TaxTMI 
TaxTMI 
Master Circular for Infrastructure Investment Trusts (InvITs)
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....e master circular. 3. In case of any inconsistency between the master circular and the applicable circulars, the contents of the relevant circular shall prevail. Yours faithfully, Deena Venu Sarangadharan Deputy General Manager Department of Debt and Hybrid Securities Tel no.: 022-26449266 Email: [email protected] ============= Document 1 Table of Contents Chapter 1. Online Filing System for InvITs Chapter 2. Guidelines for public issue of units of InvITs... 5 Chapter 3. Financial information to be disclosed in offer document/placement memorandum 20 Chapter 4. Continuous Disclosures and Compliances by InvITs ....... ..40 Chapter 5. Participation by Strategic Investor(s) in InvITs .. .55 Chapter 6. Guidelines for issuance of debt securities by InvITS......... .57 Chapter 7. Guidelines for preferential issue and institutional placement of units by listed InvITs.. -------------- 59 Chapter 8. Guidelines for filing of placement memorandum by InvITs proposed to be listed...... .68 Chapter 9. Guidelines for rights issue of units by a listed InvIT. .70 Chapter 10. Guideli....
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....ut the obligations relating to the issue. 2.1.2.Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document. 2.2. Filing of offer document 2.2.1. Draft offer document, offer document and final offer document shall mean as under: a) Draft offer document refers to the draft of the offer document filed with the Board and the stock exchanges. b) Offer document refers to the version of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band. c) Final offer document refers to the version of the offer document filed with the Board and the stock exchanges including details with respect to pricing, allotment etc. 2.2.2. The draft offer document shall be filed with the Board and the designated stock exchanges in accordance with InvIT Regulations. 2.2.3. The lead merchant bankers shall submit the following to the Board along with the draft of....
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.... to any of the following, the lead merchant banker shall file fresh draft offer document with the Board highlighting all changes made in the draft offer document or offer document, as applicable, along with the fees as specified in InvIT Regulations: Change in sponsor(s)/ Investment Manager or persons in control of the sponsor(s)/ Investment Manager. Change in more than half of the board of directors of the Investment Manager. Change in any object(s) of the issue contributing/amounting to more than 20% of the issue size. Any increase or decrease in estimated issue size by more than twenty five per cent. 2.2.9. All other changes/updations in the draft offer document or offer document which are not covered under clause 2.2.8 above shall be carried out by the lead merchant banker and offer document with updated details shall be filed with the Board without fees. 2.2.10.The merchant banker shall, after filing the offer document with the Board, make a pre-issue advertisement on the website of the sponsor, investment manager and stock exchanges. 2.2.11.The merchant banker may also issue such pre-issue advertisement in any newspap....
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....nits allotted to the Anchor Investor from the date of allotment in the public issue. Provided that the lock-in for strategic investors shall be one year from the date of allotment in the public issue. [Neither the merchant bankers(s) nor any associate of the merchant bankers, other than mutual funds sponsored by entities which are associate of the merchant bankers or insurance companies promoted by entities which are associate of the merchant bankers or pension funds of entities which are Page 8 of 121 i) associate of the merchant bankers or Alternate Investment Funds (AIFs) sponsored by the entities which are associate of the merchant bankers or FPIs other than Category III sponsored by the entities which are associate of the merchant bankers, shall apply under the Anchor Investors category.]4 The parameters for selection of Anchor Investor shall be clearly identified by the merchant banker. 2.4. Application and Abridged version of the offer document. 2.4.1. The application form and the abridged version of the offer document as stated in Regulation 14(4)(n) of the InvIT Regulations for the issue shall be prepared by the lead....
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....d issue closing. 2.7. Underwriting. 2.7.1. Where the InvIT desires to have the issue underwritten, it shall appoint the underwriters in accordance with SEBI (Underwriters) Regulations, 1993. 2.7.2. The merchant bankers and syndicate members shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations. 2.7.3. In case of underwritten issue, the lead merchant banker or the lead book runner shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. 2.8. Price and price band 2.8.1. The investment manager on behalf of the InvIT may determine the price of units in consultation with the lead merchant banker or through the book building process. 2.8.2. Differential price shall not be offered to any investor. 5 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 Page 10 of 121 2.8.3. The investment manager on behalf of the InvIT shall announce the floor price or price band at least [two] 6 working days before the opening of the bid (in case of an initial public offer) on the website of the sponsor, inves....
