[Securities
and Exchange Board of India (Infrastructure Investment Trusts) Regulations,
2014][1] [26th September, 2014] In exercise of the powers
conferred by Section 30 read with Section 11 and 12 of the Securities and
Exchange Board of India Act, 1992 (Act 15 of 1992), laying a framework for
Infrastructure Investment Trusts and registration and regulation thereof, the
Securities and Exchange Board of India hereby, makes the following regulations,
namely, CHAPTER I PRELIMINARY (1) These regulations may be
called the Securities and Exchange
Board of India (Infrastructure Investment Trusts) Regulations, 2014. (2) They shall come into force
on the date of their notification in the Official Gazette. (1) In these regulations,
unless the context otherwise requires, the terms defined herein shall bear the
meanings assigned to them below, and their cognate expressions shall be
construed accordingly, (a) “Act” means the Securities
and Exchange Board of India Act, 1992 (Act 15 of 1992); (b) “associate” of any
person [2][“means
“associate company” as defined under the Companies Act, 2013 or under the
applicable accounting standards and shall also include”,] (i) any person controlled,
directly or indirectly, by the said person; (ii) any person who controls,
directly or indirectly, the said person; (iii) where the said person is a
company or a body corporate, any person(s) who is designated as promoter(s) of
the company or body corporate and any other company or body corporate with the
same promoter(s); (iv) where the said person is an
individual, any relative of the individual; (v) [3][***] (vi) [4][***] (vii) [5][***] (viii) [6][***] (c) “Board” means the
Securities and Exchange Board of India established under Section 3 of the Act; (d) “body corporate” shall have
the meaning assigned to it in or under sub-section (11) of Section 2 of the
Companies Act, 2013; (e) “bonus issue” means
additional units allotted to the unit holders, as on the record date fixed for
the said purpose, without any cost to the unit holder; (f) “certificate” means a
certificate of registration granted under these regulations; (g) “change in control”, means, (i) In case of a company or
body corporate, change in control where ‘control’ shall have the meaning as
provided in sub-section (27) of Section 2 of the Companies Act, 2013; (ii) in any other case, change
in the controlling interest. Explanation. For the purpose of
sub-clause (ii), the expression “controlling interest” means an interest,
whether direct or indirect, to the extent of more than fifty percent of voting
rights or interest; (h) “company” means a company
as defined under sub-section (20) of Section 2 of the Companies Act, 2013; (i) “completed and revenue
generating project” means an infrastructure project, which prior to the date of
its acquisition by, or transfer to, the InvIT, satisfies the following
conditions, (i) the infrastructure project
has achieved the commercial operations date as defined under the relevant
project agreement including concession agreement, power purchase agreement or
any other agreement of a similar nature entered into in relation to the
operation of the project or in any agreement entered into with the lenders; (ii) the infrastructure project
has received all the requisite approvals and certifications for commencing
operations; and (iii) the infrastructure project
has been generating revenue from operations for a period of not less than one
year; (j) “concession agreement”
means an agreement entered into by a person with a concessioning authority for
the purpose of implementation of the project as provided in the agreement; (k) “concessioning authority”
means the public sector concessioning authority in PPP projects; (l) “credit rating agency”
means a credit rating agency registered with the Board under the Securities and
Exchange Board of India (Credit Rating Agencies) Regulations, 1999; (m) “custodian” means a person
registered with the Board under the Securities and Exchange Board of India
(Custodian of Securities) Regulations, 1996; [7][“(ma) “debt securities”
shall be defined under Regulation 2(1)(e) of the Securities and Exchange Board
of India (Issue and Listing of Debt Securities) Regulations, 2008;”] (n) “designated stock exchange”
means a recognised stock exchange in which units of an InvIT are listed or
proposed to be listed and which is chosen by the InvIT as a designated stock
exchange for the purpose of a particular issue of the units of the InvIT under
these regulations: Provided that where one or
more of such stock exchanges have nationwide trading terminals, the InvIT shall
choose one of them as the designated stock exchange: Provided further that the
InvIT may choose a different recognised stock exchange as a designated stock
exchange for any subsequent issue of units of the InvIT under these
regulations; (o) “eligible infrastructure
project” means an infrastructure project which, prior to the date of its
acquisition by, or transfer to, the InvIT, satisfies the following conditions, (i) For PPP projects, (ii) the Infrastructure Project
is [8][a]
completed and revenue generating [project][9],
or [10][“(1a) the Infrastructure
Project, which has achieved commercial operations date and does not have the
track record of revenue from operations for a period of not less than one year,
or”] (iii) the Infrastructure Project
is a pre-COD project; (iv) In non-PPP projects, the
infrastructure project has received all the requisite approvals and
certifications for commencing construction of the project; (p) “follow-on offer” means
offer of units of an InvIT to the public for subscription and includes an offer
for sale of InvIT units by an existing unit holder to the public; (q) [11][***] (r) “form” means any of the
forms set out in the Schedule I; [12][(ra) general purposes”
include such identified purposes for which no specific amount is allocated or
any amount so specified towards general purpose or any such purpose by whatever
name called, in the draft offer document filed with the Board: Provided that any issue
related expenses shall not be considered as a part of general purpose merely
because no specific amount has been allocated for such expenses in the draft
offer document filed with the Board;”] (s) “governing board” in case
of an LLP shall mean a group of members assigned by the LLP to act in a manner
similar to the board of directors in case of a company; [13][(sa) “holdco” or “holding
company” means a company or LLP, (i) in which InvIT holds or
proposes to hold controlling interest and not less than fifty one per cent of
the equity share capital or interest and which in turn has made investments in
other SPV(s), which ultimately hold the infrastructure assets; (ii) which is not engaged in any
other activity other than holding of the underlying SPV(s), holding of
infrastructure projects and any other activities pertaining to and incidental
to such holdings;”] [14][(sb) “inducted sponsor” means any company or LLP or body
corporate which has been inducted as a sponsor in accordance with
sub-regulation (7) of Regulation 22;] (t) “infrastructure” includes
all infrastructure sub-sectors as defined vide notification of the Ministry of
Finance dated October 07, 2013 and shall include any amendments or additions
made thereof; (u) “infrastructure project”
means any project in infrastructure sector; [15][(ua) “initial offer” means
the first offer of units of an InvIT including an offer for sale of the InvIT
units by an existing unit holder whether through public issue or private
placement;”] (v) “initial [16][public]offer”
means the first offer of units of an InvIT to the public for subscription and
includes an offer for sale of the InvIT units by an existing unit holder to the
public; (w) [17][***] (x) “infrastructure developer”
in case of PPP projects shall mean the lead member of the concessionaire SPV; (y) “inspecting officer” means
any one or more person appointed by the Board to exercise powers conferred
under Chapter V; [18][(ya) “institutional investor” means. (i) a qualified institutional
buyer; or (ii) family trust or
systematically important NBFCs registered with Reserve Bank of India or
intermediaries registered with the Board, all with net-worth of more than five
hundred crore rupees, as per the last audited financial statements;] (z) “investment management
agreement” means an agreement between the trustee and the investment manager
which lays down the roles and responsibilities of the investment manager
towards the InvIT; (za) “InvIT” or ‘Infrastructure
Investment Trust’ shall mean the trust registered as such under these
regulations; (zb) “InvIT assets” means assets owned
by the InvIT, whether directly or through a [19][holdco
and/or] SPV, and includes all rights, interests and benefits arising from and
incidental to ownership of such assets; (zc) “Lead member” means the lead
member of the Concessionaire SPV for PPP projects as defined in the project
documents; (zd) “listed InvIT” means an InvIT
whose units are listed on a recognized stock exchange; (ze) “LLP” means a limited liability
partnership as defined under the Limited Liability Partnership Act, 2008; (zf) “investment manager” means a
company or LLP or body corporate which manages assets and investments of the
InvIT and undertakes activities of the InvIT as specified under Regulation 10; (zg) “NAV” or “net asset value” means
the value of the lnvlT [20][“assets
reduced by the external debt”] divided by the number of outstanding units as on
a particular date; (zh) “net worth” in relation to a
company or a body corporate shall have the meaning assigned to it under
sub-section (57) of Section 2 of the Companies Act, 2013;. (zi) “non-PPP project” means an
infrastructure project that is not a PPP project; (zj) “offer document” means any
document described or issued as an offer document including any notice,
circular, advertisement or other document inviting offers [21][through
a public issue] for the subscription or purchase of units of the [22][***]lnvlT
and includes initial [23][public]offer
document, follow-on offer document [24][“,
letter of offer in case of rights issue] and any other offer document as may be
specified by the Board; (zk) “parties to the InvIT” shall
include the sponsor(s), investment manager, project manager [25][(s)]
and the trustee; (zl) “placement memorandum” means any
document through which private placement of units of the InvIT is made; (zm) “PPP project” means an
infrastructure project undertaken on a Public-Private Partnership basis between
a public concessioning authority and a private SPV concessionaire selected on
the basis of open competitive bidding or on the basis of an MoU with the
relevant authorities; (zn) “pre-COD project” means an
infrastructure project which, (i) has not achieved commercial
operation date as defined under the relevant project agreements including the
concession agreement, power purchase agreement or any other agreement of a
similar nature entered into in relation to the operation of a project or any
agreement entered into with the lenders; and (ii) has, (1) achieved completion of at
least fifty per cent, of the construction of the infrastructure project as
certified by an independent engineer of such project; or (2) expended not less than
fifty per cent, of the total capital cost set forth in the financial package of
the relevant project agreement; (zo) “preferential issue” means an
issue of units by a listed InvIT to any select person or group of persons on a
private placement basis and does not include an offer of units made through a
public issue, rights issue, bonus issue, qualified institutions placement or
any other issue as may be specified by the Board; [26][(zoa) “private placement”
means an issue of units by an InvIT to any select person or group of persons
and does not include an offer of units made through a public issue; (zob) “project implementation
agreement” or “project management agreement” means an agreement between the
project manager, the concessionaire SPV and the trustee which sets out
obligations of the project manager with respect to execution [27][and/or
management] of the project: Provided that in case of
PPP projects, such obligations shall be in addition to the responsibilities as
under the concession agreement or any such agreement entered into with the
concessioning authority;”] (zp) “project manager” means [28][a
company or LLP or a body corporate] designated as the project manager by the
InvIT, responsible for achieving execution [29][/management]
of the project as specified under Regulation 11 and in case of PPP projects,
shall mean the entity responsible for such execution and achievement of project
milestones in accordance with the concession agreement or any other relevant
project document; (zq) “public” for the purposes of
offer and listing of units means any person other than related party of the
InvIT or any other person as may be specified by the Board: Provided that in case any
related party to the InvIT is a qualified institutional buyer, such person
shall be included under the term ‘public’; (zr) “public issue” means issue of
units by a [30][***]
InvIT to the public and includes initial [31][public]
offer and follow-on offer or any other issue made to the public as may be
specified by the Board; (zs) “qualified Institutional buyer”
shall have the meaning assigned to it under clause (zd) of sub-regulation (1)
of Regulation 2 of the Securities and Exchange Board of India (Issue Of Capital
And Disclosure Requirements) Regulations, 2009; (zt) “qualified Institutions
placement” means allotment of units by a listed InvIT to qualified institutional
buyers on private placement basis in terms of these regulations; (zu)
“recognised stock exchange” means any stock exchange which is recognised under
Section 4 of the Securities Contracts (Regulation) Act, 1956 (Act 42 of 1956); (zv) [32][“related
parties”] shall [33][be
defined under the Companies Act, 2013 or under the applicable accounting standards
and shall also] include, (i) parties to the InvIT; (ii) [34][***] (iii) [35][***]promoters, directors
and partners of the persons mentioned in clause (i) [36][***]; (zw) “rights issue” means an offer of
units by a listed InvIT to the unit holders of the InvIT as on the record date
fixed for the said purpose; (zx) “right-of-first-refusal” or
“ROFR” means the right given to the InvIT by a person to enter into a transaction
with it before the person is entitled to enter that transaction with any other
party; (zy)
“SPV” or “special purpose vehicle” means any company or LLP, (i) in which [37][either]
the lnvlT [38][or
the holdco] holds or proposes to hold controlling interest and not less than
fifty [39][one]
per cent, of the equity share capital or interest: Provided that in case of
PPP projects where such acquiring or holding is disallowed by government or
regulatory provisions under the concession agreement or such other agreement,
this clause shall not apply and shall be subject to provisions under proviso to
sub-regulation (3) of Regulation 12; (ii) which holds not less than
ninety per cent, of its assets directly in infrastructure projects and does not
invest in other SPVs; and (iii) which is not [40][***]
engaged in any other activity other than activities pertaining to and
incidental to the underlying infrastructure projects; (zz)
“sponsor” means any company or LLP or body corporate which sets up the InvIT
and is designated as such at the time of application made to the Board [41][and
shall include an inducted sponsor]; (zza)
‘strategic investor’ means, (a) an infrastructure finance
company registered with Reserve Bank of India as a Non Banking Financial
Company; (b) a Scheduled Commercial
Bank; (c) [42][a multilateral and/or
bilateral development financial institution]; (d) a systemically important
Non Banking Financial Companies registered with Reserve Bank of India; (e) a foreign portfolio
investors, [43][who
invest, either jointly or severally,] not less than five per cent, of the total
offer size of the InvIT or such amount as may be specified by the Board from
time to time [44][,
subject to the compliance with the applicable provisions, if any, of the
Foreign Exchange Management Act, 1999 and the rules or regulations or
guidelines made thereunder]; (f) [45][an insurance company
registered with the Insurance Regulatory and Development Authority of India; (g) a mutual fund.] (zzb)
“trustee” means a person who holds the InvIT assets in trust for the benefit of
the unit holders, in accordance with these regulations; (zzc)
“under-construction project” means an infrastructure project whether PPP or
non-PPP, which has [46][either]
not achieved commercial operation date as defined under the relevant project
agreements including the concession agreement, power purchase agreement or any
other agreement of a similar nature entered into in relation to the operation
of a project or in any agreement entered into with the lenders [47][or
has achieved commercial operation date and does not have the track record of
revenue from operations for a period of not less than one year]; (zzd)
“unit” means beneficial interest of the InvIT; (zze)
“unit holder” means any person who owns units of the InvIT; [48][(zzf) “valuer” means any
person who is a “registered valuer” under Section 247 of the Companies Act,
2013 or as specified by the Board from time to time.] Provided that: (a) [49][a valuer in respect of
financial valuation means, (i) a chartered accountant,
company secretary or cost accountant who is in whole-time practice, or retired
member of Indian Corporate Law Service or any person holding equivalent Indian
or foreign qualification as the Ministry of Corporate Affairs may recognize by
an order: Provided that such foreign
qualification is acquired by Indian citizen. (ii) a Merchant Banker
registered with the Securities and Exchange Board of India, and who has in his
employment person(s) having qualifications prescribed under sub-sub-clause (i)
above to carry out valuation by such qualified persons, (b) avaluer in respect of
technical asset valuation, means members of the following institutions for
specific asset categories, (i) Institution of Valuers; (ii) Institution of Surveyors
(Valuation Branch); (iii) Institution of Government
Approved Valuers; (iv) Practicing Valuers
Association of India; (v) Centre for Valuation
Studies, Research and Training; (vi) Royal Institution of
Chartered Surveyors, UK; (vii) American Society of
Appraisers, United States; (viii) Appraisal Institute, United
States; (ix) Institute of Engineers; (x) Council of Architecture or
the Indian Institute of Architects: Provided that, the persons
referred to in sub-sub-clause (i) and qualified person referred to in
sub-sub-clause (ii) of sub-clause (a) above, shall have not less than five
years continuous experience after acquiring membership of respective
institutions: Provided further that,
persons referred to in sub-sub-clauses (i) to (x) of sub-clause (b) above,
shall have a minimum working experience of five years in relevant areas of
valuation practice and in relation to relevant asset value and categories; and
be citizens of India.” (zzg) [50][“value
of [51][the]
InvIT assets”] means [52][value
of the assets of the InvIT] as assessed by the valuer based on value of the
infrastructure and other assets owned by the InvIT, whether directly or
through [53][holdco
and/or] SPV [54][***] (2) The words and expressions
used and not defined in these regulations, but defined in the Act, the
Securities Contracts (Regulation) Act, 1956, (Act 42 of 1956), the Companies
Act, 2013 (Act 18 of 2013), or anay rules or regulations made thereunder, shall
have the same meanings respectively assigned to them in those Acts, rules or
regulations or any statutory modification or re-enactment thereto, as the case
may be. CHAPTER II REGISTRATION
OF INVITS (1) No person shall act as an
InvIT unless it has obtained a certificate of registration from the Board under
these regulations. (2) An application for grant of
certificate of registration as InvIT shall be made by the sponsor [55][on
behalf of the trust] in Form A as specified in the Schedule I and shall be
accompanied by a non-refundable application fee as specified in Schedule II. (3) The Board may, in order to
protect the interests of investors, appoint any person to take charge of
records, documents of the [56][trust]
and for this purpose, also determine the terms and conditions of such an
