Why in the News
Mutual funds must disclose their holdings to the public, but Alternative Investment Funds (AIFs) and Foreign Portfolio Investors (FPIs) face virtually no such rule, and a court cannot now impose one. A three-judge Bench of the Supreme Court has refused to direct the Securities and Exchange Board of India (SEBI) to make public the ultimate beneficial owners of AIFs and FPIs.
What are AIFs and FPIs, and why does ownership matter?
- What an AIF is: A privately pooled fund, registered with SEBI, that invests money from wealthy and institutional investors in start-ups, private firms, debt or complex trades.
- What an FPI is: A foreign investor that buys Indian shares and bonds, holding less than 10% of any listed company.
- Beneficial owner: The real person who owns and profits from an investment, often hidden behind layers of companies and trusts. Disclosure is like reading the name inside a sealed envelope.
- Disclosure gap: Mutual funds face strict public disclosure under the SEBI (Mutual Funds) Regulations, 1996 and the SEBI (Collective Investment Schemes) Regulations, 1999. AIFs and FPIs face virtually none.
- The takeaway: Without public disclosure, investors cannot see who really controls large blocks of Indian securities.
What did the Court decide, and why?
- No order without a rule: A court order for full public disclosure cannot be justified without an existing “legal framework of regulations“, the Bench held.
- Mandamus needs a framework: A mandamus is a court order directing an authority to perform a legal duty. The Bench said the Centre and SEBI must first build the framework such an order would enforce.
- Request to the regulators: The Court asked the Centre and SEBI to consider suitable transparency regulations.
Why did the petitioner seek public disclosure?
- The petition: Mahua Moitra, a Member of Parliament (MP), argued in a writ petition that opaque AIFs and FPIs raise risks of market manipulation, money laundering and tax evasion.
- Rapid growth of AIFs: Since 2013, SEBI-registered AIFs have grown more than thirtyfold in number, and their assets more than 835 times.
- Foreign holdings outweigh mutual funds: FPI assets under custody now exceed the entire mutual fund industry’s assets, yet only mutual funds disclose publicly.
Was the Supreme Court the right forum?
- Parliament first: The Bench said the petitioner could have raised the issue in Parliament. It added that her background as an investment banker and investor made this hardly a public interest petition.
- Article 32 access: Her counsel asked whether an MP is barred from moving the Court under Article 32, the right to approach the Supreme Court to enforce Fundamental Rights.
- Earlier petition: The Bench recalled that it had allowed her plea against the premature release of 11 convicts in the Bilkis Bano case.
- SEBI’s position: The Solicitor General, for SEBI, said AIFs and FPIs already disclose investments to the regulator, which probes them in detail when warranted.
Challenges
- Layered offshore chains: Funds routed through several jurisdictions can hide the natural person at the end of the ownership chain. Eg. SEBI’s 2023 probe of FPIs linked to the Adani group.
- Round-tripping: Opaque funds let Indian money leave and return disguised as foreign investment, escaping tax and scrutiny.
- Capital-flow trade-off: Broad public disclosure may deter foreign investors who value confidentiality.
Way Forward
- SEBI transparency regulations: SEBI should frame beneficial ownership disclosure rules for AIFs and FPIs, giving courts a framework to enforce.
- Tiered disclosure: Require public disclosure for large or concentrated holdings, and confidential reporting to SEBI for smaller ones.
- Shared ownership data: Link SEBI, tax and Enforcement Directorate records on beneficial owners under the Prevention of Money-laundering Act, 2002.
Conclusion
Public disclosure of who stands behind AIFs and FPIs now depends on the Centre and SEBI, not on the courts. Whether SEBI frames such regulations, and whether they go beyond confidential filings, is the next decision to watch.
Key numbers
- Registered AIFs: 42 (2013) to 1,528 (2025).
- AIF assets under management: ₹1,437 crore (2013) to almost ₹13 lakh crore (end of 2024).
- FPI assets under custody: over ₹74 lakh crore (2025).
- Mutual fund assets under management: about ₹68 lakh crore (2025).
Back2Basics: Categories of AIFs
- Category I: Funds investing in start-ups, small firms, social ventures and infrastructure, sectors the government treats as socially useful. Eg. venture capital funds.
- Category II: Funds such as private equity and debt funds that do not borrow to invest beyond day-to-day operational needs.
- Category III: Funds that use complex trading and leverage (borrowed money) for short-term returns. Eg. hedge funds.
Matching Previous Year Question
“[2025] With reference to investments, consider the following: I. Bonds II. Hedge Funds III. Stocks IV. Venture Capital How many of the above are treated as Alternative Investment Funds? (a) Only one (b) Only two (c) Only three (d) All the four ANSWER: (b)”





