| Infrastructure_Investment_Trusts_Jun16_2020 |
| 3 (1)No person shall act as an InvIT unless it has obtained a certificate ofregistration from the Board under these regulations.(2)(3)(4)An application for grant of certificate of registration as InvIT shall be made bythe sponsor 55[on behalf of the trust] in Form A as specified in the Schedule Iand shall be accompanied by a non-refundable application fee as specified inSchedule II.The Board may, in order to protect the interests of investors, appoint anyperson to take charge of records, documents of the 56[trust] and for thispurpose, also determine the terms and conditions of such an appointment.The Board shall take into account requirements as specified in theseregulations for the purpose of considering grant of registration. |
| 4 (1)For the purpose of the grant of certificate to 57[a trust], the Board shall considerall matters relevant to the activities as an InvIT.(2) Without prejudice to the generality of the foregoing provisions, the Board shallconsider the following, mandatory requirements namely,–(a)(b)the applicant is 58[the sponsor on behalf of the] trust and theinstrument of trust is in the form of a deed duly registered in Indiaunder the provisions of the Registration Act , 1908;the trust deed has its main objective as undertaking activity of InvITin accordance with these regulations and includes responsibilities ofthe trustee in accordance with regulation 9;2016, w.e.f 30.11.2016.Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.57 Substituted ibid for the words “an applicant ”.Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the applicant is ‘a’ trust and the instrumentof trust is in the form of a deed duly registered in India under the provisions of the Registration Act , 1908;15(c)persons have been designated as sponsor(s), investment manager and trustee under these regulations and all such persons areseparate entities;(d)with regard to sponsor(s) ,–(i)59[each sponsor shall be clearly identified in the applicationof registration to the Board and in the offer document/ placement memorandum , as applicable];(ii)each sponsor has,–(1)(2)a net worth of not less than Rs. 100 crore if it is a bodycorporate or a company; ornet tangible assets of value not less than Rs 100 crorein case it is a limited liability partnership:60[***](iii) Whether the sponsor or its associate has a sound track recordin development of infrastructure or fund management in theinfrastructure sector.means experience of at least 5 years and where the sponsor is adeveloper, at least two projects of the sponsor have been completed;(e)with regard to the investment manager ,-(i)(ii)the investment manager has a net worth of not less thanrupees ten crore if the investment manager is a bodycorporate or a company or net tangible assets of value notless than ten crore rupees in case the investment manager isa limited liability partnership;61[the investment manager has not less than five yearsof experience in fund management or advisoryservices or development in the infrastructure sector or thecombined experience of the directors/partners/employees ofthe investment manager in fund management or advisory59 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 assetsshall 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 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2020, w.e.f 02.03.2020. Prior to the substitution it read as ‘the investment manager has not less thanfive years experience in fund management or advisory services or development in the infrastructure sector.’16(iii)(iv)(v)(vi)(vii)services or development in the infrastructure sector is notless than 30 years:Provided that for computing the combined experience, onlythe experience of the directors/partners/employees withmore than 5 years of experience in fund management oradvisory services or development in the infrastructure sectorshall be considered.]the investment manager has not less than two employeeswho have at least five years experience each, in fundmanagement or advisory services or development in theinfrastructure sector;the investment manager has not less than one employee whohas at least five years experience in the relevant sub-sector(s)in which the InvIT has invested or proposes to invest;the investment manager has not less than half of its directorsin case of a company or members of the governing board incase of an LLP as independent and not directors or membersof the governing board 62[of an Investment Manager] ofanother InvIT;the investment manager has an office in India from where theoperations pertaining to the InvIT is proposed to beconducted;the investment manager has entered into an investmentmanagement agreement with the trustee which provides forthe responsibilities of the investment manager in accordancewith regulation 10;(f)63[ the project manager has been identified and shall be appointedin terms of the project implementation/ management agreement:Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the project implementation agreement hasbeen entered into between the project manager, the concessionaire SPV and the trustee acting on behalf of theInvIT 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 orany such agreement entered into with the concessioning authority;17Provided that the project implementation agreement/ managementagreement shall be submitted along with the draft offer document /or the placement memorandum ;(g)with regard to the trustee,–(i)(ii)the trustee is registered with the Board under Securities andExchange Board of India (Debenture Trustees) Regulations,1993 andthe sponsor(s) or64[investment] manager; andis not an associate oftrustee has such wherewithal withtotheinfrastructure, personnel, etc. to the satisfaction of the Board and in accordance with circulars or guidelines as may bespecified by the Board ;respect(h)(i)(j)(k)no unit holder of the InvIT enjoys 65[superior] voting or any otherrights over another unit holder 66[and there shall not be multipleclasses of units of InvITs:Notwithstanding the above, subordinate units may be issued only tothe sponsors and its associates, where such subordinate units shallcarry only inferior voting or any other rights compared to other units;]67[***]the applicant has clearly described at the time of registration, detailspertaining to proposed activities of the InvIT;the 68[InvIT and parties to the InvIT] are fit and proper persons basedon the criteria as specified in Schedule II of the Securities andExchange Board of India (Intermediaries) Regulations, 2008;Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as no unit holder of the InvIT enjoyspreferential voting or any other rights over another unit holder; |
| 10 04.2018. 18(l)(m)whether any previous application for grant of certificate made by the69[InvIT or the parties to the InvIT or their directors/members ofgoverning board] has been rejected by the Board;whether any disciplinary action has been taken by the Board or anyother regulatory authority against the 70[InvIT or the parties to theInvIT or their directors/members of governing board] under any Actor the regulations or circulars or guidelines made thereunder. |
| 5 (1)The Board may require the applicant to furnish any such information orclarification as may be required by it for the purpose of processing of theapplication.(2) The Board, if it so desires, may require the applicant or its authorizedrepresentative(s) to appear before the Board for personal representation in |
| 6 (1)The Board on being satisfied that the applicant fulfils, the requirementsspecified in regulation 4 shall send intimation to the applicant and on receiptof the payment of registration fees as specified in Schedule II, grant certificateof registration in Form B under Schedule I:Provided that the Board may grant in-principle approval to the 71[trust], whereit deems fit and on satisfaction of all requirements as specified in regulation 4,grant final registration to the 72[trust].(2)The registration may be granted with such conditions as may be deemedappropriate by the Board. |
| 7 The certificate granted under regulation 6 shall, inter-alia, be subject to the following conditions,- (Amendment) Regulations, 2017, w.e.f. 15.12.2017. 70 Substituted ibid for the words “ applicant or any related party”. Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 72 Substituted ibid for the word “ applicant ”. 19 the InvIT shall abide by the provisions of the Act and these regulations; 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; The InvIT and parties to the InvIT shall satisfy with the conditions specified in regulation 4 at all times; 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.(a)(b)(c)(d)73[De-classification of the status of sponsor7A(1)(a)(b)(c)De-classification of the status of a sponsor(s) of an InvIT whose unitshave been listed on the stock exchanges for a period of three yearsshall be permitted upon receipt of an application from the InvIT andsubject to compliance with the following conditions:The unit holding of such sponsor and its associates taken together doesnot exceed 10% of the outstanding units of the InvIT;The investment manager of the InvIT is not an entity controlled by suchsponsor or its associates;Approval of unit holders has been obtained in accordance with sub-regulation 4 of Regulation 22.] |
| 8 (1)(2)After considering an application made under regulation 3, if the Board isof the opinion that a certificate should not be granted to the 74[trust], itmay reject the application after giving the applicant a reasonableopportunity of being heard.The decision ofcommunicated to the applicant within thirty days of such decision.the application shall bethe Boardto rejectRegulations, 2206, w.e.f 16.06.2020.Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.20 |
| 9 (1)The trustee shall hold the InvIT assets in the name of the InvIT for thebenefit of the unit holders in accordance with the trust deed and theseregulations.(2)(3)(4)(5)(6)The trustee shall enter into an investment management agreement withthe investment manager on behalf of the InvIT.The trustee shall oversee activities of the investment manager in theinterest of the unit holders, ensure that the investment managercomplies with regulation 10 and shall obtain compliance certificate fromthe investment manager , in the form as may be specified, on a quarterlybasis.The trustee shall oversee activities of the project manager 75[***]withrespect to compliance with these regulations and the 76[projectimplementation agreement/] project management agreement and shallobtain compliance certificate from the Project manager, in the form asmay be specified, on a quarterly basis.The trustee shall ensure that the investment manager complies withreporting and disclosures requirements in accordance with theseregulations and in case of any delay or discrepancy, require the investment manager to rectify the same on an urgent basis.The trustee shall review the transactions carried out between theinvestment manager and its associates and where the investmentmanager has advised that there may be a conflict of interest, shall obtainconfirmation from a practising chartered accountant 77[or valuer, asapplicable,] that such transaction is on arm's length basis.2016, w.e.f 30.11.2016. Prior to the substitution it read as (4) The trustee shall oversee activities of the projectmanager ‘other than that relating with revenue streams from the projects’ with respect to compliance with theseregulations and the project management agreement and shall obtain compliance certificate from the Projectmanager, in the form as may be specified, on a quarterly basis.2016, w.e.f 30.11.2016.2016, w.e.f 30.11.2016.21(7)(8)(9)(10)(11)(12)(13)(14)(15)The trustee shall periodically review the status of unit holders'complaints and their redressal undertaken by the investment manager .The trustee shall make distributions and ensure that investmentmanager makes timely declaration of distributions to the unit holders inaccordance