Real_Estate_Investment_Trusts_Jun16

Real_Estate_Investment_Trusts_Jun16_2020
3 (1) No person shall act as a REIT unless it is registered with the Board under theseregulations.
3 (2) An application for grant of certificate of registration as REIT shall be made, by the sponsor 41[on behalf of the trust] in Form A as specified in the Schedule I to these regulations and shall be accompanied by a non-refundable application fee of such amount and shall be payable in the manner as specified in Schedule II to these regulations.
3 (3) The Board may, in order to protect the interests of investors , appoint any person to take charge of records , documents of the 42[REIT] and for this purpose, also determine the terms and conditions of such an appointment.
3 (4) The Board shall take into account requirements as specified in these regulations for the purpose of considering grant of registration. Eligibility criteria. “"value of the REIT" means value of the REIT as certified by the auditor based on the value of REIT assets held directly or through the SPV excluding any debt or liabilities thereof;”
4 (1) For the purpose of the grant of certificate to 43[the trust], the Board shall consider all matters relevant to the activities as a REIT.
4 (2) Without prejudice to the generality of the foregoing provision, the Board shall consider the following, namely, -(a) the applicant is 44[the sponsor on behalf of] trust and the instrument of trust is in theform of a deed duly registered in India under the provisions of the Registration Act,1908;(b) the trust deed has its main objective as undertaking activity of REIT in accordance withthese regulations and includes responsibilities of the Trustee in accordance withregulation 9;(c) persons have been designated as sponsor(s), manager and trustee under theseregulations and all such persons are separate entities;(d) with regard to sponsor(s),-(i) 45[each sponsor shall hold or propose] to hold not less than five per cent. of thenumber of units of the REIT on post-initial offer basis;46[(ia) each sponsor and sponsor group shall be clearly identified in theapplication of registration to the Board and in the offer document /placementmemorandum, as applicable:Provided that, for each sponsor group not less than one person shall beidentified as a sponsor;]47[Provided further that, of the entities categorized as sponsor group, only thefollowing entities may be considered:a) a person or entity who is directly or indirectly holding an interestor shareholding in any of the assets or SPVs or holdcos proposedto be transferred to the REIT.
30 11.2016 52 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (h) read as under : “there are no multiple classes of units of REIT;” (Amendment) Regulations, 2018, w.e.f. 10.04.2018. (Amendment) Regulations, 2017, w.e.f. 15.12.2017. 14(l) whether any disciplinary action has been taken by the Board or any other regulatoryauthority against the 55[REIT or the parties to the REIT or their directors/members ofgoverning board] under any Act or the regulations or circulars or guidelines madethereunder.
5 (1) The Board may require the applicant to furnish any such information or clarification as may be required by it for the purpose of processing of the application.
5 (2) The Board, if it so desires, may require the applicant or any authorized representative to appear before the Board for personal representation in connection with the grant of certificate.
6 (1) The Board on being satisfied that the 56[trust] fulfils, the requirements specified in regulation 4 shall send intimation to the [trust] and on receipt of the payment of registration fees as specified in Schedule II, grant certificate of registration in Form B under Schedule I.
6 (2) The registration may be granted with such conditions as may be deemed appropriate by the Board.
null (1) De-classification of the status of a sponsor(s) of a REIT whose units have been listed on the stock exchanges for a period of three years shall be permitted upon receipt of an application from the REIT and subject to compliance with the following conditions:(a) the unit holding of such sponsor and its associates taken together does not exceed 10%of the outstanding units of the REIT;(b) the manager of the REIT is not an entity controlled by such sponsor or its associates;(c) the sponsor or its associates are not fugitive economic offender;(d) approval of unit holders has been obtained in accordance with sub-regulation 5 ofRegulation 22.]
8 (1) After considering an application made under regulation 3, if the Board is of the opinion that a certificate should not be granted to the 58[trust], it may reject the application after giving the applicant a reasonable opportunity of being heard.
8 (2) The decision of the Board to reject the application shall be communicated to the applicant
16 06.2020. Prior to its omission, the sub-regulation read as under : “(5) If re-designated sponsor(s) propose(s) to sell its units to any another person, conditions specified under clauses (b), and (c) of sub-regulation (4) shall be complied with.” 24(c) The valuer(s) shall ensure that it has sufficient key personnel with adequateexperience and qualification to perform property valuations at all times;(d) The valuer(s) shall ensure that it has sufficient financial resources to enable it toconduct its business effectively and meet its liabilities;(e) The valuer(s) and any of its employees involved in valuing of the assets of the REIT,shall not,-(i) invest in units of the REIT or in the assets being valued; and(ii) sell the assets or units of REITs held prior to being appointed as the valuer,till the time such person is designated as valuer of such REIT and not less than sixmonths after ceasing to be valuer of the REIT;(f) The valuer(s) shall conduct the valuation of the REIT assets with transparency andfairness and shall render, at all times, high standards of service, exercise duediligence, ensure proper care and exercise independent professional judgment;(g) The valuer(s) shall act with independence, objectivity and impartiality in performing the valuation;(h) The valuer(s) shall discharge its duties towards the REIT in an efficient andcompetent manner, utilizing his knowledge, skills and experience in best possibleway to complete given assignment;(i) The valuer(s) shall not accept remuneration , in any form, for performing a valuationof the REIT assets from any person other than the REIT or its authorizedrepresentative;(j) The valuer(s) shall before accepting any assignment , 92[from any related party tothe REIT, shall] disclose to the REIT any direct or indirect consideration which thevaluer may have in respect of such assignment;(k) The valuer shall disclose to the trustee , any pending business transactions, contractsunder negotiation and other arrangements with the manager or any other partywhom the REIT is contracting with and any other factors that may interfere withthe valuer’s ability to give an independent and professional valuation of theproperty;25(l) The valuer(s) shall not make false, misleading or exaggerated claims in order tosecure assignments;(m) The valuer(s) shall not provide misleading valuation , either by providing incorrectinformation or by withholding relevant information;(n) The valuer(s) shall not accept an assignment that includes reporting of the outcomebased on predetermined opinions and conclusions required by the REIT;(o) The valuer(s) shall, prior to performing a valuation , acquaint itself with all laws orregulations relevant to such valuation.
9 (1) The trustee shall hold the REIT assets in trust for the benefit of the unit holders in accordance with the trust deed and these regulations.
9 (2) The Trustee shall enter into an investment management agreement with the manager on behalf of the REIT.
9 (3) The trustee shall oversee activities of the manager in the interest of the unit holders, ensure that the manager complies with regulation 10 and shall obtain compliance certificate from the manager in the form as may be specified on a quarterly basis.
9 (4) The trustee shall ensure that the manager complies with the reporting and disclosures requirements in these regulations and in case of any delay or discrepancy, require the manager to rectify the same on an urgent basis.
9 (5) The trustee shall review the transactions carried out between the manager and its associates and where the manager has advised that there may be a conflict of interest, shall obtain confirmation from a practising chartered accountant 59[or a valuer, as applicable,] that such transaction is on arm's length basis.
9 (6) The trustee shall periodically review the status of unit holders' complaints and their redressal undertaken by the manager.
9 (7) The trustee shall make distributions in accordance with sub-regulation (16) of regulation 18 and ensure that the manager makes timely declaration of distributions to the unit holders.
9 (8) The trustee may require the manager to set up such systems and submit such reports to the trustees, as may be necessary for effective monitoring of the performance and functioning of the REIT.
9 (9) The trustee shall ensure that subscription amount is kept in a separate bank account in name of the REIT and is only utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed.
9 (10) The trustee shall ensure that the remuneration of the valuer is not linked to or based on the value of the asset being valued.
9 (11) The trustee shall ensure that the manager convenes meetings of the unit holders in accordance with these regulations and oversee the voting by unitholders and declare outcome of the voting. 17
9 (12) The trustee may take up with the Board or with the designated stock exchange , any matter which has been approved in an annual meeting or special meeting, if the matter requires suchaction.
9 (13) In case of any change in manager due to removal or otherwise,-(a) prior to such change, the trustee shall obtain approval from unit holders inaccordance with regulation 22 and approval from the Board;(b) the trustee shall appoint the new manager within three months from the date oftermination of the earlier investment management agreement;(c) the previous manager shall continue to act as such at the discretion of trustee tillsuch time as new manager is appointed;(d) the trustee shall ensure that the new manager shall stand substituted as a party inall the documents to which the earlier manager was a party;(e ) the trustee shall ensure that the earlier manager continues to be liable for all its actsof omissions and commissions notwithstanding such termination.
9 (14) The trustee shall obtain prior approval from the unit holders in accordance with regulation 22 and from the Board in case of change in control of the manager.
9 (15) The trustee 60[of the REIT” shall be substituted] shall not invest in units of the REIT in which it is designated as the trustee.
9 (16) The trustee shall ensure that the activity of the REIT is being operated in accordance with the provisions of the trust deed, these regulations, the offer document and if any discrepancy is noticed, shall inform the same to the Board immediately in writing.
9 (17) The trustee shall provide to the Board and to the designated stock exchange such information as may be sought by the Board or by the designated stock exchange pertaining to the activity of the REIT.
9 (18) The trustee shall immediately inform to the Board in case any act which is detrimental to the interest of the unit holders is noted. 2016, w.e.f. 30.11.2016
10 (1) The manager shall make the investment decisions with respect to the underlying assets of the REIT including any further investment or divestment of the assets.
10 (2) The manager shall ensure that the real estate assets of the REIT or 61[holdco and/or] SPV have proper legal and marketable titles and that all the material contracts including rental or lease agreements entered into on behalf of REITs or 62[holdco and/or] SPV are legal, valid, binding and enforceable by and on behalf of the REIT or 63[holdco and/or] SPV.
10 (3) The manager shall ensure that the investments made by the REIT are in accordance with the investment conditions specified in regulation 18 and in accordance with the investment strategy of the REIT.
10 (4) The manager shall undertake management of the REIT assets including lease management, maintenance of the assets, regular structural audits , regular safety audits, etc. either directly or through the appointment and supervision of appropriate agents.
10 (5) The manager, in consultation with trustee, shall appoint the valuer(s), auditor, registrar and transfer agent, merchant banker, custodian and any other intermediary or service provider or agent for managing the assets of the REIT or for offer and listing of its units or any other activity pertaining to the REIT in a timely manner and in accordance with these regulations.
10 (6) The manager shall appoint an auditor for a period of not more than five consecutive years: Provided that the auditor , not being an individual, may be reappointed for a period of another five consecutive years, subject to approval of unit-holders in the annual meeting.
10 (7) The manager shall arrange for adequate insurance coverage for the real estate assets of the REIT: Provided that in case of assets held by 64[holdco and/or] SPV, the manager shall ensure that real estate assets are adequately insured.
10 (8) If the REIT invests in under-construction properties as per these regulations, the manager-(a) may undertake the development of the properties , either directly or through theSPV, or appoint any other person for development of such properties ; and19(b) shall oversee the progress of development, approval status and other aspects of the properties upto its completion.
10 (9) The manager shall ensure that it has adequate infrastructure and sufficient key personnel with adequate experience and qualification to undertake management of the REIT at all times.
10 (10) The manager 65[and the merchant banker(s) shall] shall be responsible for,-(a) filing 66[***] offer document with the Board and the designated stock exchangewithin the specified time period;(b) obtaining in-principle approval 67[and final listing and trading approvals] from thedesignated stock exchange;(c) dealing with all matters relating to issue and listing of the units of the REIT asspecified in Chapter IV.
10 (11) The manager 68[and the merchant banker(s),] shall ensure that disclosures made in the offer document or any other document as may be specified by the Board contain material, true, correct and adequate disclosures and are in accordance with these regulations and guidelines or circulars issued thereunder.
10 (12) The manager shall declare distributions to the unit holders in accordance with the sub- regulation (16) of regulation 18.
10 (13) The manager shall ensure adequate and timely redressal of all unit holders' grievances pertaining to activities of the REIT.
10 (14) The manager shall ensure that the disclosures to the unit holders, Board, trustees and designated stock exchange are adequate, timely and in accordance with these regulations and guidelines or circulars issued thereunder.
10 (15) The manager shall provide to the Board and to the designated stock exchanges any such information as may be sought by the Board or the designated stock exchange pertaining to the activities of the REIT. 66 Omitted “the draft and final”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,w.e.f. 30.11.2016.20
10 (16) The manager shall ensure that adequate controls are in place to ensure segregation of its activity as manager of the REIT from its other activities.
