor – Person who settles the trust with a nominal initial settlement ●Trustee – Person in charge of the overall administration and management of the Trust. In practice, this responsibility is then outsourced to the investment manager. ● Contributor – Investor to the Trust (AIF) and makes a capital commitment to the AIF ● Sponsor – Face of the AIF i.e. Person who sets up the AIF ● Investment Manager – Brain of the AIF i.e. Person who is appointed to manage the investments.
It’s noteworthy that the roles of the Sponsor and Investment Manager can be unified, with one entity performing both functions.
Under the SEBI AIF Regulations, AIFs are classified into 3 distinct categories. Each category serves a unique purpose and is characterized by specific investment conditions and varying degrees of regulatory oversight. Below is an overview of the categories, highlighting their primary purpose and key conditions:
Parameters
Category I AIF
Category II AIF
Category III AIF
Definitions
Funds with strategies to invest in start-up or early stage ventures or social ventures or SMEs or infrastructure or other sectors or areas which the government or regulators consider as socially or economically desirable.
Includes:
Venture Capital Funds (angel funds are a subcategory of VCFs)
SME funds
Social Impact Funds
Infrastructure Funds
Special Situation Funds
Funds that cannot be categorized as Category I AIFs or Category III AIFs. These funds do not undertake leverage or borrowing other than to meet day-to-day operational requirements and as permitted in the AIF Regulations.
Examples – Private Equity or Debt Funds
Funds which employ diverse or complex trading strategies and may employ leverage including through investment in listed or unlisted derivatives.
Examples – Hedge funds or funds which trade with a view to make short-term returns
Minimum ticket size
INR 1 crore
INR 1 crore
INR 1 crore
Minimum fund size
INR 20 crore
INR 20 crore
INR 20 crore
Open or close ended fund
Close-ended
Close-ended
Can be open or close-ended
Tenure
Minimum tenure of 3 years
Minimum tenure of 3 years
NA
Continuing interest of Sponsor / Manager
(a.k.a skin in the game)
Lower of:
2.5 % of corpus
INR 5 crores
Lower of:
2.5 % of corpus;
INR 5 crores
Lower of:
5 % of corpus;
INR 10 crore
Investment outside India
Permissible subject to SEBI approval
Concentration norms
Can’t invest more than 25% in 1 investee company
Can’t invest more than 25% in 1 investee company
Can’t invest more than 10% in 1 investee company
Borrowing
Cant borrow funds except for :
(a) temporary funds not more than 30 days
(b) less than 4 occasions in a year
(c) less than 10% of investable funds
Cant borrow funds except for :
(a) temporary funds not more than 30 days
(b) less than 4 occasions in a year
(c) less than 10% of investable funds
Can engage in leverage & borrowing as per prescribed rules
Overall restrictions / compliances
Low
Medium
High
SEBI registration fees
INR 500,000
INR 1,000,000
INR 1,500,000
Per scheme filing fees
INR 100,000
INR 100,000
INR 100,000
Apart from the categories mentioned above, any of the three categories of AIFs can be classified as a large-value fund (LVFs), provided that each investor is an “accredited investor” as per the AIF Regulations and invests a minimum of INR 70 crores in the AIF. LVFs have certain investment and compliance related exemptions.
Angel Funds also hold a distinct categorization under the AIF Regulations. These funds are a subcategory of Category I AIFs – VCFs, primarily designed to acknowledge and support the unique role of angel investors in the startup ecosystem. The key characteristics of Angel funds are summarized below:
Parameters
Category I AIF
Minimum ticket size
INR 25 lakhs
Minimum fund size
INR 5 crore
Investments
Should be not less than INR 25 lakhs and not more than INR 10 crores, with a minimum lock-in period of 3 years.
Open or close ended fund
Close-ended
Continuing interest of Sponsor / Manager
(a.k.a skin in the game)
Lower of:
2.5 % of corpus
INR 50 lakhs
Investors
Angel investors who meet the specified criteria
SEBI application fee
INR 200,000
Per scheme filing fee
NIL
Table 2: Angel Funds
Taxability of AIFs
Category I and II AIFs:
Category I and II AIFs are granted pass-through status from an income-tax perspective, whereby any income earned by these AIFs (other than profits or gains from business) is not taxed at the AIF level, but directly taxed as income at the hands of the investors as if these investors had directly received this income from the investments.
Unabsorbed losses (other than business losses) of the AIF may be allocated to the investors for them to set off against their respective individual incomes, subject to such investors having held the units in the AIF for at least 12 months.
Further, the distributions from Category I and II AIFs are subject to a withholding tax of 10% in the case of resident investors, and at the rates in force in the case of non-resident investors (after giving due consideration to any benefit available to them under the applicable tax treaty).
Business income of Category I and II AIFs is chargeable to tax at the maximum marginal rate (MMR) i.e. 30% plus applicable surcharge and education cess at the AIF level as per the legal status of the AIF and once this tax is paid, no further tax on the same is payable by the investors.
Category III AIFs
Category III AIFs have not been granted statutory pass-through status. Typically, they are set up as “determinate and irrevocable trusts.” This means the trusts have identifiable beneficiaries, and their respective beneficial interests can be determined at any given time. In such trusts, the trustee can discharge the tax obligation for the income of the trust on behalf of its beneficiaries (i.e., the investors) in a representative capacity. This is similar to the tax liability an investor would face if they had received the income directly. However, there’s an exception: trusts with any business income must pay tax at the MMR. As per income-tax law, tax authorities can recover tax either from the trustee or directly from the beneficiaries. Given this flexibility, a trustee might opt to pay the entire tax amount at the AIF level. Moreover, the law permits the trustee (acting as a representative assesses) to recover from investors any taxes it has paid on their behalf.