with sub-regulations (6),(7) and (8) of regulation 18.The trustee may require the investment manager to set up such systemsand procedures and submit such reports to the trustee s, as may benecessary for effective monitoring of the functioning of the InvIT.The trustee shall ensure that subscription amount is kept in a separatebank account in name of the InvIT and is only utilized for adjustmentagainst allotment of units or refund of money to the applicants till thetime such units are listed.The trustee shall ensure that the remuneration of the valuer is not belinked to or based on the value of the assets being valued.The trustee shall ensure that the investment manager convenesmeetings of the unit holders in accordance with these regulations andoversee the voting by unit holders.The trustee shall ensure that the investment manager convenesmeetings of unit holders not less than once every year and the periodbetween such meetings shall not exceed fifteen months.The trustee may take up with the Board or with the designated stockexchange, as may be applicable, any matter which has been approvedin any meeting of unit holders, if the matter requires such action.In case of any change in investment manager due to removal orotherwise,–a. prior to such change, the trustee shall obtain approval from unitholders in accordance with regulation 22 and from the Board;b. the trustee shall appoint the new investment manager within threemonths from the date of termination of the earlier investmentmanagement agreement;c. the previous investment manager shall continue to act as such at thediscretion of trustee till such time as new investment manager isappointed;d. the trustee shall ensure that the new investment manager shall standsubstituted as a party in all the documents to which the earlier investment manager was a party;22e. the trustee shall ensure that the earlier investment managercontinues to be liable for all its acts of omissions and commissionsnotwithstanding such termination.(16)In case of any change in the project manager due to removal orotherwise,–a. the trustee shall appoint the new project manager within threemonths from the date of termination of the earlier 78[projectimplementation agreement/] project management agreement;b. the trustee may, either suo motu or based on the advice of theconcessioning authority appoint an administrator in connection witha infrastructure project(s) for such term and on such conditions as itdeems fit;c. the previous project manager shall continue to act as such at thediscretion of trustee till such time as new project manager isappointed;d. all costs and expenses in this regard will be borne by the new projectmanager;e. the trustee shall ensure that the new project manager shall standsubstituted as a party in all the documents to which the earlier projectmanager was a party;f.the trustee shall ensure that the earlier project manager continues tobe liable for all its acts of omissions and commissions for the periodduring which it served as the project manager, notwithstanding suchtermination.The trustee shall obtain prior approval from the unit holders inaccordance with regulation 22 and from the Board in case of change incontrol of the investment manager .In case of change in control of the project manager in a PPP project, the trustee shall ensure that written consent of the concessioning authorityis obtained in terms of the concession agreement prior to such change,where applicable.(17)(18)2016, w.e.f 30.11.2016.23(19)(20)(21)The trustee 79 [of the InvIT] shall not invest in units of the InvIT in whichit is designated as the trustee .The trustee shall ensure that the activity of the InvIT is being operatedin accordance with the provisions of the trust deed, these regulationsand the offer document or placement memorandum and if anydiscrepancy is noticed, shall inform the same to the Board immediatelyin writing.The trustee shall provide to the Board and to the designated stockexchanges, where applicable, such information as may be sought by theBoard or by the designated stock exchanges pertaining to the activity ofthe InvIT.(22) |
| 10 (1)The investment manager shall make the investment decisions withrespect to the underlying assets or projects of the InvIT including anyfurther investment or divestment of the assets.(2)(3)The investment manager shall oversee activities of the project manager with respect to 80[compliance with these regulations] and the 81[projectimplementation agreement/] project management agreement and shallobtain compliance certificate from the project manager , in the form asmay be specified, on a quarterly basis.The investment manager shall ensure that the infrastructure assets ofthe InvIT or 82[holdco or] SPV have proper legal titles, if applicable, andthat all the material contracts entered into on behalf of InvIT or SPV areRegulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the trustee or its associates shall not investin units of the InvIT in which it is designated as the trustee.Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the investment manager shall overseeactivities of the project manager with respect to ‘revenue streams from the projects’ and the project managementagreement and shall obtain compliance certificate from the project manager , in the form as may be specified, on aquarterly basis.2016, w.e.f 30.11.2016.2016, w.e.f 30.11.201624(4)(5)legal, valid, binding and enforceable by and on behalf of the InvIT orSPV.The investment manager shall ensure that the investments made by the InvIT are in accordance with the investment conditions specified inregulation 18 and in accordance with the investment strategy of the InvIT .The investment manager , in consultation with trustee, shall appoint thevaluer(s), auditor , registrar and transfer agent, merchant banker,custodian and any other intermediary or service provider or agent asmay be applicable with respect to activities pertaining to the InvIT in atimely manner and in accordance with these regulations.(6)The investment manager shall appoint an auditor for a period of notmore than five consecutive years:Provided that the auditor , not being an individual, may be reappointedfor 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 coveragefor the 83[ InvIT assets]:Provided that this shall not apply in case the 84[ InvIT ] assets are requiredto be insured by any other person under any agreement including aconcession agreement or under any Act or regulations or circulars orguidelines of any concessioning authority or government or local body:Provided further that in 85[case any of the InvIT assets are held] by86[holdco or]SPV, the investment manager shall ensure that assets heldby the 87[holdco or] SPV are adequately insured.(8)The investment manager shall ensure that it has adequate infrastructureand sufficient key personnel with adequate experience and qualificationto undertake management of the InvIT at all times.Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2018, w.e.f. 10.04.2018.85 Substituted ibid for the words “case of assets held”.2016, w.e.f 30.11.20162016, w.e.f 30.11.201625(9)The investment manager 88[and the merchant banker(s)] shall beresponsible for all activities pertaining to issue of units and listing of unitsof the InvIT including,–a. filing of placement memorandum with the Board ;b. filing the 89[of the] offer document with the Board and the exchangeswithin the prescribed time period;c. dealing with all matters up to allotment of units to the unit holders;d. obtaining in-principle approval 90[and final listing and tradingapprovals] 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 beissued by the Board in this regard.The investment manager 91[and the merchant bankers(s)], shall ensurethat disclosures made in the offer document or placement memorandum contains material, true, correct and adequate disclosures and are inaccordance with these regulations and guidelines or circulars issuedhereunder.The investment manager shall declare distributions to the unit holders inaccordance with sub-regulation (6) and (7) of regulation 18.The investment manager shall review the transactions carried outbetween the project manager and its associates and where the projectmanager has advised that there may be a conflict of interest, shall obtainconfirmation from the 92[practicing chartered accountant or the valuer,as applicable,] that such transaction is on arm's length basis.(10)(11)(12)2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as filing ‘the draft and final ’ offer documentwith the Board and the exchanges within the prescribed time period;2016, w.e.f 30.11.2016.2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the investment manager shall review thetransactions carried out between the project manager and its associates and where the project manager hasadvised that there may be a conflict of interest, shall obtain confirmation from the ‘ auditor ’ that such transactionis on arm's length basis.26(13)(14)(15)(16)The investment manager shall ensure adequate and timely redressal ofall unit holders' grievances pertaining to activities of the InvIT .The investment manager shall ensure that the disclosures or reportingto the unit holders, Board , trustees and designated stock exchanges,are in accordance with these regulations and guidelines or circularsissued hereunder.The investment manager shall provide to the Board and to thedesignated stock exchanges, where applicable, any such information asmay be sought by the Board or the designated stock exchangespertaining to the activities of the InvIT .The investment manager or its associates shall not obtain anycommission or rebate or any other remuneration, by whatever namecalled, arising out of transactions pertaining to the InvIT other than asspecified in the offer document or placement memorandum or any otherdocument as may be specified by the Board for the purpose of issue ofunits.(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 forall funds received by it and for all payments made, position oncompliance with these regulations, specifically compliance withregulations 18, 19 and 20, performance report, status ofdevelopment of under-construction projects, within thirty days ofend of such quarter;b. valuation reports as required under these regulations within fifteendays of the receipt of the valuation report from the valuer;c. decision to acquire or sell or develop or bid for any asset or projector expand existing completed assets or projects along with rationalefor the same;d. details of any action which requires approval from the unit holdersas 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 asignificant bearing on the activity of the InvIT , within seven workingdays of such action.27(19)(20)(21)(22)(23)(24)In case the investment manager fails to timely submit to the trusteeinformation or reports as specified under sub-regulation (18) above orsub-regulation (9) of regulation 9, the trustee shall intimate the same tothe Board and the Board may take action, as it deems fit.The investment manager shall coordinate with trustee, as may benecessary, with respect to operations of the InvIT .The investment manager shall ensure that computation and declarationof NAV of the InvIT based on the valuation done by the valuer 93[, shallbe disclosed to the stock exchange(s),] not later than fifteen days fromthe date of valuation.The investment manager shall ensure that the audit of accounts of the InvIT by the auditor is done not less 94[once in a year] and such reportis submitted to the 95[***] stock exchange96[s] within 97[sixty] days of endof financial year ending March 31st 98[***].The investment manager may appoint a custodian in order to providesuch custodial services as may be authorised by the trustees.The investment manager shall place before its board of directors in caseof company or the governing board in case of an LLP a report on activityand performance of the InvIT at least once every quarter within thirtydays of end of every quarter.2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as the investment manager shall ensure thatthe audit of accounts of the InvIT by the auditor is done not less than twice annually and such report is submittedto the designated stock exchange within forty five days of end of financial year ending March 31st and half-yearending September 30th.2016, w.e.f 30.11.2016. Prior to the substitution it read as the investment manager shall ensure that the audit ofaccounts of the InvIT by the auditor is done not less than twice annually and such report is submitted to thedesignated stock exchange within forty five days of end of financial year ending March 31st and half-year endingSeptember 30th.2016, w.e.f 30.11.2016Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.2016, w.e.f 30.11.2016. Prior to the substitution it read as the investment manager shall ensure that the audit ofaccounts of the InvIT by the auditor is done not less than twice annually and such report is submitted to thedesignated stock exchange within forty five days of end of financial year ending March 31st and half-year endingSeptember 30th.28(25)(26)(27)The investment manager shall designate an employee or director as thecompliance officer for monitoring of compliance with these regulationsand guidelines or circulars issued hereunder and intimating the Board incase of any non-compliance.The investment manager shall convene meetings of the unit holders inaccordance with regulation 22 and maintain records pertaining to themeetings in accordance with regulation 26.The investment manager shall ensure that all activities of theintermediaries or agents or service providers appointed by the |