appointment. (4) The Board shall take into
account requirements as specified in these regulations for the purpose of
considering grant of registration. (1) For the purpose of the grant
of certificate to [57][a
trust], the Board shall consider all matters relevant to the activities as an
InvIT. (2) Without prejudice to the
generality of the foregoing provisions, the Board shall consider the following,
mandatory requirements namely, (a) the applicant is [58][the
sponsor on behalf of the] trust and the instrument of trust is in the form of a
deed duly registered in India under the provisions of the Registration Act,
1908; (b) the trust deed has its main
objective as undertaking activity of InvIT in accordance with these regulations
and includes responsibilities of the trustee in accordance with Regulation 9; (c) persons have been
designated as sponsor(s), investment manager and trustee under these
regulations and all such persons are separate entities; (d) with regard to sponsor(s), (i) [59][each sponsor shall be
clearly identified in the application of registration to the Board and in the
offer document/placement memorandum, as applicable]; (ii) each sponsor has, (1) a net worth of not less
than Rs. 100 crore if it is a body corporate or a company; or (2) net tangible assets of
value not less than Rs 100 crore in case it is a limited liability partnership
: [60][***] (iii) Whether the sponsor or its
associate has a sound track record in development of infrastructure or fund management
in the infrastructure sector. Explanation. For the purpose of this
clause, ‘sound track record’ means experience of at least 5 years and where the
sponsor is a developer, at least two projects of the sponsor have been
completed; (e) with regard to the
investment manager, (i) the investment manager has
a net worth of not less than rupees ten crore if the investment manager is a
body corporate or a company or net tangible assets of value not less than ten
crore rupees in case the investment manager is a limited liability partnership; (ii) [61][the investment manager has
not less than five years of experience in fund management or advisory services
or development in the infrastructure sector or the combined experience of the
directors/partners/employees of the investment manager in fund management or
advisory services or development in the infrastructure sector is not less than
30 years: Provided that for computing
the combined experience, only the experience of the
directors/partners/employees with more than 5 years of experience in fund
management or advisory services or development in the infrastructure sector
shall be considered.] (iii) the investment manager has
not less than two employees who have at least five years experience each, in
fund management or advisory services or development in the infrastructure
sector; (iv) the investment manager has
not less than one employee who has at least five years experience in the
relevant sub-sector(s) in which the InvIT has invested or proposes to invest; (v) the investment manager has
not less than half of its directors in case of a company or members of the
governing board in case of an LLP as independent and not directors or members
of the governing board [62][of
an Investment Manager] of another InvIT; (vi) the investment manager has
an office in India from where the operations pertaining to the InvIT is
proposed to be conducted; (vii) the investment manager has
entered into an investment management agreement with the trustee which provides
for the responsibilities of the investment manager in accordance with
Regulation 10; (f) [63][the project manager has
been identified and shall be appointed in terms of the project
implementation/management agreement: Provided that the project
implementation agreement/management agreement shall be submitted along with the
draft offer document/or the placement memorandum; (g) with regard to the trustee, (i) the trustee is registered
with the Board under Securities and Exchange Board of India (Debenture
Trustees) Regulations, 1993 and is not an associate of the sponsor(s) or [64][investment]
manager; and (ii) the trustee has such
wherewithal with respect to infrastructure, personnel, etc. to the satisfaction
of the Board and in accordance with circulars or guidelines as may be specified
by the Board; (h) no unit holder of the InvIT
enjoys [65][superior]
voting or any other rights over another unit holder [66][and
there shall not be multiple classes of units of InvITs: Notwithstanding the above,
subordinate units may be issued only to the sponsors and its associates, where
such subordinate units shall carry only inferior voting or any other rights
compared to other units;] (i) [67][***] (j) the applicant has clearly
described at the time of registration, details pertaining to proposed
activities of the InvIT; (k) the [68][InvIT
and parties to the InvIT] are fit and proper persons based on the criteria as
specified in Schedule II of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008; (l) whether any previous
application for grant of certificate made by the [69][InvIT
or the parties to the InvIT or their directors/members of governing board] has
been rejected by the Board; (m) whether any disciplinary
action has been taken by the Board or any other regulatory authority against
the [70][InvIT
or the parties to the InvIT or their directors/members of governing board]
under any Act or the regulations or circulars or guidelines made thereunder. (1) The Board may require the
applicant to furnish any such information or clarification as may be required
by it for the purpose of processing of the application. (2) The Board, if it so
desires, may require the applicant or its authorized representative(s) to
appear before the Board for personal representation in connection with the grant
of certificate. (1) The Board on being
satisfied that the [71][trust]
fulfils, the requirements specified in Regulation 4 shall send intimation to
the [72][trust]
and on receipt of the payment of registration fees as specified in Schedule II,
grant certificate of registration in Form B under Schedule I: Provided that the Board may
grant in-principle approval to the [73][trust],
where it deems fit and on satisfaction of all requirements as specified in
Regulation 4, grant final registration to the [74][trust]. (2) The registration may be
granted with such conditions as may be deemed appropriate by the Board. The certificate granted
under Regulation 6 shall, inter-alia, be subject to the following conditions, (a) thelnvIT shall abide by the
provisions of the Act and these regulations; (b) the InvIT shall forthwith
inform the Board in writing, if any information or particulars previously
submitted to the Board are found to be false or misleading in any material
particular or if there is any material change in the information already
submitted; (c) The InvIT and parties to
the InvIT shall satisfy with the conditions specified in Regulation 4 at all
times; (d) The InvIT and parties to
the InvIT shall comply, at all times, with the Code of conduct as specified in
the Schedule VI, wherever applicable. (1) De-classification of the
status of a sponsor(s) of an InvIT whose units have been listed on the stock
exchanges for a period of three years shall be permitted upon receipt of an
application from the InvIT and subject to compliance with the following
conditions: (a) The unit holding of such
sponsor and its associates taken together does not exceed 10% of the
outstanding units of the InvIT; (b) The investment manager of
the InvIT is not an entity controlled by such sponsor or its associates; (c) Approval of unit holders
has been obtained in accordance with sub-regulation (4) of Regulation 22.][75] (1) After considering an
application made under Regulation 3, if the Board is of the opinion that a
certificate should not be granted to the [76][trust],
it may reject the application after giving the applicant a reasonable
opportunity of being heard. (2) The decision of the Board
to reject the application shall be communicated to the applicant within thirty
days of such decision. CHAPTER III RIGHTS
AND RESPONSIBILITIES OF PARTIES TO THE INVIT, VALUER AND AUDITOR (1) The trustee shall hold the
InvIT assets in the name of the InvIT for the benefit of the unit holders in
accordance with the trust deed and these regulations. (2) The trustee shall enter
into an investment management agreement with the investment manager on behalf
of the InvIT. (3) The trustee shall oversee
activities of the investment manager in the interest of the unit holders,
ensure that the investment manager complies with Regulation 10 and shall obtain
compliance certificate from the investment manager, in the form as may be
specified, on a quarterly basis. (4) The trustee shall oversee
activities of the project manager [77][***]
with respect to compliance with these regulations and the [78][project
implementation agreement/] project management agreement and shall obtain
compliance certificate from the Project manager, in the form as may be
specified, on a quarterly basis. (5) The trustee shall ensure
that the investment manager complies with reporting and disclosures
requirements in accordance with these regulations and in case of any delay or
discrepancy, require the investment manager to rectify the same on an urgent
basis. (6) The trustee shall review
the transactions carried out between the investment manager and its associates
and where the investment manager has advised that there may be a conflict of
interest, shall obtain confirmation from a practising chartered
accountant [79][or
valuer, as applicable,] that such transaction is on arm's length basis. (7) The trustee shall
periodically review the status of unit holders' complaints and their redressal
undertaken by the investment manager. (8) The trustee shall make
distributions and ensure that investment manager makes timely declaration of
distributions to the unit holders in accordance with sub-regulations (6),(7)
and (8) of Regulation 18. (9) The trustee may require the
investment manager to set up such systems and procedures and submit such
reports to the trustees, as may be necessary for effective monitoring of the
functioning of the InvIT. (10) The trustee shall ensure
that subscription amount is kept in a separate bank account in name of the
InvIT and is only utilized for adjustment against allotment of units or refund
of money to the applicants till the time such units are listed. (11) The trustee shall ensure
that the remuneration of the valuer is not be linked to or based on the value
of the assets being valued. (12) The trustee shall ensure
that the investment manager convenes meetings of the unit holders in accordance
with these regulations and oversee the voting by unit holders. (13) The trustee shall ensure
that the investment manager convenes meetings of unit holders not less than
once every year and the period between such meetings shall not exceed fifteen
months. (14) The trustee may take up
with the Board or with the designated stock exchange, as may be applicable, any
matter which has been approved in any meeting of unit holders, if the matter
requires such action. (15) In case of any change in
investment manager due to removal or otherwise, (a) prior to such change, the
trustee shall obtain approval from unit holders in accordance with Regulation
22 and from the Board; (b) the trustee shall appoint
the new investment manager within three months from the date of termination of
the earlier investment management agreement; (c) the previous investment
manager shall continue to act as such at the discretion of trustee till such
time as new investment manager is appointed; (d) the trustee shall ensure
that the new investment manager shall stand substituted as a party in all the
documents to which the earlier investment manager was a party; (e) the trustee shall ensure
that the earlier investment manager continues to be liable for all its acts of
omissions and commissions notwithstanding such termination. (16) In case of any change in
the project manager due to removal or otherwise, (a) the trustee shall appoint
the new project manager within three months from the date of termination of the
earlier [80][project
implementation agreement/] project management agreement; (b) the trustee may,
either suomotu or
based on the advice of the concessioning authority appoint an administrator in
connection with a infrastructure project(s) for such term and on such
conditions as it deems fit; (c) the previous project
manager shall continue to act as such at the discretion of trustee till such
time as new project manager is appointed; (d) all costs and expenses in
this regard will be borne by the new project manager; (e) the trustee shall ensure
that the new project manager shall stand substituted as a party in all the
documents to which the earlier project manager was a party; (f) the trustee shall ensure
that the earlier project manager continues to be liable for all its acts of
omissions and commissions for the period during which it served as the project
manager, notwithstanding such termination. (17) The trustee shall obtain
prior approval from the unit holders in accordance with Regulation 22 and from
the Board in case of change in control of the investment manager. (18) In case of change in
control of the project manager in a PPP project, the trustee shall ensure that
written consent of the concessioning authority is obtained in terms of the
concession agreement prior to such change, where applicable. (19) The trustee [81][of
the InvIT] shall not invest in units of the InvIT in which it is designated as
the trustee. (20) The trustee shall ensure
that the activity of the InvIT is being operated in accordance with the
provisions of the trust deed, these regulations and the offer document or
placement memorandum and if any discrepancy is noticed, shall inform the same
to the Board immediately in writing. (21) The trustee shall provide
to the Board and to the designated stock exchanges, where applicable, such
information as may be sought by the Board or by the designated stock exchanges
pertaining to the activity of the InvIT. (22) The trustee shall
immediately inform the Board in case any act which is detrimental to the
interest of the unit holders is noted. (1) The investment manager
shall make the investment decisions with respect to the underlying assets or
projects of the InvIT including any further investment or divestment of the
assets. (2) The investment manager
shall oversee activities of the project manager with respect to [82][compliance
with these regulations] and the [83][project
implementation agreement/] project management agreement and shall obtain
compliance certificate from the project manager, in the form as may be
specified, on a quarterly basis. (3) The investment manager
shall ensure that the infrastructure assets of the InvIT or [84][holdco
or] SPV have proper legal titles, if applicable, and that all the material
contracts entered into on behalf of InvIT or SPV are legal, valid, binding and
enforceable by and on behalf of the InvIT or SPV. (4) The investment manager
shall ensure that the investments made by the InvIT are in accordance with the
investment conditions specified in Regulation 18 and in accordance with the
investment strategy of the InvIT. (5) The investment manager, in
consultation with trustee, shall appoint the valuer(s), auditor, registrar and
transfer agent, merchant banker, custodian and any other intermediary or
service provider or agent as may be applicable with respect to activities
pertaining to the InvIT in a timely manner and in accordance with these
regulations. (6) The investment manager
shall appoint an auditor for a period of not more than five consecutive years: Provided that the auditor,
not being an individual, may be reappointed for a period of another five
consecutive years, subject to approval of unit-holders in the annual meeting in
accordance with Regulation 22. (7) The investment manager
shall arrange for adequate insurance coverage for the [85][InvIT
assets]: Provided that this shall
not apply in case the [86][InvIT]
assets are required to be insured by any other person under any agreement
including a concession agreement or under any Act or regulations or circulars
or guidelines of any concessioning authority or government or local body: Provided further that
in [87][case
any of the InvIT assets are held] by [88][holdco
or]SPV, the investment manager shall ensure that assets held by the [89][holdco
or] SPV are adequately insured. (8) The investment manager
shall ensure that it has adequate infrastructure and sufficient key personnel
with adequate experience and qualification to undertake management of the InvIT
at all times. (9) The investment
manager [90][and
the merchant banker(s)] shall be responsible for all activities pertaining to
issue of units and listing of units of the InvIT including, (a) filing of placement
memorandum with the Board; (b) filing the [91][of
the] offer document with the Board and the exchanges within the prescribed time
period; (c) dealing with all matters up
to allotment of units to the unit holders; (d) obtaining in-principle
approval [92][and
final listing and trading approvals] from the designated stock exchanges; (e) dealing with all matters
relating to issue and listing of the units of the InvIT as specified under
Chapter IV and any guidelines as may be issued by the Board in this regard. (10) The investment
manager [93][and
the merchant bankers(s)], shall ensure that disclosures made in the offer
document or placement memorandum contains material, true, correct and adequate
disclosures and are in accordance with these regulations and guidelines or
circulars issued hereunder. (11) The investment manager
shall declare distributions to the unit holders in accordance with
sub-regulation (6) and (7) of Regulation 18. (12) The investment manager
shall review the transactions carried out between the project manager and its
associates and where the project manager has advised that there may be a
conflict of interest, shall obtain confirmation from the [94][practicing
chartered accountant or the valuer, as applicable,] that such transaction is on
arm's length basis. (13) The investment manager
shall ensure adequate and timely redressal of all unit holders' grievances
pertaining to activities of the InvIT. (14) The investment manager
shall ensure that the disclosures or reporting to the unit holders, Board,
trustees and designated stock exchanges, are in accordance with these
regulations and guidelines or circulars issued hereunder. (15) The investment manager
shall provide to the Board and to the designated stock exchanges, where
applicable, any such information as may be sought by the Board or the
designated stock exchanges pertaining to the activities of the InvIT. (16) The investment manager or
its associates shall not obtain any commission or rebate or any other remuneration,
by whatever name called, arising out of transactions pertaining to the InvIT
other than as specified in the offer document or placement memorandum or any
other document as may be specified by the Board for the purpose of issue of
units. (17) The investment manager
shall ensure that the valuation of the InvIT assets is done by the valuer(s) in
accordance with Regulation 21. (18) The investment manager
shall submit to the trustee, (a) quarterly reports on the
activities of the InvIT including receipts for all funds received by it and for
all payments made, position on compliance with these regulations, specifically
compliance with Regulations 18, 19 and 20, performance report, status of
development of under-construction projects, within thirty days of end of such
quarter; (b) valuation reports as
required under these regulations within fifteen days of the receipt of the
valuation report from the valuer; (c) decision to acquire or sell
or develop or bid for any asset or project or expand existing completed assets or
projects along with rationale for the same; (d) details of any action which
requires approval from the unit holders as maybe required under the
regulations; (e) details of any other
material fact including change in its directors, change in its shareholding, any
legal proceedings that may have a significant bearing on the activity of the
InvIT, within seven working days of such action. (19) In case the investment
