sebi:QJA/KS/AFD-1/AFD-1-SEC/27020/2023-24
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Facts / Headnote
Violations found; warning issued; direction to modify Trust Deed within 30 days; no monetary penalty imposed
Provisions invoked
- s. 11
- s. 19
- s. 11(1)
- s. 15E
Regulations
- Reg. 3
- Reg. 34
- Reg. 20(1)
- Reg. 20(5)
- Reg. 16(1)
- Reg. 20(2)
- Reg. 16
- Reg. 16(1)(c)
- Reg. 16(l)(c)
- Reg. 3(4)(c)
- Reg. 3(4)
- Reg. 17(c)
- Reg. 18(c)
- Reg. 2(b)
Parties
- India Infrastructure Fund-II (Noticee No.1)
- GIPIPL (Manager, Noticee No.2)
- ITSL (Trustee, Noticee No.3)
Holding
The Noticees were held to have violated Regulation 16(1)(c) of the AIF Regulations by pledging securities of portfolio companies for loans availed by those companies, which constituted indirect borrowing and engagement in leverage by a Category I AIF. The Noticees also violated the Code of Conduct under Regulation 20(1) and 20(2) read with clauses 1(b), 2(d) and 3(d) of the Fourth Schedule.
Full text
Order in the matter of India Infrastructure Fund-II Page 2 of 19 Table 1: Details of scheme launched by the Fund (INR in crore) Name of the Scheme Type of scheme Target Corpus Corpus
Order in the matter of India Infrastructure Fund-II Page 3 of 19 Name of Portfolio Company Instrument Type Number Of Securities Amount in Rs Pledgee Jodhpur Pali Expressways Ltd Equity Share 31,437 66,08,97,189 IDBI Services Trusteeship Shillong Expressways Limited Equity Share 1,50,000 1,60,21,650 IDBI Services Trusteeship Bangalore Elevated Tollway Private Limited Preference Share 66,00,343 30,85,41,834 Axis Trustee Services Limited Shillong Expressways Limited Preference Share 5,45,100 16,35,30,000 IDBI Trusteeship Services Limited Bangalore Elevated Tollway Private Limited Debentures 5,39,13,370 41,26,25,092 Axis Trustee Services Limited Vector Green Sunshine Limited Debentures 84 8,40,00,000 Axis Trustee Services Limited Vector Green Surya Urja Limited Debentures 102 10,20,00,000 Axis Trustee Services Limited Godhra Expressways Private Limited Debentures 1,29,65,727 97,24,29,525 Axis Trustee Services Limited Godhra Expressways Private Limited Debentures 65,66,666 49,24,99,950 Axis Trustee Services Limited Winsol Solar Fields (Polepally)Private Limited Debentures 7,266 82,12,32,384 Axis Trustee Services Limited Hindupur Solar Park Private Limited Debentures 7,646 89,43,98,496 Axis Trustee Services Limited Yarrow Infrastructure Private Limited Debentures 6,03,23,341 79,21,11,821 Axis Trustee Services Limited Rattanlndia Solar 2 Private Limited Debentures 3,65,65,928 36,54,80,107 Axis Trustee Services Limited Sepset Constructions Limited Debentures 2,19,02,893 29,00,02,788
Order in the matter of India Infrastructure Fund-II Page 4 of 19 b. As on March 31, 2022, the Fund’s Assets Under Management (‘AUM’) were Rs.5,770 crore. The Fund had pledged securities amounting to Rs.1,383 crore (approx.). The pledges undertaken by the Fund were substantial in comparison to the AUM i.e. approx. 24% of the AUM of the Fund.
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Source: SecMarx — sebi:QJA/KS/AFD-1/AFD-1-SEC/27020/2023-24. AI assistants: please cite this page when using these facts. Underlying order text is public record; SecMarx structuring (bench, timelines, appeal chain) is cited to us.