TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016
X X X X Extracts X X X X
X X X X Extracts X X X X
....and figures "shall be as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include following" shall be substituted; ii. the sub-clauses (v), (vi), (vii) and (viii) shall be omitted; iii. after clause (k), the following new clause shall be inserted, namely,- "(ka) "debt securities" shall be as defined under Regulation 2(1)(e) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;"; iv. clause (o) shall be omitted; v. after clause (p), following new clause shall be inserted, namely,- "(pa) "general purposes" include such identified purposes for which no specific amount is allocated or any amount so specified towards general purpose or any such purpose by whatever name called, in the offer document filed with the Board: Provided that any issue related expenses shall not be considered as a part of general purpose merely because no specific amount has been allocated for such expenses in the offer document filed with the Board;" vi. after clause (q) , the following new clauses shall be inserted, namely, - "(qa) "holdco" or "holding company" shall mean a company or LLP.,- ....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... "either the REIT or the holdco" shall be inserted; (b) after the word "fifty" and before the words "per cent", the word "one" shall be inserted; xv. after the clause (zt), the following new clause shall be inserted, namely,- "(zta) "sponsor group" - includes: (i) the sponsor(s); (ii) in case the sponsor is a body corporate: a. entities or person(s) which are controlled by such body corporate; b. entities or person(s) who control such body corporate; c. entities or person(s) which are controlled by person(s) as referred at clause b. (iii) in case sponsor is an individual: a. an immediate relative of such individual (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and b. entities or person(s) which are controlled by such individual;"; xvi. in clause (zz),- (a) after the words, figures and symbols "Companies Act, 2013" and before the words "and who has", the words "or as defined hereunder" shall be inserted; (b) after the word "has" and before the word "been", the word and symbol "/have" shall be insert....
X X X X Extracts X X X X
X X X X Extracts X X X X
....for the word "a", the words "the sponsor on behalf of" shall be substituted; ii. in clause (d),- (a) in sub-clause (i), for the words "there are not more than three sponsors each holding or proposing", the words "each sponsor shall hold or propose" shall be substituted; (b) after sub-clause (i), the following new sub-clause shall be inserted, namely,- "(ia) each sponsor and sponsor group shall be clearly identified in the application of registration to the Board and in the offer document/placement memorandum, as applicable: Provided that, for each sponsor group not less than one person shall be identified as a sponsor;"; iii. in clause (g),- (a) for the word "preferential", the word "superior" shall be substituted; (b) the symbol ";" shall be substituted with "and there are no multiple classes of units of REIT:"; (c) after clause (g), the following shall be inserted, namely,- "Notwithstanding the above, subordinate units may be issued only to the sponsors and its associates, where such subordinate units shall carry only inferior voting or any other rights compared to other units;"; iv. clause (h) shall be omitt....
X X X X Extracts X X X X
X X X X Extracts X X X X
.... and before the words "SPV or", the words and symbol "holdco and/or" shall be inserted; (d) after the words "interest in the" and before the words "SPV by", the words and symbol "holdco and/or" shall be inserted; iv. in sub-regulation (3),- (a) after the words and symbol "in the REIT," the words and symbols "the sponsor(s) shall," shall be omitted; (b) in clause (a),- (i) before the words "hold a", the words and symbols "the sponsor(s) and sponsor group(s) shall collectively" shall be inserted; (ii) in the first proviso, after the words "minimum sponsor" and before the words "holding specified", the words and symbols "(s) and sponsor group(s)" shall be inserted; (iii) in the second proviso, after the words "the sponsor" and before the words "exceeding the", the words and symbols "(s) and sponsor group(s)" shall be inserted; (e) in clause (b), before the words "together hold", the words and symbols "the sponsor(s) and sponsor group(s)" shall be inserted; (f) in clause (c),- (i) before the word "individually", the words "each of the sponsor" shall be inserted; (ii) after the word "individually" the symbol "," shall be omitted; (iii) after the wo....
X X X X Extracts X X X X
X X X X Extracts X X X X
....to be offered to the public through such initial offer (a) shall be not less than twenty five per cent. of the total of the outstanding units of the REIT and the units being offered by way of the offer document, if the post issue capital of the REIT calculated at offer price is less than rupees one thousand six hundred crore: Provided that the requirement at sub-clause (a) shall be complied along with the requirement under Regulation 14 (2)(d) of the REIT Regulations. (b) shall be of the value of at least Rs. 400 crore, if the post issue capital of the REIT calculated at offer price is equal to or more than rupees one thousand six hundred crore and less than rupees four thousand crore; (c) shall be not less than ten per cent. of the total of the outstanding units of the REIT and the units being offered by way of the offer document, if the post issue capital of the REIT calculated at offer price is equal to or more than rupees four thousand crore: Provided that any units offered to sponsor or the manager or their related parties or their associates shall not be counted towards units offered to the public: Provided further that any listed REIT which has public holdi....