manager fails to timely submit to the trustee information or reports as
specified under sub-regulation (18) above or sub-regulation (9) of Regulation
9, the trustee shall intimate the same to the Board and the Board may take
action, as it deems fit. (20) The investment manager
shall coordinate with trustee, as may be necessary, with respect to operations
of the InvIT. (21) The investment manager
shall ensure that computation and declaration of NAV of the InvIT based on the
valuation done by the valuer [95][,
shall be disclosed to the stock exchange(s),] not later than fifteen days from
the date of valuation. (22) The investment manager
shall ensure that the audit of accounts of the InvIT by the auditor is done not
less [96][once
in a year] and such report is submitted to the [97][***]
stock exchange [98][s]
within [99][sixty]
days of end of financial year ending March 31st [100][***]. (23) The investment manager may
appoint a custodian in order to provide such custodial services as may be
authorised by the trustees. (24) The investment manager
shall place before its board of directors in case of company or the governing
board in case of an LLP a report on activity and performance of the InvIT at
least once every quarter within thirty days of end of every quarter. (25) The investment manager
shall designate an employee or director as the compliance officer for
monitoring of compliance with these regulations and guidelines or circulars
issued hereunder and intimating the Board in case of any non-compliance. (26) The investment manager
shall convene meetings of the unit holders in accordance with Regulation 22 and
maintain records pertaining to the meetings in accordance with Regulation 26. (27) The investment manager
shall ensure that all activities of the intermediaries or agents or service
providers appointed by the investment manager are in accordance with these
regulations and guidelines or circulars issued hereunder. (1) The project manager shall
undertake operations and management of the InvIT assets including making
arrangements for the appropriate maintenance, as may be applicable, either
directly or through the appointment and supervision of appropriate agents and
as required under any project agreement including a concession agreement in the
case of a PPP project. (2) If the InvIT invests in
under construction projects, the project manager shall (a) undertake the operations
and management of the projects, either directly or through appropriate agents; (b) oversee the progress of
development, approval status and other aspects of the project upto its
completion, in case of appointment of agents for the purpose of execution. (3) The project manager shall
discharge all obligations in respect of achieving timely completion of
the [101][project
implementation agreement/] infrastructure project, wherever applicable,
implementation, operation, maintenance and management of such infrastructure
project in terms of the project management agreement. (1) The sponsor(s) shall set up
the InvIT and appoint the trustees of the InvIT. (2) The sponsor(s) shall
transfer or undertake to transfer to the InvIT, its entire shareholding or
interest [102][and
rights] in the [103][holdco
and/or] SPV or ownership of the infrastructure projects, subject to a binding
agreement and adequate disclosures in the offer document or placement
memorandum, prior to allotment of units of the InvIT: Provided that this shall
not apply to the extent of any mandatory holding of shares or interest [104][and
rights] in the [105][holdco
and/or] SPV by the sponsor(s) as per any Act or regulations or circulars or
guidelines of government or any regulatory authority or concession agreement. (3) With respect to holding of
units in the InvIT, the sponsor(s) together shall hold not less than [106][fifteen]
per cent, of the total units of the InvIT after initial offer of units, on a
post-issue basis for a period of not less than 3 years from the date of the
listing of such units [107][,
subject to the following]: [108][“(i) sponsor(s) would be
responsible for all acts, omissions and representations/covenants of the InvIT
related to formation of InvIT, sale/transfer of assets/holdco/SPV to the InvIT. (ii) the InvIT/the trustee of the InvIT
shall also have
recourse against the Sponsor for any breach in this regard. (iii) project Manager of the InvIT shall be the
sponsor or an associate of the sponsor and shall continue to act in such
capacity for a period of minimum three years from the date of listing of InvIT
units unless suitable replacement is appointed by the unitholders through the
Trustee: Provided that the condition
as specified at sub clause (iii) above shall not be applicable where the
sponsor(s) together hold not less than twenty five per cent, of the total units
of the InvIT after initial offer of units, on a post-issue basis for a period
of not less than 3 years from the date of the listing of such units.] Provided [109][further]
that in case of PPP projects [110][where
the InvIT is investing in infrastructure assets through SPV(s)], in case such
acquiring or holding is disallowed by government or under any provisions of the
concession agreement or any other such agreement, (i) the sponsor may continue to
maintain such holding at the SPV level; (ii) the consolidated value of
all such holdings at the SPV level and the value of the units of InvIT held by
the sponsor shall not be less than the value of [111][fifteen]
per cent, of the total units of the InvIT after initial issue of units on a
post-issue basis; (iii) such units of the InvIT and
shares or interest in the SPV shall be held for a period of not less than three
years from the date of the listing of units of the InvIT; (iv) in case such holding of
sponsor in the SPV results in the InvIT not having controlling interest and not
having more than fifty [112][one]
per cent, shareholding or interest in the SPV, the sponsor shall enter into a
binding agreement with the InvIT to ensure that decisions taken by the sponsor
including voting with respect to the SPV are in compliance with these
regulations and not against the interest of the InvITs or the unit holders and
shall be subject to further guidelines as may be specified by the Board. (4) Any holding by sponsor in
InvIT, exceeding [113][fifteen]
per cent, on a post issue basis, shall be held for a period of not less than
one year from the date of listing of such units. (1) The valuers shall comply
with the following conditions at all times, (a) thevaluer shall ensure that
the valuation of the InvIT assets is impartial, true and fair and is in
accordance with Regulation 21; (b) thevaluer shall ensure
adequate and robust internal controls to ensure the integrity of its valuation
reports; (c) thevaluer shall ensure that
it has sufficient key personnel with adequate experience and qualification to
perform valuations; (d) thevaluer shall ensure that
it has sufficient financial resources to enable it to conduct its business
effectively and meet its liabilities; (e) thevaluer and any of its
employees involved in valuing of the assets of the InvIT, shall not, (i) invest in units of the
InvIT or in the assets being valued; and (ii) sell the assets or units of
InvITs held prior to being appointed as the valuer, till the time such person
is designated as valuer of such InvIT and not less than six months after
ceasing to be valuer of the InvIT; (f) thevaluer shall conduct
valuation of the InvIT assets with transparency and fairness and shall render,
at all times, high standards of service, exercise due diligence, ensure proper
care and exercise independent professional judgment; (g) thevaluer shall act with
independence, objectivity and impartiality in performing the valuation; (h) thevaluer shall discharge
its duties towards the InvIT in an efficient and competent manner, utilizing
its knowledge, skills and experience in best possible way to complete given
assignment; (i) thevaluer shall not accept remuneration,
in any form, for performing a valuation of the InvIT assets from any person
other than the InvIT or its authorized representative; (j) thevaluer shall before
accepting any assignment, [114][from
any related party of the InvIT,] disclose to the InvIT any direct or indirect
consideration which the valuer may have in respect of such assignment; (k) the valuer shall disclose
to the InvIT any pending business transactions, contracts under negotiation and
other arrangements with the investment manager or any other party whom the
InvIT is contracting with and any other factors that may interfere with the
valuer's ability to give an independent and professional valuation of the
assets; (l) thevaluer shall not make
false, misleading or exaggerated claims in order to secure assignments; (m) thevaluer shall not provide
misleading valuation, either by providing incorrect information or by
withholding relevant information; (n) thevaluer shall not accept
an assignment which interferes with its ability to do fair valuation; (o) thevaluer shall, prior to
performing a valuation, acquaint itself with all laws or regulations relevant
to such valuation. (2) The auditor shall comply
with the following conditions at all times, (a) the auditor shall conduct
audit of the accounts of the InvIT and draft the audit report based on the
accounts examined by him and after taking into account the relevant accounting
and auditing standards, as may be specified by the Board; (b) the auditor shall, to the
best of his information and knowledge, ensure that the accounts and financial
statements give a true and fair view of the state of the affairs of the InvIT,
including profit or loss and cash flow for the period and such other matters as
may be specified; (c) the auditor shall have a
right of access at all times to the books of accounts and vouchers pertaining
to activities of the InvIT; (d) the auditor shall have a
right to require such information and explanation pertaining to activities of
the InvIT as he may consider necessary for the performance of his duties as auditor
from the employees of InvIT or [115][holdco
or] parties to the InvIT or [116][holdco
or] SPV or any other person in possession of such information. CHAPTER IV OFFER
OF UNITS OF INVIT AND LISTING OF UNITS (1) No initial offer of units
by an InvIT shall be made unless, (a) The InvIT is registered
with the Board under these regulations; (b) the value of [117][InvIT
assets] is not less than [118][rupees]
five hundred crore. Explanation. Such value shall mean the
value of the specific portion of the holding of InvIT in the underlying assets
or [119][holdco
or] SPVs; (c) the offer size is not less
than rupees two hundred fifty crore: Provided that the
requirement of ownership of assets under clause (b) and offer size under clause
(c) may be complied [120][at
any point of time before allotment of units in accordance with offer
document/placement memorandum] subject, to a binding agreement with the
relevant party(ies) that [121][such]
the requirements shall be fulfilled prior to [122][such]
allotment [123][and]
a declaration to the Board and Inserted by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [to] the designated stock exchanges to that effect, where
applicable and adequate disclosures in this regard in the [124][***]
offer document or placement memorandum. [125][(1-A) The minimum offer
and allotment to public through an offer document/placement memorandum shall
be, (a) atleast twenty five per
cent, of the total outstanding units of the InvIT, if the post issue capital of
the InvIT calculated at offer price is less than rupees one thousand six
hundred crore: Provided that this
requirement shall be complied along with the requirement under Regulation
14(1)(c) of the InvIT Regulations. (b) of the value of atleast Rs
400 crore, if the post issue capital of the InvIT calculated at offer price is
equal to or more than rupees one thousand six hundred crore and less than
rupees four thousand crore; (c) atleast ten per cent, of
the total outstanding units of the InvIT, if the post issue capital of the
InvIT calculated at offer price is equal to or more than rupees four thousand
crore: Provided that any units
offered to sponsor or the investment manager or the project manager or their
related parties or their associates shall not be counted towards units offered
to the public. Provided further that any
listed InvIT which has public holding below twenty five per cent on account of
sub-clauses (b) and (c) above, such InvIT shall increase its public holding to at
least twenty five per cent, within a period of three years from the date of
listing pursuant to initial offer.] (2) If the InvIT [126][raises
funds by way of private placement] (a) [127][it shall do it] through a
placement memorandum; (b) from [128][institutional
investors] and body corporate only, whether Indian or foreign: Provided that in case of
foreign investors, such investment shall be subject to guidelines as may be
specified by Reserve Bank of India and the government from time to time; (c) with minimum investment
from any investor of rupees one crore; [129][Notwithstanding the above,
if such an privately placed InvIT invests or proposes to invest not less than
eighty per cent of the value of the InvIT assets [130][,
in completed and revenue generating assets,] the minimum investment from an
investor shall be rupees twenty five crore;] (d) from not less than five and
not more than one thousand investors. [131][(da) maximum subscription from any investor other than
sponsor(s), its related parties and its associates, in initial offer shall not
be more than 25 percent of the total unit capital;] (e) [132][shall file a placement
memorandum with the Board alongwith the fee as specified in Schedule II,
atleast 5 days prior to opening of the issue: Provided that such opening
of the issue shall not be at a date later than 3 months from the receipt of
in-principle approval for listing, from exchange(s).] (f) [133][it shall file the final
placement memorandum with the Board within a period of ten working days from
the date of listing of the units issued therein.] (3) [134][***] (4) [135][lf the InvIT raises funds
by [136][*
* *]] lnvITs [137][***] (a) [138][it shall be by way of
initial public offer]; (b) any subsequent issue of
units after initial [139][public]
offer may be by way of follow-on offer, preferential allotment, qualified
institutional placement, rights issue, bonus issue, offer for sale or any other
mechanism and in the manner as may be specified by the Board; (c) minimum subscription [140][amount]
from any investor in initial and follow-on offer shall be [141][one]
lakh rupees; [142][(ca) maximum subscription from any investor other than
sponsor(s), its related parties and its associates, in initial offer shall not
be more than 25 percent of the total unit capital;] (d) [143][***] (e) prior to initial [144][public]
offer and follow-on offer, the [145][merchant
banker] shall file the draft offer document [146][along
with the fee as specified in Schedule II,] with the designated stock
exchange(s) and the Board not less than [147][thirty]
working days before filing the [148][***]
offer document with the designated stock exchange [149][and
SEBI]; (f) the draft offer document
filed with the Board shall be made public, for comments, if any, [150][***]
by hosting it on the websites of the Board, designated stock exchanges [151][,
InvIT] and merchant bankers associated with the issue [152][,
for a period of not less than twenty one days]; (g) the Board may communicate
its comments to the lead merchant banker and, in the interest of investors, may require
the lead merchant banker to carry out such modifications in the draft offer
document as it deems fit; (h) the lead merchant banker
shall ensure that all comments received from the Board on the draft offer
document are suitably addressed prior to the filing of the [153][***]
offer document with the designated stock exchanges; (i) in case no [154][observations]
are [155][issued]
by the Board in the draft offer document within twenty one working days from
the date of receipt of satisfactory reply from the lead merchant bankers or
manager, the InvIT may [156][file]
the [157][***]
offer document or follow-on offer document [158][with
the Board and the exchange(s)]; (j) the draft [159][offer
document] and [160][***]
offer document shall be accompanied by a due diligence certificate signed by
the [161][***]
lead merchant banker; (k) the [162][***]
offer document shall be filed with the designated stock exchanges and the Board not less than five working
days before opening of the offer [163][***]; (l) The InvIT may [164][open]
the initial [165][public]
offer or follow-on offer [166][or
rights issue] within a period of not more
than [167][one
year] from the date of [168][***]
issuance of observations by the Board [169][***]: Provided that if the
initial [170][public]
offer or follow-on offer [171][or
rights issue] is not made within the prescribed time period, a fresh [172][draft]
offer document shall be filed; [173][Provided further that the
InvIT shall not be required to file draft offer document with the Board in case
of a fast track rights issue, subject to the fulfillment of the conditions as
specified by the Board from time to time.] (m) The InvIT may invite for
subscriptions and allot units to any person, whether resident or foreign: Provided that in case of
foreign investors, such investment shall be subject to guidelines as may be
specified by Reserve Bank of India and the government from time to time. (n) the application for
subscription shall be accompanied by a statement containing the abridged
version of the offer document detailing the risk factors and summary of the
terms of issue; (o) initial [174][public]
offer and follow-on offer shall not be open for subscription for a period of
more than thirty days; (p) in case of
over-subscriptions, the InvIT shall allot units to the applicants on a
proportionate basis rounded off to the nearest integer subject to minimum
subscription amount per subscriber as specified in clause (c); (q) the InvIT shall allot units
or refund application money, as the case may be, within twelve working days
from the date of closing of the issue; (r) the InvIT shall issue units
in only in dematerialized form to all the applicants; (s) the price of InvIT units
issued by way of public issue shall be determined through the book building
process or any other process in accordance with the guidelines issued by the
Board and in the manner as may be specified by the Board; (t) the InvIT shall refund
money, (i) to all the applicants in
case it fails to collect subscription of atleast [175][ninety]
per cent, of the [176][fresh]
issue size as specified in the [177][***]
offer document; (ii) to applicants to the extent
of the over subscription, in case the moneys received is in excess of the
extent of over-subscription as specified in the [178][***]
offer document, money shall be refunded to applicants to the extent of the
oversubscription: Provided that right to
retain such over subscription cannot exceed twenty five per cent, of the issue
size; [179][Provided further, that the
offer document shall contain adequate disclosures towards the utilisation of
such oversubscription proceeds, if any, and such proceeds retained on account
of oversubscription shall not be utilised towards general purposes.] (iii) to all the applicants, in
case the number of subscribers to the initial [180][public]
offer forming part of the public is less than twenty; (u) If the investment manager
fails to allot or list the units or refund the money within the specified time,
then the investment manager shall pay interest to the unit holders at the rate
of fifteen per cent, per annum, till such allotment or listing or refund and
such interest shall be not be recovered in the form of fees or any other form
payable to the investment manager by the InvIT; (v) units may be offered for
sale to public, (a) if such units have been
held by the sellers for a period of at least one year prior to the filing of
draft offer document with the Board: Provided that the holding
period for the equity shares [181][,
compulsorily convertible securities (from the date such securities are fully
paid-up)] or partnership interest in the [182][holdco
or] SPV against which such units have been received shall be considered for the
purpose of calculation of one year period referred in this sub-regulation; [183][Provided further that the