| 11 (1)The project manager shall undertake operations and management of theInvIT assets including making arrangements for the appropriatemaintenance, as may be applicable, either directly or through theappointment and supervision of appropriate agents and as requiredunder any project agreement including a concession agreement in thecase of a PPP project.(2)(3)If the InvIT invests in under construction projects, the project managershall,–(a)undertake the operations and management of the projects, eitherdirectly or through appropriate agents;oversee the progress of development, approval status and otheraspects of the project upto its completion, in case of appointmentof agents for the purpose of execution.(b)The project manager shall discharge all obligations in respect ofachieving timely completion of the 99[project implementation agreement/]infrastructure project, wherever applicable, implementation, operation,maintenance and management of such infrastructure project in terms ofthe project management agreement. |
| 12 (1)The sponsor(s) shall set up the InvIT and appoint the trustees of the InvIT .2016, w.e.f 30.11.201629(2)(3)The sponsor(s) shall transfer or undertake to transfer to the InvIT , itsentire shareholding or interest 100[and rights] in the 101[holdco and/ or]SPV or ownership of the infrastructure projects, subject to a bindingagreement and adequate disclosures in the offer document orplacement memorandum , prior to allotment of units of the InvIT :Provided that this shall not apply to the extent of any mandatory holdingof shares or interest 102[and rights] in the 103[holdco and/ or] SPV by thesponsor(s) as per any Act or regulations or circulars or guidelines ofgovernment or any regulatory authority or concession agreement.With respect to holding of units in the InvIT , the sponsor(s) together shallhold not less than 104[fifteen] per cent. of the total units of the InvIT afterinitial offer of units, on a post-issue basis for a period of not less than 3years from the date of the listing of such units105[, subject to thefollowing]:106[“(i) sponsor(s) would be responsible for all acts, omissions andrepresentations/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 recourseagainst the Sponsor for any breach in this regard.(iii) project Manager of the InvIT shall be the sponsor or anassociate of the sponsor and shall continue to act in suchcapacity for a period of minimum three years from the date of listing of InvIT units unless suitable replacement is appointedby the unit-holders through the Trustee:Provided that the condition as specified at sub clause (iii) above shallnot be applicable where the sponsor(s) together hold not less thanRegulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.2016104 Substituted “twenty five” Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016105 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations,2016, w.e.f 30.11.2016106 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations,2016, w.e.f 30.11.201630twenty 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 dateof the listing of such units.](ii)(iii)Provided 107[further] that in case of PPP projects 108[where the InvIT isinvesting in infrastructure assets through SPV(s)], in case suchacquiring or holding is disallowed by government or under anyprovisions of the concession agreement or any other such agreement,–the sponsor may continue to maintain such holding at the SPV(i)level;the consolidated value of all such holdings at the SPV level andthe value of the units of InvIT held by the sponsor shall not beless than the value of 109[fifteen] per cent. of the total units of the InvIT after initial issue of units on a post-issue basis;such units of the InvIT and shares or interest in the SPV shall beheld for a period of not less than three years from the date of the listing of units of the InvIT ;in case such holding of sponsor in the SPV results in the InvIT not having controlling interest and not having more than fifty110[one] per cent. shareholding or interest in the SPV, thesponsor shall enter into a binding agreement with the InvIT toensure that decisions taken by the sponsor including voting withrespect to the SPV are in compliance with these regulations andnot against the interest of the InvIT s or the unit holders and shallbe subject to further guidelines as may be specified by theBoard.(iv)Any holding by sponsor in InvIT , exceeding 111[fifteen] per cent. on apost issue basis, shall be held for a period of not less than one year fromthe date of listing of such units.(4)107 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations,2016, w.e.f 30.11.2016108 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations,2016, w.e.f 30.11.2016 |
| 13 (1)The valuers shall comply with the following conditions at all times,–(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)the valuer shall ensure that the valuation of the InvIT assets isimpartial, true and fair and is in accordance with regulation 21;the valuer shall ensure adequate and robust internal controls toensure the integrity of its valuation reports;the valuer shall ensure that it has sufficient key personnel withadequate experience and qualification to perform valuations;the valuer shall ensure that it has sufficient financial resources toenable it to conduct its business effectively and meet its liabilities;the valuer and any of its employees involved in valuing of theassets of the InvIT, shall not,–i.invest in units of the InvIT or in the assets being valued;andsell the assets or units of InvITs held prior to beingappointed as the valuer,ii.till the time such person is designated as valuer of such InvIT andnot less than six months after ceasing to be valuer of the InvIT;the valuer shall conduct valuation of the InvIT assets withtransparency and fairness and shall render, at all times, highstandards of service, exercise due diligence, ensure proper careand exercise independent professional judgment;the valuer shall act with independence, objectivity and impartialityin performing the valuation;the valuer shall discharge its duties towards the InvIT in anefficient and competent manner, utilizing its knowledge, skills andexperience in best possible way to complete given assignment;the valuer shall not accept remuneration, in any form, for performing a valuation of the InvIT assets from any person otherthan the InvIT or its authorized representative;the valuer shall before accepting any assignment,112[ from anyrelated party of the InvIT,] disclose to the InvIT any direct orindirect consideration which the valuer may have in respect ofsuch assignment;the valuer shall disclose to the InvIT any pending businesstransactions,otherarrangements with the investment manager or any other partynegotiationandcontractsunderRegulations, 2016, w.e.f 30.11.201632whom the InvIT is contracting with and any other factors that mayinterfere with the valuer’s ability to give an independent andprofessional valuation of the assets;the valuer shall not make false, misleading or exaggerated claimsin order to secure assignments;the valuer shall not provide misleading valuation, either byprovidinginformation or by withholding relevantinformation;the valuer shall not accept an assignment which interferes withits ability to do fair valuation;the valuer shall, prior to performing a valuation, acquaint itselfwith all laws or regulations relevant to such valuation.incorrect(l)(m)(n)(o)(2)The auditor shall comply with the following conditions at all times,–the auditor shall conduct audit of the accounts of the InvIT anddraft the audit report based on the accounts examined by him andafter taking into account the relevant accounting and auditingstandards, as may be specified by the Board;the auditor shall, to the best of his information and knowledge,ensure that the accounts and financial statements give a true andfair view of the state of the affairs of the InvIT, including profit orloss and cash flow for the period and such other matters as maybe specified;the auditor shall have a right of access at all times to the booksof accounts and vouchers pertaining to activities of the InvIT;the auditor shall have a right to require such information andexplanation pertaining to activities of the InvIT as he mayconsider necessary for the performance of his duties as auditorfrom the employees of InvIT or 113[holdco or] parties to the InvITor 114[holdco or] SPV or any other person in possession of suchinformation.(a)(b)(c) |
| 14 (1)No initial offer of units by an InvIT shall be made unless,–(a)(b)The InvIT is registered with the Board under these regulations;the value of 115[InvIT assets ] is not less than 116[rupees ] fivehundred crore.portion of the holding of InvIT in the underlying assets or117[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 118[ at any point of timebefore allotment of units in accordance with offer document /placementmemorandum ] subject, to a binding agreement with the relevantparty(ies) that 119[such ] the requirements shall be fulfilled prior to120[such ] allotment 121[and ] a declaration to the Board and 122[to ] thedesignated stock exchanges to that effect, where applicable andadequate disclosures in this regard in the 123[*** ] offer document or placement memorandum .124[(1A) The minimum offer and allotment to public through an offer document / placement memorandum shall be,-(Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.116 Substituted ”ruppes” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016118 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 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016121 Substituted “of units,” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016123 Omitted “initial” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201634(a) atleast twenty five per cent. of the total outstanding units of the InvIT, ifthe post issue capital of the InvIT calculated at offer price is less than rupeesone thousand six hundred crore:Provided that this requirement shall be complied along with the requirementunder Regulation 14(1)(c) of the InvIT Regulations.