On Wednesday, India’s market regulator sought feedback on plans to enhance disclosure requirements for “high-risk” foreign funds in local markets.
Following the regulators’ examination of possible violations by the Adani group of firms, including flagship company Adani Enterprises (ADEL.NS), the action could reveal opaque structures via which some overseas funds engage in Indian listed companies. The Adani Group denies wrongdoing, and investigations have failed.
The Securities and Exchange Board of India (SEBI) stated in a consultation document that high-risk funds must disclose all investors and anyone who may control its operations by June 20.
Funds with over 250 billion Indian rupees ($3 billion) in Indian equities markets and more than 50% of their assets under management invested in a single group of companies are included.
Government, sovereign wealth, pension, and public retail funds are exempt.
“For greater investor protection, and for fostering greater trust and transparency in the Indian securities market ecosystem, there is a felt need for additional disclosures from certain types of foreign portfolio investors,” SEBI stated.
SEBI estimates that 2.6 trillion rupees of foreign funds—6% of the entire foreign investor flow in Indian equities—would need to disclose.
The market regulator is particularly concerned about controlling shareholders of listed businesses using offshore cash to reinvest in their stocks, which violates public float standards.
Listed companies must have 25% public equity.
SEBI stated: “concentrated investments raise the concern and possibility that promoters (founding shareholders) of corporate groups, or other investors acting in concert, could be using the FPI (foreign portfolio investor)route for circumventing regulatory requirements such as that of maintaining Minimum Public Shareholding (MPS).”
SEBI warned that this could increase stock price manipulation.
Hindenburg Research of the U.S. expressed governance issues over Adani group entities in January. It stated that Mauritius-based offshore funds put more than 90% of their assets in Adani group listed companies.
The regulator proposes giving current funds six months to limit exposure to a single group of companies to below 50% to avoid stricter disclosure rules.
Sandeep Parekh, managing partner at FinSec Law Advisors, said the move looks to support transparency but will be difficult to implement.
“The proposed changes would result in disclosure down the rabbit hole to find the final beneficial owner in certain high-risk investor categories, as SEBI has defined,” Parekh added.
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