compulsorily convertible securities, whose holding period has been included for
the purpose of calculation for offer for sale, shall be converted to equity
shares of the holdco or SPV, prior to filing of offer document.] (b) subject to other guidelines
as may be specified by the Board in this regard; [184][(va) The amount for
general purposes, as mentioned in objects of the issue in the draft offer
document filed with the Board, shall not exceed Ten per cent of the amount
raised by the InvIT by issuance of units.] (5) If the InvIT fails to make
any offer of its units, whether by way of public issue or private placement,
within three years from the date of registration with the Board, it shall
surrender its certificate of registration to the Board and cease to operate as
an InvIT: Provided that the Board, if
it deems fit, may extend the period by another one year: Provided further that the
InvIT may later re-apply for registration, if it so desires. (6) The Board may specify by
issue of guidelines or circulars any other requirements, as it deems fit,
pertaining to issue and allotment of units by an InvIT, whether by way of
public issue or private placement. (1) The offer document or placement
memorandum of the InvIT shall contain material, true, correct and adequate
disclosures to enable the investors to make an informed decision. (2) Without prejudice to the
generality of sub-regulation (1), the offer document or placement memorandum shall, (i) not be misleading or
contain any untrue statements or mis-statements; (ii) not provide for any
guaranteed returns to the investors; and (iii) include such other
disclosures as may be specified by the Board. (3) The offer document shall
include all information as specified under Schedule III. (4) [185][The placement memorandum
shall contain all information as specified under Schedule III, to the extent
applicable.] (5) No advertisement shall be
issued pertaining to issue of units by an InvIT which makes a private placement
of its units. (6) With respect to
advertisements pertaining to the offer of units by an InvIT with respect to
public issue of its units, (i) such advertisement material
shall not be misleading and shall not contain anything extraneous to the
contents of the offer document; (ii) if an advertisement
contains positive highlights, it shall also contain risk factors with equal
importance in all aspects including print size; (iii) the advertisements shall be
in accordance with any circulars or guidelines as may be specified by the Board
in this regard. (1) It shall be mandatory for
units of all InvITs to be listed on a recognized stock exchange having
nationwide trading terminals, whether publicly issued or privately placed: Provided that this
sub-regulation shall not apply if the initial offer does not satisfy the
minimum subscription amount or the minimum number of subscribers under
Regulation 14. (2) The listing of the units
shall be in accordance with the listing agreement entered into between the
InvIT and the designated stock exchanges. [186][(2-A) In the event of
non-receipt of listing permission from the stock exchange(s) or withdrawal of
Observation Letter issued by the Board, wherever applicable, the units shall
not be eligible for listing and the InvIT shall be liable to refund the
subscription monies, if any, to the respective allottees immediately alongwith
interest at the rate of fifteen per cent, per annum from the date of
allotment.] (3) The units of the InvIT
listed in the designated stock exchanges shall be traded, cleared and settled
in accordance with the bye-laws of designated stock exchanges and such
conditions as may be specified by the Board. (4) The InvIT shall redeem
units only by way of a buyback or at the time of delisting of units. (5) The units shall remain
listed on the designated Stock Exchanges unless delisted under Regulation 17. (6) The minimum public holding
for the units of the [187][***]lnvlT
after listing shall be [188][in
accordance with sub-regulation (1A) of Regulation 14] failing which action may
be taken as may be specified by the Board and by the designated stock exchanges
including delisting of units under Regulation 17. (7) The minimum number of unit
holders in an InvIT other than the sponsor(s) [189][,
its related parties and its associates], (a) in case of privately placed
InvIT, shall be five [190][*
* *]; (b) forming part of public
shall be twenty [191][*
* *], at all times post listing of the units, failing which action may be taken
as may be specified by the Board and by the designated stock exchanges
including delisting of units under Regulation 17. (8) With respect to listing of
privately placed units, (a) its units shall be
mandatorily listed on the designated stock exchange(s) within thirty working
days from the date of [192][allotment]; (b) trading lot for the purpose
of trading of units on the designated stock exchange shall be rupees one crore. [193][Notwithstanding the above,
if an InvIT invests not less than eighty per cent of the value of the InvIT
assets, [194][in
completed and revenue generating assets,] the trading lot for the purpose of
trading of units on the designated stock exchange of such InvIT shall be rupees
two crore;] (9) With respect to listing of
publicly offered units, (a) its units shall be
mandatorily listed on the designated stock exchange(s) within twelve working
days from the date of closure of the initial [195][public]
offer: Provided that this
sub-regulation shall not apply if the initial [196][public]
offer does not satisfy the minimum subscription amount or the minimum number of
subscribers as specified in Regulation 14; (b) trading lot for the purpose
of trading of units on the designated stock exchange shall [197][consist
of [198][one
units]]. (10) Any person other than the
sponsor(s) holding units of the InvIT prior to initial offer shall hold the units
for a period of not less than one year from the date of listing of the units. (11) The Board and designated
stock exchanges may specify any other requirements pertaining to listing and
trading of units of the InvIT by issuance of guidelines or circulars. (1) The investment manager
shall apply for delisting of units of the InvIT to the Board and the designated
stock exchanges if, (a) the public holding falls
below the specified limit under sub-regulation (6) of Regulation 16; (b) the number of unit holders
of the InvIT falls below the limit as specified under sub-regulation (7) [199][of
Regulation 16]; (c) if there are no projects or
assets remaining under the InvIT for a period exceeding six months and InvIT
does not propose to invest in any project in future: Provided that, the period
may be extended by further 6 months, with the approval of unitholders in the
manner as specified in Regulation 22; (d) the Board or the designated
stock exchanges require such delisting for violation of the listing agreement
or these regulations or the Act; (e) the [200][*
* *] or trustee [201][and
investment manager] requests such delisting and such request has been approved
by unit holders in accordance with Regulation 22; [202][(ea) the trustee and the Investment Manager of a privately placed
and listed InvIT chooses to convert InvIT to a privately placed unlisted InvIT
and such request has been approved by unit holders in accordance with
Regulation 22: Provided that exit shall be
provided to dissenting unitholders.] (f) unit holders apply for such
delisting in accordance with Regulation 22; (g) the Board or the designated
stock exchanges require such delisting in the interest of the unit holders: Provided that if clause (a)
or (b) is breached, the trustee may provide a period of six months to the
investment manager to rectify the same, failing which shall apply for such
delisting: Provided further that in
case of PPP projects, such delisting shall be subject to relevant clauses in
the concession agreement. (2) The Board and the
designated stock Exchanges may consider such application for delisting for
approval or rejection as may be appropriate in the interest of the unit
holders. (3) The Board may, instead of
delisting of the units, if it deems fit, provide additional time to the InvIT
or parties to the InvIT to comply with sub-regulation (1). (4) The Board may reject the
application for delisting and take any other action, as it deems fit, under
these regulations or the Act for violation of the listing agreement or these
regulations or the Act. (5) The procedure for delisting
of units of InvIT including provision of exit option to the unit holders shall
be in accordance with the listing agreement and in accordance with procedure as
may be specified by the Board and by the designated stock exchanges from time
to time. (6) After delisting of its
units, the InvIT shall surrender its certificate of registration to the Board
and shall no longer undertake activity of an InvIT. [203][Notwithstanding the above,
in case the delisting is done in terms of clause (ea) of sub-regulation (1),the InvIT may retain its certificate
of registration and continue to undertake the activity of a privately placed
and unlisted InvIT as specified in Chapter VIA.] (7) The InvIT and parties to
the InvIT shall continue to be liable for all their acts of omissions and
commissions with respect to activities of the InvIT notwithstanding surrender
of registration to the Board. CHAPTER V INVESTMENT
CONDITIONS, RELATED PARTY TRANSACTIONS, BORROWING AND VALUATION OF ASSETS (1) The investment by an InvIT
shall only be in [204][holdco
and/or] SPVs or infrastructure projects or securities in India in accordance
with these regulations and the investment strategy as detailed in the offer
document or Placement memorandum. (2) In case of PPP projects,
the InvIT shall mandatorily invest in the infrastructure projects through [205][holdco
and/or] SPV. (3) The InvIT may invest in
infrastructure projects through SPVs subject to the following, (a) no other shareholder or
partner of the SPV shall [206][exercise]
any rights that prevents the InvIT from complying with the provisions of these
regulations and an agreement [207][has
been] entered into with such shareholders or partners to that effect prior to
investment in the SPV; [208][Provided that the
shareholders' agreement or partnership agreement shall provide for an
appropriate mechanism for resolution of disputes between the InvIT and the
other shareholders or partners in the holdco and/or the SPV: Provided further that the
provisions of these regulations shall prevail in case of inconsistencies
between such agreement(s) and the obligations cast upon an InvIT under these
regulations.] (b) in case the SPV is a
company [209][/LLP],
the investment manager, in consultation with the trustee, shall appoint [210][majority
of] the board of directors or governing board of such SPVs [211][as
applicable]; (c) the investment manager
shall ensure that the in every meeting including annual general meeting of the
SPV, the voting of the InvIT is exercised. [212][(3-A) The InvIT may invest
in infrastructure projects through holdcos subject to the following, (a) the ultimate holding
interest of the InvIT in the underlying SPV(s) is not less than twenty six per
cent; (b) no other shareholder or
partner of the holdco or the SPV(s) shall [213][exercise]
any rights that prevent the InvIT, the HoldCo or the SPV(s) from complying with
the provisions of these regulations and an agreement [214][has
been] entered into with such shareholders or partners to that effect prior to
investment in the holdco/SPV; [215][Provided that the
shareholders' agreement or partnership agreement shall provide for an
appropriate mechanism for resolution of disputes between the InvIT and the
other shareholders or partners in the holdco and/or the SPV: Provided further that the
provisions of these regulations shall prevail in case of inconsistencies
between such agreement(s) and the obligations cast upon an InvIT under these
regulations.] (c) the investment manager, in
consultation with the Trustee, shall appoint the majority of the Board of
directors or governing board of the holdco and SPV(s); the investment manager
shall ensure that in every meeting including annual general meeting of the
Holdco and SPV(s), the voting of the InvIT is exercised;] (4) [216][In case of InvIT as
specified under sub-regulation (2) of Regulation 14, the InvIT shall invest not
less than eighty per cent of the value of the InvIT assets in eligible
infrastructure projects either directly or through holdcos or through SPVs: Provided that un-invested
funds may be invested in instruments as provided under sub-clause (ii), (iii),
(iv) and (v) of clause (b) of sub-regulation 5 of Regulation 18.] (5) In case of InvITs as
specified under sub-regulation (4) of Regulation 14 (a) not less than eighty per
cent, of the value of [217][InvIT]
the assets shall be invested, proportionate to the holding of the InvITs, in
completed and revenue generating infrastructure projects subject to the
following; (i) if the investment has been
made through a [218][holdco
and/or] SPV [219][(s)],
whether by way of equity or debt or equity linked instruments or partnership
interest, only the portion of direct investments in [220][completed
and revenue generating] projects by such [221][holdco
and/or SPV(s)] shall be considered under this sub-regulation and the remaining
portion shall be included under clause (b); (ii) if any project is
implemented in stages, the part of the project which can be categorised as
completed and revenue generating project shall be considered under this
sub-regulation and the remaining portion shall be included under clause (b); (b) not more than twenty per
cent, of value of the [222][lnvlT]
assets, [223][***]
shall be invested in. (i) under-construction
infrastructure projects, whether directly or through [224][holdco
and/or] SPVs: Provided that investment in
such assets shall not exceed ten per cent, of the value of the [225][lnvIT
assets]; (ii) listed or unlisted debt of
companies or body corporate in infrastructure sector: Provided that this shall
not include any investment made in debt of the [226][holdco
and/or SPV(s)]; (iii) equity shares of companies
listed on a recognized stock exchange in India which derive not less than
eighty per cent, of their operating income from infrastructure sector as per
the audited accounts of the previous financial year; (iv) government securities; (v) money market instruments,
liquid mutual funds or cash equivalents; (c) if the conditions specified
in clauses (a) and (b) are breached on account of market movements of the price
of the underlying assets or securities, the investment manager shall inform the
same to the trustee and ensure that the conditions as specified in this
regulation are satisfied within six months of such breach : Provided that the
period may be extended to one year subject to approval from investors in
accordance with Regulation 22. [227][(5-A) The investment
conditions as specified at sub-regulation (4) and (5) of Regulation 18 and
sub-regulation shall be complied at the time of Offer document/placement
memorandum and therafter.] (6) With respect to
distributions made by the InvIT and the [228][holdco
and/or] SPV, (a) not less than ninety per
cent, of net distributable cash flows of the SPV shall be distributed to the
lnvlT [229][/holdco]in
proportion of its holding in the SPV subject to applicable provisions in
Companies Act, 2013 or Limited Liability Partnership Act, 2008; (b) not less than ninety per
cent, of net distributable cash flows of the InvIT shall be distributed to the
unit holders; [230][(ba) with regard to
distribution of net distributable cash flows by the holdco to the InvIT, the
following shall be complied: (i) with respect to the cash
flows received by the holdco from underlying SPVs, 100% of such cash flows
received by the holdco shall be distributed to the InvIT; and (ii) with respect to the cash
flows generated by the holdco on its own, not less than 90% of such net
distributable cash flows shall be distributed by the holdco to the InvIT.] (c) such distributions shall be
declared and made not less than once every six months in every financial year
in case of publicly offered InvITs and not less than once every year in case of
privately placed InvITs and shall be made not later than fifteen days from the
date of such declaration; (d) subject to [231][sub-]clause
(c), such distribution shall be [232][***]
in the manner as mentioned in the offer document or placement memorandum. (7) If any infrastructure asset
is sold by the InvIT or [233][holdco
or] SPV or if the equity shares or interest in the [234][holdco/]
SPV are sold by the InvIT. (a) if the lnvlT [235][***]
proposes to re-invest the sale proceeds into another infrastructure asset, it
shall not be required to distribute any sales proceeds to the InvIT or to the
investors; (b) If the lnvlT [236][***]
proposes not to invest the sales proceeds into any other infrastructure
asset [237][within
a period of one year], it shall be require to distribute the same in accordance
with sub-regulation (6). (8) If the distributions are
not made within fifteen days of declaration, then the investment manager shall
be liable to pay interest to the unit holders at the rate of fifteen per cent,
per annum till the distribution is made and such interest shall be not be
recovered in the form of fees or any other form payable to the investment
manager by the InvIT. (9) An InvIT shall not invest in
units of other InvITs. (10) An InvIT shall not
undertake lending to any person [238][other
than the holdco/SPV(s) in which the InvIT has invested in]: Provided that investment in
debt securities shall not be considered as lending. (11) An InvIT shall hold an
infrastructure asset for a period of not less than three years from the date of
purchase of such asset by the InvIT, directly or through [239][holdco
and/or] SPV: Provided that this shall
not apply to investment in securities of companies in infrastructure sector other
than SPVs. (12) In case of any
co-investment with any person(s) in any transaction, (a) the investment by the other
person(s) shall not be at terms more favourable than those to the InvIT; (b) the investment shall not
provide any rights to the person(s) which shall prevent the InvIT from
complying with the provisions of these regulations; (c) the agreement with such
person(s) shall include the minimum percentage of distributable cash flows that
will be distributed and entitlement of the InvIT to receive not less than pro
rata distributions and mode for resolution of any disputes between the InvIT
and the other person(s). (13) No schemes shall be
launched under the InvIT. (14) The Board may specify any
additional conditions for investments by the InvIT as deemed fit. (1) All related party
transactions shall be on an arms-length basis in accordance with relevant
accounting standards, in the best interest of the unit holders, consistent with
the strategy and investment objectives of the InvIT. (2) All related party
transactions of an InvIT shall be disclosed, (a) in the offer document or
placement memorandum with respect to any such transactions entered into prior
to the offer of units and any such proposed transactions subsequent to the offer; (b) to the designated stock
exchanges and unit holders periodically in accordance with the listing
agreement and these regulations. (3) With respect to related
party transactions with respect to [240][***]lnvITs
entered into after initial [241][public]
offer, if, (a) the total value of all the
related party transactions, in a financial year, pertaining to acquisition or
sale of assets [242][whether
directly or through holdco or through SPV,] or investments into securities
exceeds five per cent. of the value of [243][the]lnvlT [244][assets];
or (b) the value of the funds
borrowed from related parties, in a financial year, exceeds five per cent, of
the total consolidated borrowings of the lnvlT [245][,
holdco and the SPV(s)], approval from the unit holders shall be obtained prior
to entering into any such subsequent transaction with any related party in
accordance with Regulation 22. (4) Transaction between two or
more of the InvITs with a common investment manager or sponsor, shall be deemed
to be related party transactions for each of the InvITs and provisions of
Regulation 19 shall apply: Provided that this
sub-regulation shall also apply if the investment managers or sponsors of the