(b) of the value of atleast Rs 400 crore, if the post issue capital of the InvITcalculated at offer price is equal to or more than rupees one thousand sixhundred 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 thanrupees four thousand crore:Provided that any units offered to sponsor or the investment manager or theproject manager or their related parties or their associates shall not becounted towards units offered to the public.Provided further that any listed InvIT which has public holding below twentyfive per cent on account of sub-clauses (b) and (c) above, such InvIT shallincrease its public holding to at least twenty five per cent, within a period ofthree years from the date of listing pursuant to initial offer. ] (2)If the InvIT 125[ raises funds by way of private placement ] –126[it shall do it ] through a placement memorandum ;(a)(b)from 127[institutional investor s ] and body corporate only, whetherIndian or foreign:Provided that in case of foreign investor s , such investment shallbe subject to guidelines as may be specified by Reserve Bank ofIndia and the government from time to time;(c)with minimum investment from any investor of rupees one crore;128[Notwithstanding the above, if such an privately placed InvITinvests or proposes to invest not less than eighty per cent of the125 Substituted “invests or proposes to invest in under-construction projects, value of which is more than ten percent. of the value of the InvIT assets, it shall raise funds,” by Securities and Exchange Board of India (InfrastructureInvestment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016126 Substituted “by way of private placement only” by Securities and Exchange Board of India (InfrastructureInvestment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016(Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.201635value of the InvIT assets 129[, in completed and revenuegenerating assets, ] the minimum investment from an investor s hall be rupees twenty five crore; ] (d)from not less than five and not more than one thousand investor s .130[(da) maximum subscription from any investor other than sponsor(s),its related parties and its associates, in initial offer shall not bemore than 25 percent of the total unit capital; ] 131[(e) shall file a placement memorandum with the Board alongwith thefee 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 than3 months from the receipt of in-principle approval for listing, fromexchange(s). ] 132[(f) it shall file the final placement memorandum with the Board withina period of ten working days from the date of listing of the units issue dtherein. ] (3)(4)133[*** ] 134[ If the InvIT raises funds by public issue ] 135[*** ] 136[*** ] –(a)137[ it shall be by way of initial public offer ] ;Regulations , 2020, w.e.f 16.06.2020.Regulations, 2016, w.e.f 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.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 theapplication for registration and the Board may communicate its comments, to such applicant which shall beincorporated by the applicant in placement memorandum prior to grant of registration.”134 Substituted “with respect to” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016w.e.f. 15.12.2017.136 Omitted “that hold not less than eighty per cent. of its assets in completed and revenue generatinginfrastructure projects,” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016137 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 30.11.201636(b)any subsequent issue of units after initial 138[public ] offer may beby way of follow-on offer, preferential allotment, qualifiedinstitutional placement, rights issue , bonus issue , offer for sale orany other mechanism and in the manner as may be specified bythe Board ;(c) minimum subscription from any investor in initial and follow-onoffer shall be 139[one ] lakh rupees ;140[(ca) maximum subscription from any investor other than sponsor(s),its related parties and its associates, in initial offer shall not bemore than 25 percent of the total unit capital; ] (d)(e)141[*** ] prior to initial 142[public ] offer and follow-on offer, the 143[merchantbanker ] shall file the draft offer document 144[ along with the feeas specifiedthe designated stockexchange(s) and the Board not less than 145[thirty ] working daysbefore filing the 146[*** ] offer document with the designated stockexchange 147[and SEBI ] ;in ScheduleII, ] withRegulations, 2016, w.e.f 30.11.2016(Amendment) Regulations, 2019, w.e.f. 22.4.2019.Regulations, 2020, w.e.f 16.06.2020.Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read “the units proposed to be offered to thepublic is not less than twenty five per cent. of the total of the outstanding units of the InvIT and the units beingoffered 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 offeredto the public shall be calculated after reducing such existing units for satisfying the aforesaid percentagerequirement;”Regulations, 2016, w.e.f 30.11.2016143 Substituted “investment manager” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016145 Substituted “twenty one” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016146 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201637(f)(g)(h)(i)the draft offer document filed with the Board shall be made public,for comments, if any, 148[*** ] by hosting it on the websites of the Board , designated stock exchanges 149[, InvIT ] and merchantbankers associated with the issue 150[, for a period of not lessthan twenty one days ] ;the Board may communicate its comments to the lead merchantbanker and, in the interest of investor s , may require the leadmerchant banker to carry out such modifications in the draft offerdocument as it deems fit;the lead merchant banker shall ensure that all commentsreceived from the Board on the draft offer document are suitablyaddressed prior to the filing of the 151[*** ] offer document with thedesignated stock exchanges;in case no 152[observations ] are 153[ issue d ] by the Board in thedraft offer document within twenty one working days from the dateof receipt of satisfactory reply from the lead merchant bankers ormanager, the InvIT may 154[file ] the 155[*** ] offer document orfollow-on offer document 156[with the Board and the exchange(s) ] ;148 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 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.2016151 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016152 Substituted “modifications” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016153 Substituted “suggested” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016154 Substituted “ issue ” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016155 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016156 Substituted “to the public” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.201638(j)(k)(l)the draft 157[ offer document ] and 158[*** ] offer document shall beaccompanied by a due diligence certificate signed by the 159[*** ] lead merchant banker;the 160[*** ] offer document shall be filed with the designated stockexchanges and the Board not less than five working days beforeopening of the offer 161[*** ] ;The InvIT may 162[open ] the initial 163[public ] offer or follow-onoffer 164[or rights issue ] within a period of not more than 165[oneyear ] from the date of 166[*** ] issuance of observations by the Board 167[*** ] :Provided that if the initial 168[public ] offer or follow-on offer 169[orrights issue ] is not made within the prescribed time period, a fresh170[draft ] offer document shall be filed ;Regulations, 2018, w.e.f. 10.04.2018.158 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016159 Omitted “investment manager and” by Securities and Exchange Board of India (Infrastructure InvestmentTrusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016160 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016 |
| 30 11.2016 162 Substituted “make” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 Regulations, 2016, w.e.f 30.11.2016 Regulations, 2016, w.e.f 30.11.2016 165 Substituted “six months” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 166 Omitted “last” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 167 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 Regulations, 2016, w.e.f 30.11.2016 Regulations, 2016, w.e.f 30.11.2016 Regulations, 2016, w.e.f 30.11.2016 39 171[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 anyperson, whether resident or foreign:(n)(o)(p)(q)(r)(s)Provided that in case of foreign investors, such investment shallbe subject to guidelines as may be specified by Reserve Bank ofIndia and the government from time to time.the application for subscription shall be accompanied by astatement containing the abridged version of the offer document detailing the risk factors and summary of the terms of issue;initial 172[public ] offer and follow-on offer shall not be open forsubscription for a period of more than thirty days;in case of over-subscriptions, the InvIT shall allot units to theapplicants on a proportionate basis rounded off to the nearestinteger subject to minimum subscription amount per subscriberas specified in clause (c);the InvIT shall allot units or refund application money,as the casemay be, within twelve working days from the date of closing of theissue;the InvIT shall issue units in only in dematerialized form to all theapplicants;the price of InvIT units issued by way of public issue shall bedetermined through the book building process or any otherprocess 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,-Regulations, 2020, w.e.f 02.03.2020Regulations, 2016, w.e.f 30.11.201640(i)(ii)to all the applicants in case it fails to collect subscription ofatleast 173[ninety] per cent. of the 174[fresh] issue size asspecified in the 175[***] offer document ;to applicants to the extent of the over subscription, in casethe moneys received is in excess of the extent of over-subscription as specified in the 176[***] offer document,money shall be refunded to applicants to the extent of theoversubscription:Provided that right to retain such over subscription cannotexceed twenty five per cent. of the issue size;177[Provided further, that the offer document shall containadequate disclosures towards the utilisation of suchoversubscription proceeds, if any, and such proceedsretained on account of oversubscription shall not beutilised towards general purposes.](iii)to all the applicants, in case the number of subscribers tothe initial 178[public] offer forming part of the public is lessthan twenty;(u)If the investment manager fails to allot or list the units or refundthe 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 suchinterest shall be not be recovered in the form of fees or any otherform payable to the investment manager by the InvIT ;(v)units may be offered for sale to public,–(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016175 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016176 Omitted “final” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201641i.ii.if such units have been held by the sellers for a period ofat least one year prior to the filing of draft offer document with the Board :Provided that the holding period for the equity shares 179[,compulsorily convertible securities (from the date suchsecurities are fully paid-up)] or partnership interest in the180[holdco or] SPV against which such units have beenreceived shall be considered for the purpose of calculationof one year period referred in this sub-regulation:181[Provided further that the compulsorily convertiblesecurities, whose holding period has been included for thepurpose of calculation for offer for sale, shall be convertedto equity shares of the holdco or SPV, prior to filing of offerdocument.]subject to other guidelines as may be specified by the Board in this regard;(5)182[(va) The amount for general purposes, as mentioned in objects ofthe issue in the draft offer document filed with the Board , shall notexceed Ten per cent of the amount raised by the InvIT by issuance ofunits.]If the InvIT fails to make any offer of its units, whether by way of publicissue or private placement, within three years from the date ofregistration with the Board , it shall surrender its certificate of registrationto the Board and cease to operate as an InvIT :Provided that the Board , if it deems fit, may extend the period by anotherone year:Provided further that the InvIT may later re-apply for registration, if it sodesires.(6)The Board may specify by issue of guidelines or circulars any otherrequirements, as it deems fit, pertaining to issue and allotment of unitsby an InvIT , whether by way of public issue or private placement.Regulations, 2017, w.e.f. 15.12.20172016, w.e.f 30.11.2016Regulations, 2017, w.e.f. 15.12.2017Regulations, 2016, w.e.f 30.11.201642 |