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....rticipant ('DP') A registrar to an issue and share transfer agent ('RTA') 2.9.3. Role of intermediaries: a) b) Intermediaries accepting the application forms shall be responsible for uploading the bid along with other relevant details in application forms on the electronic bidding system of stock exchange(s) and submitting the form to SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective SCSBs only). All applications shall be stamped and thereby acknowledged by the intermediary at the time of receipt. 2.9.4.Role of Stock Exchanges: a) Stock Exchanges to provide transparent electronic bidding facility. b) Stock exchange(s) shall validate the electronic bid details with depository's records for DP ID, Client ID and PAN, by the end of each bidding day and bring the inconsistencies to the notice of SCSBs or intermediaries concerned, for rectification and re-submission within the time specified by stock exchange(s). c) d) Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but....
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.....1 may be allotted to applicants in the other category. 7 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 Page 13 of 121 2.10.4.The authorized representatives of the designated stock exchange along with the post issue lead merchant bankers and registrars to the issue shall ensure that the basis of allotment is finalized in a fair and proper manner. 2.11.Maintenance of books and records 2.11.1.A final book of demand showing the result of the allocation process shall be maintained by the lead book runner. 2.11.2.The book runner/s and other intermediaries associated in the book building process shall maintain records of the book building prices. 2.12.Post-issue reports. 2.12.1. The lead merchant banker shall submit the following post-issue reports to the Board: a) initial post issue report as specified in Part A of Annexure - 2, within three working days of closure of the issue. b) final post issue report as specified in Part B of Annexure - 2, within fifteen days of the date of finalization of basis of allotment or within fifteen days of refund of money in case of failure of issue. 2.12.2. The lead merchant ba....
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....s which may distract the investor. g) it shall not display models, celebrities, fictional characters, landmarks or caricatures or the likes. h) i) no issue advertisement shall appear in the form of crawlers (the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television. in any issue advertisement on television screen, the risk factors shall not be scrolled on the television screen and the advertisement shall advise the Page 15 of 121 j) viewers to refer to the red herring prospectus or other offer document for details. it shall not contain slogans, expletives or non-factual and unsubstantiated titles. k) if it contains highlights, it shall also contain risk factors with equal importance in all respects including print size of not less than point seven size. 2.13.5. No such public communication shall be issued giving any impression that the issue has been fully subscribed or oversubscribed during the period the issue is open for subscription. 2.13.6.No such public communication shall contain any offer of incentives, whether direct or indirect,....
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....ral conditions: 2.15.1.Restrictions on issue: No InvIT shall make a public issue of units, if the InvIT or parties to the InvIT or the promoter(s) or director(s) of parties to the InvIT: a) is debarred from accessing the securities market by the Board; b) c) is a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of any other InvIT or InvIT which is debarred from accessing the capital market under any order or directions made by the Board; is in the list of the wilful defaulters published by the Reserve Bank of India. 2.15.2.Alteration of rights of holders of units: No InvIT shall alter the terms (including the terms of issue) of units which may adversely affect the interests of the holders of that units unless a resolution to that effect is passed at a meeting of the unitholders in accordance with Regulation 22(5) of InvIT Regulations. 2.15.3.Prohibition on payment of incentives: No person connected with the issue, including a person connected with the distribution of the issue, shall offer any Page 17 of 121 incentive, whether direct or indirect, in any manner, whether i....
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.... relax the strict enforcement of any requirement of these guidelines, if the Board is satisfied that: a) the requirement is procedural in nature; or b) any disclosure requirement is not relevant for a particular sector/sub-sector or InvIT; or c) d) e) the non-compliance was caused due to factors beyond the control of the InvIT. any provision of Act(s), Rule(s), regulation(s) under which the InvIT is established or is governed by, is required to be given precedence to; or the requirement may cause undue hardship to investors. Page 19 of 121 Chapter 3.Financial information to be disclosed in offer document/placement memorandumâ¹ (A) Financial Information of InvIT: The financial information, to be disclosed in the offer document/placement memorandum, shall comply with the following: 3.1. Period of financial information to be disclosed: 3.1.1. The offer document / placement memorandum shall contain financial information for a period of last three completed financial years immediately preceding the date of offer document / placement memorandum. 3.1.2. If the closing date of the last completed financial year falls m....