10 (17) The manager or its associates shall not obtain any commission or rebate or any other remuneration, by whatever name called, arising out of transactions pertaining to the REIT other than as specified in the offer document or any other document as may be specified by the Board for the purpose of issue of units.
10 (18) The manager shall submit to the trustee,-(a) quarterly reports on the activities of the REIT including receipts for all fundsreceived by it and for all payments made, position on compliance with theseregulations, specifically including compliance with regulations 18,19 and 20,performance report, status of development of under-construction properties, withinthirty days of end of such quarter;(b) valuation reports as required under these regulations within fifteen days of thereceipt of the valuation report from the valuer;(c) decision to acquire or sell or develop any property or expand existing completedproperties along with rationale for the same;(d) details of any action which requires approval from the unit holders as requiredunder the regulations;(e) details of any other material fact including change of its directors, any legalproceedings that may have a significant bearing on the activity of the REIT withinseven working days of such action.
10 (19) In case the manager fails to timely submit to the trustee information or reports as specified under sub-regulation (18) of this regulation or sub-regulation (8) of regulation 9, the trustee shall intimate the same to the Board and the Board may take action, as it deems fit.
10 (20) The manager shall coordinate with trustee, as may be necessary, with respect to operations of the REIT.
10 (21) The manager shall ensure that the valuation of the REIT assets is done by the valuer(s) in accordance with regulatio n 21 . 21
10 (22) The manager shall ensure that computation of NAV of the REIT is based on the valuation done by the valuer and is declared no later than fifteen days from the date of valuation 69[ to the stock exchange(s)] and such computation shall be done and declared not less than once every six months.
10 (23) The manager shall ensure that the audit of accounts of the REIT by the auditor is done not less than 70[ once in a year] and such report is submitted to the designated stock exchange within 71[sixty] days of end of such financial year ending March 31st 72[***].
10 (24) The manager may appoint a custodian in order to provide such custodial services as may be authorised by the trustees and oversee activities of such custodian.
10 (25) The manager shall place, before its board of directors in the case of a company or the governing board in case of an LLP, a report on activity and performance of the REIT every three months.
10 (26) The manager shall designate an employee or director as the compliance officer for monitoring of compliance with these regulations and circulars issued thereunder and intimating the Board in case of any violation.
10 (27) The manager shall convene meetings of the unit holders in accordance with regulation 22 and maintain records pertaining to the meetings in accordance with regulation 26.
10 (28) The manager shall ensure the compliance with laws, as may be applicable, of the State or the local body with respect to the activity of the REIT including local building laws.
10 (29) The manager shall ensure that all activities of management of assets of the REIT and activities of the intermediaries or agents or service providers appointed by the manager are in accordance with these regulations and circulars issued thereunder. 2016, w.e.f. 30.11.2016w.e.f. 30.11.201672 Omitted “and half-year ending on September 30th”by the SEBI (Real Estate Investment Trusts) (Amendment)Regulations, 2016, w.e.f. 30.11.2016.22
11 (1) The sponsor(s) 74[and sponsor group(s)] shall set up the REIT and appoint the trustee of the REIT.
11 (2) The sponsor(s) 75[and sponsor group(s)] shall transfer or undertake to transfer, subject to a binding agreement and adequate disclosures in the initial offer 76[document], 77[their] entire shareholding or interest 78[and rights] in the 79[holdco and/or] SPV or entire ownership of the real estate assets to the REIT prior to allotment of units of the REIT to the applicants: Provided that this shall not apply to the extent of any mandatory holding of shares or interest 80[and rights] in the 81[holdco and/or] SPV by the sponsor(s) 82[and sponsor group(s)] as required 83[under] any Act or regulations or circulars or guidelines of government or regulatory authority as specified from time to time.
11 (3) With respect to holding of units in the REIT, 84[***]-(a) 85[the sponsor(s) and sponsor group(s) shall collectively] hold a minimum of twentyfive percent. of the total units of the REIT after initial offer on a post-issue basis:Provided that the minimum sponsor86[(s) and sponsor group(s)] holding specifiedin this clause shall be held for a period of atleast three years from the date oflisting of such units:76 Word ‘focument’ corrected to read as ‘document’ by the Securities and Exchange Board of India (Real Estate
30 11.2016 Regulations, 2018, w.e.f. 10.04.2018. Regulations, 2018, w.e.f. 10.04.2018. Regulations, 2018, w.e.f. 10.04.2018. 83 Inserted ibid. 84 Omitted“the sponsor(s) shall,” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,w.e.f. 30.11.2016.23Provided further that any holding of the sponsor 87[(s ) and sponsor group(s)]exceeding the minimum holding as specified in this clause, shall be held for aperiod of atleast one year from the date of listing of such units;(b) 88[*];(c) 89[].(4) 90[](5) 91[*]
12 The valuer(s) shall comply with the following conditions at all times-(a) The valuer(s) shall ensure that the valuation of the REIT assets is impartial, true andfair and is in accordance with regulation 21;(b) The valuer(s) shall ensure adequate and robust internal controls to ensure the
13 (1) The auditor shall conduct audit of the accounts of the REIT and prepare the audit report based on the accounts examined by him and after taking into account the relevant accounting and auditing standards, as may be specified by the Board.
13 (2) The auditor shall, to the best of his information and knowledge, ensure that the accounts and financial statements, including profit or loss and cash flow for the period and such other matters as may be specified, give a true and fair view of the state of the affairs.
13 (3) The auditor shall have a right of access at all times to the books of accounts and vouchers pertaining to activities of the REIT.
13 (4) The auditor shall have a right to require such information and explanation pertaining to activities of the REIT as he may consider necessary for the performance of his duties as auditor from the employees of REIT or parties to the REIT or 93[holdco or] SPV or any other person
14 (1) A REIT shall make an initial offer of its units by way of public issue only. 26
14 (2) No initial offer of units by the REIT shall be made unless,-(a) the REIT is registered with the Board under these regulations;(b) the value of 94[the REIT assets] is not less than five hundred crore rupees;of REIT in the underlying assets or 95[] SPVs;96[(ba) the minimum number of unit holders other than sponsor(s), its relatedparties and its associates forming part of public shall be not less than two hundred;]97[(bb) maximum subscription from any investor other than sponsor(s), its relatedparties and its associates shall not be more than 25 percent of the total unitcapital;](c) 98[***](d) the offer size is not less than two hundred and fifty crore rupees:Provided that the requirement of ownership of assets under clause (b) and size of REITunder clause (d) may be complied 99[at any point of time before allotment of units inaccordance with offer document/ placement memorandum ] subject to a binding agreement
16 (1) After the initial offer it shall be mandatory for all units of REITs to be listed on a recognized stock exchange having nationwide trading terminals within a period of twelve working days from the date of closure of the offer.
16 (2) The listing of the units of the REIT shall be in accordance with the listing agreement entered into between the REIT and the designated stock exchange. 142[(2A) In the event of non-receipt of listing permission from the stock exchange(s) or withdrawal of Observation Letter issued by the Board, wherever applicable, the units shall not be eligible for listing and the REIT shall be liable to refund the subscription monies, if any, to the respective allottees immediately alongwith interest at the rate of fifteen per cent. per annum from the date of allotment.]
16 (3) The units of the REIT listed in recognized stock exchanges shall be traded, cleared and settled in accordance with the bye-laws of concerned stock exchanges and such conditions as may be specified by the Board.
16 (4) Trading lot for the purpose of trading of units of the REIT shall 143[consist of 100 units].
16 (5) The REIT shall redeem units only by way of a buy-back or at the time of delisting of units.
16 (6) The units of REIT shall be remain listed on the designated stock exchange unless delisted under regulation 17.
16 (7) The minimum public holding for the units of the listed REIT shall be 144[ in accordance with the sub-regulation (2A) of Regulation 14], failing which action may be taken as may be specified by the Board and by the designated stock exchange including delisting of units under regulation 17: Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019. unit holders of the REIT forming part of the public shall be two hundred at all times” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 34 Provided that in case of breach of the conditions specified in this sub-regulation, the trustee may provide a period of six months to the manager to rectify the same, failing which the manager shall apply for delisting under Regulation 17.
16 (8) Any person other than the sponsor(s) holding units of the REIT prior to initial offer shall hold the units for a period of not less than one year from the date of listing of the units subject to circulars or guidelines as may be specified by the Board.
16 (9) The Board and designated stock exchanges may specify any other requirements pertaining to listing and trading of units of the REIT by issuance of guidelines or circulars.
30 11.2016 135 Omitted “or follow-on offer document” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 31(b) to applicants to the extent of oversubscription in case the moneys received is inexcess of the extent of over-subscription as specified in the 136[***] offerdocument:Provided that right to retain such over subscription cannot exceed twenty five percent. of the issue size;137[Provided further, that the offer document shall contain adequate disclosurestowards the utilisation of such oversubscription proceeds, if any, and such proceedsretained on account of oversubscription shall not be utilised towards generalpurposes.](c) to all applicants in case the number of subscribers to the initial offer forming partof the public is less than two hundred.(21) If the manager fails to allot, or list the units, or refund the money within the specified time,then the manager shall pay interest to the unit holders at fifteen per cent. per annum, till suchallotment/ listing/refund and such interest shall not be recovered in the form of fees or anyother form payable to the manager by the REIT.(22) Units may be offered for sale to public,-(a) if such units have been held by the existing unitholders for a period of at least oneyear prior to the filing of draft offer document with the Board :Provided that the holding period for the equity shares 138[, compulsorily convertiblesecurities (from the date such securities are fully paid-up)] or partnership interestin the 139[holdco and/or] SPV against which such units have been received shall beconsidered for the purpose of calculation of one year period referred in this sub-regulation:140[Provided further that the compulsorily convertible securities, whose holdingperiod has been included for the purpose of calculation for offer for sale, shall beconverted to equity shares of the holdco or SPV, prior to filing of offer document.]136 Omitted “initial offer document or follow-on” by the SEBI (Real Estate Investment Trusts) (Amendment)Regulations, 2016, w.e.f. 30.11.201632(b) subject to other circulars or guidelines as may be specified by the Board in thisregard.141[(22A) The amount for general purposes, as mentioned in objects of the issue in the draftoffer document filed with the Board , shall not exceed Ten per cent of the amount raised by theREIT by issuance of units.](23) If the REIT fails to make its initial offer within three years from the date of registrationwith the Board , it shall surrender its certificate of registration to the Board and cease to operateas a REIT:Provided that the Board , if it deems fit, may extend the period by another one year:Provided further that the REIT may later re-apply for registration, if it so desires.(24) The Board may specify by issue of guidelines or circulars any other requirements, as itdeems fit, pertaining to issue and allotment of units by a REIT.
15 (1) The Offer document of the REIT shall contain material, true, correct and adequate disclosures to enable the investors to make an informed decision .
15 (2) Without prejudice to the generality of sub-regulation (1), the offer document shall-(a ) include all information as specified in Schedule III to these regulations or as specifiedin any circulars or guidelines issued by the Board in this regard;(b) not be misleading and not contain any untrue statements or mis-statements;(c) not provide for any guaranteed returns to the investors;(d) include such other disclosures as may be specified by the Board.
15 (3) Any advertisement material relating to any issue of units of the REIT shall not be misleading and shall not contain anything extraneous to the contents of the offer document.
15 (4) If an advertisement contains positive highlights, it shall also contain risk factors with equal importance in all aspects including print size. 33
15 (5) The advertisements shall be in accordance with the offer document and any circulars or
17 (1) The manager shall apply for delisting of units of the REIT to the Board and the designated stock exchanges if,-(a) the public holding falls below the specified limit under sub-regulation (7) of regulation16;(b) 145[***](c) if there are no projects or assets remaining under the REIT for a period exceeding sixmonths and REIT does not propose to invest in any project in future:Provided that, the period may be extended by further six months, with the approval ofunit holders in the manner as specified in regulation 22;(d) the Board or the designated stock exchanges require such delisting for violation of thelisting agreement or these regulations or the Act;(e) the sponsor(s) or trustee requests such delisting and such request has been approved byunit holders in accordance with sub-regulation (6) of regulation 22;(f) unit holders apply for such delisting in accordance with regulation 22;(g) the Board or the designated stock exchanges require such delisting for violation of thelisting agreement, these regulations or the Act or in the interest of the unit holders.145 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.Prior to its omission, sub- clause (b) read as under :“the number of unit holders of the REIT forming part of the public falls below two hundred;”35
17 (2) The Board and the designated stock exchanges may consider such application for approval or rejection as may be appropriate in the interest of the unit holders.
17 (3) The Board, instead of requiring delisting of the units, if it deems fit, may provide additional time to the REIT or parties to the REIT to comply with regulations.