We have not covered tax implications for investment managers and sponsor entities above.
Key Documents
Private Placement Memorandum (PPM):
The PPM provides comprehensive details about the AIF. Contents include information about the manager, key investment team, targeted investors, proposed fees and expenses, scheme tenure, redemption conditions or limits, investment strategy, risk factors and management, conflict of interest procedures, disciplinary history, service terms and conditions by the manager, affiliations with intermediaries, winding up procedures, and any other relevant details helping investors make informed decisions about investing in an AIF scheme.
SEBI has introduced mandatory templates for PPMs (for and) which provides for two parts:
Part A – section for minimum disclosures
Part B – supplementary section to allow full flexibility to the AIF in order to provide any additional information, which it may deem fit.
Angel Funds, LVFs and AIFs in which each investor commits to a minimum capital contribution of INR 70 crores are exempted from following the aforementioned template.
Indenture of Trust / Trust Deed:
This document is an agreement between the settlor and the trustee. It involves the settlor transferring an initial settlement (can be nominal) to the trustee to create the fund’s assets. The Indenture details the roles and responsibilities of the trustee.
Investment Management Agreement:
This agreement is entered between the trustee and the investment manager. Here, the trustee designates the investment manager and transfers most of its management powers regarding the fund to them. However, certain powers retained by the trustee are outlined in the Indenture of Trust.
Contribution Agreement:
This agreement is between the contributor (investor), the trustee, and the investment manager. It mentions the terms of an investor’s participation in the fund, covering areas like beneficial interest computation, distribution mechanism, expense list to be borne by the fund, and the investment committee’s powers. SEBI mandates that the Contribution Agreement’s terms should align with the PPM and shouldn’t exceed its provisions.
How to get registered with SEBI?
This is the registration process if the Fund is set up as a Trust.
To register an AIF with SEBI, the fund needs to make an application to SEBI on its online portal.
The trust deed i.e. incorporation document of the fund where it is set up as a trust, needs to be registered with the local authorities. Further, the PAN needs to be obtained before making the application to SEBI.
The application to SEBI has the following key documents to be submitted:
Application form in Form A
Private Placement Memorandum (PPM)
Trust Deed
Declarations and KYC documents of the entities involved i.e. investment manager, sponsor, trustee (if the AIF is structured as a trust), and the AIF itself
Further, before submitting the application to SEBI, the AIF must engage a merchant banker who performs due diligence on the PPM and subsequently provides a certification that needs to be filed with SEBI. However, there’s an exemption for LVFs and Angel Funds for this requirement.
Once the application is submitted, SEBI will evaluate the application. Generally, the entire setup and registration process, including SEBI’s assessment, spans around four to six months. Broadly, the process flow looks as follows:
AIF Process Flow
Final Thoughts
With their ability to diversify investment portfolios and provide potential high returns, AIFs undeniably present an attractive avenue for investment in today’s dynamic market scenario. The regulatory framework, set by SEBI, ensures transparency, credibility, and alignment with global best practices, further instilling confidence among stakeholders.
However, AIFs can be tricky to understand because of the different types, how they are taxed, and the many documents involved. It’s like trying to put together a puzzle with lots of pieces.
For both potential AIF managers and investors, understanding this intricate ecosystem is crucial. It is recommended to talk to experts who know the details. They can guide you through the process, help you understand the rules, and make sure you’re making the best decisions. As the world of AIFs keeps changing, staying informed and getting the right advice will be key to success.
FAQs:
What is an Alternative Investment Fund (AIF)?
Answer: An AIF is a privately pooled investment vehicle that collects funds from investors, either Indian or foreign, to invest as per a defined investment policy, with the aim of benefiting its investors. It offers diversified asset classes and promises potentially high returns, making it an attractive choice for High Net Worth Individuals (HNIs) and other discerning investors.
How are AIFs regulated in India?
Answer: AIFs in India operate under the regulatory framework of the Securities and Exchange Board of India (SEBI). SEBI introduced the SEBI (Alternative Investment Funds) Regulations in 2012 to categorize AIFs as a distinct asset class. All entities desiring to function as an AIF must register with SEBI.
What are the different categories of AIFs?
Answer: SEBI classifies AIFs into three categories:
Category I AIF: Focus on sectors or areas which are socially or economically desirable. Includes Venture Capital Funds, SME funds, and more.
Category II AIF: Funds that do not fall under Category I or III and don’t undertake excessive leverage.
Category III AIF: Funds employing diverse or complex trading strategies, often using leverage. Examples include hedge funds.
How is the taxability of AIFs determined?
Answer:
Category I and II AIFs: Granted pass-through status, meaning income (other than business profits) is taxed directly in the hands of investors.
Category III AIFs: Not granted a statutory pass-through. Typically, tax liability for trusts can be met by the trustee or the beneficiaries directly.
What are Angel Funds and how do they fit into the AIF landscape?
Answer: Angel Funds are a subcategory of Category I AIFs – specifically Venture Capital Funds. They are designed to support the crucial role of angel investors in the startup ecosystem. Angel funds have distinct features like a minimum ticket size of INR 25 lakhs and a minimum fund size of INR 5 crores.
How does one register an AIF with SEBI if set up as Trust?
Answer: To register with SEBI, the fund must make an online application. Prior to this, the trust deed must be registered locally, and a PAN should be obtained. Key documents like the PPM, Trust Deed, and relevant KYC documents must be submitted. The entire setup and registration process usually takes around four to six months.
What is the typical cost for setting up an AIF in India?
Answer: The typical cost for setting up an AIF in India ranges from INR 10 to 15 lakhs. The SEBI registration fees depend on the Category of AIF. However as per SEBI guidelines, the minimum investment in an AIF is Rs. 1 Crore.
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