| 15 (1)The offer document or placement memorandum of the InvIT shallcontain 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 offerdocument or placement memorandum shall,–(i)not be misleading or contain any untrue statements or mis-statements;not provide for any guaranteed returns to the investors ; andinclude such other disclosures as may be specified by theBoard.(ii)(iii)(3)The offer document shall include all information as specified under(4)Schedule III.183[The placement memorandum shall contain all information asspecified under Schedule III, to the extent applicable.](5)No advertisement shall be issued pertaining to issue of units by an InvITwhich makes a private placement of its units.(6)With respect to advertisements pertaining to the offer of units by an InvITwith respect to public issue of its units,-(i)such advertisement material shall not be misleading and shall notcontain anything extraneous to the contents of the offerdocument;if an advertisement contains positive highlights, it shall alsocontain risk factors with equal importance in all aspects includingprint size;the advertisements shall be in accordance with any circulars orguidelines as may be specified by the Board in this regard.(ii)(iii)Listing and trading of unitsthe InvIT, fees and all other expenses proposed to be charged, tenure of the InvIT, investment strategy, riskmanagement tools and parameters employed, key service providers, conflict of interest and procedures to identifyand address them, disciplinary history of the sponsor(s), investment manager , trustee and their associates, theterms and conditions on which the investment manager offers investment services, its affiliations with otherintermediaries, manner of winding up of the InvIT and such other information as may be necessary for the investorto 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 |
| 16 06.2020. (Amendment) Regulations, 2016, w.e.f 30.11.2016 2016, w.e.f 30.11.2016 2017, w.e.f 15.12.2017 2016, w.e.f 30.11.2016 2016, w.e.f 30.11.2016 Investment Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019 45(11)The Board and designated stock exchanges may specify any otherrequirements pertaining to listing and trading of units of the InvIT byissuance of guidelines or circulars. |
| 17 (1)The investment manager shall apply for delisting of units of the InvIT tothe Board and the designated stock exchanges if,-(a)(b)(c)(d)(e)the public holding falls below the specified limit under sub-regulation (6) of regulation 16;the number of unit holders of the InvIT falls below the limit asspecified under sub-regulation (7) 196[of regulation 16];if there are no projects or assets remaining under the InvIT for aperiod exceeding six months and InvIT does not propose to investin 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 inregulation 22;the Board or the designated stock exchanges require suchdelisting for violation of the listing agreement or these regulationsor the Act;the 197[****] trustee 198[and investment manager] requests suchdelisting and such request has been approved by unit holders inaccordance with regulation 22;199[(ea) the trustee and the Investment Manager of a privately placedand listed InvIT chooses to convert InvIT to a privately placed unlisted InvIT and such request has been approved by unit holders inaccordance with regulation 22:Provided that exit shall be provided to dissenting unitholders.](f)unit holders apply for such delisting in accordance with regulation22;the Board or the designated stock exchanges require suchdelisting in the interest of the unit holders:(g)Regulations, 2016, w.e.f 30.11.2016Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019198 Inserted ibid.Regulations, 2019, w.e.f. 22.4.201946Provided that if clause (a) or (b) is breached, the trustee may provide aperiod 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 besubject to relevant clauses in the concession agreement.The Board and the designated stock Exchanges may consider suchapplication for delisting for approval or rejection as may be appropriatein the interest of the unit holders.The Board may, instead of delisting of the units, if it deems fit, provideadditional time to the InvIT or parties to the InvIT to comply with sub-regulation (1).The Board may reject the application for delisting and take any otheraction, as it deems fit, under these regulations or the Act for violation ofthe listing agreement or these regulations or the Act.The procedure for delisting of units of InvIT including provision of exitoption to the unit holders shall be in accordance with the listingagreement and in accordance with procedure as may be specified bythe Board and by the designated stock exchanges from time to time.After delisting of its units, the InvIT shall surrender its certificate ofregistration to the Board and shall no longer undertake activity of an InvIT :200[Notwithstanding the above, in case the delisting is done in terms ofclause (ea) of sub-regulation (1), the InvIT may retain its certificate ofregistration and continue to undertake the activity of a privately placedand unlisted InvIT as specified in Chapter VIA.]The InvIT and parties to the InvIT shall continue to be liable for all theiracts of omissions and commissions with respect to activities of the InvIT notwithstanding surrender of registration to the Board .(2)(3)(4)(5) |
| 18 (1)(2)(3)(b)The investment by an InvIT shall only be in 201[holdco and/ or] SPVs orinfrastructure projects or securities in India in accordance with theseregulations and the investment strategy as detailed in the offerdocument or Placement memorandum.In case of PPP projects, the InvIT shall mandatorily invest in theinfrastructure projects through 202[holdco and/ or] SPV.The InvIT may invest in infrastructure projects through SPVs subject tothe following,–(a)no other shareholder or partner of the SPV shall 203[exercise] anyrights that prevents the InvIT from complying with the provisionsof these regulations and an agreement 204[has been] entered intowith such shareholders or partners to that effect prior toinvestment in the SPV:205[Provided that the shareholders’ agreement or partnershipagreement shall provide for an appropriate mechanism forresolution of disputes between the InvIT and the othershareholders or partners in the holdco and/or the SPV:Provided further that the provisions of these regulations shallprevail in case of inconsistencies between such agreement(s)and the obligations cast upon an InvIT under these regulations.]in case the SPV is a company206[/LLP], the investment manager ,in consultation with the trustee, shall appoint 207[majority of] theboard of directors or governing board of such SPVs 208[asapplicable] ;2016, w.e.f 30.11.20162016, w.e.f 30.11.2016(Amendment) Regulations, 2018, w.e.f. 10.04.2018.204 Substituted ibid for the words “shall be”.Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2016, w.e.f 30.11.2016(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201648(c)the investment manager shall ensure that the in every meetingincluding annual general meeting of the SPV, the voting of the InvIT is exercised.209[(3A) The InvIT may invest in infrastructure projects through holdcos subjectto the following,-(a)(b)the ultimate holding interest of the InvIT in the underlying SPV(s)is not less than twenty six per cent;no other shareholder or partner of the holdco or the SPV(s) shall210[exercise] any rights that prevent the InvIT , the HoldCo or theSPV(s) from complying with the provisions of these regulationsand an agreement 211[has been] enteredinto with suchshareholders or partners to that effect prior to investment in theholdco/SPV:212[Provided that the shareholders’ agreement or partnershipagreement shall provide for an appropriate mechanism forresolution of disputes between the InvIT and the othershareholders or partners in the holdco and/or the SPV:Provided further that the provisions of these regulations shallprevail in case of inconsistencies between such agreement(s) andthe obligations cast upon an InvIT under these regulations.](c)the investment manager, in consultation with the Trustee, shallappoint the majority of the Board of directors or governing boardof the holdco and SPV(s);the investment manager shall ensure that in every meeting including annualgeneral meeting of the Holdco and SPV(s), the voting of the InvIT is exercised;](4)213[ In case of InvIT as specified under sub-regulation (2) of regulation14, the InvIT shall invest not less than eighty per cent of the value of theRegulations, 2016, w.e.f 30.11.2016(Amendment) Regulations, 2018, w.e.f. 10.04.2018.211 Substituted ibid for the words “shall be”.Regulations, 2018, w.e.f. 10.04.2018.in eligible infrastructure projects or securities of companies or partnership interests of LLPs in infrastructuresector:Provided that un-invested funds may be invested in liquid funds or government securities or money marketinstruments or cash equivalents.49(5) InvIT assets in eligible infrastructure projects either directly or throughholdcos or through SPVs:Provided that un-invested funds may be invested in instruments asprovided under sub-clause (ii), (iii), (iv) and (v) of clause (b) of sub-regulation 5 of Regulation 18.]In case of InvIT s as specified under sub-regulation (4) of regulation 14,–not less than eighty per cent. of the value of 214[ InvIT ] the assets(a)shall be invested, proportionate to the holding of the InvIT s, incompleted and revenue generating infrastructure projects subjectto the following;(i)if the investment has been made through a 215[holdcoand/ or] SPV216[(s)], whether by way of equity or debt orequity linked instruments or partnership interest, only theportion of direct investments in 217[completed andrevenue generating] projects by such 218[holdco and/ orSPV(s)] shall be considered under this sub-regulationand the remaining portion shall be included under clause(b);if any project is implemented in stages, the part of theproject which can be categorised as completed andrevenue generating project shall be considered underthis sub-regulation and the remaining portion shall beincluded under clause (b);(ii)(b)not more than twenty per cent. of value of the 219[ InvIT ] assets,220[***] shall be invested in,–than eighty per cent. of their operating income from infrastructure sector as per the audited accounts of theprevious financial year.” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016220 Omitted “proportionate to the holding of the InvIT s,” by Securities and Exchange Board of India (InfrastructureInvestment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.201650(i)(ii)(iii)(iv)(v)infrastructure projects, whetherunder-constructiondirectly or through 221[holdco and/ or] SPVs:Provided that investment in such assets shall not exceedten per cent. of the value of the 222[ InvIT assets];listed or unlisted debt of companies or body corporate ininfrastructure sector:Provided that this shall not include any investment madein debt of the 223[holdco and/ or SPV(s)];equity shares of companies listed on a recognized stockexchange in India which derive not less than eighty percent. of their operating income from infrastructure sectoras per the audited accounts of the previous financialyear;government securities;money market instruments, liquid mutual funds or cashequivalents;(c)if the conditions specified in clauses (a) and (b) are breached onaccount of market movements of the price of the underlyingassets or securities, the investment manager shall inform thesame to the trustee and ensure that the conditions as specified inthis regulation are satisfied within six months of such breach:Provided that the period may be extended to one year subject toapproval from investors in accordance with regulation 22.224[(5A) The investment conditions as specified at sub-regulation (4) and (5) ofregulation 18 and sub -regulation shall be complied at the time of Offerdocument/placement memorandum and therafter.](6)With respect to distributions made by the InvIT and the 225[holdco and/or]SPV,-(a)not less than ninety per cent. of net distributable cash flows of theSPV shall be distributed to the InvIT 226[/holdco]in proportion ofRegulations, 2016, w.e.f 30.11.2016Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201651its holding in the SPV subject to applicable provisions inCompanies Act, 2013 or Limited Liability Partnership Act, 2008;not less than ninety per cent. of net distributable cash flows of the InvIT shall be distributed to the unit holders;(b)227[(ba) with regard to distribution of net distributable cash flows by theholdco to the InvIT , the following shall be complied:(i) with respect to the cash flows received by the holdco fromunderlying SPVs, 100% of such cash flows received by theholdco shall be distributed to the InvIT ; and(c)(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 bedistributed by the holdco to the InvIT .]such distributions shall be declared and made not less than onceevery six months in every financial year in case of publicly offered InvIT s and not less than once every year in case of privatelyplaced InvIT s and shall be made not later than fifteen days fromthe date of such declaration;subject to 228[sub-]clause (c), such distribution shall be 229[***] inthe manner as mentioned in the offer document or placementmemorandum.(d)(7)If any infrastructure asset is sold by the InvIT or 230[holdco or] SPV or ifthe equity shares or interest in the 231[holdco/] SPV are sold by the InvIT ,–(a)if the InvIT 232[***] proposes to re-invest the sale proceeds intoanother infrastructure asset, it shall not be required to distributeany sales proceeds to the InvIT or to the investors;Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016229 Omitted “as per the dates and” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016232 Omitted “or SPV” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.201652(8)(9)(10)(11)(12)(b)If the InvIT 233[***] proposes not to invest the sales proceeds intoany other infrastructure asset 234[within a period of one year], itshall be require to distribute the same in accordance with sub-regulation (6).If the distributions are not made within fifteen days of declaration, thenthe investment manager shall be liable to pay interest to the unit holdersat the rate of fifteen per cent. per annum till the distribution is made andsuch interest shall be not be recovered in the form of fees or any otherform payable to the investment manager by the InvIT .An InvIT shall not invest in units of other InvIT s.An InvIT shall not undertake lending to any person 235[other than theholdco/ SPV(s) in which the InvIT has invested in]:Provided that investment in debt securities shall not be considered aslending.An InvIT shall hold an infrastructure asset for a period of not less thanthree years from the date of purchase of such asset by the InvIT , directlyor through 236[holdco and/or] SPV:Provided that this shall not apply to investment in securities of companies in infrastructure sector other than SPVs.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 morefavourable than those to the InvIT ;the investment shall not provide any rights to the person(s) whichshall prevent the InvIT from complying with the provisions ofthese regulations;the agreement with such person(s) shall include the minimumpercentage of distributable cash flows that will be distributed andentitlement of the InvIT to receive not less than pro ratadistributions and mode for resolution of any disputes between the InvIT and the other person(s).(b)(c)(13)(14)No schemes shall be launched under the InvIT .The Board may specify any additional conditions for investments by the InvIT as deemed fit.233 Omitted “or SPV” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2016, w.e.f 30.11.2016 |
| 19 (1)All related party transactions shall be on an arms-length basis inaccordance with relevant accounting standards, in the best interest ofthe unit holders, consistent with the strategy and investment objectivesof the InvIT.(2)(3)(4)All related party transactions of an InvIT shall be disclosed ,–(a)in the offer document or placement memorandum with respect toany such transactions entered into prior to the offer of units andany such proposed transactions subsequent to the offer;to the designated stock exchanges and unit holders periodicallyin accordance with the listing agreement and these regulations.(b)With respect to related party transactions with respect to 237[***] InvITsentered into after initial 238[public] offer, if,–(a)the total value of all the related party transactions, in a financialyear, pertaining to acquisition or sale of assets 239[whetherdirectly or through holdco or through SPV,] or investments intosecurities exceeds five per cent. of the value of 240[the] InvIT241[assets]; orthe value of the funds borrowed from related parties, in a financialyear, exceeds five per cent. of the total consolidated borrowingsof the InvIT 242[,holdco and the SPV(s)],(b)approval from the unit holders shall be obtained prior to entering into anysuch subsequent transaction with any related party in accordance withregulation 22.Transaction between two or more of the InvITs with a commoninvestment manager or sponsor, shall be deemed to be related partytransactions for each of the InvITs and provisions of regulation 19 shallapply:237 Omitted “publicly offered” by Securities and Exchange Board of India (Infrastructure Investment Trusts)(Amendment) Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201654(5)(6)Provided that this sub-regulation shall also apply if the investmentmanagers or sponsors of the InvITs are different entities but areassociates.With respect to any related party transaction, details of any fees orcommissions received or to be received by 243[such related party (ies)]shall be adequately disclosed to the designated stock exchanges.Where any of the related parties have an interest in a business whichcompetes or is likely to compete, either directly or indirectly, with theactivities of the InvIT, the following details shall be disclosed in the offerdocument or placement memorandum ,–(a)details of the such business including an explanation as to howsuch business shall compete with the InvIT;a declaration that the related party shall perform its duty inrelation to the InvIT independent of its related business;declaration as to whether any acquisition of such business by theInvIT is intended and if so, details of the same thereof.(b)(c)(7) |
| null (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).] 245[(2)] The aggregate consolidated borrowings and deferred payments of the InvIT 246[, holdco and the SPV(s),] net of cash and cash equivalents shall 247[not] exceed 248[seventy] per cent. of the value of the InvIT assets. Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 Regulations, 2017, w.e.f. 15.12.2017 245 Re-numbered ibid. Regulations, 2016, w.e.f 30.11.2016 (Amendment) Regulations, 2019, w.e.f. 22.4.2019 248 Substituted ibid for the words “forty nine”. 55 249[(3)] If the aggregate consolidated borrowings and deferred payments of the InvIT 250[, 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,–251[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 inRegulation 22.b) above forty nine percent, an InvIT shall -(i) obtain a credit rating of “AAA” or equivalent for its consolidatedborrowing and the proposed borrowing, from a credit rating agencyregistered with the Board ;(ii) utilize the funds only for acquisition or development ofinfrastructure 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, inthe years preceding the financial year in which the enhancedborrowings are proposed to be made;(iv) obtain the approval of unitholders in the manner specified in sub-regulation (5A) of regulation 22.] 252[(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. Valuation of assets 249 Re-numbered by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 Regulations, 2016, w.e.f 30.11.2016 251 Substituted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019. prior to the substitution, clauses (a) and (b) read as follows: “(a) credit rating shall be obtained from a credit rating agency registered with the Board ; and(b)approval of unit holders shall be obtained in the manner as specified in regulation 22.”252 Re-numbered by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) |
| 21 (1)(2)(3)(4)(5)(6)(7)The valuer shall not be an associate of the sponsor(s) or investmentmanager or trustee and shall have not less than five years of experiencein valuation of infrastructure assets.Full valuation includes a detailed valuation of all assets of the InvIT bythe valuer including physical inspection of every infrastructure project bythe valuer.Full valuation report shall include the mandatory minimum disclosuresas specified in Schedule V.A full valuation shall be conducted by the valuer not less than once inevery financial year:Provided that such full valuation shall be conducted at the end of thefinancial year ending March 31st within two months from the date of endof such year.A half yearly valuation of the assets of the InvIT shall be conducted bythe valuer for the half-year ending September 30th for a publicly offeredInvIT for incorporating any key changes in the previous six months andsuch half yearly valuation report shall be prepared within one month fromthe date of end of such half year:253[Provided that in case the consolidated borrowings and deferredpayments of an InvIT, in terms of Regulation 20, is above forty nine percent, the valuation of the assets of such InvIT shall be conducted by thevaluer for quarter ending June, September and December, forincorporating any key changes in the previous quarter and suchquarterly report shall be prepared within one month from the date of theend of such quarter.]Valuation reports received by the investment manager shall besubmitted by the investment manager to the designated stockexchanges within fifteen days from the receipt of such valuation reports.Prior to any issue of units by publicly offered InvIT other than bonusissue, the valuer shall undertake full valuation of all the InvIT assets andinclude the same in the Offer Document:Provided that such valuation report shall not be more than six monthsold at the time of such offer:Provided further that this shall not apply in cases where full valuationhas been undertaken not more than six months prior to such issue andno material changes have occurred thereafter.Regulations, 2019, w.e.f. 22.4.201957(8)For any transaction of purchase or sale of infrastructure projects,whether directly or through 254[holdco and/or] SPVs, for publicly offeredInvITs,–(a) a full valuation of the specific project shall be undertakenby the valuer;(b) if,–(1)(2)in case of a purchase transaction, the asset isproposed to be purchased at a value greater thanhundred ten per cent of the value of the asset asassessed by the valuer;in case of a sale transaction, the asset is proposed tobe sold at a value less than ninety per cent. of the valueof the asset as assessed by the valuer,approval of the unit holders shall be obtained in accordancewith regulation 22.(9)No valuer shall undertake valuation of the same project for more thanfour years consecutively:Provided that the valuer may be reappointed after a period of not lessthan two years from the date it ceases to be the valuer of the InvIT.255[***](11)(12)In case of any material development that may have an impact on thevaluation of the assets of the InvIT, then investment manager of apublicly offered InvIT shall require the valuer to undertake full valuationof the infrastructure project under consideration within not more than twomonths from the date of such event and disclose the same to the trusteeand the designated stock exchanges within fifteen days of suchvaluation.The valuer shall not undertake valuation of any assets in which it haseither been involved with the acquisition or disposal within the last twelvemonths other than such cases where the valuer was engaged by theInvIT for such acquisition or disposal.Regulations, 2016, w.e.f 30.11.2016Regulations, 2017, w.e.f. 15.12.2017. Prior to the omission, the sub-regulation read as follows:“(10) Any valuation undertaken by any valuer shall be in compliance with by international valuation standards andvaluation standards as may be specified by Institute of Chartered Accountants of India for valuation ofinfrastructure assets or such other valuation standards as may be specified by the Board :Provided that in case of any conflict, standards specified by Institute of Chartered Accountants of India shallprevail.” |