17 (4) The Board may reject the application for delisting and take any other action, as it deems fit, under these regulations or the Act for violation of the listing agreement or these regulations or the Act.
17 (5) The procedure for delisting of units of REIT including provision of exit option to the unit holders shall be in accordance with the listing agreement and in accordance with procedure as may be specified by the Board and by the designated stock exchanges from time to time.
17 (6) The Board may require the REIT to wind up and sell its assets in order to redeem units of the unit holders for the purpose of delisting of units and the Board may through circulars or guidelines specify the manner of such winding up or sale.
17 (7) After delisting of its units, the REIT shall surrender its certificate of registration to the Board and shall no longer undertake activity of a REIT: Provided that the REIT and parties to the REIT shall continue to be liable for all their acts of
18 (1) The Investment by a REIT shall only be in 146[holdco and/or] SPVs or properties or securities or TDR in India in accordance with these regulations and in accordance with the investment strategy as detailed in the offer document as may be amended subsequently.
18 (2) The REIT shall not invest in vacant land or agricultural land or mortgages other than mortgage backed securities: 36 Provided that this shall not apply to any land which is contiguous and extension of an existing project being implemented in stages.
18 (3) The REIT may invest in properties through SPVs subject to the following,-(a) no other shareholder or partner of the SPV shall 147[exercise] any rights thatprevents the REIT from complying with the provisions of these regulations 148[andan agreement 149[has been] entered into with such shareholders or partners to thateffect prior to investment in the SPV]:150[Provided that the shareholders’ agreement or partnership agreement shallprovide for an appropriate mechanism for resolution of disputes between theREIT and the other shareholders or partners in the SPV:Provided further that the provisions of these regulations shall prevail in case ofinconsistencies between such agreement(s) and the obligations cast upon a REITunder these regulations .]151[(b) the manager , in consultation with the trustee, shall appoint atleast suchnumber of nominees on the board of directors or the governing board of such SPVs,as applicable, which are in proportion to the shareholding or holding interest of theREIT in the SPV;](c) the manager shall ensure that in every meeting including annual general meetingof the SPV, the voting of the REIT is exercised 152[***].153[(3A) The REIT may invest in properties through holdco subject 154[to] the following,-(Amendment) Regulations, 2018, w.e.f. 10.04.2018.Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2018, w.e.f. 10.04.2018.151 Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the clause read as:“(b) the manager , in consultation with the trustee, shall appoint the majority of the Board of directors or governingboard of such SPVs[, as applicable;”152 Omitted “subject to provisions of Companies Act, 2013 ” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.37(a) the ultimate holding interest of the REIT in the underlying SPV(s) is not lessthan twenty six per cent;(b) no other shareholder or partner of the holdco or the SPV(s) shall 155[exercise]any rights that prevent the REIT, the holdco or the SPV(s) from complying withthe provisions of these regulations and an agreement 156[has been] entered into withsuch shareholders or partners to that effect prior to investment in the holdco and/orSPVs:157[Provided that the shareholders’ agreement or partnership agreement shallprovide for an appropriate mechanism for resolution of disputes between theREIT and the other shareholders or partners in the holdco and/or SPV;Provided further that the provisions of these regulations shall prevail in case ofinconsistencies between such agreement(s) and the obligations cast upon a REITunder these regulations .]158[(c) the manager , in consultation with the Trustee, shall appoint atleast suchnumber of nominees on the board of directors or the governing board of the holdcoand/or the SPV, which are in proportion to the shareholding or holding interest ofthe REIT/holdco in the SPV;](d) the manager shall ensure that in every meeting including annual generalmeeting of the holdco and/or SPV(s), the voting of the REIT is exercised;]
18 (4) Not less than eighty per cent. of value of the REIT assets shall be invested 159[***] in completed and rent 160[and/or income] generating properties subject to the following,-(a) if the investment has been made through a 161[holdco and/or] SPV, whether by wayof equity or debt or equity linked instruments or partnership interest, only theportion of direct investments in properties by such 162[ holdco and/or] SPVs shall(Amendment) Regulations, 2018, w.e.f. 10.04.2018.156 Substituted ibid for the words “shall be”.Regulations, 2018, w.e.f. 10.04.2018.158 Substituted ibid. Prior to the substitution, the clause read as:“(c) the manager, in consultation with the Trustee, shall appoints the majority of the Board of directors orgoverning board of the holdco and/or SPV(s);”159 Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.201638be considered under this sub-regulation and the remaining portion shall be includedunder sub-regulation (5);(b) if any project is implemented in stages, the part of the project which is completedand 163[rent and/or income generating] shall be considered under this sub-regulation and the remaining portion including any contiguous land as specifiedunder proviso to sub-regulation (2) shall be included under clause (a) of sub-regulation (5).
18 (5) Not more than twenty per cent. of value of the REIT assets shall be invested 164[*] in assets other than as provided in sub-regulation (4) and such other investment shall only be in,-(a) properties, 165[whether directly or through a company or LLP,] 166[*] whichare:(i) under-construction properties which shall be held by the REIT for notless than three years after completion;(ii) under-construction properties which are a part of the existing incomegenerating properties owned by the REIT which shall be held by the REITfor not less than three years after completion;(iii) completed and not rent generating properties which shall be held by theREIT for not less than three years from date of purchase;(b) listed or unlisted debt of companies or body corporate in real estate sector:Provided that this shall not include any investment made in debt of the167[holdco and/or SPVs];(c) mortgage backed securities;Regulations, 2017, w.e.f. 15.12.2017164 Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.
30 11.2016w.e.f. 30.11.201643disclosed to the designated stock exchange and unit holders periodically in accordance withthe listing agreement and these regulations.(2) A REIT, subject to the conditions specified hereunder, may,-(a) acquire assets from related parties;(b) sell assets or securities to related parties;(c) lease assets to related parties;(d) lease assets from related parties;(e) invest in securities issued by related parties;(f) borrow from related parties.(3) With respect to purchase or sale of properties 189[*] after initial offer,-(a) two valuation reports from two different valuers, independent of each other, shallbe obtained;(b) such valuers shall undertake a full valuation of the assets proposed to be purchasedor sold as specified under regulation 21;(c) Transactions for purchase of such assets shall be at a price not greater than, andtransactions for sale of such assets shall be at a price not lesser than, 190[onehundred ten percent and ninety percent of the] average of the two independentvaluations 191[, respectively].(4) In case of any related party transactions entered into prior to making the initial offer,-(a) adequate disclosures to that effect shall be made in the initial offer document including a consolidated full valuation report of all such assets 192[*];(b) the REIT shall enter into proper and valid agreements with such related partiesat the price or interest rate or rental value mentioned in the initial offerdocument;189 Omitted “both prior to and” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,w.e.f. 30.11.2016192 Words, figures and symbols “in accordance with clause (a) of sub-regulation (3), as may be applicable” omittedby the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.201744(c) If the transactions are conditional upon the REIT receiving a minimum amountof subscription, adequate disclosures shall be made in the offer document andthe agreements to that effect.(5) In case of any related party transactions entered into after the initial offer,-(a) adequate disclosures shall be made to the unit holders and to the designatedstock exchanges;(b) in case,-(i)the total value of all the related party transactions, in a financial year,pertaining to acquisition or sale of properties 193[, whether directly orthrough holdco and/or SPVs,] or investments into securities exceeds tenper cent. of the value of REIT; or(ii) the value of the funds borrowed from related parties, in a financial year,exceeds ten per cent. of the total consolidated borrowings of the REIT194[, holdco and/or SPVs];approval from the unit holders shall be obtained prior to entering into any suchsubsequent transaction with any related party;(c) for the purpose of obtaining approval for such transactions, the manager shallobtain approval from unit holders in accordance with regulation 22 andrequest for such approval shall be accompanied by a transaction document .(6) The disclosures in the offer document and transaction document shall include the following,as may be applicable,-(a) identity of the related parties and their relationship with the REIT orparties to the REIT;(b) nature and details of the transactions entered into or proposed to be entered into with such related parties including description and locationof assets;45(c) the price or value of the assets or securities bought or sold or leased orproposed to be bought or sold or leased and if leased or proposed to beleased, value of the lease;(d) ready reckoner rate of the real estate asset being bought or sold:Provided that where such ready reckoner rate are not available, propertytax assessment value or similar published rates by Government authoritiesshall be disclosed;(e) summary of the valuation report(s);(f) the current and expected rental yield;(g) if the transactions are conditional upon the REIT receiving a statedamount of subscriptions, the minimum amount of such subscriptions tobe received;(h) amount of borrowing and rate of interest in case of borrowing from anyrelated party;(i) any other information that is required for the investor to take an informeddecision.(7) With respect to any properties leased to related parties to the REIT, both before and afterinitial offer, if,-(a) such lease area exceeds twenty per cent. of the total area of the underlyingassets;(b) value of assets under such lease exceeds twenty per cent of the value of thetotal underlying assets;(c) rental income obtained from such leased assets exceeds twenty per cent ofthe value of the rental income of all underlying assets,a fairness opinion from an independent valuer shall be obtained by the manager andsubmitted to the trustee and approval of unitholders in accordance with regulation 22 shallbe obtained.(8) For any related party transaction requiring approval of the unit holders or proposed to beundertaken immediately after the initial offer, the agreement shall be entered into within six46months from date of close of initial offer or from date of approval of the unit holders, as thecase may be:Provided that in case of the agreement is not entered into within such period, approval fromthe unit holders may be sought for extension for another six months in accordance withregulation 22 with the updated valuation report(s).(9) Adequate disclosures of all related party transactions that have been entered into prior tothe follow-on offer shall be made in the follow-on offer document .(10) Transaction between two or more of the REITs with a common manager or sponsor shallbe deemed to be related party transactions for each of the REITs and provisions of thisregulation shall apply:Provided that this sub-regulation shall also apply if the managers or sponsors of the REITs aredifferent entities but are associates.(11) With respect to any related party transaction, details of any fees or commissions receivedor to be received by 195[such] related party196[(ies)] shall be adequately disclosed to the unitholders and to the designated stock exchanges.(12) No related party shall retain cash or other rebates from any property agent in considerationfor referring transactions in REIT assets to the property agent.(13) Where any of the related parties has an interest in a business which competes or is likelyto compete, either directly or indirectly, with the activities of the REIT, the following detailsshall be disclosed in the offer document ,-(a)details of the such business including an explanation as to how such businessshall compete with the REIT;(b)a declaration that the related party shall perform its duty in relation to the REITindependent of its related business;(c)declaration as to whether any acquisition of such business by the REIT isintended and if so, details of the same thereof.195 Substituted “any person or entity which is an associate of the” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.201647(14) Any arrangement or transaction or contract with any related party other than as includedin this regulation shall be disclosed to the unit holders and to the designated stock exchanges.
19 ( All related party transactions shall be on an arms-length basis, in the best interest of the
20 197[(1) A REIT, 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).]198[(2)] The aggregate consolidated borrowings and deferred payments of the REIT 199[, holdcoand/or the SPV(s),] net of cash and cash equivalents shall never exceed forty nine per cent. ofthe value of the REIT assets:Provided that such borrowings and deferred payments shall not include any refundable securitydeposits to tenants.200[(3)] If the aggregate consolidated borrowings and deferred payments of the REIT 201[,holdco and/or the SPV(s),] net of cash and cash equivalents exceed twenty five per cent. of thevalue of the REIT assets, for any further borrowing,-(a) credit rating shall be obtained from a credit rating agency registered with the Board ; and
22 202[(4)] If the conditions specified in sub-regulations (1) and (2) are breached on account ofmarket movements of the price of the underlying assets or securities, the manager shall informthe same to the trustee and ensure that the conditions as specified in this regulation are satisfiedwithin six months of such breach.Valuation of assets.198 Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017200 Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017202 Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017
21 (1) The valuer shall not be an associate of the sponsor(s) or manager or trustee and shall have not less than five years of experience in valuation of real estate.
21 (2) Full valuation includes a detailed valuation of all assets by the valuer including physical inspection of every property by the valuer.
21 (3) Full valuation report shall include the mandatory minimum disclosures as specified in Schedule V to these regulations.
21 (4) A full valuation shall be conducted by the valuer atleast once in every financial year: Provided that such full valuation shall be conducted at the end of the financial year ending March 31st within three months from the end of such year.