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....atement of Changes in Unit holders' Equity; d) Statement of Cash Flows; e) Statement of Net Assets at Fair Value f) Statement of Total Returns at Fair Value g) Explanatory notes annexed to, or forming part of, any statements referred above For the financial statements listed above, the minimum information to be disclosed is given in Section '(H)' below. 3.3.4. The financial information shall be disclosed after making the following adjustments, wherever applicable and wherever quantification is possible: a) Adjustments/rectifications for all incorrect accounting practices or failures to make provisions or other matters which resulted in modified opinion(s) or modification(s) to the opinion in the auditor's report. Page 21 of 121 b) c) d) e) Modified opinion(s), where quantification is not possible and which have not been adjusted, shall be highlighted along with the management comments. If the impact of above adjustments/ rectifications is not considered ascertainable, then a statement to that effect shall be given by the auditors. Material amounts relating to adjustments for prior period errors/item....
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.... The InvIT shall disclose Earnings per Unit (EPU) for the last three years and the interim period, if any. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation. Contingent liabilities: a) b) A statement of InvIT's Contingent liabilities, if any, as on the date of latest financial information disclosed in the offer document/placement memorandum, shall be disclosed. If there are any material changes in the contingent liabilities from the aforementioned date of latest financial information to the date of the offer document / placement memorandum, the details of such changes shall be disclosed in the offer document / placement memorandum. 3.4.3.Commitments: a) A statement of InvIT's Commitments, if any, as on the date of latest financial information disclosed in the offer document/placement memorandum, shall be disclosed. Page 23 of 121 b) If there are any material changes in the commitments from the aforementioned date of latest financial information....
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....ebt at the beginning of each year Additional borrowings during the year Repayments during the year â– Other adjustments / settlements during the year The carrying amount of debt at the end of each year 3.5. Audit of Financial Information: 3.5.1. The financial information shall be audited and the following shall be complied with respect to same: a) The audit shall be carried out by the auditor appointed for the InvIT as per the InvIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India (ICAI) and who holds a valid certificate issued by the Peer Review Board of ICAI. b) c) In providing his report, the auditor shall be guided by the requirements of the 'Guidance Note on Reports in Company Prospectuses', issued by ICAI, to the extent applicable. In particular, the reports of the auditors on the financial statements of the various InvIT assets (whether prepared in accordance with the framework Page 25 of 121 d) e) applicable to such InvIT assets or the framework applicable to the InvIT) for the respecti....
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....luding related assumptions. 3.7. The projections shall be disclosed for InvIT assets/projects that are owned by the InvIT or are proposed to be owned by InvIT prior to the allotment of units in the public offer/private placement. 3.8. The following minimum items shall be disclosed as a part of the projections for the next three years: Project-wise revenue " Project-wise operating cash flows " Assumptions for projections Any other item deemed important for better readability and understanding 3.9. The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall be guided by the requirements of SAE 3400 for 'The Examination of Prospective Financial Information' and any other relevant standards/directions issued by ICAI in this context. 3.10.Further, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Investment Manager. (C) Management Discussion and Analysis of InvIT's operations Page 27 of 121 3.11.InvIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Invest....
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....m Investment Manager regarding sufficiency of the working capital to fulfill the present requirements of InvIT (i.e., at least twelve months from date of listing) shall be disclosed. In case, sufficient working capital is not available in the opinion of Investment Manager, then a statement should be provided describing how it proposes to provide additional working capital requirement. 3.14.Past Market Performance In case of a capital offering subsequent to the initial offer, the market value of the units traded on all the designated stock exchanges where InvIT is listed shall be disclosed: • on the last date of reporting period • highest value during reporting period based on intra-day and on closing price with specified date • lowest value during reporting period intra-day and on closing price with specified date (E) Historical Financial information of Investment Manager and Sponsor(s) Page 29 of 121 3.15.An offer document/placement memorandum of InvIT shall include summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedu....