InvITs are different entities but are associates. (5) With respect to any related
party transaction, details of any fees or commissions received or to be
received by [246][such
related party (ies)] shall be adequately disclosed to the designated stock
exchanges. (6) Where any of the related
parties have an interest in a business which competes or is likely to compete,
either directly or indirectly, with the activities of the InvIT, the following
details shall be disclosed in the offer document or placement memorandum, (a) details of the such
business including an explanation as to how such business shall compete with
the InvIT; (b) a declaration that the
related party shall perform its duty in relation to the InvIT independent of
its related business; (c) declaration as to whether
any acquisition of such business by the InvIT is intended and if so, details of
the same thereof. (7) The Board may specify
additional guidelines with respect to related party transactions, as it deems
fit. [247][(1) An InvIT, whose units
are listed on a recognized stock exchange, may issue debt securities in the manner
specified by the Board: Provided that such debt
securities shall be listed on recognized stock exchange(s).] [248][(2)] The aggregate
consolidated borrowings and deferred payments of the lnvlT [249][,
holdco and the SPV(s),] net of cash and cash equivalents shall [250][not]
exceed [251][seventy]
per cent, of the value of the InvIT assets. [252][(3)] If the aggregate
consolidated borrowings and deferred payments of the lnvlT [253][,
holdco and the SPV(s),] net of cash and cash equivalents exceed twenty five per
cent, of the value of the InvIT assets, for any further borrowing, [254][a) upto forty nine
percent, an InvIT shall (i) obtain credit rating from a
credit rating agency registered with the Board; and (ii) seek approval of
unitholders in the manner as specified in Regulation 22. (b)
above forty nine percent, an InvIT shall (i) obtain a credit rating of
“AAA” or equivalent for its consolidated borrowing and the proposed borrowing,
from a credit rating agency registered with the Board; (ii) utilize the funds only for
acquisition or development of infrastructure projects; (iii) have a track record of
atleast six distributions, in terms of sub-regulation (6) of Regulation 18, on
a continuous basis, post listing, in the years preceding the financial year in
which the enhanced borrowings are proposed to be made; (iv) obtain the approval of
unitholders in the manner specified in sub-regulation (5-A) of Regulation 22.] [255][(4)] If the conditions
specified in sub-regulations (1) and (2) are breached on account of market
movements of the price of the underlying assets or securities, the investment
manager shall inform the same to the trustee and ensure that the conditions are
satisfied within six months of such breach. (1) The valuer shall not be an
associate of the sponsor(s) or investment manager or trustee and shall have not
less than five years of experience in valuation of infrastructure assets. (2) Full valuation includes a
detailed valuation of all assets of the InvIT by the valuer including physical
inspection of every infrastructure project by the valuer. (3) Full valuation report shall
include the mandatory minimum disclosures as specified in Schedule V. (4) A full valuation shall be
conducted by the valuer not less than once in every financial year: Provided that such full
valuation shall be conducted at the end of the financial year ending March 31st
within two months from the date of end of such year. (5) A half yearly valuation of
the assets of the InvIT shall be conducted by the valuer for the half-year
ending September 30th for a publicly offered InvIT for incorporating any key
changes in the previous six months and such half yearly valuation report shall
be prepared within one month from the date of end of such half year: [256][Provided that in case the
consolidated borrowings and deferred payments of an InvIT, in terms of
Regulation 20, is above forty nine per cent, the valuation of the assets of
such InvIT shall be conducted by the valuer for quarter ending June, September
and December, for incorporating any key changes in the previous quarter and
such quarterly report shall be prepared within one month from the date of the
end of such quarter.] (6) Valuation reports received
by the investment manager shall be submitted by the investment manager to the
designated stock exchanges within fifteen days from the receipt of such
valuation reports. (7) Prior to any issue of units
by publicly offered InvIT other than bonus issue, the valuer shall undertake
full valuation of all the InvIT assets and include the same in the Offer Document: Provided that such
valuation report shall not be more than six months old at the time of such
offer: Provided further that this
shall not apply in cases where full valuation has been undertaken not more than
six months prior to such issue and no material changes have occurred
thereafter. (8) For any transaction of
purchase or sale of infrastructure projects, whether directly or through [257][holdco
and/or] SPVs, for publicly offered InvITs, (a) a full valuation of the
specific project shall be undertaken by the valuer; (b) if (1) in case of a purchase
transaction, the asset is proposed to be purchased at a value greater than
hundred ten per cent of the value of the asset as assessed by the valuer; (2) in case of a sale
transaction, the asset is proposed to be sold at a value less than ninety per
cent, of the value of the asset as assessed by the valuer, approval of the unit
holders shall be obtained in accordance with Regulation 22. (9) No valuer shall undertake
valuation of the same project for more than four years consecutively: Provided that the valuer
may be reappointed after a period of not less than two years from the date it
ceases to be the valuer of the InvIT. (10) [258][* * *] (11) In case of any material
development that may have an impact on the valuation of the assets of the
InvIT, then investment manager of a publicly offered InvIT shall require the
valuer to undertake full valuation of the infrastructure project under
consideration within not more than two months from the date of such event and
disclose the same to the trustee and the designated stock exchanges within
fifteen days of such valuation. (12) The valuer shall not
undertake valuation of any assets in which it has either been involved with the
acquisition or disposal within the last twelve months other than such cases where
the valuer was engaged by the InvIT for such acquisition or disposal. CHAPTER VI RIGHTS
OF UNIT HOLDERS, GENERAL OBLIGATIONS, DISCLOSURES AND REPORTING (1) The unit holder shall have
the rights to receive income or distributions as provided for in the offer
document or placement memorandum. (2) With respect to any matter
requiring approval of the unit holders, (a) a resolution shall be
considered as passed when the votes cast by unit holders, so entitled and
voting, in favour of the resolution exceed a certain percentage as specified in
these regulations, of votes cast against; (b) the voting may also be done
by postal ballot or electronic mode; (c) a notice of not less than
twenty one days shall be provided to the unit holders; (d) voting by any person who is
a related party in such transaction as well as associates of such person(s)
shall not be considered on the specific issue; (e) investment manager shall be
responsible for all the activities pertaining to conducting of meeting of the
unit holder, subject to overseeing by the trustee: Provided that in issues
pertaining to the investment manager such as change in investment manager
including removal of the investment manager or change in control of the
investment manager, trustee shall convene and handle all activities pertaining
to conduct of the meetings: Provided further that in
respect of issues pertaining to the trustee Including change in the trustee,
the trustee shall not be involved in any manner in the conduct of the meeting. (3) [259][For an] InvITs. (a) an annual meeting of all
unit holders shall be held not less than once a year within one hundred twenty
days from the end of financial year and the time between two meetings shall not
exceed fifteen months; (b) with respect to the annual
meeting of unit holders, (i) any information that is
required to be disclosed to the unit holders and any issue that, in the
ordinary course of business, may require approval of the unit holders may be
taken up in the meeting including, (1) latest annual accounts and
performance of the InvIT; (2) approval of auditor and
fees of such auditor, as may be required; (3) latest valuation reports; (4) appointment of valuer, as
may be required; (5) any other issue; (ii) for any issue taken up in
such meetings which require approval from the unit holders other than as
specified in sub-regulation (6) under, votes cast in favour of the resolution
shall [260][be
more than] the votes cast against the resolution; (4) In case of, (a) any approval from unit
holders required under Regulation 18, 19 and 21; (b) any transaction, other than
any borrowing, value of which is equal to or greater than twenty five per cent,
of the InvIT assets; (c) [261][any borrowing in terms of
the limit specified under clause (a) of sub-regulation (3) of Regulation 20;] (d) any issue of units
after [262][initial
public offer by an InvIT], in whatever form, other than any issue of units
which may be considered by the Board under sub-regulation (5); (e) increasing period for
compliance with investment conditions to one year in accordance with clause (c)
of sub-regulation (5) of Regulation 18; (f) any issue, in the ordinary
course of business, which in the opinion of the sponsor(s) or trustee or
investment manager, is material and requires approval of the unit holders, if
any; [263][(fa) de-classification of the status of sponsor;] (g) any issue for which the
Board or the designated stock exchanges requires such approval under this
sub-regulation, approval from unit holders shall be required where votes cast
in favour of the resolution shall [264][be
more than] the votes cast against the resolution. (5) In case of, (a) any change in investment
manager including removal of the investment manager or change in control of the
investment manager; (b) any material change in
investment strategy or any change in the management fees of the InvIT; (c) the [265][*
* *] [266][trustee
and] investment manager proposing to seek delisting of units of the InvIT [267][under
clause (e) of sub-regulation
(1) of Regulation 17] (d) any issue, not in the
ordinary course of business, which in the opinion of the sponsor(s) or
investment manager or trustee requires approval of the unit holders; (e) any issue for which the
Board or the designated stock exchanges requires approval under this
sub-regulation; (f) [268][* * *] [269][(5-A) In case of any
borrowing by an InvIT in terms of the limit specified in clause (b) of sub-regulation (3) of
Regulation 20, the approval from seventy five per cent. of the unit holders by
value shall be obtained. (5-B)
For delisting of units of InvIT in terms of clause (ea) of sub-regulation (1) of Regulation 17, approval from not
less than ninety per cent. of the unit holders by value shall be required and
exit shall be provided to dissenting unitholders.] [270][(5-C) No person, other
than sponsor(s), its related parties and its associates, shall acquire units of
an InvIT which taken together with units held by such person and by persons
acting in concert with such person in such InvIT, exceeds twenty-five per cent
of the value of outstanding InvIT units unless approval from seventy five per
cent. of the unit holders by value excluding the value of units held by parties
related to the transaction, is obtained: Provided that if the
required approval is not received, the person acquiring the units shall provide
an exit option to the dissenting unit holders to the extent and in the manner
as may be specified by the Board.] (6) With respect to the
right(s) of the unit holders under clauses (f) of sub-regulation (5), (a) not less than twenty five
per cent, of the unit holders by value, other than any party related to the
transactions and its associates, shall apply, in writing, to the trustee for
the purpose; (b) on receipt of such
application, the trustee shall require the issue with the investment manager to
place the issue for voting in the manner as specified in these regulations; (c) with respect to sub-clause
(vi), not less than sixty per cent, of the unit holders by value shall apply,
in writing, to the trustee for the purpose. (7) [271][In case of any change in
sponsor or inducted sponsor or change in control of sponsor or inducted
sponsor, (a) prior to such change,
approval from seventy five per cent. of the unit holders by value excluding the
value of units held by parties related to the transaction shall be obtained (b) if the required approval is
not received, (i) in case of change of
sponsor or inducted sponsor, the proposed inducted sponsor shall provide the
dissenting unit holders an option to exit by buying their units in the manner
specified by the Board; (ii) in case of change in
control of the sponsor or inducted sponsor, the said sponsor or inducted
sponsor shall provide the dissenting unit holders an option to exit by buying
their units in the manner specified by the Board; Explanation : Change in sponsor
or inducted sponsor shall mean any change due to entry of a new sponsor with or
without exit of an existing sponsor.] (1) A privately placed InvIT
shall ensure that the disclosures in the placement memorandum are in accordance
with the sub-regulation (4) of Regulation 15 and any circulars or guidelines
issued by the Board in this regard. (2) A publicly offered InvIT
shall ensure that the disclosures in the offer document are in accordance with
the Schedule III and any circulars or guidelines issued by the Board in this
regard. (3) The investment manager of
all InvITs shall submit an annual report to all unit holders electronically or
by physical copies and to the designated stock exchanges within three months
from the end of the financial year. (4) The investment manager of
shall submit a half-yearly report to the designated stock exchange within forty
five days from the end of [272][*
* *] half year ending [273][*
* *] and September 30th. [274][Provided that for any
InvIT, whose units are listed and whose consolidated borrowings and deferred
payments, in terms of Regulation 20, is above forty nine per cent., such InvIT
shall also submit a quarterly report to the designated stock exchange within
thirty days from the end of every quarter ending June and December.] (5) [275][Annual/half
yearly/quarterly reports shall contain disclosures as specified under Part-A,
Part-B and Part-C, respectively, of Schedule IV.] (6) The investment manager
shall disclose to the designated stock exchanges any information having bearing
on the operation or performance of the InvIT as well as price sensitive
information which includes but is not restricted to the following, (a) acquisition or disposal of
any projects, directly or through [276][holdco
or] SPV, value of which exceeds five per cent, of value of the InvIT assets; (b) additional borrowing, at
level of [277][holdco
or] SPV or the InvIT, exceeding fifteen per cent, of the value of the InvIT
assets; (c) additional issue of units
by the InvIT; (d) details of any credit
rating obtained by the InvIT and any change in such rating; (e) any issue which requires
approval of the unit holders; (f) any legal proceedings which
may have significant bearing on the functioning of the InvIT; (g) notices and results of
meetings of unit holders, (h) any instance of
non-compliance with these regulations including any breach of limits specified
under the regulations; (i) any material issue that in
the opinion of the investment manager or trustee needs to be disclosed to the
unit holders. (7) The InvIT shall also submit
such information to the designated stock exchanges and unit holders on a
periodical basis as may be required under the listing agreement. (8) The InvIT shall disclose to
the designated stock exchanges, unit holders and the Board such information and
in the manner as may be specified by the Board. (9) The InvIT shall also
provide disclosures or reports specific to sector or sub-sector in which the
InvIT has invested or proposes to invest in the manner as may be specified by
the Board. The Board may at any time
call upon the InvIT or parties to the InvIT to file such reports, as the Board
may desire, with respect to the activities relating to the InvIT. (1) The Board may at any time
call for any information from the InvIT or [278][holdco
or SPV(s)] parties to the InvIT or [279][holdco
or SPV(s)] any unit holder or any other person with respect to any matter
relating to activity of the InvIT. (2) Where any information is called
for under sub-regulation (1), it shall be furnished within the time specified
by the Board. (1) The investment manager
shall maintain records pertaining to the activity of the InvIT, wherever
applicable, including, (a) all investments or
divestments of the InvIT and documents supporting the same including rationale
for such investments or divestments; (b) agreements entered into by
the InvIT or on behalf of the InvIT; (c) documents relating to
appointment of persons as specified in sub-regulation (5) of Regulation 10; (d) insurance policies for
infrastructure assets; (e) investment management
agreement; (f) documents pertaining to
issue and listing of units including placement memorandum, draft and final
offer document, in-principle approval by designated stock exchanges, listing
agreement with the designated stock exchanges, details of subscriptions,
allotment of units, etc; (g) distributions declared and
made to the unit holders; (h) disclosures and periodical
reporting made to the trustee, Board, unit holders and the designated stock
exchanges including annual reports, half yearly reports, etc.; (i) valuation reports including
methodology of valuation; (j) books of accounts and
financial statements; (k) audit reports; (l) reports relating to activities
of the InvIT placed before the board of directors of the investment manager; (m) unit holders' grievances
and actions taken thereon including copies of correspondences made with the
unit holder and the Board, if any; (n) any other material
documents; (2) The trustee shall maintain
records, wherever applicable, pertaining to, (a) certificate of registration
granted by the Board; (b) registered trust deed; (c) documents pertaining to
application made to the Board for registration as an InvIT; (d) titles of the infrastructure
assets: Provided that where the
original title documents are deposited with the lender or any other person in
respect of any loan or debt, the trustee shall maintain copies of such title
documents; (e) notices and agenda send to
unit holders for meetings held; (f) minutes of meetings and
resolutions passed therein; (g) periodical reports and
disclosures received by the trustee from the investment manager; (h) disclosures, periodically
or otherwise, made to the Board, unit holders and the designated stock
exchanges; (i) any other material
documents. (3) The aforesaid records may
be maintained in physical or electronic form : Provided that where records are
required to be duly signed and are maintained in the electronic form, such
records shall be digitally signed. [280][CHAPTER VI-A FRAMEWORK
FOR PRIVATE PLACEMENT OF UNITS OF INVITS WHICH ARE NOT LISTED (1) The provisions of this
chapter shall apply to an InvIT, which proposes to issue units or has issued
units, on a private placement basis in terms of these regulations. (2) The units so issued or
proposed to be issued shall not be eligible to be listed on recognised stock
exchanges. (3) All the provisions of these
regulations applicable to an InvIT, whose units are privately placed and listed
or proposed to be listed, shall be applicable to an InvIT issuing units/who has
issued units under the provisions of this chapter, except for the following. (a) sub-regulation (4),
(9),(10) and (22) of Regulation 10; (b) sub-regulation (1-A) and
(2) of Regulation 14; (c) Regulation 16; (d) Regulation 17; (e) Regulation 20; (f) sub-regulation (6) of
Regulation 21; (g) sub-clause (iv) of clause (f) of sub-regulation (5) of