21 (5) A half yearly valuation of the REIT assets shall be conducted by the valuer for the half-year ending on September 30 for incorporating any key changes in the previous six months and such half yearly valuation report shall be prepared within forty five days from the date of end of such half year.
21 (6) Valuation reports received by the manager shall be submitted to the designated stock exchange and unit holders within fifteen days from the receipt of such valuation reports.
21 (7) Prior to any issue of units to the public and any other issue of units as may be specified by the Board, the valuer shall undertake full valuation of all the REIT assets and include a summary of the report in the offer document : Provided that such valuation report shall not be more than six months old at the time of such offer: Provided further that this shall not apply in cases where full valuation has been undertaken not more than six months prior to such issue and no material changes have occurred thereafter.
21 (8) For any transaction of purchase or sale of properties,203[ whether directly or through holdco and/or SPVs,]-(a) if the transaction is a related party transaction, the valuation shall be in accordancewith regulation 19;(b) if the transaction is not a related party transaction,-(i) a full valuation of the specific property shall be undertaken by the valuer;49(ii)if ,-(1) in case of a purchase transaction, the property is proposed to bepurchased at a value greater than one hundred and ten per cent. of thevalue of the property as assessed by the valuer;(2) in case of a sale transaction, the property is proposed to be sold at avalue less than ninety per cent. of the value of the property as assessedby the valuer,approval of the unit holders shall be obtained in accordance with regulation 22 .
21 (9) No valuer shall undertake valuation of the same property for more than four years consecutively: Provided that the valuer may be reappointed after a period of not less than two years from the date it ceases to be the valuer of the REIT. 204[***](11) In case of any material development that may have an impact on the valuation of the REITassets, then manager shall require the valuer to undertake full valuation of the property underconsideration within not more than two months from the date of such event and disclose thesame to the trustee , investors and the Designated Stock Exchanges within fifteen days of suchvaluation.(12) The valuer shall not value any assets in which it has either been involved with theacquisition or disposal within the last twelve months other than such cases where valuer was
22 (1) The unit holder shall have the rights to receive income or distributions as provided for in the Offer document or trust deed.
22 (2) With respect to any matter requiring approval of the unit holders,-(a) a resolution shall be considered as passed when the votes cast by unit holders, soentitled and voting, in favour of the resolution exceed a certain percentage, asspecified in this regulation, of the votes cast against;(b) the voting may also be done by postal ballot or electronic mode;(c) a notice of not less than twenty one days either in writing or through electronicmode shall be provided to the unit holders;(d) voting by any person who is a related party in such transaction as well as associatesof such person(s) shall not be considered on the specific issue;(e) manager shall be responsible for all the activities pertaining to conducting ofmeeting of the unit holders, subject to overseeing by the trustee:Provided that in respect of issues pertaining to the manager such as change inmanager including removal of the manager or change in control of the manager,Trustee shall convene and handle all activities pertaining to conduct of themeetings:Provided further that in respect of issues pertaining to the trustee such as change inthe trustee, the trustee shall not be involved in any manner in the conduct of themeeting.
22 (3) An annual meeting of all unit holders shall be held not less than once a year within one hundred and twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months.
22 (4) With respect to the annual meeting of unit holders,-(a) any information that is required to be disclosed to the unit holders and any issuethat, in the ordinary course of business, may require approval of the unit holdersmay be taken up in the meeting including,-(i)latest annual accounts and performance of the REIT;51(ii)approval of auditor and fees of such auditor, as may be required;(iii)latest valuation reports;(iv)(v)appointment of valuer, as may be required;any other issue including special issues as specified under sub-regulation (6);(b) for any issue taken up in such meetings which require approval from the unitholders, votes cast in favour of the resolution shall 205[be more than] the votes castagainst the resolution.
22 (5) In case of,-(a) any approval from unit holders required under regulation 18, 19 and 21;(b) any transaction, other than any borrowing, value of which is equal to or greaterthan twenty five per cent. of the REIT assets;(c) any borrowing in excess of specified limit as required under sub-regulation (2)of regulation 20;(d) any issue of units after initial offer by the REIT, in whatever form, other thanany issue of units which may be considered by the Board under sub-regulation(6);(e) increasing period for compliance with investment conditions to one year inaccordance with proviso to sub-regulation (9) of regulation 18;(f) any issue, in the ordinary course of business, which in the opinion of thesponsor(s) or trustee or manager, is material and requires approval of the unitholders, if any;206[(fa) de-classification of the status of sponsor;](g) any issue for which the Board or the designated stock exchange requiresapproval under this sub-regulation,
16 06.2020. Prior to the substitution, the sub-clause read as follows: “(ii) in case of change in control of the sponsor or re-designated sponsor, the sponsor or re-designated sponsor shall provide the dissenting unit holders an option to exit by buying their units;” 55 14] two hundred or below 221[ the trustee may provide a period of one year to the manager to rectify the same, failing which], the 222[manager] shall
17
23 (1) The manager shall ensure that the disclosures in the offer document are in accordance with the Schedule III to these regulations and any circulars or guidelines issued by the Board in this regard.
23 (2) The manager shall submit an annual report to all unit holders of the REIT with respect to activities of the REIT, within three months from the end of the financial year.
23 (3) The manager shall submit a half-yearly report to all unit holders of the REIT with respect to activities of the REIT within forty five days from the end of the half year ending on September 30th.
23 (4) Such annual and half yearly reports shall contain disclosures as specified under Schedule IV to these regulations.
23 (5) The manager shall disclose to the designated stock exchanges any information having bearing on the operation or performance of the REIT as well as price sensitive information which includes but is not restricted to the following,-(a) acquisition or disposal of any properties, value of which exceeds five per cent. ofvalue of the REIT assets;(b) additional borrowing, at level of 223[holdco or] SPV or the REIT, resulting in suchborrowing exceeding five per cent. of the value of the REIT assets during the year;(c) additional issue of units by the REIT;(d) details of any credit rating obtained by the REIT and any change in such rating;(e) any issue which requires approval of the unit holders;Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016failing which56(f) any legal proceedings which may have significant bearing on the functioning ofthe REIT;(g) notices and results of meetings of unit holders;(h) any instance of non-compliance with these regulations including any breach oflimits specified under these regulations;(i) any material issue that in the opinion of the manager or trustee needs to be disclosedto the unit holders.
23 (6) The manager shall submit such information to the designated stock exchanges and unit holders on a periodical basis as may be required under the listing agreement.
23 (7) The manager shall disclose to the designated stock exchanges, unit holders and the Board
24 The Board may at any time call upon the REIT or parties to the REIT to file such reports, as the Board may desire, with respect to the activities relating to the REIT.
25 (1) The Board may at any time call for any information from the REIT or 224[holdco or SPV(s) or] parties to the REIT or any unit holder or any other person with respect to any matter relating to activity of the REIT.
25 (2) Where any information is called for under sub-regulation (1), it shall be furnished within the time specified by the Board.
26 (1) The manager shall maintain records pertaining to the activity of the REIT including, 225[for a period of not less than seven years,]- 57(a) decisions of the manager with respect to investments or divestments anddocuments supporting the same;(b) details of investments made by the REIT and documents supporting the same;(c) agreements entered into by the REIT or on behalf of the REIT;(d) documents relating to appointment of persons as specified in sub-regulation (5) ofregulation 10;(e) insurance policies for real estate assets;(f) investment management agreement;(g) documents pertaining to issue and listing of units including initial offer documentor follow-on offer document(s) or other offer document(s), in-principle approvalby designated stock exchanges, listing agreement with the designated stockexchanges, details of subscriptions, allotment of units, etc.;(h) distributions declared and made to the unit holders;(i) disclosures and periodical reporting made to the trustee, Board, unit holders anddesignated stock exchanges including annual reports, half yearly reports, etc.;(j) valuation reports including methodology of valuation;(k) books of accounts and financial statements;(l) audit reports;(m) reports relating to activities of the REIT placed before the Board of Directors ofthe manager;(n) unit holders' grievances and actionstaken thereonincluding copies ofcorrespondences made with the unit holders and the Board, if any;(o) any other material documents.
26 (2) The trustee shall maintain records pertaining to,-(a) certificate of registration granted by the Board;(b) registered trust deed;(c) documents pertaining to application made to the Board for registration as a REIT;(d) titles of the real estate assets:58Provided that where the original title documents are deposited with the lender inrespect of any loan / debt, the trustee shall maintain copies of such title documents;(e) notices and agenda send to unit holders for meetings held;(f) minutes of meetings and resolutions passed therein;(g) periodical reports and disclosures received by the trustee from the manager;(h) disclosures, periodically or otherwise, made to the Board, unit holders and to thedesignated stock exchanges;(i) any other material documents.
26 (3) The records specified in sub-regulation (2) may be maintained in physical or electronic form:
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 accounts, records and documents relating to activity of the REIT 226[ or holdco or SPVs or parties to the REIT] for any of the following reasons, namely,-(a) to ensure that the books of account, records and documents are being maintained by theREIT or parties to the REIT in the manner specified in these regulations;(b) to inspect into complaints received from unit holders, clients or any other person, on anymatter having a bearing on the activities of the REIT;(c) to ascertain whether the provisions of the Act and these regulations are being compliedwith by the REIT and parties to the REIT;59(d) to inspect suo motu into the affairs of the REIT, in the interest of the securities market orin the interest of investors .
28 (1) Before ordering an inspection under regulation 27, the Board shall give not less than ten days notice to the trustee of the REIT.
28 (2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors no such notice should be given , it may, by an order in writing, direct that the inspection of the affairs of the REIT be taken up without such notice.
28 (3) During the course of an inspection , the REIT against whom the inspection is being carried out and parties to the REIT shall be bound to discharge their obligations as provided in regulation 29.
29 (1) It shall be the duty of every REIT in respect of whom an inspection has been ordered under the regulation 27 , parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of such REIT, including representative of REIT, if any, to produce to the inspecting officer such books, accounts and other documents in his custody or control and furnish him with such statements and information as the inspecting officer may require for the purposes of inspection .
29 (2) It shall be the duty of every REIT, parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of the REIT to give to the Inspecting Officer all such assistance and to extend all such co-operation as may be required in connection with the inspection and to furnish such information as may be sought by the inspecting officer in connection with the inspection .
29 (3) The inspecting officer shall, for the purposes of inspection, have power to examine on oath and record the statement of any employees and directors of the REIT or parties to the REIT or 60 227[ holdco or SPV(s) or] any person responsible for or connected with the activities of REIT or any other associated person having relevant information pertaining to such REIT.
29 (4) The inspecting officer shall, for the purposes of inspection, have power to obtain authenticated copies of documents, books, accounts of REIT, from any person having control or custody of such documents, books or accounts.
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.
31 The Board may after consideration of the inspection report and after giving reasonable opportunity of hearing to the REITs or parties to the REIT 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 REIT to delist its units from the designated stock exchanges and surrenderits certificate of registration;(b) requiring the REIT to sell its assets;(c) requiring the REIT or parties to the REIT to take such action as may be in the interestof the investors;(d) prohibiting the REIT or parties to the REIT from operating in the capital market or
32 A REIT or parties to the REIT or any other person involved in the activity of the REIT who contravenes any of the provisions of the Act or these regulations, 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 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. testing environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the securities market, subject to such conditions as may be specified by the
33 In order to remove any difficulties in the application or interpretation of these regulations , the Board may issue clarifications and guidelines in the manner as may be appropriate. 62 229[Power to relax strict enforcement of Regulations (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 or class of listedentities; or(d) the non-compliance was caused due to factors beyond the control of the issuer; or(e) such relaxation will be in the interest of securities market230[; or]231[(f)] any provision of Act(s), Rule(s), regulation(s) under which the listed entity isestablished or is governed by, is required to be given precedence to]
34 The regulations specified in the Schedule VII to these regulations shall be amended in the