| 22 (1)The unit holder shall have the rights to receive income or distributionsas provided for in the offer document or placement memorandum.(2)With respect to any matter requiring approval of the unit holders,-(a)(b)(c)(d)(e)a resolution shall be considered as passed when the votes castby unit holders, so entitled and voting, in favour of the resolutionexceed a certain percentage as specified in these regulations, ofvotes cast against;the voting may also be done by postal ballot or electronic mode;a notice of not less than twenty one days shall be provided to theunit holders;voting by any person who is a related party in such transaction aswell as associates of such person(s) shall not be considered onthe specific issue;investment manager shall be responsible for all the activitiespertaining to conducting of meeting of the unit holder, subject tooverseeing by the trustee:Provided that in issues pertaining to the investment managersuch as change in investment manager including removal of theinvestment manager or change in control of the investmentmanager,trustee shall convene and handle all activitiespertaining to conduct of the meetings:Provided further that in respect of issues pertaining to the trusteeIncluding change in the trustee, the trustee shall not be involvedin any manner in the conduct of the meeting.(3)256[For an] InvITs,–(a)an annual meeting of all unit holders shall be held not less thanonce a year within one hundred twenty days from the end ofInvestment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.201659(4)(b)financial year and the time between two meetings shall notexceed fifteen months;with respect to the annual meeting of unit holders,–(i) any information that is required to be disclosed to the unitholders and any issue that, in the ordinary course ofbusiness, may require approval of the unit holders may betaken up in the meeting including,–(1)(2) approval of auditor and fees of such auditor, as may belatest annual accounts and performance of the InvIT;required;latest valuation reports;(3)(4) appointment of valuer, as may be required;(5) any other issue;(ii) for any issue taken up in such meetings which requireapproval from the unit holders other than as specified in sub-regulation (6) under, votes cast in favour of the resolutionshall 257[ be more than] the votes cast against the resolution;In case of,–(a)(b)any approval from unit holders required under regulation 18, 19and 21;any transaction, other than any borrowing , value of which is equalto or greater than twenty five per cent. of the InvIT assets;258[(c) any borrowing in terms of the limit specified under clause (a) of(d)(e)(f)sub-regulation (3) of regulation 20;]any issue of units after 259[ initial public offer by an InvIT] , inwhatever form, other than any issue of units which may beconsidered by the Board under sub-regulation (5);increasing period for compliance with investment conditions toone year in accordance with clause (c) of sub-regulation (5) ofregulation 18;any issue, in the ordinary course of business, which in the opinionof the sponsor(s) or trustee or investment manager , is materialand requires approval of the unit holders, if any;(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016258 Substituted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment)Regulations, 2019, w.e.f. 22.4.2019. Prior to substitution, clause (c) read as follows:“(c) any borrowing in excess of specified limit as required under sub-regulation (2) of regulation 20;”(Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.201660(5)260[(fa)(g)de-classification of the status of sponsor;]any issue for which the Board or the designated stock exchangesrequires such approval under this sub-regulation,approval from unit holders shall be required where votes cast in favourof the resolution shall 261[be more than] the votes cast against theresolution.In case of,–(a)any change in investment manager including removal of theinvestment manager or change in control of the investmentmanager;any material change in investment strategy or any change in themanagement fees of the InvIT;the 262[***] 263[trustee and] investment manager proposing to seekdelisting of units of the InvIT 264[under clause (e) of sub-regulation(1) of regulation 17];any issue, not in the ordinary course of business, which in theopinion of the sponsor(s) or investment manager or trusteerequires approval of the unit holders;any issue for which the Board or the designated stock exchangesrequires approval under this sub-regulation;any issue taken up on request of the unit holders including,–(i)removal of the investment manager and appointment ofanother investment manager to the InvIT;(b)(c)(d)(e)(f)(ii) removal of the auditor and appointment of another auditor tothe InvIT;(iii) removal of the valuer and appointment of another valuer tothe InvIT;(iv) delisting of an InvIT, if the unit holders have sufficient reasonto believe that such delisting would act in the interest of theunit holders;(v) any issue which the unit holders have sufficient reason tobelieve that is detrimental to the interest of the unit holders;Regulations, 2020, w.e.f 16.06.2020Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016(Amendment) Regulations, 2019, w.e.f. 22.4.2019263 Inserted ibidRegulations, 2019, w.e.f. 22.4.201961(vi) change in the trustee if the unit holders have sufficient reasonto believe that acts of such trustee is detrimental to theinterest of the unit holders,approval from unit holders shall be required where votes cast in favourof the resolution shall not be less than 265[one and a half] times the votescast against the resolution:266[***]267[(5A) 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. ofthe unit holders by value shall be obtained.(5B) For delisting of units of InvIT in terms of clause (ea) of sub-regulation (1) ofregulation 17, approval from not less than ninety per cent. of the unit holders byvalue shall be required and exit shall be provided to dissenting unitholders.]268[(5C) 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 personand 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 seventyfive per cent. of the unit holders by value excluding the value of units held by partiesrelated to the transaction, is obtained:Provided that if the required approval is not received, the person acquiring theunits shall provide an exit option to the dissenting unit holders to the extent andin 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; |
| 23 (1)(b)(c)on receipt of such application, the trustee shall require the issue with the investment manager to place the issue for voting in themanner as specified in these regulations;with respect to sub-clause (vi), not less than sixty per cent. of theunit holders by value shall apply , in writing, to the trustee for thepurpose.In case of any change in sponsor or inducted sponsor or change incontrol of sponsor or inducted sponsor, -(a)prior to such change, approval from seventy five per cent. of theunit holders by value excluding the value of units held by partiesrelated to the transaction shall be obtained(b) if the required approval is not received,-(i) in case of change of sponsor or inducted sponsor, theproposed inducted sponsor shall provide the dissenting unitholders an option to exit by buying their units in the mannerspecified by the Board;(ii) in case of change in control of the sponsor or inductedsponsor, the said sponsor or inducted sponsor shall providethe dissenting unit holders an option to exit by buying theirunits in the manner specified by the Board;change due to entry of a new sponsor with or without exit of anexisting sponsor.]A privately placed InvIT shall ensure that the disclosures in theplacement memorandum are in accordance with the sub-regulation (4)of regulation 15 and any circulars or guidelines issue d by the Board inthis regard.(2)(3)A publicly offered InvIT shall ensure that the disclosures in the offerdocument are in accordance with the Schedule III and any circulars orguidelines issue d by the Board in this regard.The investment manager of all InvIT s shall submit an annual report toall unit holders electronically or by physical copies and to the designatedstock exchanges within three months from the end of the financial year.Regulations, 2020, w.e.f 16.06.2020.63(4)(5)(6)The investment manager of shall submit a half-yearly report to thedesignated stock exchange within forty five days from the end of 270[***]half year ending 271[***] September 30th:272[Provided that for any InvIT , whose units are listed and whoseconsolidated borrowings and deferred payments, in terms of regulation20, is above forty nine per cent., such InvIT shall also submit a quarterlyreport to the designated stock exchange within thirty days from the endof every quarter ending June and December.]273[Annual/ half yearly /quarterly reports shall contain disclosures asspecified under Part-A, Part-B and Part-C, respectively, of Schedule IV.]The investment manager shall disclose to the designated stockexchanges any information having bearing on the operation orperformance of the InvIT as well as price sensitive information whichincludes but is not restricted to the following,–(a)acquisition or disposal of any projects, directly or through 274[holdco or] SPV, value of which exceeds five per cent. of value ofthe InvIT assets;additional borrowing, at level of 275[holdco or] SPV or the InvIT ,exceeding fifteen per cent. of the value of the InvIT assets ;additional issue of units by the InvIT ;details of any credit rating obtained by the InvIT and any changein such rating;any issue which requires approval of the unit holders;any legal proceedings which may have significant bearing on thefunctioning of the InvIT ;notices and results of meetings of unit holders,any instance of non-compliance with these regulations includingany breach of limits specified under the regulations;any material issue that in the opinion of the investment manageror trustee needs to be disclosed to the unit holders.(b)(c)(d)(e)(f)(g)(h)(i)(Amendment) Regulations, 2019, w.e.f. 22.4.2019271 Words and number “March 31st and” omitted ibid.Regulations, 2019, w.e.f. 22.4.2019273 Substituted ibid. Prior to the substitution, sub-regulation (5) read as follows:“Such annual and half yearly reports shall contain disclosures as specified under Schedule IV.”Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201664(7)(8)(9)The InvIT shall also submit such information to the designated stockexchanges and unit holders on a periodical basis as may be requiredunder the listing agreement.The InvIT shall disclose to the designated stock exchanges, unit holders |
| 24 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. |
