TaxTMI 
TaxTMI 
Investment conditions and dividend policy
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....ed that the shareholders' agreement or partnership agreement shall provide for an appropriate mechanism for resolution of disputes between the InvIT and the other shareholders or partners in the holdco and/or the SPV: Provided further that the provisions of these regulations shall prevail in case of inconsistencies between such agreement(s) and the obligations cast upon an InvIT under these regulations.] (b) in case the SPV is a company ^6[/LLP], the investment manager, in consultation with the trustee, shall appoint ^7[majority of] the board of directors or governing board of such SPVs ^8[as applicable]; (c) the investment manager shall ensure that the in every meeting including annual general meeting of the SPV, the voting of the InvIT is exercised. ^9[(3A) The InvIT may invest in infrastructure projects through holdcos subject to the following,- (a) the ultimate holding interest of the InvIT in the underlying SPV(s) is not less than twenty six per cent; (b) no other shareholder or partner of the holdco or the SPV(s) shall ^10[exercise] any rights that prevent the InvIT, the HoldCo or the SPV(s) from complying with the p....
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.... be invested in,- (i) under-construction infrastructure projects, whether directly or through ^21[holdco and/ or] SPVs: Provided that investment in such assets shall not exceed ten per cent. of the value of the ^22[InvIT assets]; (ii) listed or unlisted debt of companies or body corporate in infrastructure sector: Provided that this shall not include any investment made in debt of the ^23[holdco and/ or SPV(s)]; (iii) equity shares of companies listed on a recognized stock exchange in India which derive not less than eighty per cent. of their operating income from infrastructure sector as per the audited accounts of the previous financial year; (iv) government securities; (v) money market instruments ^43[****] or cash equivalents; ^44[(vi) unlisted equity shares of a company which provides project management and other incidental services, subject to the following conditions: A. such services are provided exclusively to the InvIT, its HoldCo(s) and SPV(s); and B. the entire shareholding or interest in such company is held by the InvIT either directly or through its HoldCos or SPVs. (vi....
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.... ^27[(ba) with regard to distribution of net distributable cash flows by the holdco to the InvIT, the following shall be complied: (i) with respect to the cash flows received by the holdco from underlying SPVs, 100% of such cash flows received by the holdco shall be distributed to the InvIT ^47[:] ^48[Provided that if the net distributable cash flow generated by the holdco on its own is negative; the holdco may adjust it against the cash flows received from its underlying SPVs provided that it makes appropriate disclosures in this regard to the unitholders in such form and manner as may be specified by the Board.] (ii) with respect to the cash flows generated by the holdco on its own, not less than 90% of such net distributable cash flows shall be distributed by the holdco to the InvIT.] ^45[(bb) cash flows generated by all InvIT assets shall be considered.] ^41[(c) such distributions shall, (i) be declared not less than once every six months in every financial year in case of publicly offered InvITs; (ii) be declared not less than once every financial year in case of privately placed InvITs; and (iii) s....
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....all hold an infrastructure asset for a period of not less than three years from the date of purchase of such asset by the InvIT, directly or through ^36[holdco and/or] SPV: Provided that this shall not apply to investment in securities of companies in infrastructure sector other than SPVs. (12) In case of any co-investment with any person(s) in any transaction,- (a) the investment by the other person(s) shall not be at terms more favourable than those to the InvIT; (b) the investment shall not provide any rights to the person(s) which shall prevent the InvIT from complying with the provisions of these regulations; (c) the agreement with such person(s) shall include the minimum percentage of distributable cash flows that will be distributed and entitlement of the InvIT to receive not less than pro rata distributions and mode for resolution of any disputes between the InvIT and the other person(s). (13) No schemes shall be launched under the InvIT. (14) The Board may specify any additional conditions for investments by the InvIT as deemed fit. *************** NOTES:- 1 Inserted by Securities and Exchange Board of ....
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....d Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 15 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 16 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 17 Substituted for "eligible infrastructure" by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 18 Substituted for "SPVs" by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 19 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 20 Omitted "proportionate to the holding of the InvITs," by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 21 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.201....