Real_Estate_Investment_Trusts_Jun16_2020

3 (1) No person shall act as a REIT unless it is registered with the Board under theseregulations.

3 (2) An application for grant of certificate of registration as REIT shall be made, by the sponsor 41[on behalf of the trust] in Form A as specified in the Schedule I to these regulations and shall be accompanied by a non-refundable application fee of such amount and shall be payable in the manner as specified in Schedule II to these regulations.

3 (3) The Board may, in order to protect the interests of investors , appoint any person to take charge of records , documents of the 42[REIT] and for this purpose, also determine the terms and conditions of such an appointment.

3 (4) The Board shall take into account requirements as specified in these regulations for the purpose of considering grant of registration. Eligibility criteria. “"value of the REIT" means value of the REIT as certified by the auditor based on the value of REIT assets held directly or through the SPV excluding any debt or liabilities thereof;”

4 (1) For the purpose of the grant of certificate to 43[the trust], the Board shall consider all matters relevant to the activities as a REIT.

4 (2) Without prejudice to the generality of the foregoing provision, the Board shall consider the following, namely, -(a) the applicant is 44[the sponsor on behalf of] trust and the instrument of trust is in theform of a deed duly registered in India under the provisions of the Registration Act,1908;(b) the trust deed has its main objective as undertaking activity of REIT in accordance withthese regulations and includes responsibilities of the Trustee in accordance withregulation 9;(c) persons have been designated as sponsor(s), manager and trustee under theseregulations and all such persons are separate entities;(d) with regard to sponsor(s),-(i) 45[each sponsor shall hold or propose] to hold not less than five per cent. of thenumber of units of the REIT on post-initial offer basis;46[(ia) each sponsor and sponsor group shall be clearly identified in theapplication of registration to the Board and in the offer document /placementmemorandum, as applicable:Provided that, for each sponsor group not less than one person shall beidentified as a sponsor;]47[Provided further that, of the entities categorized as sponsor group, only thefollowing entities may be considered:a) a person or entity who is directly or indirectly holding an interestor shareholding in any of the assets or SPVs or holdcos proposedto be transferred to the REIT.

30 11.2016 52 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (h) read as under : “there are no multiple classes of units of REIT;” (Amendment) Regulations, 2018, w.e.f. 10.04.2018. (Amendment) Regulations, 2017, w.e.f. 15.12.2017. 14(l) whether any disciplinary action has been taken by the Board or any other regulatoryauthority against the 55[REIT or the parties to the REIT or their directors/members ofgoverning board] under any Act or the regulations or circulars or guidelines madethereunder.

5 (1) The Board may require the applicant to furnish any such information or clarification as may be required by it for the purpose of processing of the application.

5 (2) The Board, if it so desires, may require the applicant or any authorized representative to appear before the Board for personal representation in connection with the grant of certificate.

6 (1) The Board on being satisfied that the 56[trust] fulfils, the requirements specified in regulation 4 shall send intimation to the [trust] and on receipt of the payment of registration fees as specified in Schedule II, grant certificate of registration in Form B under Schedule I.

6 (2) The registration may be granted with such conditions as may be deemed appropriate by the Board.

null (1) De-classification of the status of a sponsor(s) of a REIT whose units have been listed on the stock exchanges for a period of three years shall be permitted upon receipt of an application from the REIT and subject to compliance with the following conditions:(a) the unit holding of such sponsor and its associates taken together does not exceed 10%of the outstanding units of the REIT;(b) the manager of the REIT is not an entity controlled by such sponsor or its associates;(c) the sponsor or its associates are not fugitive economic offender;(d) approval of unit holders has been obtained in accordance with sub-regulation 5 ofRegulation 22.]

8 (1) After considering an application made under regulation 3, if the Board is of the opinion that a certificate should not be granted to the 58[trust], it may reject the application after giving the applicant a reasonable opportunity of being heard.

8 (2) The decision of the Board to reject the application shall be communicated to the applicant

16 06.2020. Prior to its omission, the sub-regulation read as under : “(5) If re-designated sponsor(s) propose(s) to sell its units to any another person, conditions specified under clauses (b), and (c) of sub-regulation (4) shall be complied with.” 24(c) The valuer(s) shall ensure that it has sufficient key personnel with adequateexperience and qualification to perform property valuations at all times;(d) The valuer(s) shall ensure that it has sufficient financial resources to enable it toconduct its business effectively and meet its liabilities;(e) The valuer(s) and any of its employees involved in valuing of the assets of the REIT,shall not,-(i) invest in units of the REIT or in the assets being valued; and(ii) sell the assets or units of REITs held prior to being appointed as the valuer,till the time such person is designated as valuer of such REIT and not less than sixmonths after ceasing to be valuer of the REIT;(f) The valuer(s) shall conduct the valuation of the REIT assets with transparency andfairness and shall render, at all times, high standards of service, exercise duediligence, ensure proper care and exercise independent professional judgment;(g) The valuer(s) shall act with independence, objectivity and impartiality in performing the valuation;(h) The valuer(s) shall discharge its duties towards the REIT in an efficient andcompetent manner, utilizing his knowledge, skills and experience in best possibleway to complete given assignment;(i) The valuer(s) shall not accept remuneration , in any form, for performing a valuationof the REIT assets from any person other than the REIT or its authorizedrepresentative;(j) The valuer(s) shall before accepting any assignment , 92[from any related party tothe REIT, shall] disclose to the REIT any direct or indirect consideration which thevaluer may have in respect of such assignment;(k) The valuer shall disclose to the trustee , any pending business transactions, contractsunder negotiation and other arrangements with the manager or any other partywhom the REIT is contracting with and any other factors that may interfere withthe valuer’s ability to give an independent and professional valuation of theproperty;25(l) The valuer(s) shall not make false, misleading or exaggerated claims in order tosecure assignments;(m) The valuer(s) shall not provide misleading valuation , either by providing incorrectinformation or by withholding relevant information;(n) The valuer(s) shall not accept an assignment that includes reporting of the outcomebased on predetermined opinions and conclusions required by the REIT;(o) The valuer(s) shall, prior to performing a valuation , acquaint itself with all laws orregulations relevant to such valuation.

9 (1) The trustee shall hold the REIT assets in trust for the benefit of the unit holders in accordance with the trust deed and these regulations.

9 (2) The Trustee shall enter into an investment management agreement with the manager on behalf of the REIT.

9 (3) The trustee shall oversee activities of the manager in the interest of the unit holders, ensure that the manager complies with regulation 10 and shall obtain compliance certificate from the manager in the form as may be specified on a quarterly basis.

9 (4) The trustee shall ensure that the manager complies with the reporting and disclosures requirements in these regulations and in case of any delay or discrepancy, require the manager to rectify the same on an urgent basis.

9 (5) The trustee shall review the transactions carried out between the manager and its associates and where the manager has advised that there may be a conflict of interest, shall obtain confirmation from a practising chartered accountant 59[or a valuer, as applicable,] that such transaction is on arm's length basis.

9 (6) The trustee shall periodically review the status of unit holders' complaints and their redressal undertaken by the manager.

9 (7) The trustee shall make distributions in accordance with sub-regulation (16) of regulation 18 and ensure that the manager makes timely declaration of distributions to the unit holders.

9 (8) The trustee may require the manager to set up such systems and submit such reports to the trustees, as may be necessary for effective monitoring of the performance and functioning of the REIT.

9 (9) The trustee shall ensure that subscription amount is kept in a separate bank account in name of the REIT and is only utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed.

9 (10) The trustee shall ensure that the remuneration of the valuer is not linked to or based on the value of the asset being valued.

9 (11) The trustee shall ensure that the manager convenes meetings of the unit holders in accordance with these regulations and oversee the voting by unitholders and declare outcome of the voting. 17

9 (12) The trustee may take up with the Board or with the designated stock exchange , any matter which has been approved in an annual meeting or special meeting, if the matter requires suchaction.

9 (13) In case of any change in manager due to removal or otherwise,-(a) prior to such change, the trustee shall obtain approval from unit holders inaccordance with regulation 22 and approval from the Board;(b) the trustee shall appoint the new manager within three months from the date oftermination of the earlier investment management agreement;(c) the previous manager shall continue to act as such at the discretion of trustee tillsuch time as new manager is appointed;(d) the trustee shall ensure that the new manager shall stand substituted as a party inall the documents to which the earlier manager was a party;(e ) the trustee shall ensure that the earlier manager continues to be liable for all its actsof omissions and commissions notwithstanding such termination.

9 (14) The trustee shall obtain prior approval from the unit holders in accordance with regulation 22 and from the Board in case of change in control of the manager.

9 (15) The trustee 60[of the REIT” shall be substituted] shall not invest in units of the REIT in which it is designated as the trustee.

9 (16) The trustee shall ensure that the activity of the REIT is being operated in accordance with the provisions of the trust deed, these regulations, the offer document and if any discrepancy is noticed, shall inform the same to the Board immediately in writing.

9 (17) The trustee shall provide to the Board and to the designated stock exchange such information as may be sought by the Board or by the designated stock exchange pertaining to the activity of the REIT.

9 (18) The trustee shall immediately inform to the Board in case any act which is detrimental to the interest of the unit holders is noted. 2016, w.e.f. 30.11.2016

10 (1) The manager shall make the investment decisions with respect to the underlying assets of the REIT including any further investment or divestment of the assets.

10 (2) The manager shall ensure that the real estate assets of the REIT or 61[holdco and/or] SPV have proper legal and marketable titles and that all the material contracts including rental or lease agreements entered into on behalf of REITs or 62[holdco and/or] SPV are legal, valid, binding and enforceable by and on behalf of the REIT or 63[holdco and/or] SPV.

10 (3) The manager shall ensure that the investments made by the REIT are in accordance with the investment conditions specified in regulation 18 and in accordance with the investment strategy of the REIT.

10 (4) The manager shall undertake management of the REIT assets including lease management, maintenance of the assets, regular structural audits , regular safety audits, etc. either directly or through the appointment and supervision of appropriate agents.

10 (5) The manager, in consultation with trustee, shall appoint the valuer(s), auditor, registrar and transfer agent, merchant banker, custodian and any other intermediary or service provider or agent for managing the assets of the REIT or for offer and listing of its units or any other activity pertaining to the REIT in a timely manner and in accordance with these regulations.

10 (6) The manager shall appoint an auditor for a period of not more than five consecutive years: Provided that the auditor , not being an individual, may be reappointed for a period of another five consecutive years, subject to approval of unit-holders in the annual meeting.

10 (7) The manager shall arrange for adequate insurance coverage for the real estate assets of the REIT: Provided that in case of assets held by 64[holdco and/or] SPV, the manager shall ensure that real estate assets are adequately insured.

10 (8) If the REIT invests in under-construction properties as per these regulations, the manager-(a) may undertake the development of the properties , either directly or through theSPV, or appoint any other person for development of such properties ; and19(b) shall oversee the progress of development, approval status and other aspects of the properties upto its completion.

10 (9) The manager shall ensure that it has adequate infrastructure and sufficient key personnel with adequate experience and qualification to undertake management of the REIT at all times.

10 (10) The manager 65[and the merchant banker(s) shall] shall be responsible for,-(a) filing 66[***] offer document with the Board and the designated stock exchangewithin the specified time period;(b) obtaining in-principle approval 67[and final listing and trading approvals] from thedesignated stock exchange;(c) dealing with all matters relating to issue and listing of the units of the REIT asspecified in Chapter IV.

10 (11) The manager 68[and the merchant banker(s),] shall ensure that disclosures made in the offer document or any other document as may be specified by the Board contain material, true, correct and adequate disclosures and are in accordance with these regulations and guidelines or circulars issued thereunder.

10 (12) The manager shall declare distributions to the unit holders in accordance with the sub- regulation (16) of regulation 18.

10 (13) The manager shall ensure adequate and timely redressal of all unit holders' grievances pertaining to activities of the REIT.

10 (14) The manager shall ensure that the disclosures to the unit holders, Board, trustees and designated stock exchange are adequate, timely and in accordance with these regulations and guidelines or circulars issued thereunder.

10 (15) The manager shall provide to the Board and to the designated stock exchanges any such information as may be sought by the Board or the designated stock exchange pertaining to the activities of the REIT. 66 Omitted “the draft and final”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,w.e.f. 30.11.2016.20

10 (16) The manager shall ensure that adequate controls are in place to ensure segregation of its activity as manager of the REIT from its other activities.

10 (17) The manager or its associates shall not obtain any commission or rebate or any other remuneration, by whatever name called, arising out of transactions pertaining to the REIT other than as specified in the offer document or any other document as may be specified by the Board for the purpose of issue of units.

