TaxTMI 
TaxTMI 
Definitions
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.... (viii) ^5[****] (c) "Board" means the Securities and Exchange Board of India established under section 3 of the Act; (d) "body corporate" shall have the meaning assigned to it in or under sub-section (11) of section 2 of the Companies Act, 2013; (e) "bonus issue" means additional units allotted to the unit holders, as on the record date fixed for the said purpose, without any cost to the unit holder; (f) "certificate" means a certificate of registration granted under these regulations; ^55[(g) "Change in control" - (i) in case of a body corporate - (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or chan....
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.... the designated stock exchange: Provided further that the InvIT may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of units of the InvIT under these regulations; (o) "eligible infrastructure project" means an infrastructure project which, prior to the date of its acquisition by, or transfer to, the InvIT, satisfies the following conditions,- (i) For PPP projects,- (1) the Infrastructure Project is ^7[a] completed and revenue generating ^8[project], or ^9[(1a) the Infrastructure Project, which has achieved commercial operations date and does not have the track record of revenue from operations for a period of not less than one year, or] (2) the Infrastructure Project is a pre-COD project; (ii) In non-PPP projects, the infrastructure project has received all the requisite approvals and certifications for commencing construction of the project; ^68[(oa) "employee unit option scheme" means a scheme under which the investment manager grants unit options to its employees through an employee benefit trust. Explanation. - For the above purpose, employees of....
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.... (iii) who is not related to the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, the subsidiary or associate or their promoters or directors; (iv) who, apart from receiving director's remuneration, does not have any or has had no material pecuniary relationship with the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, the subsidiary or associate or their promoters or directors, during the three immediately preceding financial years or during the current financial year; (v) none of whose relatives- (A) is holding securities of or interest in the InvIT, its Holdco and/or SPV,, parties to the InvIT, their holding Company, subsidiary or associate during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the unit capital of the InvIT, two percent of the paid-up capital of the parties to the InvIT, their holding Company, subsidiary or associate or Holdco and/or SPV respectively or such higher sum as may be specified; (B) is indebted to the InvIT, its Holdco and/or SPV, parties to the InvIT, its holdi....
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....y or associate amounting to ten per cent or more of the gross turnover of such firm; (C) holds together with his relatives two per cent or more of the total voting power of the InvIT, its Holdco and/or SPV, parties to the InvIT; (D) is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts or corpus from the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate, any of its promoters, directors or that holds two per cent or more of the total voting power of the InvIT, its Holdco and/or SPV parties to the InvIT; (E) is a material supplier, service provider or customer or a lessor or lessee of the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate; (vii) who is not less than 21 years of age; or (viii) who possesses such other qualifications as may be specified by the Board;] ^52[^58[(sc)] "inducted sponsor" means any company or LLP or body corporate which has been inducted as a sponsor in accordance with sub-regulation (7) of regulation 22]  ....
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.... InvIT" means an InvIT whose units are listed on a recognized stock exchange; (ze) "LLP" means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008; (zf) "investment manager" means a company or LLP or body corporate which manages assets and investments of the InvIT and undertakes activities of the InvIT as specified under regulation 10; (zg) "NAV" or "net asset value" means the value of the InvIT ^18[assets reduced by the external debt] divided by the number of outstanding units as on a particular date; ^65[Explanation. - For the purpose of calculating the number of outstanding units, any outstanding subordinate units shall not be included] (zh) "net worth" in relation to a company or a body corporate shall have the meaning assigned to it under sub-section (57) of section 2 of the Companies Act, 2013;. (zi) "non-PPP project" means an infrastructure project that is not a PPP project; (zj) "offer document" means any document described or issued as an offer document including any notice, circular, advertisement or other document inviting offers ^19[through a public issue] for the sub....
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....ion to the responsibilities as under the concession agreement or any such agreement entered into with the concessioning authority;] (zp) "project manager" means ^26[a company or LLP or a body corporate] designated as the project manager by the InvIT, responsible for achieving execution ^27[/management] of the project as specified under regulation 11 and in case of PPP projects, shall mean the entity responsible for such execution and achievement of project milestones in accordance with the concession agreement or any other relevant project document; ^70[(zq) "public" means any person other than: (i) the related party of the InvIT, its sponsor, investment manager or project manager; or (ii) any other person as may be specified by the Board: Provided that a person specified above, who is also a qualified institutional buyer in an offer, shall be considered as "public" for the purpose of these regulations: Provided further that the sponsor, sponsor group, investment manager and project manager of the InvIT shall not be considered as "public" for the purpose of these regulations.] (zr) "public issue" means issue of units by....