| 25 (1)The Board may at any time call for any information from the InvIT or276[holdco or SPV(s)] parties to the InvIT or 277[holdco or SPV(s)] any unitholder or any other person with respect to any matter relating to activity ofthe InvIT.(2) Where any information is called for under sub-regulation (1), it shall befurnished within the time specified by the Board. |
| 26 (1)The investment manager shall maintain records pertaining to the activity ofthe InvIT, wherever applicable, including,–(a)(b)(c)(d)(e)(f)all investments or divestments of the InvIT and documentssupporting the same including rationale for such investments ordivestments;agreements entered into by the InvIT or on behalf of the InvIT;documents relating to appointment of persons as specified insub-regulation (5) of regulation 10;insurance policies for infrastructure assets;investment management agreement;documents pertaining to issue and listing of units includingplacement memorandum, draft and final offer document, in-Regulations, 2016, w.e.f 30.11.2016Regulations, 2016, w.e.f 30.11.201665principle approval by designated stock exchanges, listingagreement with the designated stock exchanges, details ofsubscriptions, allotment of units, etc;distributions declared and made to the unit holders;disclosures and periodical reporting made to the trustee, Board,unit holders and the designated stock exchanges includingannual reports, half yearly reports, etc.;valuation reports including methodology of valuation;books of accounts and financial statements;audit reports;reports relating to activities of the InvIT placed before the boardof directors of the investment manager;unit holders' grievances and actions taken thereon includingcopies of correspondences made with the unit holder and theBoard, if any;any other material documents;(g)(h)(i)(j)(k)(l)(m)(n)(2)The trustee shall maintain records , wherever applicable, pertaining to,–(a)(b)(c)(d)(e)(f)(g)(h)(i)certificate of registration granted by the Board;registered trust deed;documents pertaining to application made to the Board forregistration as an InvIT;titles of the infrastructure assets:Provided that where the original title documents are depositedwith the lender or any other person in respect of any loan or debt,the trustee shall maintain copies of such title documents;notices and agenda send to unit holders for meetings held;minutes of meetings and resolutions passed therein;periodical reports and disclosures received by the trustee fromthe investment manager;disclosures, periodically or otherwise, made to the Board, unitholders and the designated stock exchanges;any other material documents.(3)The aforesaid records may be maintained in physical or electronic form: |
| 26A Applicability(1) The provisions of this chapter shall apply to an InvIT, which proposes to issueunits 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 listedon recognised stock exchanges.(3) All the provisions of these regulations applicable to an InvIT, whose units areprivately placed and listed or proposed to be listed, shall be applicable to an InvITissuing units/who has issued units under the provisions of this chapter, except forthe following -(a)(b)(c)(d)(e)(f)(g)(h)(i)sub-regulation (4), (9),(10) and (22) of regulation 10;sub-regulation (1A) and (2) of regulation 14;regulation 16;regulation 17;regulation 20;sub-regulation (6) of regulation 21;sub-clause (iv) of clause (f) of sub-regulation (5) of regulation 22;regulation 23;sub-regulation (15) of regulation 9 in respect of obtaining priorapproval of the Board for any change in the investment manager;(j)sub-regulation (17) of regulation 9 in respect of obtaining priorapproval of the Board in case of change in control of the investment |
| 26B Raising of funds and investments(1) An InvIT raising funds by way of a private placement in terms of the provisionsof this Chapter–(a)shall do it through a placement memorandum;67(b)shall raise funds only from institutional investors and bodycorporates, whether Indian or foreign:Provided that in case of foreign investors, such investment shall besubject to guidelines as may be specified by the Reserve Bank ofIndia and the Government from time to time;(c)shall not accept from an investor, an investment of value lessthan rupees one crore;(d)(e)shall not raise funds from more than twenty investors;shall file a placement memorandum with the Board alongwith the feeas specified in Schedule II, atleast 5 days prior to opening of theissue;(f)shall file the final placement memorandum with the Board within aperiod of ten working days from the date of allotment of the units tothe investors;(g)invest not less than eighty per cent of the value of the InvIT assets ineligible infrastructure projects either directly or through holdcos orthrough SPVs:Provided that un-invested funds may be invested in instruments asprovided under sub-clause (ii), (iii), (iv) and (v) of clause (b) of sub-regulation 5 of Regulation 18. |
| 26C Disclosures(1) An InvIT issuing units as per the provisions of this Chapter shall ensure that thedisclosures 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-yearlyreport and valuation report to the trustee and unit holders of the InvIT , eitherelectronically or through physical copies.68(3) The annual and half yearly reports shall contain disclosures as specified underSchedule IV, to the extent applicable.(4) The investment manager shall disclose to the trustee and unitholders anyinformation having bearing on the operation or performance of the InvIT whichincludes but is not restricted to the following–(a)acquisition or disposal of any projects, directly or through holdco orSPV, value of which exceeds five per cent. of value of the InvIT assets;additional issue of units by the InvIT ;details of any credit rating obtained by the InvIT and any change insuch rating;any issue which requires approval of the unit holders;any legal proceedings which may have significant bearing on the(b)(c)(d)(e)functioning of the InvIT ;(f)notices and results of meetings of unit holders,(g)any instance of non-compliance with these regulations including anybreach of limits specified under the regulations;(h)any material issue that in the opinion of the investment manager or |
| 26D General(1) The investment manager shall be responsible for all activities pertaining to theissue of units including filing of placement memorandum with the Board anddealing with all matters relating to the allotment of units to the unit holders.(2) The investment manager shall ensure that disclosures made in the placementmemorandum contains material, true, correct and adequate disclosures and arein accordance with these regulations and guidelines or circulars issued by theBoard.69(3) The investment manager shall ensure that the investments made by the InvITare in accordance with the investment conditions as specified in this Chapter andin accordance with the investment strategy of the InvIT.(4) The investment manager shall ensure that the audit of accounts of the InvIT isdone not less than once a year and such report is submitted to the trustee and |
| 26E Surrender of certificate(1) An InvIT which has issued units as per the provisions of this Chapter, maychoose to surrender its certificate of registration to the Board and on acceptanceof surrender of certificate of registration, it shall no longer undertake the activity ofan InvIT .(2) The InvIT and parties to the InvIT shall continue to be liable for all their acts ofomissions and commissions with respect to activities of the InvIT notwithstanding |
| 26F Listing of units 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 |
| 27 The Board may suo motu or upon receipt of information or complaint appoint one or more persons as inspecting officers to undertake inspection of the books of 70 accounts, records and documents relating to activity of the InvIT 279[ 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 beingmaintained by the InvIT or parties to the InvIT in the manner specified inthese regulations;(b)to inspect into complaints received from unit holders, clients or any otherperson, on any matter having a bearing on the activities of the InvIT;(c)to ascertain whether the provisions of the Act and these regulations arebeing complied with by the InvIT and parties to the InvIT ; and(d)to inspect suo motu into the affairs of the InvIT, in the interest of thesecurities market or in the interest of investors . |
| 28 (1) Before ordering an inspection under regulation 27, the Board shall give notless than ten days notice to the trustee of the InvIT.(2)Notwithstanding anything contained in sub-regulation (1), where the Boardis satisfied that in the interest of the investors no such notice should begiven, it may, by an order in writing, direct that the inspection of the affairsof the InvIT be taken up without such notice.(3)During the course of an inspection, the InvIT against whom the inspectionis being carried out and parties to the InvIT shall be bound to discharge theirobligations as provided in regulation 29.Obligation of InvIT, parties to the InvIT and any other associate persons on |
| 29 (1)It shall be the duty of every InvIT in respect of whom an inspection has beenordered under the regulation 27, parties to the InvIT and any other associateperson who is in possession of relevant information pertaining to conductRegulations, 2016, w.e.f 30.11.201671and affairs of such InvIT , including representative of InvIT , if any, to produceto the inspecting officer such books, accounts and other documents in hiscustody or control and furnish him with such statements and information asthe inspecting officer may require for the purposes of inspection .(2)It shall be the duty of every InvIT , parties to the InvIT and any otherassociate person who is in possession of relevant information pertaining toconduct and affairs of the InvIT to give to the inspecting officer all suchassistance and to extend all such co-operation as may be required inconnection with the inspection and to furnish such information as may besought by the inspecting officer in connection with the inspection .(3)The inspecting officer shall, for the purposes of inspection , have power toexamine on oath and record the statement of any employees and directorsof the InvIT 280[***] parties to the InvIT or 281[ or holdco or SPV(s)] any personresponsible for or connected with the activities of InvIT or any otherassociated person having relevant information pertaining to such InvIT .(4)The inspecting officer shall, for the purposes of inspection , have power toobtain authenticated copies of documents, books, accounts of InvIT , fromany person having control or custody of such documents, books oraccounts. |
| 30 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. Communication of findings etc. to the InvIT 280 Omitted “or” by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 Regulations, 2016, w.e.f 30.11.2016 |
| 31 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(b)(c)(d)its certificate of registration;requiring the InvIT to wind up;requiring the InvIT to sell its assets;requiring the InvIT or parties to the InvIT to take such action as may be inthe interest of the investors;(e)prohibiting the InvIT or parties to the InvIT from operating in the capital |
| 32 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. |
| 32A (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 73 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 . |
| 32A (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. 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 |
| 33 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. |
| 33A 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 orclass of listed entities; orRegulations, 2016, w.e.f 30.11.201674(d) the non-compliance was caused due to factors beyond the control ofthe issuer; orany provision of Act(s), Rule(s), regulation(s) under which the listed entity is establishedor is governed by, is required to be given precedence to.] |
| 34 The Board may lay down framework for InvITs other than the InvITs falling in the categories specified in these regulations. |