10 (18) The manager shall submit to the trustee,-(a) quarterly reports on the activities of the REIT including receipts for all fundsreceived by it and for all payments made, position on compliance with theseregulations, specifically including compliance with regulations 18,19 and 20,performance report, status of development of under-construction properties, withinthirty days of end of such quarter;(b) valuation reports as required under these regulations within fifteen days of thereceipt of the valuation report from the valuer;(c) decision to acquire or sell or develop any property or expand existing completedproperties along with rationale for the same;(d) details of any action which requires approval from the unit holders as requiredunder the regulations;(e) details of any other material fact including change of its directors, any legalproceedings that may have a significant bearing on the activity of the REIT withinseven working days of such action.

10 (19) In case the manager fails to timely submit to the trustee information or reports as specified under sub-regulation (18) of this regulation or sub-regulation (8) of regulation 9, the trustee shall intimate the same to the Board and the Board may take action, as it deems fit.

10 (20) The manager shall coordinate with trustee, as may be necessary, with respect to operations of the REIT.

10 (21) The manager shall ensure that the valuation of the REIT assets is done by the valuer(s) in accordance with regulatio n 21 . 21

10 (22) The manager shall ensure that computation of NAV of the REIT is based on the valuation done by the valuer and is declared no later than fifteen days from the date of valuation 69[ to the stock exchange(s)] and such computation shall be done and declared not less than once every six months.

10 (23) The manager shall ensure that the audit of accounts of the REIT by the auditor is done not less than 70[ once in a year] and such report is submitted to the designated stock exchange within 71[sixty] days of end of such financial year ending March 31st 72[***].

10 (24) The manager may appoint a custodian in order to provide such custodial services as may be authorised by the trustees and oversee activities of such custodian.

10 (25) The manager shall place, before its board of directors in the case of a company or the governing board in case of an LLP, a report on activity and performance of the REIT every three months.

10 (26) The manager shall designate an employee or director as the compliance officer for monitoring of compliance with these regulations and circulars issued thereunder and intimating the Board in case of any violation.

10 (27) The manager shall convene meetings of the unit holders in accordance with regulation 22 and maintain records pertaining to the meetings in accordance with regulation 26.

10 (28) The manager shall ensure the compliance with laws, as may be applicable, of the State or the local body with respect to the activity of the REIT including local building laws.

10 (29) The manager shall ensure that all activities of management of assets of the REIT and activities of the intermediaries or agents or service providers appointed by the manager are in accordance with these regulations and circulars issued thereunder. 2016, w.e.f. 30.11.2016w.e.f. 30.11.201672 Omitted “and half-year ending on September 30th”by the SEBI (Real Estate Investment Trusts) (Amendment)Regulations, 2016, w.e.f. 30.11.2016.22

11 (1) The sponsor(s) 74[and sponsor group(s)] shall set up the REIT and appoint the trustee of the REIT.

11 (2) The sponsor(s) 75[and sponsor group(s)] shall transfer or undertake to transfer, subject to a binding agreement and adequate disclosures in the initial offer 76[document], 77[their] entire shareholding or interest 78[and rights] in the 79[holdco and/or] SPV or entire ownership of the real estate assets to the REIT prior to allotment of units of the REIT to the applicants: Provided that this shall not apply to the extent of any mandatory holding of shares or interest 80[and rights] in the 81[holdco and/or] SPV by the sponsor(s) 82[and sponsor group(s)] as required 83[under] any Act or regulations or circulars or guidelines of government or regulatory authority as specified from time to time.

11 (3) With respect to holding of units in the REIT, 84[***]-(a) 85[the sponsor(s) and sponsor group(s) shall collectively] hold a minimum of twentyfive percent. of the total units of the REIT after initial offer on a post-issue basis:Provided that the minimum sponsor86[(s) and sponsor group(s)] holding specifiedin this clause shall be held for a period of atleast three years from the date oflisting of such units:76 Word ‘focument’ corrected to read as ‘document’ by the Securities and Exchange Board of India (Real Estate

30 11.2016 Regulations, 2018, w.e.f. 10.04.2018. Regulations, 2018, w.e.f. 10.04.2018. Regulations, 2018, w.e.f. 10.04.2018. 83 Inserted ibid. 84 Omitted“the sponsor(s) shall,” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,w.e.f. 30.11.2016.23Provided further that any holding of the sponsor 87[(s ) and sponsor group(s)]exceeding the minimum holding as specified in this clause, shall be held for aperiod of atleast one year from the date of listing of such units;(b) 88[***];(c) 89[***].(4) 90[***](5) 91[***]

12 The valuer(s) shall comply with the following conditions at all times-(a) The valuer(s) shall ensure that the valuation of the REIT assets is impartial, true andfair and is in accordance with regulation 21;(b) The valuer(s) shall ensure adequate and robust internal controls to ensure the

13 (1) The auditor shall conduct audit of the accounts of the REIT and prepare the audit report based on the accounts examined by him and after taking into account the relevant accounting and auditing standards, as may be specified by the Board.

13 (2) The auditor shall, to the best of his information and knowledge, ensure that the accounts and financial statements, including profit or loss and cash flow for the period and such other matters as may be specified, give a true and fair view of the state of the affairs.

13 (3) The auditor shall have a right of access at all times to the books of accounts and vouchers pertaining to activities of the REIT.

13 (4) The auditor shall have a right to require such information and explanation pertaining to activities of the REIT as he may consider necessary for the performance of his duties as auditor from the employees of REIT or parties to the REIT or 93[holdco or] SPV or any other person

14 (1) A REIT shall make an initial offer of its units by way of public issue only. 26

14 (2) No initial offer of units by the REIT shall be made unless,-(a) the REIT is registered with the Board under these regulations;(b) the value of 94[the REIT assets] is not less than five hundred crore rupees;of REIT in the underlying assets or 95[] SPVs;96[(ba) the minimum number of unit holders other than sponsor(s), its relatedparties and its associates forming part of public shall be not less than two hundred;]97[(bb) maximum subscription from any investor other than sponsor(s), its relatedparties and its associates shall not be more than 25 percent of the total unitcapital;](c) 98[***](d) the offer size is not less than two hundred and fifty crore rupees:Provided that the requirement of ownership of assets under clause (b) and size of REITunder clause (d) may be complied 99[at any point of time before allotment of units inaccordance with offer document/ placement memorandum ] subject to a binding agreement

16 (1) After the initial offer it shall be mandatory for all units of REITs to be listed on a recognized stock exchange having nationwide trading terminals within a period of twelve working days from the date of closure of the offer.

16 (2) The listing of the units of the REIT shall be in accordance with the listing agreement entered into between the REIT and the designated stock exchange. 142[(2A) In the event of non-receipt of listing permission from the stock exchange(s) or withdrawal of Observation Letter issued by the Board, wherever applicable, the units shall not be eligible for listing and the REIT shall be liable to refund the subscription monies, if any, to the respective allottees immediately alongwith interest at the rate of fifteen per cent. per annum from the date of allotment.]

16 (3) The units of the REIT listed in recognized stock exchanges shall be traded, cleared and settled in accordance with the bye-laws of concerned stock exchanges and such conditions as may be specified by the Board.

16 (4) Trading lot for the purpose of trading of units of the REIT shall 143[consist of 100 units].

16 (5) The REIT shall redeem units only by way of a buy-back or at the time of delisting of units.

16 (6) The units of REIT shall be remain listed on the designated stock exchange unless delisted under regulation 17.

16 (7) The minimum public holding for the units of the listed REIT shall be 144[ in accordance with the sub-regulation (2A) of Regulation 14], failing which action may be taken as may be specified by the Board and by the designated stock exchange including delisting of units under regulation 17: Trusts) (Amendment) Regulations, 2019, w.e.f. 22.4.2019. unit holders of the REIT forming part of the public shall be two hundred at all times” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 34 Provided that in case of breach of the conditions specified in this sub-regulation, the trustee may provide a period of six months to the manager to rectify the same, failing which the manager shall apply for delisting under Regulation 17.

16 (8) Any person other than the sponsor(s) holding units of the REIT prior to initial offer shall hold the units for a period of not less than one year from the date of listing of the units subject to circulars or guidelines as may be specified by the Board.

16 (9) The Board and designated stock exchanges may specify any other requirements pertaining to listing and trading of units of the REIT by issuance of guidelines or circulars.

30 11.2016 135 Omitted “or follow-on offer document” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 31(b) to applicants to the extent of oversubscription in case the moneys received is inexcess of the extent of over-subscription as specified in the 136[***] offerdocument:Provided that right to retain such over subscription cannot exceed twenty five percent. of the issue size;137[Provided further, that the offer document shall contain adequate disclosurestowards the utilisation of such oversubscription proceeds, if any, and such proceedsretained on account of oversubscription shall not be utilised towards generalpurposes.](c) to all applicants in case the number of subscribers to the initial offer forming partof the public is less than two hundred.(21) If the manager fails to allot, or list the units, or refund the money within the specified time,then the manager shall pay interest to the unit holders at fifteen per cent. per annum, till suchallotment/ listing/refund and such interest shall not be recovered in the form of fees or anyother form payable to the manager by the REIT.(22) Units may be offered for sale to public,-(a) if such units have been held by the existing unitholders for a period of at least oneyear prior to the filing of draft offer document with the Board :Provided that the holding period for the equity shares 138[, compulsorily convertiblesecurities (from the date such securities are fully paid-up)] or partnership interestin the 139[holdco and/or] SPV against which such units have been received shall beconsidered for the purpose of calculation of one year period referred in this sub-regulation:140[Provided further that the compulsorily convertible securities, whose holdingperiod has been included for the purpose of calculation for offer for sale, shall beconverted to equity shares of the holdco or SPV, prior to filing of offer document.]136 Omitted “initial offer document or follow-on” by the SEBI (Real Estate Investment Trusts) (Amendment)Regulations, 2016, w.e.f. 30.11.201632(b) subject to other circulars or guidelines as may be specified by the Board in thisregard.141[(22A) The amount for general purposes, as mentioned in objects of the issue in the draftoffer document filed with the Board , shall not exceed Ten per cent of the amount raised by theREIT by issuance of units.](23) If the REIT fails to make its initial offer within three years from the date of registrationwith the Board , it shall surrender its certificate of registration to the Board and cease to operateas a REIT:Provided that the Board , if it deems fit, may extend the period by another one year:Provided further that the REIT may later re-apply for registration, if it so desires.(24) The Board may specify by issue of guidelines or circulars any other requirements, as itdeems fit, pertaining to issue and allotment of units by a REIT.

15 (1) The Offer document of the REIT shall contain material, true, correct and adequate disclosures to enable the investors to make an informed decision .

15 (2) Without prejudice to the generality of sub-regulation (1), the offer document shall-(a ) include all information as specified in Schedule III to these regulations or as specifiedin any circulars or guidelines issued by the Board in this regard;(b) not be misleading and not contain any untrue statements or mis-statements;(c) not provide for any guaranteed returns to the investors;(d) include such other disclosures as may be specified by the Board.

15 (3) Any advertisement material relating to any issue of units of the REIT shall not be misleading and shall not contain anything extraneous to the contents of the offer document.

15 (4) If an advertisement contains positive highlights, it shall also contain risk factors with equal importance in all aspects including print size. 33

15 (5) The advertisements shall be in accordance with the offer document and any circulars or

17 (1) The manager shall apply for delisting of units of the REIT to the Board and the designated stock exchanges if,-(a) the public holding falls below the specified limit under sub-regulation (7) of regulation16;(b) 145[***](c) if there are no projects or assets remaining under the REIT for a period exceeding sixmonths and REIT does not propose to invest in any project in future:Provided that, the period may be extended by further six months, with the approval ofunit holders in the manner as specified in regulation 22;(d) the Board or the designated stock exchanges require such delisting for violation of thelisting agreement or these regulations or the Act;(e) the sponsor(s) or trustee requests such delisting and such request has been approved byunit holders in accordance with sub-regulation (6) of regulation 22;(f) unit holders apply for such delisting in accordance with regulation 22;(g) the Board or the designated stock exchanges require such delisting for violation of thelisting agreement, these regulations or the Act or in the interest of the unit holders.145 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.Prior to its omission, sub- clause (b) read as under :“the number of unit holders of the REIT forming part of the public falls below two hundred;”35

17 (2) The Board and the designated stock exchanges may consider such application for approval or rejection as may be appropriate in the interest of the unit holders.