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....ntities or person(s) which are controlled by entities or person(s) specified in clause (iii).] (zy) "SPV" or "special purpose vehicle" means ^77[a] company or LLP,- (i) in which ^35[either] the InvIT ^36[or the holdco] holds or proposes to hold controlling interest and not less than fifty ^37[one] per cent. of the equity share capital or interest: ^78[Provided that in case of PPP projects where such acquisition or holding is disallowed by the Government or regulatory provisions under the concession agreement or such other agreement, this clause shall not apply and shall be subject to the provisions under proviso to sub - regulation (3) of regulation 12;] (ii) which holds not less than ninety per cent. of its assets directly in infrastructure projects and does not invest in other SPVs; ^79[***] ^80[Provided that, in respect of an SPV holding an infrastructure project, the conclusion or termination of the concession agreement or such other agreement of a similar nature shall not affect its status as an SPV and such an SPV shall continue to be classified as an SPV subject to the fulfilment of such conditions as may be specified by the Board....
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.... (zzf) ^45["valuer" means any person who is a "registered valuer" under section 247 of the Companies Act, 2013 or as specified by the Board from time to time.] (zzg) ^46["value of ^47[the] InvIT assets"] means ^48[^49[value of the assets of the InvIT]] as assessed by the valuer based on value of the infrastructure and other assets owned by the InvIT, whether directly or through ^50[holdco and/or] SPV ^51[****] (2) The words and expressions used and not defined in these regulations, but defined in the Act, the Securities Contracts (Regulation) Act, 1956, (42 of 1956), the Companies Act, 2013 (18 of 2013), or any rules or regulations made thereunder, shall have the same meanings respectively assigned to them in those Acts, rules or regulations or any statutory modification or re-enactment thereto, as the case may be. *************** NOTES:- 1 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read as '"associate" of any person includes'. 2 Sub clause (v) omitted by Securities and Exchange Board of India (Infrastructure Investm....
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.... w.e.f 30.11.2016. 14 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016 w.e.f 30.11.2016, w.e.f 30.11.2016. 15 Sub clause (w) omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read as "initial offer document" means any document by which initial offer is made to the public by an InvIT; 16 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 17 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 18 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 19 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to its substitution it was read as 'from the public'. 20 Omitted by Securities and Exchange Board of India (Infrastructure Investment ....
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....n clause (i) and (ii); 34 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as associates, promoters, directors and partners of the persons mentioned in clause (i) and (ii); 35 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 36 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 37 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 38 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the omission it read as which is not be engaged in any other activity other than activities pertaining to and incidental to the underlying infrastructure projects; 39 Words "and in case of PPP projects, shall mean the infrastructure developer or a special purpose vehicle holding concession agreement", omitt....
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....tates; (viii) Appraisal Institute, United States; (ix) Institute of Engineers; (x) Council of Architecture or the Indian Institute of Architects: Provided that, the persons referred to in sub-sub-clause (i) and qualified person referred to in sub-sub-clause (ii) of sub-clause (a) above, shall have not less than five years continuous experience after acquiring membership of respective institutions: Provided further that, persons referred to in sub-sub-clauses (i) to (x) of sub-clause (b) above, shall have a minimum working experience of five years in relevant areas of valuation practice and in relation to relevant asset value and categories; and be citizens of India." 46 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as 'value of InvIT means value of InvIT assets as assessed by the valuer based on value of the infrastructure and other assets owned by the InvIT, whether directly or through SPV excluding any debtor liabilities thereof. 47 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendme....
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....ubstituted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 before it was read as, "sponsor(s)" 62. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 before it was read as, "(zxa)" 63. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 64. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 65. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024 66. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024 67. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024 68. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/192 dated 09-07-2024 69. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/192 dated 09-07-2024 70. Substituted vide F. No. SEBI/LAD-NRO/GN/2025/259 dated 01-09-2025 before it was read as, "(zq) "public" for the purposes of offer and listing of units means any person other than related party of the InvIT or any other person as may be specified by the Board: Provided that in case any related par....