Regulation 22; (h) Regulation 23; (i) sub-regulation (15) of
Regulation 9 in respect of obtaining prior approval of the Board for any change
in the investment manager; (j) sub-regulation (17) of
Regulation 9 in respect of obtaining prior approval of the Board in case of
change in control of the investment manager. (1) An InvIT raising funds by
way of a private placement in terms of the provisions of this Chapter. (a) shall do it through a
placement memorandum; (b) shall raise funds only from
institutional investors and body corporates, whether Indian or foreign: Provided that in case of
foreign investors, such investment shall be subject to guidelines as may be
specified by the Reserve Bank of India and the Government from time to time; (c) shall not accept from an
investor, an investment of value less than rupees one crore; (d) shall not raise funds from
more than twenty investors; (e) shall file a placement
memorandum with the Board alongwith the fee as specified in Schedule II,
atleast 5 days prior to opening of the issue; (f) shall file the final
placement memorandum with the Board within a period of ten working days from
the date of allotment of the units to the investors; (g) invest not less than eighty
per cent of the value of the InvIT assets in eligible infrastructure projects
either directly or through holdcos or through SPVs: Provided that un-invested
funds may be invested in instruments as provided under sub-clause (ii), (iii), (iv) and (v) of clause (b) of sub-regulation 5 of Regulation 18. (2) An InvIT may undertake
borrowing to the extent permitted under the trust deed, after seeking approval from
such number of investors as specified in the trust deed. (3) [281][The minimum number of unit
holders in an InvIT, other than the sponsor(s), its related parties and its
associates, shall be five, together and collectively holding at least
twenty-five per cent of the total units of the InvIT, at all times. Explanation. For the purposes of this
sub-regulation, a unit holder along with its associates and related parties,
shall be considered as a single unit holder.] (1) An InvIT issuing units as
per the provisions of this Chapter shall ensure that the disclosures in the
placement memorandum are in accordance with sub-regulation (4) of Regulation 15
and any circular or guideline issued by the Board in this regard. (2) The investment manager of
the InvIT shall submit annual report, half-yearly report and valuation report
to the trustee and unit holders of the InvIT, either electronically or through
physical copies. (3) The annual and half yearly
reports shall contain disclosures as specified under Schedule IV, to the extent
applicable. (4) The investment manager
shall disclose to the trustee and unitholders any information having bearing on
the operation or performance of the InvIT which includes but is not restricted
to the following. (a) acquisition or disposal of
any projects, directly or through holdco or SPV, value of which exceeds five
per cent. of value of the InvIT assets; (b) additional issue of units
by the InvIT; (c) details of any credit
rating obtained by the InvIT and any change in such rating; (d) any issue which requires
approval of the unit holders; (e) any legal proceedings which
may have significant bearing on the functioning of the InvIT; (f) notices and results of
meetings of unit holders, (g) any instance of
non-compliance with these regulations including any breach of limits specified
under the regulations; (h) any material issue that in
the opinion of the investment manager or trustee needs to be disclosed to the
unit holders. (1) The investment manager
shall be responsible for all activities pertaining to the issue of units
including filing of placement memorandum with the Board and dealing with all
matters relating to the allotment of units to the unit holders. (2) The investment manager
shall ensure that disclosures made in the placement memorandum contains
material, true, correct and adequate disclosures and are in accordance with
these regulations and guidelines or circulars issued by the Board. (3) The investment manager
shall ensure that the investments made by the InvIT are in accordance with the
investment conditions as specified in this Chapter and in accordance with the
investment strategy of the InvIT. (4) The investment manager
shall ensure that the audit of accounts of the InvIT is done not less than once
a year and such report is submitted to the trustee and unitholders, either
electronically or through physical copies. (1) An InvIT which has issued
units as per the provisions of this Chapter, may choose to surrender its certificate
of registration to the Board and on acceptance of surrender of certificate of
registration, it shall no longer undertake the activity of an InvIT. (2) The InvIT and parties to
the InvIT shall continue to be liable for all their acts of omissions and
commissions with respect to activities of the InvIT notwithstanding surrender
of registration to the Board. An InvIT which has issued
units in terms of the provisions of this Chapter, may list such units on a
recognised stock exchange, subject to it complying with the requirements
specified for privately placed and listed InvIT under these regulations and in
the manner specified by the Board from time to time.] CHAPTER VII INSPECTION The Board may suomotu or upon receipt of
information or complaint appoint one or more persons as inspecting officers to
undertake inspection of the books of accounts, records and documents relating
to activity of the lnvlT [282][or
holdco or SPV or parties to the InvIT] for any of the following reasons,
namely, (a) to ensure that the books of
account, records and documents are being maintained by the InvIT or parties to
the InvIT in the manner specified in these regulations; (b) to inspect into complaints
received from unit holders, clients or any other person, on any matter having a
bearing on the activities of the InvIT; (c) to ascertain whether the
provisions of the Act and these regulations are being complied with by the
InvIT and parties to the InvIT; and (d) to inspect suomotu into the affairs of the
InvIT, in the interest of the securities market or in the interest of
investors. (1) Before ordering an
inspection under Regulation 27, the Board shall give not less than ten days
notice to the trustee of the InvIT. (2) Notwithstanding anything
contained in sub-regulation (1), where the Board is satisfied that in the
interest of the investors no such notice should be given, it may, by an order
in writing, direct that the inspection of the affairs of the InvIT be taken up
without such notice. (3) During the course of an
inspection, the InvIT against whom the inspection is being carried out and
parties to the InvIT shall be bound to discharge their obligations as provided
in Regulation 29. (1) It shall be the duty of
every InvIT in respect of whom an inspection has been ordered under the
Regulation 27, parties to the InvIT and any other associate person who is in
possession of relevant information pertaining to conduct and affairs of such
InvIT, including representative of InvIT, if any, to produce to the inspecting
officer such books, accounts and other documents in his custody or control and
furnish him with such statements and information as the inspecting officer may
require for the purposes of inspection. (2) It shall be the duty of
every InvIT, parties to the InvIT and any other associate person who is in
possession of relevant information pertaining to conduct and affairs of the
InvIT to give to the inspecting officer all such assistance and to extend all
such co-operation as may be required in connection with the inspection and to
furnish such information as may be sought by the inspecting officer in
connection with the inspection. (3) The inspecting officer
shall, for the purposes of inspection, have power to examine on oath and record
the statement of any employees and directors of the lnvIT [283][**1
parties to the InvIT or [284][or
holdco or SPV(s)] any person responsible for or connected with the activities
of InvIT or any other associated person having relevant information pertaining
to such InvIT. (4) The inspecting officer
shall, for the purposes of inspection, have power to obtain authenticated
copies of documents, books, accounts of InvIT, from any person having control
or custody of such documents, books or accounts. The inspecting officer
shall, as soon as possible, on completion of the inspection submit an
inspection report to the Board: Provided that if directed
to do so by the Board, he may submit an interim report. The Board may after
consideration of the inspection report and after giving reasonable opportunity
of hearing to the InvITs or parties to the InvIT or its representatives or any
such person, issue such directions as it deems fit in the interest of securities
market or the investors in the nature of, (a) requiring the InvIT to
delist its units from the stock exchanges and surrender its certificate of
registration; (b) requiring the InvIT to wind
up; (c) requiring the InvIT to sell
its assets; (d) requiring the InvIT or parties
to the InvIT to take such action as may be in the interest of the investors; (e) prohibiting the InvIT or
parties to the InvIT from operating in the capital market or from accessing the
capital market for a specified period. CHAPTER VIII PROCEDURE
FOR ACTION IN CASE OF DEFAULT An InvIT or parties to the
InvIT or any other person involved in the activity of the InvIT who contravenes
any of the provisions of the Act or these regulations or notifications,
guidelines, circulars or instructions issued thereunder by the Board shall be
liable for one or more actions specified therein including any action provided
under the Securities and Exchange Board of India (Intermediaries) Regulations,
2008. [285][CHAPTER VIII-A POWER
TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS (1) The Board may, exempt any
person or class of persons from the operation of all or any of the provisions
of these regulations for a period as may be specified but not exceeding twelve
months, for furthering innovation in technological aspects relating to testing
new products, processes, services, business models, etc. in live environment of
regulatory sandbox in the securities markets. (2) Any exemption granted by
the Board under sub-regulation (1) shall be subject to the applicant satisfying
such conditions as may be specified by the Board including conditions to be
complied with on a continuous basis. Explanation. For the purposes of these
regulations, “regulatory sandbox” means a live testing environment where new
products, processes, services, business models, etc. may be deployed on a
limited set of eligible customers for a specified period of time, for furthering
innovation in the securities market, subject to such conditions as may be
specified by the Board.] CHAPTER IX MISCELLANEOUS In order to remove any
difficulties in the application or interpretation of these regulations, the
Board may issue clarifications or guidelines in the manner as may be
appropriate. The Board may, in the
interest of investors or for the development of the securities market, relax
the strict enforcement of any requirement of these regulations, if the Board is
satisfied that, (a) requirement is procedural
or technical in nature; or (b) the requirement may cause
undue hardship to investors; or (c) the disclosure requirement
is not relevant for a particular industry or class of listed entities; or (d) the non-compliance was
caused due to factors beyond the control of the issuer; or (a) any provision of Act(s),
Rule(s), regulation(s) under which the listed entity is established or is
governed by, is required to be given precedence to.][286] The Board may lay down
framework for InvITs other than the InvITs falling in the categories specified
in these regulations. SCHEDULE
I FORMA Securities
and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 [See
Regulation 3] Application
for Grant of Certificate of Registration as Infrastructure investment trust INSTRUCTIONS (1) This form is meant for use
by the applicant for grant of certificate of registration as alnfrastructure
Investment Trust. (2) The applicant should
complete this form, and submit it, along with all supporting documents to the
Board. (3) This application form
should be filled in accordance with these regulations. (4) The application shall be
considered by the Board provided it is complete in all respects. (5) All answers must be legible
and all the pages must be numbered with signature/stamp on each page of the
form. (6) Information which needs to
be supplied in more detail may be given on separate sheets which should be
attached to the application form and appropriately numbered. (7) The application must be
signed and all signatures must be original. (8) The application must be
accompanied by an application fee as specified in the Second Schedule to these
regulations. 1.
GENERAL INFORMATION (a) Name, address, telephone
number(s), fax number(s), e-mail address of the InvIT (b) Name, direct line number,
mobile number and e-mail of the contact person(s) (c) Whether the [287][[288][trust]/sponsor(s)/investment
manager/project manager(s) or their associates or trustee] are registered with
SEBI, RBI or any other regulatory authority in any capacity along with the
details of its registration (d) Details of infrastructure
for conducting activities as an Infrastructure investment trust 2.
[289][DETAILS OF TRUST] (a) Write-up on the activities
of the [290][trust] (b) Whether the Trust Deed is
registered under the provisions of the Indian Registration Act, 1908 (c) Whether the Trust Deed has
its main objective as undertaking activity of InvIT and includes
responsibilities of the Trustee in accordance with Regulation 9 (Enclose
relevant extract of the Registered Trust Deed) (d) Whether any unit holder of
the InvIT enjoys preferential voting or any other rights over another unit
holder (e) Whether there are multiple
classes of units of InvIT 3.
DETAILS OF TRUSTEE (a) Name, address of registered
office, address for correspondence and principal place of business, telephone
number(s), fax number(s), e-mail address of the Trustee. (b) Name, direct line number,
mobile number and e-mail of the contact person(s). (c) Brief write up on the
activities of the trustee (d) Details of registration as
a Debenture Trustee. (e) [291][***] (f) Details of infrastructure,
personnel, etc. relevant to the activity as trustee of the InvIT (g) Identity and Address proof
of the trustee and its directors (h) Whether the Trustee Company
is registered with any regulatory authority other than SEBI in any capacity
along with the details of its registration (i) [292][Copy of the executed trust
deed]. 4.
DETAILS OF SPONSOR(S) (Provide details for every sponsor
separately) (a) Name, address of registered
office, address for correspondence and principal place of business, telephone
number(s), fax number(s), e-mail address of the sponsor(s) (b) Name, direct line number,
mobile number and e-mail of the contact person(s) (c) Legal status of the
sponsor, date and place of incorporation/establishment, wherever applicable (d) Details of the holding
pattern and profile of the directors/partners including their professional
qualification (e) Identity proof and address
proof of the Sponsor, its directors or partners (f) Write up on the activities
of the sponsor/its associates including past experience in development of
infrastructure or fund management in the infrastructure sector (g) Whether the Sponsor has
floated any InvITs previously, which are registered with SEBI. If yes, details
of the same (h) Proposed holding of the
sponsor in the InvIT on post-issue basis (i) Copies of the financial
statements for the previous financial year (j) Net-worth certificate of
sponsor(s) by a Chartered Accountant, not more than six months old from the
date of application 5.
DETAILS OF INVESTMENT MANAGER (a) Name, address of the
registered office address for correspondence, telephone number(s), fax
number(s), of the Investment Manager (b) Name, direct line number,
mobile number and e-mail of the contact person(s). (c) Legal status, date and
place of incorporation/establishment, wherever applicable. (d) Copy of [293][executed]
Investment Management agreement. (e) Write up on the activities
of the Investment Manager including past experience in fund management/advisory
services or development in the infrastructure sector (f) List of Directors/Members
of Governing Board (g) Identity proof and address
proof of the Investment Manager, its directors or partners (h) Shareholding/partnership
interests and profile of the directors/partners (i) Details of the key
personnel including experience and professional qualification (j) Copies of the financial
statements for the previous financial year (k) Net-worth certificate of
manager by a Chartered Accountant, not more than six months old from the date
of application (l) Whether the Investment
Manager has acted as manager to any InvIT previously, which are registered with
SEBI. If yes, details of the same 6.
DETAILS OF PROJECT MANAGER(s) (Provide details for every project
manager separately) (a) Name, address of the
registered office address for correspondence, telephone number(s), fax
number(s), of the Project Manager (b) Name, direct line number,
mobile number and e-mail of the contact person(s) (c) Legal status, date and
place of incorporation/establishment, wherever applicable. (d) [294][***] (e) Write up on the activities
of the Project Manager (f) Identity proof and address
proof of the [295][[296][Investment]
manager], its directors or partners 7.
DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY (a) Investment objective and
investment style (b) Details of proposed initial
offer [297][***] (c) Brief details of the assets
proposed to be held under InvIT (d) Details of leverage
at [298][holdco/SPV(s)]
and InvIT level (current and proposed) (e) Fee structure 8.
DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY (a) Whether the [299][[300][applicant]
or parties to the [301][applicant]
or their directors/members of governing board] are/were involved in any
litigation connected with the securities market which may have an adverse
bearing on the business of the applicant or any order has/had been passed
against them for violation of securities laws. (If Yes, provide details. If No,
enclose a declaration to that effect). (b) Whether any disciplinary
action has been taken by the Board or any other regulatory authority against
the [302][lnvlT
or parties to the InvIT or their directors/members of governing board] under
any Act or the Regulations/guidelines made thereunder (If Yes, provide details.
If No, enclose a declaration to that effect). (c) Whether [303][lnvlT
or parties to the InvIT or their directors/members of governing board] has/have
been refused a certificate by the Board or its/their certificate has been
suspended at any time prior to this application. (If Yes, provide details. If
No, enclose a declaration to that effect). 9.
OTHER INFORMATION/DECLARATIONS Declaration that the [304][InvIT
and parties to the InvIT] are fit and proper persons based on the criteria
specified in the Securities and Exchange Board of India (Intermediaries)
Regulations, 2008. DECLARATION STATEMENT (To
Be Given As Below) We hereby agree and declare
that the information supplied in the application, including the attachment
sheets, is complete and true. AND we further agree that,
we shall notify the Securities and Exchange Board of India immediately any
change in the information provided in the application. We further agree that we
shall comply with, and be bound by the Securities and Exchange Board of India
Act, 1992, and the Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 and any other regulations, circulars or
guidelines as may be notified or issued by the Securities and Exchange Board of
India from time to time. We further agree that as a
condition of registration, we shall abide by such operational
instructions/directives as may be issued by the Securities and Exchange Board
of India from time to time. For and on behalf Of________________________________ (Name of the applicant) Authorized signatory (Signature) FORM
B Securities
and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 [See
Regulation 6(2)] Certificate
of registration as a Infrastructure Investment Trust I.