17 (3) The Board, instead of requiring delisting of the units, if it deems fit, may provide additional time to the REIT or parties to the REIT to comply with regulations.

17 (4) The Board may reject the application for delisting and take any other action, as it deems fit, under these regulations or the Act for violation of the listing agreement or these regulations or the Act.

17 (5) The procedure for delisting of units of REIT including provision of exit option to the unit holders shall be in accordance with the listing agreement and in accordance with procedure as may be specified by the Board and by the designated stock exchanges from time to time.

17 (6) The Board may require the REIT to wind up and sell its assets in order to redeem units of the unit holders for the purpose of delisting of units and the Board may through circulars or guidelines specify the manner of such winding up or sale.

17 (7) After delisting of its units, the REIT shall surrender its certificate of registration to the Board and shall no longer undertake activity of a REIT: Provided that the REIT and parties to the REIT shall continue to be liable for all their acts of

18 (1) The Investment by a REIT shall only be in 146[holdco and/or] SPVs or properties or securities or TDR in India in accordance with these regulations and in accordance with the investment strategy as detailed in the offer document as may be amended subsequently.

18 (2) The REIT shall not invest in vacant land or agricultural land or mortgages other than mortgage backed securities: 36 Provided that this shall not apply to any land which is contiguous and extension of an existing project being implemented in stages.

18 (3) The REIT may invest in properties through SPVs subject to the following,-(a) no other shareholder or partner of the SPV shall 147[exercise] any rights thatprevents the REIT from complying with the provisions of these regulations 148[andan agreement 149[has been] entered into with such shareholders or partners to thateffect prior to investment in the SPV]:150[Provided that the shareholders’ agreement or partnership agreement shallprovide for an appropriate mechanism for resolution of disputes between theREIT and the other shareholders or partners in the SPV:Provided further that the provisions of these regulations shall prevail in case ofinconsistencies between such agreement(s) and the obligations cast upon a REITunder these regulations .]151[(b) the manager , in consultation with the trustee, shall appoint atleast suchnumber of nominees on the board of directors or the governing board of such SPVs,as applicable, which are in proportion to the shareholding or holding interest of theREIT in the SPV;](c) the manager shall ensure that in every meeting including annual general meetingof the SPV, the voting of the REIT is exercised 152[***].153[(3A) The REIT may invest in properties through holdco subject 154[to] the following,-(Amendment) Regulations, 2018, w.e.f. 10.04.2018.Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.Regulations, 2018, w.e.f. 10.04.2018.151 Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment)Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the clause read as:“(b) the manager , in consultation with the trustee, shall appoint the majority of the Board of directors or governingboard of such SPVs[, as applicable;”152 Omitted “subject to provisions of Companies Act, 2013 ” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.37(a) the ultimate holding interest of the REIT in the underlying SPV(s) is not lessthan twenty six per cent;(b) no other shareholder or partner of the holdco or the SPV(s) shall 155[exercise]any rights that prevent the REIT, the holdco or the SPV(s) from complying withthe provisions of these regulations and an agreement 156[has been] entered into withsuch shareholders or partners to that effect prior to investment in the holdco and/orSPVs:157[Provided that the shareholders’ agreement or partnership agreement shallprovide for an appropriate mechanism for resolution of disputes between theREIT and the other shareholders or partners in the holdco and/or SPV;Provided further that the provisions of these regulations shall prevail in case ofinconsistencies between such agreement(s) and the obligations cast upon a REITunder these regulations .]158[(c) the manager , in consultation with the Trustee, shall appoint atleast suchnumber of nominees on the board of directors or the governing board of the holdcoand/or the SPV, which are in proportion to the shareholding or holding interest ofthe REIT/holdco in the SPV;](d) the manager shall ensure that in every meeting including annual generalmeeting of the holdco and/or SPV(s), the voting of the REIT is exercised;]

18 (4) Not less than eighty per cent. of value of the REIT assets shall be invested 159[***] in completed and rent 160[and/or income] generating properties subject to the following,-(a) if the investment has been made through a 161[holdco and/or] SPV, whether by wayof equity or debt or equity linked instruments or partnership interest, only theportion of direct investments in properties by such 162[ holdco and/or] SPVs shall(Amendment) Regulations, 2018, w.e.f. 10.04.2018.156 Substituted ibid for the words “shall be”.Regulations, 2018, w.e.f. 10.04.2018.158 Substituted ibid. Prior to the substitution, the clause read as:“(c) the manager, in consultation with the Trustee, shall appoints the majority of the Board of directors orgoverning board of the holdco and/or SPV(s);”159 Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.201638be considered under this sub-regulation and the remaining portion shall be includedunder sub-regulation (5);(b) if any project is implemented in stages, the part of the project which is completedand 163[rent and/or income generating] shall be considered under this sub-regulation and the remaining portion including any contiguous land as specifiedunder proviso to sub-regulation (2) shall be included under clause (a) of sub-regulation (5).

18 (5) Not more than twenty per cent. of value of the REIT assets shall be invested 164[***] in assets other than as provided in sub-regulation (4) and such other investment shall only be in,-(a) properties, 165[whether directly or through a company or LLP,] 166[***] whichare:(i) under-construction properties which shall be held by the REIT for notless than three years after completion;(ii) under-construction properties which are a part of the existing incomegenerating properties owned by the REIT which shall be held by the REITfor not less than three years after completion;(iii) completed and not rent generating properties which shall be held by theREIT for not less than three years from date of purchase;(b) listed or unlisted debt of companies or body corporate in real estate sector:Provided that this shall not include any investment made in debt of the167[holdco and/or SPVs];(c) mortgage backed securities;Regulations, 2017, w.e.f. 15.12.2017164 Omitted “proportionate to the holding of the REITs” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.2016Regulations, 2018, w.e.f. 10.04.2018.

30 11.2016w.e.f. 30.11.201643disclosed to the designated stock exchange and unit holders periodically in accordance withthe listing agreement and these regulations.(2) A REIT, subject to the conditions specified hereunder, may,-(a) acquire assets from related parties;(b) sell assets or securities to related parties;(c) lease assets to related parties;(d) lease assets from related parties;(e) invest in securities issued by related parties;(f) borrow from related parties.(3) With respect to purchase or sale of properties 189[***] after initial offer,-(a) two valuation reports from two different valuers, independent of each other, shallbe obtained;(b) such valuers shall undertake a full valuation of the assets proposed to be purchasedor sold as specified under regulation 21;(c) Transactions for purchase of such assets shall be at a price not greater than, andtransactions for sale of such assets shall be at a price not lesser than, 190[onehundred ten percent and ninety percent of the] average of the two independentvaluations 191[, respectively].(4) In case of any related party transactions entered into prior to making the initial offer,-(a) adequate disclosures to that effect shall be made in the initial offer document including a consolidated full valuation report of all such assets 192[***];(b) the REIT shall enter into proper and valid agreements with such related partiesat the price or interest rate or rental value mentioned in the initial offerdocument;189 Omitted “both prior to and” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016,w.e.f. 30.11.2016192 Words, figures and symbols “in accordance with clause (a) of sub-regulation (3), as may be applicable” omittedby the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.201744(c) If the transactions are conditional upon the REIT receiving a minimum amountof subscription, adequate disclosures shall be made in the offer document andthe agreements to that effect.(5) In case of any related party transactions entered into after the initial offer,-(a) adequate disclosures shall be made to the unit holders and to the designatedstock exchanges;(b) in case,-(i)the total value of all the related party transactions, in a financial year,pertaining to acquisition or sale of properties 193[, whether directly orthrough holdco and/or SPVs,] or investments into securities exceeds tenper cent. of the value of REIT; or(ii) the value of the funds borrowed from related parties, in a financial year,exceeds ten per cent. of the total consolidated borrowings of the REIT194[, holdco and/or SPVs];approval from the unit holders shall be obtained prior to entering into any suchsubsequent transaction with any related party;(c) for the purpose of obtaining approval for such transactions, the manager shallobtain approval from unit holders in accordance with regulation 22 andrequest for such approval shall be accompanied by a transaction document .(6) The disclosures in the offer document and transaction document shall include the following,as may be applicable,-(a) identity of the related parties and their relationship with the REIT orparties to the REIT;(b) nature and details of the transactions entered into or proposed to be entered into with such related parties including description and locationof assets;45(c) the price or value of the assets or securities bought or sold or leased orproposed to be bought or sold or leased and if leased or proposed to beleased, value of the lease;(d) ready reckoner rate of the real estate asset being bought or sold:Provided that where such ready reckoner rate are not available, propertytax assessment value or similar published rates by Government authoritiesshall be disclosed;(e) summary of the valuation report(s);(f) the current and expected rental yield;(g) if the transactions are conditional upon the REIT receiving a statedamount of subscriptions, the minimum amount of such subscriptions tobe received;(h) amount of borrowing and rate of interest in case of borrowing from anyrelated party;(i) any other information that is required for the investor to take an informeddecision.(7) With respect to any properties leased to related parties to the REIT, both before and afterinitial offer, if,-(a) such lease area exceeds twenty per cent. of the total area of the underlyingassets;(b) value of assets under such lease exceeds twenty per cent of the value of thetotal underlying assets;(c) rental income obtained from such leased assets exceeds twenty per cent ofthe value of the rental income of all underlying assets,a fairness opinion from an independent valuer shall be obtained by the manager andsubmitted to the trustee and approval of unitholders in accordance with regulation 22 shallbe obtained.(8) For any related party transaction requiring approval of the unit holders or proposed to beundertaken immediately after the initial offer, the agreement shall be entered into within six46months from date of close of initial offer or from date of approval of the unit holders, as thecase may be:Provided that in case of the agreement is not entered into within such period, approval fromthe unit holders may be sought for extension for another six months in accordance withregulation 22 with the updated valuation report(s).(9) Adequate disclosures of all related party transactions that have been entered into prior tothe follow-on offer shall be made in the follow-on offer document .(10) Transaction between two or more of the REITs with a common manager or sponsor shallbe deemed to be related party transactions for each of the REITs and provisions of thisregulation shall apply:Provided that this sub-regulation shall also apply if the managers or sponsors of the REITs aredifferent entities but are associates.(11) With respect to any related party transaction, details of any fees or commissions receivedor to be received by 195[such] related party196[(ies)] shall be adequately disclosed to the unitholders and to the designated stock exchanges.(12) No related party shall retain cash or other rebates from any property agent in considerationfor referring transactions in REIT assets to the property agent.(13) Where any of the related parties has an interest in a business which competes or is likelyto compete, either directly or indirectly, with the activities of the REIT, the following detailsshall be disclosed in the offer document ,-(a)details of the such business including an explanation as to how such businessshall compete with the REIT;(b)a declaration that the related party shall perform its duty in relation to the REITindependent of its related business;(c)declaration as to whether any acquisition of such business by the REIT isintended and if so, details of the same thereof.195 Substituted “any person or entity which is an associate of the” by the SEBI (Real Estate Investment Trusts)(Amendment) Regulations, 2016, w.e.f. 30.11.201647(14) Any arrangement or transaction or contract with any related party other than as includedin this regulation shall be disclosed to the unit holders and to the designated stock exchanges.

19 ( All related party transactions shall be on an arms-length basis, in the best interest of the

20 197[(1) A REIT, 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).]198[(2)] The aggregate consolidated borrowings and deferred payments of the REIT 199[, holdcoand/or the SPV(s),] net of cash and cash equivalents shall never exceed forty nine per cent. ofthe value of the REIT assets:Provided that such borrowings and deferred payments shall not include any refundable securitydeposits to tenants.200[(3)] If the aggregate consolidated borrowings and deferred payments of the REIT 201[,holdco and/or the SPV(s),] net of cash and cash equivalents exceed twenty five per cent. of thevalue of the REIT assets, for any further borrowing,-(a) credit rating shall be obtained from a credit rating agency registered with the Board ; and

22 202[(4)] If the conditions specified in sub-regulations (1) and (2) are breached on account ofmarket movements of the price of the underlying assets or securities, the manager shall informthe same to the trustee and ensure that the conditions as specified in this regulation are satisfiedwithin six months of such breach.Valuation of assets.198 Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017200 Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017202 Re-numbered by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017

21 (1) The valuer shall not be an associate of the sponsor(s) or manager or trustee and shall have not less than five years of experience in valuation of real estate.