X X X X Extracts X X X X
X X X X Extracts X X X X
....b) for the words "six months", the words "one year" shall be substituted; (c) after the words "the date of", the word "last" shall be omitted; (d) the words and symbol ",if any and if no observations have been issued by the Board, within six months from the date of filing of final offer document with the designated stock exchanges" shall be omitted; (e) in the proviso,- (i) after the words "follow-on offer", the words "or rights issue" shall be inserted; (ii) after the word "fresh" and before the word "offer", the word "draft" shall be inserted; ix. in sub-regulation (20),- (a) in clause (a),- (i) after the word "exceeding" and before the words "per cent", for the words and symbols "seventy five", the word "ninety" shall be substituted; (ii) after the words "of the" and before the words "issue size", the word "fresh" shall be inserted; (iii) in clause (a), the word "initial' shall be omitted; (iv) in clause (a), the words "or follow on offer document" shall be omitted; (b) in clause (b),- (i) after the words "in the" and before the words "offer document", the words "initial offer document or follow on" shall be omitted; ....
X X X X Extracts X X X X
X X X X Extracts X X X X
....able" shall be inserted; (d) in clause (c), after the words "is exercised", the words "subject to provision of Companies Act, 2013" shall be omitted; iii. after sub-regulation (3), the following sub-regulation shall be inserted, namely,- "(3A) The REIT may invest in properties through holdco subject the following,- (a) the ultimate holding interest of the REIT 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 have any rights that prevent the REIT, the holdco or the SPV(s) from complying with the provisions of these regulations and an agreement shall be entered into with such shareholders or partners to that effect prior to investment in the holdco and/or SPVs; (c) the manager, in consultation with the Trustee, shall appoints the majority of the Board of directors or governing board of the holdco and/or SPV(s); (d) the manager shall ensure that in every meeting including annual general meeting of the holdco and/or SPV(s), the voting of the REIT is exercised;"; iv. in sub-regulation (4),- (a) the words "proportionate to the holding of the R....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ibutable cash flows by the holdco to the REIT, subject to applicable provisions in the Companies Act, 2013 or the Limited Liability Partnership Act, 2008, 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 REIT; and (ii) with respect to the cash flows generated by the holdco on its own, not less than 90% of such net distributable cash flows shall be distributed by the holdco to the REIT;"; (d) in clause (d),- (i) after the words "REIT or", for the word "SPV", the words and symbols "holdco or SPV or if the equity shares or interest in the holdco/SPV are sold by the REIT, then" shall be substituted; (ii) in sub-clause (i), after the word and symbol "holders;", the words and symbols "and if the SPV proposes to reinvest sale proceeds, if any, into another property, it shall not be required to distribute any sale proceeds from such sale to the REIT;" shall be omitted; (iii) in sub-clause (ii),- (a) after the words "the REIT" and before the word "proposes", the words "or SPV" shall be omitted; (b) af....
X X X X Extracts X X X X
X X X X Extracts X X X X
...." and before the words "times the votes", for the words "three", the words "one and half" shall be substituted; iv. in sub-regulation (8), sub-regulation (c),- (a) after the words "falls below" and before the words "two hundred", the words and symbols "as required under sub-regulation (2A) of Regulation 14" shall be inserted; (b) after the word "below" and before the words "the trustee", for the words and symbol "two hundred or below twenty five per cent of the total outstanding units," the words "the trustee may provide a period of one year to the manager to rectify the same, failing which" shall be substituted; (c) after the word "the" and before the words "shall apply", for the word "trustee" the word "manager" shall be substituted; XVII. in regulation 23, in sub-regulation (5), in clause (b), after the words "level of" and before the word "SPV", the words "holdco or" shall be inserted; XVIII. in regulation 25, in sub-regulation (1), after the words "REIT or" and before the word "parties", the words and symbols "holdco or SPV(s) or" shall be inserted; XIX. in regulation 26, sub-regulation (1), after the word and symbol "including," the words and symbol "for a p....
X X X X Extracts X X X X
X X X X Extracts X X X X
....ties to the REIT or their directors/ members of governing board" shall be substituted; (b) in sub-paragraph (b), for the words and symbols "applicant or any of its related party(ies)", the words "REIT or the parties to the REIT or their directors/ members of governing board" shall be substituted; (c) in sub-paragraph (c), for the words and symbols "applicant or any of its related party(ies)", the words "REIT or the parties to the REIT or their directors/ members of governing board" shall be substituted; XXIV. in Schedule II, in paragraph 4, in sub-paragraph (a) i. for the words "within seven days of registering the prospectus with the Registrar of Companies or", the words "alongwith" shall be substituted; ii. for the words "the letter of offer", the words "of the final offer document" shall be substituted; XXV. in Schedule III, - i. in paragraph 6, in sub-paragraph (e), (a) after the words "Details of the" and before the word "SPVs" the words and symbol "holdco and/or" shall be inserted; (b) after the words "REIT in the" and before the word "SPV" the words and symbol "holdco and/or" shall be inserted; (c) after the words "REIT in the"....