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....inancial year 2015-16 as comparatives), then it shall disclose financial information for financial years 2016-17 and 2015-16 as per Companies (Indian Accounting Standards) Rules, 2015 and financial year 2014- 15 as per Companies (Accounting Standards) Rules, 2006. Further, for example, if financial information of Investment Manager/Sponsor is presented for the financial years 2014-15, 2015-16, and 2016-17 and such Investment Manager/Sponsor is required by Companies Act, 2013 to report under Ind AS from financial year 2015-16 (with financial year 2014-15 as comparatives), then it shall disclose financial information for all the three financial years, i.e. 201415, 2015-16 and 2016-17, as per Companies (Indian Accounting Standards) Rules. 3.17. Further, if any of the Investment Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS). (F) Framework for calculation of Net Distributable Cash Flows (NDCFs): 3.18.Every InvIT/Investment Manager shall define net distri....
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.... XX XX XX XX (II.) Calculation of Net Distributable Cash Flows at the Consolidated InvIT level: Description Amount Profit after tax as per Statement of profit and loss/income and expenditure (consolidated) (A) XX Add: Depreciation and amortisation as per Statement of profit and loss/income and expenditure (consolidated) XX Add/less: Loss/gain recognised on sale of Infrastructure Assets or equity shares or interest in SPV XX Add: Proceeds from sale of Infrastructure Assets or equity shares or interest in SPV adjusted for the following: XX related debts settled or due to be settled from sale proceeds directly attributable transaction costs Page 32 of 121 Description proceeds reinvested or planned to be reinvested as per para 18 (7) (a) of the InvIT Regulations Amount Add: Proceeds from sale of Infrastructure Assets or equity shares or interest in SPV not distributed pursuant to an earlier plan to re-invest, if such proceeds are not intended to be invested subsequently XX Add/less: Any other item of non-cash expense / non cash income (net of actual cash flows for these items), if deemed nece....
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...., to the extent applicable. However, unlike consolidated financial statements, the combined financial statements shall not have the parent. iii. While preparing Combined Financial Statements, transactions between the entities proposed to be owned by InvIT (i.e. transactions between the entities which are forming part of the combined financial statements) shall be eliminated. iv. Further, all pertinent matters, such as non-controlling interests, foreign operations, different fiscal periods, or income taxes, etc. shall be treated in the same manner as in consolidated financial statements, to the extent applicable. In cases where one or more of the underlying InvIT assets have been held by the sponsor or its associates or its group entities for a period lesser than the last three completed financial years, then such assets may be reflected in the Combined Financial Statements only from the date of holding by such entity. However, if the discrete financial information for such assets is also available for the pre-holding period (i.e. the period before the acquisition by the sponsor or its associates or its group entities), ....
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.... nature of such income) b) Expenses and losses: İ. Valuation expenses; ii. Audit fees; iii. iv. V. ≤ vi. vii. viii. ix. Insurance & security expenses; Employee Benefits Expenses Project management fees (including fees paid to project manager) Investment management fees (including fees paid to investment manager) Trustee Fee Depreciation on property, plant and equipment; Amortization of intangible assets; Page 36 of 121 Custodian fees; Registration fees; X. Finance Cost (Interest); xi. xii. xiii. xiv. XV. Repairs and maintenance in case of infrastructure asset; Loss on sale of assets/investments Other expenses (Clearly indicate nature of such expense) c) Profit or loss for the period before income tax d) Tax expense (current tax and deferred tax) e) Profit or loss for the period after income tax f) g) İ. Items of other comprehensive income Additional line items (if applicable) Items that will not be reclassified to profit or loss ii. Income tax relating to items that will not be reclassified to profit or loss iii. Items ....
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....completed year and interim period, if any. 3.24.Headings, line items, sub-line items and sub-totals may be presented as an addition or substitution on the face of the financial statements when such presentation is relevant to an understanding of an InvIT's financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the InvIT regulations or Indian Accounting Standards or any other law. Page 39 of 121 Chapter 4.Continuous Disclosures and Compliances by InvITs 10 Disclosure of Financial information to Stock Exchanges (A) Financial Information of InvIT: While disclosing its financial information to the Stock Exchanges, an InvIT shall comply with the following: 4.1. Frequency and Time period for disclosures: 4.1.1.An InvIT shall submit its half yearly and annual financial information to the Stock Exchanges. 4.1.2. The financial information shall be submitted to the Stock Exchanges within the following time period: a. The financial information of the first half year period of the financial year, shall be submitted within 45 days from the end of the half year. ....