21 (2) Full valuation includes a detailed valuation of all assets by the valuer including physical inspection of every property by the valuer.

21 (3) Full valuation report shall include the mandatory minimum disclosures as specified in Schedule V to these regulations.

21 (4) A full valuation shall be conducted by the valuer atleast once in every financial year: Provided that such full valuation shall be conducted at the end of the financial year ending March 31st within three months from the end of such year.

21 (5) A half yearly valuation of the REIT assets shall be conducted by the valuer for the half-year ending on September 30 for incorporating any key changes in the previous six months and such half yearly valuation report shall be prepared within forty five days from the date of end of such half year.

21 (6) Valuation reports received by the manager shall be submitted to the designated stock exchange and unit holders within fifteen days from the receipt of such valuation reports.

21 (7) Prior to any issue of units to the public and any other issue of units as may be specified by the Board, the valuer shall undertake full valuation of all the REIT assets and include a summary of the report in the offer document : Provided that such valuation report shall not be more than six months old at the time of such offer: Provided further that this shall not apply in cases where full valuation has been undertaken not more than six months prior to such issue and no material changes have occurred thereafter.

21 (8) For any transaction of purchase or sale of properties,203[ whether directly or through holdco and/or SPVs,]-(a) if the transaction is a related party transaction, the valuation shall be in accordancewith regulation 19;(b) if the transaction is not a related party transaction,-(i) a full valuation of the specific property shall be undertaken by the valuer;49(ii)if ,-(1) in case of a purchase transaction, the property is proposed to bepurchased at a value greater than one hundred and ten per cent. of thevalue of the property as assessed by the valuer;(2) in case of a sale transaction, the property is proposed to be sold at avalue less than ninety per cent. of the value of the property as assessedby the valuer,approval of the unit holders shall be obtained in accordance with regulation 22 .

21 (9) No valuer shall undertake valuation of the same property for more than four years consecutively: Provided that the valuer may be reappointed after a period of not less than two years from the date it ceases to be the valuer of the REIT. 204[***](11) In case of any material development that may have an impact on the valuation of the REITassets, then manager shall require the valuer to undertake full valuation of the property underconsideration within not more than two months from the date of such event and disclose thesame to the trustee , investors and the Designated Stock Exchanges within fifteen days of suchvaluation.(12) The valuer shall not value any assets in which it has either been involved with theacquisition or disposal within the last twelve months other than such cases where valuer was

22 (1) The unit holder shall have the rights to receive income or distributions as provided for in the Offer document or trust deed.

22 (2) With respect to any matter requiring approval of the unit holders,-(a) a resolution shall be considered as passed when the votes cast by unit holders, soentitled and voting, in favour of the resolution exceed a certain percentage, asspecified in this regulation, of the votes cast against;(b) the voting may also be done by postal ballot or electronic mode;(c) a notice of not less than twenty one days either in writing or through electronicmode shall be provided to the unit holders;(d) voting by any person who is a related party in such transaction as well as associatesof such person(s) shall not be considered on the specific issue;(e) manager shall be responsible for all the activities pertaining to conducting ofmeeting of the unit holders, subject to overseeing by the trustee:Provided that in respect of issues pertaining to the manager such as change inmanager including removal of the manager or change in control of the manager,Trustee shall convene and handle all activities pertaining to conduct of themeetings:Provided further that in respect of issues pertaining to the trustee such as change inthe trustee, the trustee shall not be involved in any manner in the conduct of themeeting.

22 (3) An annual meeting of all unit holders shall be held not less than once a year within one hundred and twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months.

22 (4) With respect to the annual meeting of unit holders,-(a) any information that is required to be disclosed to the unit holders and any issuethat, in the ordinary course of business, may require approval of the unit holdersmay be taken up in the meeting including,-(i)latest annual accounts and performance of the REIT;51(ii)approval of auditor and fees of such auditor, as may be required;(iii)latest valuation reports;(iv)(v)appointment of valuer, as may be required;any other issue including special issues as specified under sub-regulation (6);(b) for any issue taken up in such meetings which require approval from the unitholders, votes cast in favour of the resolution shall 205[be more than] the votes castagainst the resolution.

22 (5) In case of,-(a) any approval from unit holders required under regulation 18, 19 and 21;(b) any transaction, other than any borrowing, value of which is equal to or greaterthan twenty five per cent. of the REIT assets;(c) any borrowing in excess of specified limit as required under sub-regulation (2)of regulation 20;(d) any issue of units after initial offer by the REIT, in whatever form, other thanany issue of units which may be considered by the Board under sub-regulation(6);(e) increasing period for compliance with investment conditions to one year inaccordance with proviso to sub-regulation (9) of regulation 18;(f) any issue, in the ordinary course of business, which in the opinion of thesponsor(s) or trustee or manager, is material and requires approval of the unitholders, if any;206[(fa) de-classification of the status of sponsor;](g) any issue for which the Board or the designated stock exchange requiresapproval under this sub-regulation,

16 06.2020. Prior to the substitution, the sub-clause read as follows: “(ii) in case of change in control of the sponsor or re-designated sponsor, the sponsor or re-designated sponsor shall provide the dissenting unit holders an option to exit by buying their units;” 55 14] two hundred or below 221[ the trustee may provide a period of one year to the manager to rectify the same, failing which], the 222[manager] shall

23 (1) The manager shall ensure that the disclosures in the offer document are in accordance with the Schedule III to these regulations and any circulars or guidelines issued by the Board in this regard.

23 (2) The manager shall submit an annual report to all unit holders of the REIT with respect to activities of the REIT, within three months from the end of the financial year.

23 (3) The manager shall submit a half-yearly report to all unit holders of the REIT with respect to activities of the REIT within forty five days from the end of the half year ending on September 30th.

23 (4) Such annual and half yearly reports shall contain disclosures as specified under Schedule IV to these regulations.

23 (5) The manager shall disclose to the designated stock exchanges any information having bearing on the operation or performance of the REIT as well as price sensitive information which includes but is not restricted to the following,-(a) acquisition or disposal of any properties, value of which exceeds five per cent. ofvalue of the REIT assets;(b) additional borrowing, at level of 223[holdco or] SPV or the REIT, resulting in suchborrowing exceeding five per cent. of the value of the REIT assets during the year;(c) additional issue of units by the REIT;(d) details of any credit rating obtained by the REIT and any change in such rating;(e) any issue which requires approval of the unit holders;Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016failing which56(f) any legal proceedings which may have significant bearing on the functioning ofthe REIT;(g) notices and results of meetings of unit holders;(h) any instance of non-compliance with these regulations including any breach oflimits specified under these regulations;(i) any material issue that in the opinion of the manager or trustee needs to be disclosedto the unit holders.

23 (6) The manager shall submit such information to the designated stock exchanges and unit holders on a periodical basis as may be required under the listing agreement.

23 (7) The manager shall disclose to the designated stock exchanges, unit holders and the Board

24 The Board may at any time call upon the REIT or parties to the REIT to file such reports, as the Board may desire, with respect to the activities relating to the REIT.

25 (1) The Board may at any time call for any information from the REIT or 224[holdco or SPV(s) or] parties to the REIT or any unit holder or any other person with respect to any matter relating to activity of the REIT.

25 (2) Where any information is called for under sub-regulation (1), it shall be furnished within the time specified by the Board.

26 (1) The manager shall maintain records pertaining to the activity of the REIT including, 225[for a period of not less than seven years,]- 57(a) decisions of the manager with respect to investments or divestments anddocuments supporting the same;(b) details of investments made by the REIT and documents supporting the same;(c) agreements entered into by the REIT or on behalf of the REIT;(d) documents relating to appointment of persons as specified in sub-regulation (5) ofregulation 10;(e) insurance policies for real estate assets;(f) investment management agreement;(g) documents pertaining to issue and listing of units including initial offer documentor follow-on offer document(s) or other offer document(s), in-principle approvalby designated stock exchanges, listing agreement with the designated stockexchanges, details of subscriptions, allotment of units, etc.;(h) distributions declared and made to the unit holders;(i) disclosures and periodical reporting made to the trustee, Board, unit holders anddesignated stock exchanges including annual reports, half yearly reports, etc.;(j) valuation reports including methodology of valuation;(k) books of accounts and financial statements;(l) audit reports;(m) reports relating to activities of the REIT placed before the Board of Directors ofthe manager;(n) unit holders' grievances and actionstaken thereonincluding copies ofcorrespondences made with the unit holders and the Board, if any;(o) any other material documents.

26 (2) The trustee shall maintain records pertaining to,-(a) certificate of registration granted by the Board;(b) registered trust deed;(c) documents pertaining to application made to the Board for registration as a REIT;(d) titles of the real estate assets:58Provided that where the original title documents are deposited with the lender inrespect of any loan / debt, the trustee shall maintain copies of such title documents;(e) notices and agenda send to unit holders for meetings held;(f) minutes of meetings and resolutions passed therein;(g) periodical reports and disclosures received by the trustee from the manager;(h) disclosures, periodically or otherwise, made to the Board, unit holders and to thedesignated stock exchanges;(i) any other material documents.

26 (3) The records specified in sub-regulation (2) may be maintained in physical or electronic form:

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 accounts, records and documents relating to activity of the REIT 226[ or holdco or SPVs or parties to the REIT] for any of the following reasons, namely,-(a) to ensure that the books of account, records and documents are being maintained by theREIT or parties to the REIT in the manner specified in these regulations;(b) to inspect into complaints received from unit holders, clients or any other person, on anymatter having a bearing on the activities of the REIT;(c) to ascertain whether the provisions of the Act and these regulations are being compliedwith by the REIT and parties to the REIT;59(d) to inspect suo motu into the affairs of the REIT, in the interest of the securities market orin the interest of investors .

28 (1) Before ordering an inspection under regulation 27, the Board shall give not less than ten days notice to the trustee of the REIT.

28 (2) Notwithstanding anything contained in sub-regulation (1), where the Board is satisfied that in the interest of the investors no such notice should be given , it may, by an order in writing, direct that the inspection of the affairs of the REIT be taken up without such notice.

28 (3) During the course of an inspection , the REIT against whom the inspection is being carried out and parties to the REIT shall be bound to discharge their obligations as provided in regulation 29.

29 (1) It shall be the duty of every REIT in respect of whom an inspection has been ordered under the regulation 27 , parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of such REIT, including representative of REIT, if any, to produce to the inspecting officer such books, accounts and other documents in his custody or control and furnish him with such statements and information as the inspecting officer may require for the purposes of inspection .

29 (2) It shall be the duty of every REIT, parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of the REIT to give to the Inspecting Officer all such assistance and to extend all such co-operation as may be required in connection with the inspection and to furnish such information as may be sought by the inspecting officer in connection with the inspection .

29 (3) The inspecting officer shall, for the purposes of inspection, have power to examine on oath and record the statement of any employees and directors of the REIT or parties to the REIT or 60 227[ holdco or SPV(s) or] any person responsible for or connected with the activities of REIT or any other associated person having relevant information pertaining to such REIT.

29 (4) The inspecting officer shall, for the purposes of inspection, have power to obtain authenticated copies of documents, books, accounts of REIT, from any person having control or custody of such documents, books or accounts.

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.

31 The Board may after consideration of the inspection report and after giving reasonable opportunity of hearing to the REITs or parties to the REIT 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 REIT to delist its units from the designated stock exchanges and surrenderits certificate of registration;(b) requiring the REIT to sell its assets;(c) requiring the REIT or parties to the REIT to take such action as may be in the interestof the investors;(d) prohibiting the REIT or parties to the REIT from operating in the capital market or

32 A REIT or parties to the REIT or any other person involved in the activity of the REIT who contravenes any of the provisions of the Act or these regulations, 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 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. testing environment where new products, processes, services, business models, etc. may be deployed on a limited set of eligible customers for a specified period of time, for furthering innovation in the securities market, subject to such conditions as may be specified by the

33 In order to remove any difficulties in the application or interpretation of these regulations , the Board may issue clarifications and guidelines in the manner as may be appropriate. 62 229[Power to relax strict enforcement of Regulations (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 or class of listedentities; or(d) the non-compliance was caused due to factors beyond the control of the issuer; or(e) such relaxation will be in the interest of securities market230[; or]231[(f)] any provision of Act(s), Rule(s), regulation(s) under which the listed entity isestablished or is governed by, is required to be given precedence to]

34 The regulations specified in the Schedule VII to these regulations shall be amended in the