In
exercise of the powers conferred by sub-section (1) of Section 12 of the
Securities and Exchange Board of India Act, 1992 (Act 15 of 1992), read with
the regulations made there under, the Board hereby grants a certificate of
registration to ____________________________________________________ as an Infrastructure
Investment Trust subject to the conditions specified in the Act and in the
regulations made thereunder. II. The Registration Number of the Infrastructure
Investment Trust is: ________________. Date: Place: For and on behalf of Securities and Exchange
Board of India SCHEDULE
II Securities
and Exchange Board of India (Infrastructure Investment Trusts) Regulations,
2014 [See
Regulation 3(2), 6(1) and 14(4)(k)] FEES (1) Every applicant shall pay
non-refundable application fees of one lakh rupees along with the application
for grant of certificate of registration. (2) Every applicant shall pay
as non-refundable registration fees a sum of ten lakh rupees within fifteen
days from the date of receipt of intimation from the Board. (3) With respect to publicly
offered InvIT: (a) The InvIT shall pay
non-refundable filing fees of: (i) 0.1 % in case of initial
and follow-on offer; and (ii) 0.05% in case of rights
issue of the total issue size including intended retention of oversubscription
at the time of filing of draft Offer document with the Board (b) If the issue size estimated
by the InvIT differs from eventual issue size and thereby: (i) the fees paid by the InvIT
is found to be deficient, the balance fee shall be paid by the issuer [305][alongwith
the filing of the final offer document/final placement memorandum with the
Board and] with the recognised stock exchanges, as the case may be; and (ii) if any excess fee is found
to have been paid, it shall be refunded by the Board to the InvIT. (4) With respect to privately
placed InvIT, the InvIT shall pay non-refundable filing fees of 0.1% of the
total issue size including green shoe option, if any, at the time of filing of [306][deleted] placement memorandum with
the Board; (5) Such application,
registration and filing fees shall be paid by the applicant or InvIT [307][by
way of direct credit in the bank account through NEFT/RTGS/IMPS or any other
mode allowed by RBI or]by a demand draft in favor of ‘Securities and Exchange
Board of India’ payable at Mumbai or at respective regional or local office, as
may be required. SCHEDULE
III [See
Regulations 14, 15, 19, 21 and 23] MANDATORY
DISCLOSURES IN OFFER DOCUMENT [308][or
PLACEMENT MEMORANDUM] or FOLLOW ON OFFER DOCUMENT 1.
Introduction (a) Name, registered office
address, correspondence address, contact person (s), contact details and email
id of the InvIT (b) Place and date of creation
of the InvIT (c) Registration number and
date of registeration of the InvIT with the Board 2.
Details of sponsor(s), Investment Manager, Project Manager,
Trustee and other parties (a) Sponsor
(s) (In case of multiple
sponsors, provide details for every sponsor) (i) Name, registered office
address, correspondence addresses, Contact person (s), contact details, email
id (ii) Background of the sponsor
including activities being undertaken by the sponsor with respect to
infrastructure, (iii) Holding or proposed holding
by sponsor in the InvIT (b) Investment
Manager and Project Manager (i) Background of the
investment or Project Manager including past experience in management or
advisory services or development in infrastructure sector (ii) Brief functions, duties and
responsibilities of the investment or Project Manager (iii) Brief profiles of directors
of the Investment Manager and units held or proposed to held by them in the
InvIT, if any (c) Trustee (i) Background of the Trustee
including details of registration with the Board in case Trustee is a debenture
Trustee (ii) Names and profiles of the Directors (iii) Functions, duties and
responsibilities of the Trustee (d) Other
parties Names, details and
functions of other key parties or entities involved in the structure of the
InvIT including key terms of agreement with such parties, background and
experience, brief functions, duties and responsibilities, Policy of appointment
and removal, etc 3.
Brief background of the InvIT (a) Glossary of terms or
abbreviations (b) Structure and description
of the InvIT (c) Details of any arrangements
pertaining to underlying InvIT assets, entered into with various parties prior
to the issue (d) Holding structure of the
InvIT prior to the issue including breakup of the units held by parties to the
InvIT and any other unit holder holding greater than five per cent, of the
units of the InvIT; (e) Proposed holding structure
by the aforesaid parties post-issue (f) Fee and expenses charged or
chargeable to the InvIT by various parties including fees charged or proposed
to be charged by the Investment Manager, valuer, auditor, Trustees and any
other third party and shall also include any set-up costs (g) Details of any Credit
rating(s) obtained, if any 4.
Terms of the issue (a) Terms of the offer
including number of units, price, issue opening date, issue closing date, terms
and conditions and any other information as may be required for the investor to
make an informed decision. (b) Policy of distributions to
the unit holders including method of calculation and the frequency for
distribution. (c) Listing of units. (i) Names of designated stock
exchanges (ii) Timelines for listing (iii) Declaration that prior
in-principle approval has been obtained from the designated stock exchanges (d) Commitment received from
strategic investors, if any 5.
Market overview (a) General market overview of
the infrastructure sector (b) Overview of the sub-sector
in which the InvIT has invested or proposes to invest. 6.
Description of the assets under the InvIT (a) General consolidated
details of all assets of the InvIT (i) Breakup or proposed breakup
of InvIT assets in terms of Reg 18(5)(a) and (b) (ii) Details of proposed
structure of investment by the InvIT in infrastructure projects (iii) Details of the [309][holdco
or the SPV(s)] through which the projects are held or proposed to be held
including capital structure, holding pattern, holding of InvIT in the [310][holdco
or the SPV(s)], rights of InvIT in the [311][holdco
or the SPV(s)], etc. pre-issue (current) and post-issue(proposed). Also,
details of key terms of debt and other instruments in the [312][holdco
or the SPV(s)] shall be disclosed. (iv) In case the projects are
held or proposed to be held directly by the InvIT, details of holding of all
the owners of the projects including per cent, of ownership, rights of InvIT
vis-a-vis other owners, etc. pre-issue (current) and post-issue(proposed) (v) Status of lender's consent
with respect to underlying projects and amendment in lender agreement, if any
pursuant to acquisition of the assets by InvIT (vi) Confirmation of adequate
Insurance of all the infrastructure assets by the Trustee (b) Project-wise details of
infrastructure assets held or proposed to be held by the InvIT (i) Name, location, pictures
and other details of the project. (ii) Structure of ownership of
the project by the InvIT (iii) Special features of the
infrastructure projects, if any (iv) Description of key
agreements and restrictions relevant to the project such as terms of concession
agreement, power purchase agreements, etc. (v) Life of the asset (both
contractually and physical life requiring maintenance, replacement) and right
available to extend this life (vi) Summary of Land diligence (vii) Technical reports specific
to the sub-sector such as traffic data report, wind or solar report, etc. (viii) Month-wise revenue [313][from
the date of the latest financial statements included in the offer document or
placement memorandum until the completed month before filing of the Draft offer
document/offer document or Placement Memorandum] (c) For under-construction
projects, the following additional disclosures shall be made project-wise: (i) Stage of construction along
with per cent. of completed construction as at the end of the year (ii) Progress of development (iii) Expected completion (iv) Status of approval or
assessment from various authorities including statutory assessment &
environment considerations (v) Key risks involved in delay 7.
Business Details and Strategy (a) Investment strategy Description of investment
strategy of the InvIT Description of ROFR, if
any, by the sponsor, with respect to any future assets including valuation
methodology for future acquisitions from Sponsors in such cases Capital and risk management
strategy (b) Use of proceeds purpose of the issue Issue Expenses 8.
Leverage (a) Capital structure of the
InvIT assets including any borrowings or deferred payments with respect to the
InvIT assets prior to the issue and post-issue (Standalone and consolidated) (b) Borrowing policy 9.
Related party transactions (a) Procedure for dealing with
related party transactions (b) Details of any related
party transactions [314][which
are undertaken in the last three financial years and current financial year] as
well as any such transactions proposed in the future 10.
Valuation (a) Summary of valuation as per
the latest full valuation report (b) Valuation methodology (c) Frequency of valuation and
declaration of NAV 11.
Financials (a) Operating cash flow from
the projects (project-wise) under the InvIT for the previous 3 years (b) Summary of the financial
statements of the InvIT, Investment Manager and sponsor for the previous 3
years, as applicable (c) Management's Discussion and
Analysis of factors by directors of the Investment Manager affecting financial
condition and results of operations (d) Projections of revenue and
operating cash flows by InvIT, project-wise over next three years including
assumptions details as certified by the auditor (e) Details on payment history
and working capital (f) Contingent
liabilities [315][as
on the date of the latest financial information disclosed in the offer
document/placement memorandum] 12.
Rights of Unit Holders (a) Rights of unit holders (b) Proposed disclosures to the
unit holders either directly or by public dissemination on the designated stock
exchange website (c) Frequency and manner of
meetings of unit holders 13.
Title and approval disclosures, litigations and regulatory actions (a) Title disclosure of the
projects including any material litigations pertaining to the projects (b) Regulatory authorities
involved and status of approvals with respect to the underlying projects and
approvals periodically required for the project as per any Act or rules or
regulations or guidelines by the government or regulatory authority (c) Brief description of the
material litigations and regulatory actions, [316][which
are pending, against the InvIT, sponsor(s), Investment Manager, Project
Manager(s), or any of their associates and the trustee], if any [317][*
* *] 14.
Risk factors 15.
Brief details on taxation and regulatory aspects to enable the
investors to make an informed decision 16.
Other general information Policy of appointment of
auditor and auditing standards to be followed 17.
Sector specific information Any information pertaining
to the sector or sub-sector that may be relevant for an investor to invest in
units of the InvIT 18.
Supporting Documents (a) Full Valuation Report (b) Auditors Report (c) Any other such report 19.
Such other information as is material and appropriate to enable
the investors to make an informed decision 20.
Declarations [318][(to
be signed by the board of directors of the investment manager and sponsor)] [319]The documents to be
provided to the Board, (a) Full valuation report,
alongwith offer document/placement memorandum (b) Project
implementation/management agreement, alongwith draft offer document or the
placement memorandum (c) Due diligence certificate
alongwith draft offer document and offer document/placement memorandum In principle approval from
the exchange(s)] SCHEDULE
IV [See
Regulation 23(5)] MANDATORY
DISCLOSURES [320][Part A] Mandatory
Disclosures in the Annual Report (A privately placed InvIT
may only disclose the items, as may be applicable to its structure and
activities) (1) Investment Manager's brief
report of activities of the InvIT and summary of the audited consolidated
financial statements for the year of the InvIT (2) Management discussion and
analysis by the directors of the Investment Manager on activities of the InvIT
during the year, forecasts and future course of action (3) Brief details of all the
assets of the InvIT, project-wise (4) Details of revenue during
the year, project-wise from the underlying projects (5) Brief summary of the
valuation as per full valuation report as at the end of the year (6) Any information or report
pertaining to the specific sector or sub-sector that may be relevant for an
investor to invest in units of the InvIT (7) Details of changes during
the year pertaining to (a) Addition and divestment of
assets including the identity of the buyers or sellers, purchase or sale prices
and brief details of valuation for such transactions (b) Valuation of assets and NAV
(as per the full valuation reports) (c) Borrowings or repayment of
borrowings(standalone and consolidated) (d) Credit rating (e) Sponsor, Investment
Manager, Trustee, valuer, directors of the Trustee or Investment Manager or
sponsor, etc. (f) Clauses in trust deed,
investment management agreement or any other agreement entered into pertaining
to activities of InvIT (g) Any regulatory changes that
has impacted or may impact cash flows of the underlying projects (h) Change in material contracts
or any new risk in performance of any contract pertaining to the InvIT (i) Any legal proceedings which
may have significant bearing on the activities or revenues or cash flows of the
InvIT (j) Any other material change
during the year (8) Revenue of the InvIT for
the last 5 years, project-wise (9) Update on development of
under-construction projects, if any (10) Details of outstanding
borrowings and deferred payments of InvIT including any credit rating(s), debt
maturity profile, gearing ratios of the InvIT on a consolidated and standalone
basis as at the end of the year (11) The total operating
expenses of the InvIT along with detailed break-up, including all fees and
charges paid to the Investment Manager and any other parties, if any during the
year (12) Past performance of the
InvIT with respect to unit price, distributions made and yield for the last 5
years, as applicable (13) Unit price quoted on the
exchange at the beginning and end of the financial year, the highest and lowest
unit price and the average daily volume traded during the financial year (14) [321][1.] Details of all related
party transactions during the year, value of which exceeds five per cent, of
value of the lnvlT [322][assets] [323][2. Details regarding the
monies lent by the InvIT to the holding company or the special purpose vehicle
in which it has investment in.] (15) Details of issue and
buyback of units during the year, if any (16) [324][Brief details of material
and price sensitive information] (17) Brief details of material
litigations and regulatory actions, [325][which
are pending, against the InvIT, sponsor(s), Investment Manager, Project
Manager(s), or any of their associates and the Trustee] if any, as at the end
of the year (18) Risk factors (19) Information of the contact
person of the InvIT Mandatory
annexure to the annual report 1.
Summary
of the full valuation report 2.
Auditor's
report [326][Part
B] Mandatory
disclosures in the Half-yearly report (A privately placed InvIT
may only disclose the items, as may be applicable to its structure and
activities) (1) All details as provided
above (other than clause (2) and mandatory annexures) for annual report for the
previous half-year or as at the end of the half-year as applicable (2) [327][***] [328][Financial]
statements for the half year; (Standalone and consolidated) (3) Updated valuation report by
the valuer taking into account any material developments during the previous
half-year (4) Any other material events
during the half-year [329][Part
C Mandatory
disclosures in the quarterly report (A privately placed InvIT
may only disclose the items, as may be applicable to its structure and
activities) (1) Financial statements for
the quarter; (Standalone and consolidated). (2) Updated valuation report by
the valuer taking into account any material developments during the previous
quarter. (3) Any other material events during
the quarter.] SCHEDULE
V [See
Regulation 21(3)] MANDATORY
MINIMUM DISCLOSURES IN FULL VALUATION REPORT The full valuation report
shall include the following (a) Name and brief details of
the valuer along with details of registration under the Companies Act, 2013 (b) all material details in
relation to the basis of valuation (c) Description and explanation
of the valuation methodologies adopted including assumptions used,
justification of the assumptions, explanation of the rationale for choosing the
particular valuation method if more than one method is or could have been
adopted, etc. (d) overall structure and
condition of the relevant market including an analysis of the supply-demand
situation, the market trend and investment activities (e) Any information or report
pertaining to the specific sector or sub-sector that may be relevant for
valuation of the assets (f) For every project, the
following details [330][,
to the extent applicable,] shall be mentioned (i) Details of the project
including whether the transaction is a related party transaction (ii) Latest pictures of the
project (iii) the existing use of the
project (iv) the nature of the interest
the InvIT holds or proposes to hold in the project, percentage of interest of
the InvIT in the project (v) Date of inspection and date
of valuation (vi) Qualifications and
assumptions (vii) Method used for valuation (viii) Valuation standards adopted (ix) Extent of valuer's
investigations and nature and source of data to be relied upon (x) Purchase price of the
project by the lnvlT(for existing projects of the InvIT) (xi) Valuation of the project in
the previous 3 years; (for existing projects of the InvIT) (xii) Detailed valuation of the
project as calculated by the valuer; (xiii) [331][List of one-time
sanctions/approvals which are obtained or pending; (xiv) List of up to date/overdue
periodic clearances; (xv) Statement of assets [332][*
* *]; (xvi) Estimates of already
carried as well as proposed major repairs and improvements along with estimated
time of completion; (xvii) Revenue pendencies
including local authority taxes associated with InvIT asset and compounding
charges, if any; (xviii) On-going [333][*
* *] material litigations including tax disputes in relation to the assets, if
any; (xix) Vulnerability to natural or
induced hazards that may not have been covered in town planning/building
control.] [334][fa. Information regarding
the assumed factors while calculating the valuation such as discounting rate,
tenure etc.] (g) any other matters which may
affect the project or its value (h) a declaration by the valuer
that (i) the valuer is competent to
undertake the valuation (ii) the valuer is independent
and has prepared the report on a fair and unbiased basis (iii) the valuer has valued the
projects based on the valuation standards as specified under sub-regulation 10
of Regulation 21 SCHEDULE
VI [See
Regulation 7(d)] CODE
OF CONDUCT FOR InvIT AND PARTIES TO THE InvIT (1) InvIT and parties to the
InvIT shall conduct all affairs of the InvIT in the interest of all the
unit-holders of the InvIT. (2) InvIT and parties to the
InvIT shall make adequate, accurate, explicit and timely disclosure of relevant
material information to all unit holders, exchanges and the Board in accordance
with these regulations and as may be specified by the stock exchanges from time
to time. (3) InvIT and parties to the
InvIT shall try to avoid conflicts of interest, as far as possible, in managing
the affairs of the InvIT and keep the interest of all unit holders paramount in
all matters. In case such events cannot be avoided, it shall be ensured that
appropriate disclosures are made to the unit-holders and they are fairly
treated. (4) The InvIT and parties to
the InvIT shall ensure that fees charged by them with respect to activity of
InvIT shall be fair and reasonable. (5) Investment manager shall
carry out the business of the InvIT and invest in accordance with the
investment objectives stated in the offer document [335][or
placement memorandum,] and take investment decisions solely in the interest of
unit holders. (6) InvIT, parties to the InvIT
and any third party appointed by the investment manager shall not use any unethical
means to sell, market or induce any person to buy units of the InvIT and where
a third party appointed by the investment manager fails to comply with this
condition, the investment manager shall be held liable for the same. (7) InvIT and parties to the
InvIT shall maintain high standards of integrity and fairness in all their
dealings and in the conduct of their business, (8) InvIT and parties to the
InvIT shall render at all times high standards of service, exercise due
diligence, ensure proper care and exercise independent professional judgment. (9) InvIT and parties to the
InvIT shall not make any exaggerated statement, whether oral or written, either
about their qualifications or capabilities or experience. [1] Vide Noti. No.
