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               Securities and Exchange Board of India

areas such as  finance companies, real estate, gold-finance, activities not legally permitted and any other sectors which could be notified by SEBI in consultation with the Government.  Investments by VCFs in associated companies should also not be permitted.  Further, not more than 25% of a fund’s corpus may be invested in a single firm. The investment ceiling has been recommended in order to increase focus on equity or equity-linked instruments of unlisted startup companies.   As the venture capital industry matures, investors in venture capital funds will set their own prudential restrictions.

( C)Changes in buy back requirements for unlisted securities:

A venture capital fund incorporated as a company/ venture capital undertaking should  be allowed to buyback upto 100% of its paid up capital out of  the sale proceeds of investments and  assets and not necessarily  out of its free reserves and share premium account or proceeds of fresh issue. Such purchases will be exempt from the SEBI takeover code.   A venture-financed undertaking will be allowed to make an issue of capital within 6 months of buying back its own shares instead of 24 months as at present. Further, negotiated deals may be permitted in Unlisted securities where one of the parties to the transaction is VCF.

(D)      Relaxation in IPO norms:  

The IPO norms of 3 year track record or the project being funded by the banks or financial institutions should be relaxed to include the companies funded by the registered VCFs also. The issuer company may float IPO without having three years track record if the project cost to the extent of 10% is funded by the registered VCF. Venture capital holding however shall be subject to lock in period of one year. Further, when shares are acquired by VCF in a preferential allotment after listing or as part of firm allotment in an IPO, the same shall be subject to lock in for a period of one year. Those companies which are funded by Venture capitalists and their securities are listed on the stock exchanges outside the country, these companies should be permitted to list their shares on the Indian stock exchanges.

(E)Relaxation in Takeover Code:

The venture capital fund while exercising its call or put option as per the terms of agreement should be exempt from applicability of takeover code and 1969 circular under section 16 of SC(R)A issued by the Government of India.

(F)Issue of Shares with Differential Right with regard to voting and dividend:

Report of K B Chandrasekhar Committee on Venture Capital5

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