Enclosed please find a consultation paper released by SEBI on 17th June 2014.
SEBI is seeking public opinion on this consultation paper. The questions are listed below.
I will be happy to consolidate responses received from you in a single document and submit it on everyone’s behalf acknowledging each individual who responds.
You may also send your response directly by e-mail to Mr. Aditya Sarda (firstname.lastname@example.org) or Mr. Ankit Goel (email@example.com).
Look forward to your responses by July 5th 2014.
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Consultation Paper on Crowdfunding in India 20140624
Consolidated List of all Questions (These questions are listed in the order of different sections of the consultation paper. For further information and SEBI’s suggestions please refer to corresponding section of the consultation paper)
8.0 Is Crowdfunding really needed ?
Q1 Given that Crowdfunding is still in nascent stages and most of the jurisdictions around the world have taken a guarded view by allowing it in a restricted manner, do you think India is ready for crowdfunding or is it premature to introduce such risky investment channel ?
9.1.4 The Accredited Investors:
Q2 Are the Accredited Investors mentioned in paragraph 9.1.4 suitable to participate in the risky investments of crowdfunding? Is there a need to expand or reduce the categories of investors or expand or reduce safeguards? Specify along with the rationale.
9.1.5 Investment Limits:
Q3 Are the Investment Limits specified in paragraph 9.1.5 justifiable with respect to the respective investor classes? Are they too high or too low? Specify along with rationale.
Q4 Is the limit of investors upto 200 besides QIBs or employees of the company under a scheme of employees stock option, as specified in Chapter III – The Companies (Prospectus and Allotment of Securities) Rules, 2014, adequate or is there a need to amend such rules to allow upto 1,000 investors, excluding QIBs or employees of the company under a scheme of employees stock option?
9.1.6 Investment Conditions:
Q5 Are the Investment Conditions mentioned in the paragraph 9.1.6 enough to warn and guard investors regarding the risky nature of crowdfunding? Specify changes, if any, along with the rationale.
9.2 Who can raise funds from Crowdfunding Platform and Limitations on capital raised?
Q6 Given that the companies coming for crowdfunding lack any significant track record, are the conditions and requirements mentioned in paragraph 9.2 enough to fend off fraudulent issuers? Specify changes, if any, along with the rationale.
9.3 Disclosure Requirements on Issuer
Q7 Are the disclosure requirements for a company interested in raising funds through crowdfunding platform mentioned in paragraph 9.3.3, enough to enable investors in an informed decision making ? Specify changes, if any, along with the rationale.
Q8 Due to the lack of history and track record, it is important that the issuers provide future projections of their business to facilitate investors in decision making. What should be the criteria to ensure that the projections are realistic and achievable and not misguiding in nature?
Q9 What should be the continuous disclosure requirements for a company once it gets displayed on the platform? How it should be ensured that there is no information asymmetry between various prospective investors?
9.4 Who can set up a Crowdfunding Platform?
Q10 While Class I entities are already under SEBI’s purview and have a successful track record in managing issues and securities, Class II entities have a specialized domain knowledge in the field of start up mentoring and funding. Is a joint venture between the two classes a better idea than to allow them to launch their own crowdfunding platforms separately?
Q11 Any suggestions on some other possible entities which can be included in Class II with a tentative list of qualifying criteria?
Q12 Any suggestions on some other possible entities which can be included in Class III for the purpose of providing platform for FbC? Also specify their tentative qualifying criteria?
9.4.5 Requirements on Crowdfunding Platform:
Q13 Any suggestions on some additional or reduced requirements on Crowdfunding Platforms?
Q14 Are the measures mentioned in paragraph 9.4.6 enough to ensure a seamless operation of the Crowdfunding Platform and avoidance of any conflict of interest? Suggest changes, if any, along with the rationale.
Q15 Any suggestions on the role and responsibility of the screening committee and its composition etc.?
Q16 Given that only Accredited Investors may be allowed to invest through Crowdfunding Platforms, it is important that their due diligence is conducted properly to confirm their eligibility. Are the entities mentioned in paragraph 9.4.4 capable in doing the same? Any suggestions in this regard?
Q17 Making the platform’s revenue directly dependent on the fee from the issuers may lead to a conflict of interest. What could be the possible alternative revenue mechanisms for the platforms which may eliminate or reduce such conflicts?
Q18 Should there be any restriction on the fee charged by a crowdfunding platform to an issuer for getting access to the platform or an accredited investor for registration or should this be left as a commercial decision by the platform based on market forces?
9.5 Equity based Crowdfunding (EbC)
Q19 Any suggestions on the requirements in EbC to make it more transparent and investor friendly?
Q20 Any suggestions on the requirements in DbC to make it more transparent and investor friendly?
Q21 Is there any need to prescribe the limit on the leverage a company can take through DbC?
Q22 Is there a need to change the rules regarding appointment of Trustee and creation of Debenture Redemption Reserve in case of private placement of debt with no intention of listing which seeks to issue debentures through recognized crowdfunding platform?
9.7 Fund based Crowdfunding (FbC)
Q23 Any suggestions on the requirements in FbC to make it more transparent and investor friendly?
9.8 Procedure for offering through a Crowdfunding Platform
Q24 Any suggestion to simplify the procedure as specified in paragraph 9.8 within the existing legal framework?
9.9 Secondary Market
Q25 Any suggestion on additional avenues of exit or liquidity of securities in crowdfunding?
9.10 Protection from Cybercrimes
Q26 What kind of security features and IT Policies should be put in place to make the crowdfunding platform safe and secure from all sorts of cyber crimes?