LAD-NRO/GN/2014-15/10/1577, Extra., Part III, S. 4, dated 26-9-2014, published
in the Gazette of India, dated 26-9-2014. [2] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read as
‘“associate” of any person includes’. [3] Sub clause (v)
omitted by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read
as ‘where the said person is a company or a body corporate or an LLP, its group
companies;’ [4] Sub clause (vi)
omitted by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read
as ‘companies or LLPs under the same management;’ [5] Sub clause (vii)
omitted by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read
as ‘where the said person is an InvIT, related parties to the InvIT;’ [6] Sub clause (viii)
omitted by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read
as ‘any company or LLP or body corporate in which the person or its director(s)
or partner(s) holds, either individually or collectively, more than fifteen
percent of its paid-up equity share capital or partnership interest, as the
case may be;’ [7] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [8] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [9] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [10] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [11] Sub clause (q)
omitted by the Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to
omission it read as ‘“follow-on offer document” means any document by which
follow-on offer is made to the public by an InvIT;’ [12] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [13] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [14] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [15] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [16] Inserted by the
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016 w.e.f 30.11.2016, w.e.f 30.11.2016. [17] Sub clause (w)
omitted by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read
as “initial offer document” means any document by which initial offer is made
to the public by an InvIT; [18] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [19] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [20] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [21] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to its substitution it
was read as ‘from the public’. [22] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to its omission it read as
‘publically offered’. [23] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [24] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [25] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [26] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [27] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [28] Subs. for “the
person” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [29] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [30] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as
“public issue” means issue of units by a publically offered InvIT to the public
and includes initial offer and follow-on offer or any other issue made to the
public as may be specified by the Board; [31] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [32] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [33] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [34] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as
any unit holder holding, directly or indirectly, more than twenty per cent, of
the units of the InvIT [35] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as
associates, promoters, directors and partners of the persons mentioned in
clause (i) and (ii); [36] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as
associates, promoters, directors and partners of the persons mentioned in clause
(i) and (ii); [37] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [38] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [39] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [40] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the omission it read as which is
not be engaged in any other activity other than activities pertaining to and
incidental to the underlying infrastructure projects; [41] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [42] Subs. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [43] Subs. for “who
together invest” by Noti. No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017
(w.e.f. 20-12-2017) [44] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017) [45] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [46] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [47] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [48] Subs. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017) [49] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as ‘till such date on which Section 247 of the Companies Act, 2013 comes
into force, valuer shall mean an independent merchant banker registered with
the Board or an independent chartered accountant in practice having a minimum
experience often years;’ [50] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as ‘value of InvIT means value of InvIT assets as assessed by the valuer
based on value of the infrastructure and other assets owned by the InvIT,
whether directly or through SPV excluding any debtor liabilities thereof. [51] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [52] Subs. “value of InvIT
assets” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [53] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [54] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as
‘excluding any debtor liabilities thereof [55] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [56] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [57] Subs. “an applicant”
by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [58] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as the applicant is ‘a’ trust and the instrument of trust is in the form
of a deed duly registered in India under the provisions of the Registration
Act, 1908; [59] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as ‘there are not more than 3 sponsors’. [60] Omitted “Provided
that in case of PPP projects, where the sponsor is the SPV, the net worth or
net tangible assets shall be as defined in the eligibility criteria of the
project documents;” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. [61] Subs. by Noti. No.
SEBI/LAD-NRO/GN/2020/05, dt. 2-3-2020 (w.e.f. 2-3-2020). [62] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [63] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as the project implementation agreement has been entered into between the
project manager, the concessionaire SPV and the trustee acting on behalf of the
InvIT which sets out obligations of the project manager with respect to
execution of the project : Provided that in case of PPP projects, such
obligations shall be in accordance with the concession agreement or any such agreement
entered into with the concessioning authority; [64] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [65] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read asno unit holder of the InvIT enjoys preferential voting or any other
rights over another unit holder; [66] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [67] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read ashere
shall not be multiple classes of units of InvITs; [68] Subs. “applicant,
sponsor(s), investment manager, project manager(s) and trustee” by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [69] Subs. for “applicant
or any related party” by Noti. No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017
(w.e.f. 20-12-2017) [70] Subs. for “applicant
or any related party” by Noti. No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017
(w.e.f. 20-12-2017) [71] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [72] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [73] Subs. “applicants” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [74] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [75] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [76] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [77] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as(4)
The trustee shall oversee activities of the project manager ‘other than that
relating with revenue streams from the projects’ with respect to compliance
with these regulations and the project management agreement and shall obtain
compliance certificate from the Project manager, in the form as may be
specified, on a quarterly basis. [78] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [79] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [80] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [81] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as the trustee or its associates shall not invest in units of the InvIT in
which it is designated as the trustee. [82] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as the investment manager shall oversee activities of the project manager
with respect to ‘revenue streams from the projects’ and the project management
agreement and shall obtain compliance certificate from the project manager, in
the form as may be specified, on a quarterly basis. [83] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. [84] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [85] Subs. “assets of the
InvIT” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [86] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [87] Subs. “case of assets
held” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [88] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [89] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [90] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [91] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as filing ‘the draft and final’ offer document with the Board and the
exchanges within the prescribed time period; [92] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. [93] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [94] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as the investment manager shall review the transactions carried out
between the project manager and its associates and where the project manager
has advised that there may be a conflict of interest, shall obtain confirmation
from the ‘auditor’ that such transaction is on arm's length basis. [95] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [96] Substituted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it
read as the investment manager shall ensure that the audit of accounts of the
InvIT by the auditor is done not less than twice annually and such report is
submitted to the designated stock exchange within forty five days of end of
financial year ending March 31st and half-year ending September 30th. [97] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the
investment manager shall ensure that the audit of accounts of the InvIT by the
auditor is done not less than twice annually and such report is submitted to
the designated stock exchange within forty five days of end of financial year
ending March 31st and half-year ending September 30th. [98] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [99] Subs. “forty five” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [100] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the
investment manager shall ensure that the audit of accounts of the InvIT by the
auditor is done not less than twice annually and such report is submitted to
the designated stock exchange within forty five days of end of financial year
ending March 31st and half-year ending September 30th. [101] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [102] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [103] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [104] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [105] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [106] Substituted “twenty
five” Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [107] Inserted Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [108] Inserted Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [109] Inserted Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [110] Inserted Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [111] Substituted “twenty
five” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [112] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [113] Substituted “twenty
five” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [114] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [115] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [116] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [117] Subs. “the assets
held by the InvIT” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f.
10-4-2018). [118] Substituted “ruppes”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [119] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [120] Substituted “with
after initial offer or first offer of units under private placement' by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [121] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [122] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [123] Substituted “of
units,” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [124] Omitted “initial” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [125] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [126] Substituted “invests
or proposes to invest in under-construction projects, value of which is more
than ten per cent, of the value of the InvIT assets, it shall raise funds/'by
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [127] Substituted “by way
of private placement only” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [128] Subs. “qualified
institutional buyers” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018
(w.e.f. 10-4-2018). [129] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [130] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017) [131] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [132] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [133] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [134] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read “The InvIT
as specified in sub-regulation (2) shall file the draft placement memorandum
for making private placement of units with the Board along with the application
for registration and the Board may communicate its comments, to such applicant
which shall be incorporated by the applicant in placement memorandum prior to
grant of registration.” [135] Substituted “with
respect to” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [136] The words “public
issue” omitted by Noti. No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f.
20-12-2017) [137] Omitted “that hold
not less than eighty per cent, of its assets in completed and revenue
generating infrastructure projects,” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [138] Substituted “initial
issue of units shall be by way of initial offer only” by Securities and
Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [139] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [140] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2021/27, dt. 30-7-2021 (w.e.f. 30-7-2021) [141] Subs. “ten” by Noti.
No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [142] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [143] Omitted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read “the
units proposed to be offered to the public is not less than twenty five per
cent, of the total of the outstanding units of the InvIT and the units being
offered by way of the offer document: Provided
that if prior to the initial offer, units of the InvIT are held by the public,
the units proposed to be offered to the public shall be calculated after
reducing such existing units for satisfying the aforesaid percentage
requirement;” [144] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [145] Substituted
“investment manager” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [146] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [147] Substituted “twenty
one” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [148] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [149] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [150] Omitted “to be
submitted to the Board, within a period of at least ten days,” by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [151] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [152] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [153] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [154] Substituted
“modifications” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [155] Substituted
“suggested” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [156] Substituted “issue”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [157] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [158] Substituted “to the
public” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [159] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [160] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [161] Omitted “investment
manager and” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [162] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [163] Omitted “and such
filing with the Board shall be accompanied by filing fees as specified under
Schedule II” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [164] Substituted “make” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [165] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [166] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [167] Substituted “six
months” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [168] Omitted “last” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [169] Omitted “, if any and
if no observations have been issued by the Board, within six months from the
date of filing of final offer document with the designated stock exchanges” by
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [170] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [171] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [172] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [173] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/05, dt. 2-3-2020 (w.e.f. 2-3-2020). [174] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [175] Substituted for
“seventy five” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [176] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [177] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [178] Omitted “final” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [179] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [180] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [181] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017) [182] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [183] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017) [184] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [185] Substituted for “The
placement memorandum shall contain all material information about the InvIT,
parties to the InvIT, fees and all other expenses proposed to be charged,
tenure of the InvIT, investment strategy, risk management tools and parameters
employed, key service providers, conflict of interest and procedures to
identify and address them, disciplinary history of the sponsor(s), investment
manager, trustee and their associates, the terms and conditions on which the
investment manager offers investment services, its affiliations with other
intermediaries, manner of winding up of the InvIT and such other information as
may be necessary for the investor to take an informed decision on whether to
invest in the InvIT/'by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [186] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [187] Omitted “publicly
offered” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [188] Substituted for
“twenty five per cent, of the total number of outstanding units, at all times,”
by Securities am Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [189] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [190] Omitted by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [191] Omitted by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [192] Substituted for
“final closing” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [193] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [194] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017) [195] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [196] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [197] Subs. “be five lakh
rupees” by Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [198] Subs. “100 units” by
Noti. No. SEBI/LAD-NRO/GN/2021/27, dt. 30-7-2021 (w.e.f. 30-7-2021) [199] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [200] The words
“sponsor(s)” omitted by Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019
(w.e.f. 22-4-2019). [201] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [202] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [203] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [204] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [205] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [206] Subs. “have” by Noti.
No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [207] Subs. “shall be” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [208] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [209] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [210] Substituted for “not
less than one authorized representative on” by Securities and Exchange Board of
India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [211] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [212] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [213] Subs. “have” by Noti.
No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [214] Subs. “shall be” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [215] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [216] Substituted for “In
case of InvIT as specified under sub-regulation (2) of Regulation 14, the InvIT
shall invest only in eligible infrastructure projects or securities of
companies or partnership interests of LLPs in infrastructure sector: Provided
that un-invested funds may be invested in liquid funds or government securities
or money market instruments or cash equivalents. Explanation.—Companies
or LLPs in infrastructure sector shall mean those companies or LLPs which
derive not less than eighty per cent, of their operating income from
infrastructure sector as per the audited accounts of the previous financial
year.” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [217] Inserted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [218] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [219] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [220] Substituted for
“eligible infrastructure” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [221] Substituted for
“SPVs” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [222] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [223] Omitted
“proportionate to the holding of the InvITs,” by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [224] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [225] Substituted for
“assets of the InvIT” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [226] Substituted for “SPV”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [227] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [228] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [229] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [230] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [231] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [232] Omitted “as per the
dates and” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [233] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [234] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [235] Omitted “or SPV'by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [236] Omitted “or SPV'by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [237] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [238] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [239] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [240] Omitted “publicly
offered” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [241] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [242] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [243] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [244] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [245] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [246] Substituted for “any
person or entity which is an associate of the related party” by Securities and
Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [247] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [248] Renumbered by Noti.
No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [249] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [250] Subs. “never” by
Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [251] Subs. “forty nine” by
Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [252] Renumbered by Noti.
No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [253] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [254] Subs. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [255] Renumbered by Noti.
No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [256] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [257] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [258] Omitted by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [259] Substituted for “With
respect to publicly offered” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [260] Substituted for “not
be less than one and a half times” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [261] Subs. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [262] Substituted for
“initial offer by a publicly offered InvIT” by Securities and Exchange Board of
India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [263] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [264] Substituted for “not
be less than one and half times” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [265] The words “sponsor(s)
or” omitted by Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f.
22-4-2019). [266] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [267] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [268] Omitted by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [269] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [270] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [271] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2020/15, dt. 16-6-2020 (w.e.f. 16-6-2020). [272] The words “the every”
omitted by Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [273] The words “March
31st” omitted by Noti. No. SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f.
22-4-2019). [274] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [275] Subs. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [276] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [277] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [278] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [279] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [280] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [281] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2021/27, dt. 30-7-2021 (w.e.f. 30-7-2021) [282] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [283] Omitted “or” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [284] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [285] Ins. by Noti. No. SEBI/LAD-NRO/GN/2020/10,
dt. 17-4-2020 (w.e.f. 17-4-2020). [286] Inserted by Securities
and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)
Regulations, 2016, w.e.f 30.11.2016 [287] Substituted for
“applicant or its associates or its sponsor(s)/trustee/manager is/” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [288] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [289] Subs. “DETAILS OF
APPLICANT” by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f.
10-4-2018). [290] Subs. “applicant” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [291] Omitted “List of
associates of the trustee “by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [292] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [293] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [294] Omitted “Copy of
Project Implementation Agreement” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [295] Subs. for “Investment
Manager” by Noti. No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f.
20-12-2017) [296] Subs. “Project” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [297] Omitted “including
copy of the draft initial offer document/draft placement memorandum, as
applicable” by Securities and Exchange Board of India (Infrastructure
Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [298] Substituted for “SPV”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [299] Substituted for
“applicant or any of its related party(ies)” by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [301] Subs. “InvIT” by
Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [302] Substituted for
“applicant or any of its related party(ies)” by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [303] Substituted for
“applicant or any of its related party(ies)” by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [304] Subs. “applicant,
Sponsor(s), Investment Manager and Project Manager(s)” by Noti. No.
SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [305] Substituted for
“within seven days of registering the prospectus with the Registrar of
Companies or filing the letter of offer” by Securities and Exchange Board of
India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [306] The words “draft”
deleted by Noti. No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f.
20-12-2017) [307] Inserted by the
Securities and Exchange Board of India (Payment of Fees and Mode of Payment)
(Amendment) Regulations, 2017, w.e.f. 6.3.2017. [308] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [309] Substituted for “SPV”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [310] Substituted for “SPV”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [311] Substituted for “SPV”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [312] Substituted for “SPV”
by Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [313] Substituted for
“since COD of the project till date” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [314] Substituted for
“undertaken prior to the offer” by Securities and Exchange Board of India
(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [315] Substituted for “as
on date” by Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [316] Substituted for
“whether completed or pending, against the InvIT, sponsor(s), Investment
Manager, Trustee, or any of their associates” by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [317] The words “in the
last 5 years” omitted by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018
(w.e.f. 10-4-2018). [318] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [319] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [320] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [321] Renumbered by Noti.
No. SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [322] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [323] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2017-18/024, dt. 15-12-2017 (w.e.f. 20-12-2017). [324] Substituted for
“Brief report on corporate governance” by Securities and Exchange Board of
India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f
30.11.2016 [325] Substituted for
“whether completed or pending, against the InvIT, sponsor(s), Investment
Manager, Trustee or any of their associates,” by Securities and Exchange Board
of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016,
w.e.f 30.11.2016 [326] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [327] Omitted “Audited” by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [328] Substituted for
“financially Securities and Exchange Board of India (Infrastructure Investment
Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 [329] Ins. by Noti. No.
SEBI/LAD-NRO/GN/2019/10, dt. 22-4-2019 (w.e.f. 22-4-2019). [330] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [331] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [332] The words “included”
omitted by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f. 10-4-2018). [333] The words “and
closed” omitted by Noti. No. SEBI/LAD-NRO/GN/2018/07, dt. 10-4-2018 (w.e.f.
10-4-2018). [334] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016 [335] Inserted by
Securities and Exchange Board of India (Infrastructure Investment Trusts)
(Amendment) Regulations, 2016, w.e.f 30.11.2016Securities
and Exchange Board of India (Infrastructure Investment Trusts) Regulations,
2014