Sebi tightens participatory notes rules for foreign funds

MUMBAI: Markets regulator Sebi on Tuesday barred foreign portfolio investors (FPIs) from issuing offshore derivative instruments, popularly called P-Notes or participatory notes that have derivatives as the underlying assets. Sebi also barred FPIs from hedging their P-Notes with derivative positions on Indian bourses. The moves would increase the cost of holding these assets, people who practice FPI regulations in India said.

Sebi also asked all FPIs issuing P-Notes to obtain ownership data of all the investors holding such instruments. This move could force some investors who have exposure to the Indian market but prefer to remain anonymous, liquidate their holdings, market players said.

These changes to rules extend the restrictions imposed on regular investments in equities by FPIs to also now include ODI investments by such entities, said Sandeep Parekh, managing partner, Finsec Law Advisors. "In theory, these impose transparency on the nature of human owner, but in practice, we have seen several high-profile investors closing their funds because they were unable to comply with the norms, especially when the pool of offshore investors is large, but the manager makes concentrated bets on just two or three stocks.

"Ideally, Sebi should have retained power of exemption for reasons. With foreign investors selling in large numbers, this also may not be a good time to tighten the screws," Parekh said.

The regulator said that the rules were changed to eliminate arbitrage opportunities that some FPIs enjoyed. Earlier this year, SBI had also said that all FPIs investing in direct equity in India should also maintain a list of ultimate beneficial owners of the funds and assets.

The Sebi circular marks a significant step in curbing regulatory arbitrage and enhancing transparency in the ODI market, said Suresh Swamy, partner, Price Waterhouse & Co.