TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016
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....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.,- (i) in which REIT holds or proposes to hold controlling interest and not less than ....
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....ng 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 inserted; (c) after the word "undertake", the words "both financial and technical' shall be inserted; (d) for the proviso, the following shall be substituted,- "(a) a valuer in respect of financial valuation, means,- (i) a chartered accountant, company secretary or cost accounta....
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.... 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 omitted; IV. in regulation 9,- i. in sub-regulation (5), after the words "chartered accountant", the words and symbols "or a valuer, as applicable," shall be inserted; ii. in sub-regulation (15), for the words "and its associates", the words "of the REIT" shall be substituted; V. in regulation 10,- i. in sub-regulation (2), (a) after the words "REIT or", and before the words "SPV have", the words and symbols "holdco and/or" shall be inserted; (b) after the words "REIT or" ....
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....rds "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 word "individually" and before the words "hold not", the words and symbol "shall" shall be inserted; v. in sub-regulation (4),- (a) after the word and symbols "sponsor(s)" and before the word and symbols "propose(s)", the word and symbols "and sponsor group(s)" shall be inserted; (b) in clause (b), after the word and symbols "sponsor(s)" and before the words "shall arrange", the words and symbols "and sponsor group(s)" shall be inserted; (c) in clause (c),- (i) after the word the and before the word "proposed", the word and symbol "sponsor/" shall be omitted; (ii) in the proviso, after the words "exi....
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....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 holding below twenty five per cent on account of sub-clauses (ii) and (iii) above, such REIT shall increase its public holding to at least twenty five per cent, within a period of three years from the date of listing pursuant to initial offer."; iii. in sub-regulation (4),- (a) after the words "through the" and before the word and symbol ", shall", for the word "manager", the words "merchant banker" shall be substituted; (b) after the words "draft offer document", the words and symbols "along with the fee as specified in Schedule II," shall be inserted; (c) for the words "twenty one", the word "thirty" shall be substituted; (d) after the words "filing the" and before the words "offer document", the word "final" shall be omi....
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....e 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; (ii) after the proviso following proviso shall be inserted,- "Provided further, that the offer document shall contain adequate disclosures towards the utilisation of such oversubscription proceeds, if any, and such proceeds retained on account of oversubscription shall not be utilised towards general purposes." x. in sub-regulation (22), in clause (a), after the words "in the" and before the word "SPV", the word "holdco and/or" shall be inserted; xi. after sub-regulation (22), following sub-regulation shall be inserted, namely,- "(22A) The amount for general purposes, as mentioned in objects of the issue in the draft offer document filed with the Board, shall not exceed Ten per cent of the amount raised by the REIT by issuance of units." X. in regulation 16,- (a) after sub-regulation (2), following shall be inserted, name....
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....f 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 REITs" shall be omitted; (b) in clause (a), after the words "through a" and before the words "SPV", the words and figure "holdco and/or" shall be inserted; (c) in clause (a), after the words "by such" and before the words "SPVs", the words and figure "holdco and/or" shall be inserted; v. in sub-regulation (5),- (a) the words " proportionate to the holding of the REITs" shall be omitted; (b) in clause (a), after the word and symbol "properties,", the words and symbols "in which not more than ten percent of value of the REIT assets shall be invested," shall be omitted; (b) in clause (b), after the words "debt of the", for the word "SPV", the words and symbol "holdco and/or SPVs" shall be substituted; vi. after sub-regulation (5), following sub-regulation shall be inserted, namely,- "(5A) The investment conditions as specified at sub-regulation (4) and (5) of regulation 18 shall be complied at the time of Offer documen....
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....n sub-clause (ii),- (a) after the words "the REIT" and before the word "proposes", the words "or SPV" shall be omitted; (b) after the word and symbol "property," and before the words "it shall", the words and symbol "within a period of 1 year," shall be inserted; (c) after the words and symbols "clauses (a)", for the words and symbols "and (b)", the words and symbols ", (b), (c) and (d) of sub-regulation 16" shall be substituted; XIII. in regulation 19,- i. in sub-regulation (3),- (a) the words "both prior to and" shall be omitted; (b) in clause (c),- (i) after the words and symbol "lesser than," and before the word "average", the words "one hundred ten percent and ninety percent of the" shall be inserted; (ii) after the word "valuations", the word and symbol ", respectively" shall be inserted; ii. in sub-regulation (5), in clause (b),- (a) in sub-clause (i), after the word "properties" and before the words "or investments", the words and symbols ", whether directly or through holdco and/or SPVs," shall be inserted; (b) in sub-clause (ii), after the word "REIT", the words and symbols ", holdco and/or SPVs" shall be inserted; iii. in sub-regulation (11),- (a) after....
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....ol "including," the words and symbol "for a period of not less than seven years," shall be inserted; XX. in regulation 27, after the words "activity of the REIT" and before the words "for any of the", the words "or holdco or SPVs or parties to the REIT" shall be inserted; XXI. in regulation 29, after the words "parties to the REIT or" and before the words "any person responsible", the words "holdco or SPV(s) or" shall be inserted; XXII. after the regulation 33, the following new regulation shall be inserted, namely- "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 listed entities; or (d) the non-compliance was caused due to factors beyond the control of the issuer; (e) such relaxation will be in the interest of securities market any provision of Act(s), Rule(s), regulat....
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....ii. in paragraph 7, sub-paragraph (c), shall be omitted; iii. in paragraph 9, in sub-paragraph (b), (a) after the words "party transactions" and before the word "undertaken" the words and symbol "which are" shall be inserted; (b) after the word "undertaken" and before the words "as well as", for the words and symbol "prior to the offer", the words "in last three financial years and current financial year" shall be substituted; iv. in paragraph 11, (a) in sub-paragraph (b), after the word "REIT" and before the word "manager", the words and symbols "(consolidated and stand alone)," shall be omitted; (b) after sub-paragraph (c), the following new sub-paragraphs shall be inserted, naemly- "(d) Projections of income of the REIT over next three years beginning the current financial year certified by the manager and the auditor with respect to calculation and assumptions (e) Contingent liabilities as on the date of the financial information disclosed in the offer document/placement memorandum" v. in paragraph 13, in sub-paragraph (b),- (a) after the words "regulatory actions" and before the words and symbol "pending, against", for the words ", whether completed or" the words ....