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....atements in accordance with accounting standards and laws applicable to them. However, for consolidation purposes, consolidated financial information of InvIT in accordance with Ind AS should be disclosed. 4.4.3.In addition to the financial information in accordance with Ind AS as mentioned at Paragraph 4.4.2 above, the InvIT may, if it so desires, also submit the financial information as per the International Financial Reporting Standards. 4.5. Key Financial Statements: 4.5.1.The financial information presented by the InvIT can be in the form of condensed financial statements. Such financial information shall comply with the minimum Page 41 of 121 requirements for condensed financial statements as described in Ind AS 34 on 'Interim Financial Reporting', to the extent applicable. 4.5.2. The annual financial information shall include the following financial statements: a) Balance Sheet; b) Statement of Profit and Loss/Income and Expenditure; c) Statement of Changes in Unit holders' Equity; d) Statement of Cash Flows; e) Statement of Net Assets at Fair Value; f) Statement of Total Returns at Fair Value; g) Explanatory notes ann....
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....r and the Project Manager, including details about methodology for computation of the fees. Whether there has been any material change (materiality to be judged and determined by trustees in light of various pertinent factors including but not restricted to the size of InvIT, amount of change, prevailing circumstances, etc.) in the fees paid to project manager and investment manager compared to the previous reporting period? If yes, detailed reasons and information thereof. 4.6.3.Sub-sector investments: If the InvIT holds assets (whether directly or through its HoldCo(s)/SPV(s)) in more than one infrastructure sectors/sub-sectors, then it shall disclose a breakup of the investments across all sectors/sub-sectors clearly showing investments in each major sector/sub-sector (major sector/sub-sector would constitute not less than 5% of the total investment in the major classification) together with the percentage thereof in relation to the total investment. For determining the infrastructure sectors/sub-sectors, the InvIT shall be guided by latest notifications and any other communications by Ministry of Finance. 4.6.4.Changes in Ac....
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....closures for the above statements shall be same as specified in Paragraph 4 in Section A of Annexure-A to the SEBI Circular No. CIR/IMD/DF/114/2016 dated October 20, 2016 on 'Disclosure of financial information in offer document/placement memorandum' (Paragraph 3.4 of Chapter 3 of the master circular) 4.7. Approval and authentication of financial information: Before submission of the financial information to the Stock Exchanges, the financial information shall be approved by the Board of Directors/Governing Body of the Investment Manager and shall be authenticated and signed in the following manner: 4.7.1.The financial information shall be signed by two designated personnel of the Investment Manager certifying that the financial information do not contain any false or misleading statement or figures and do not omit any material fact which makes the statements or the figures contained therein misleading. 4.7.2.Subsequent to the above, the financial information shall be signed by the Chairperson or the Managing director/partner or the Whole time director/partner on the Board of Directors/Governing Body of the Investment Manager and in the ....
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....dards and laws, as applicable for the Investment Manager. 4.10.The above information may not be disclosed if the Investment Manager's Net worth is not materially eroded (Material erosion shall be judged by the Trustees in light of Page 46 of 121 various pertinent factors including but not restricted to size of InvIT, size of Investment Manager, amount of Net worth erosion, prevailing circumstances, etc.) when compared to its Net worth as per its last disclosed financial statements by the InvIT. If the financial information of Investment Manager is not disclosed because of the fact that there is no material erosion in the net worth as compared to the net worth as per the last disclosed financial statements, the said fact shall be clearly disclosed. (C) Obligation to maintain proper books of account and records, documents etc. 4.11.Every InvIT shall maintain proper books of account, records and documents etc. relating to a period of not less than eight financial years immediately preceding a financial year, or where the InvIT had been in existence for a period of less than eight years, in respect of all the preceding years. Other Contin....
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.... held held Sub- Total (A) (2) Total unit holding of Sponsor & Sponsor Group |(A) = (A)(1) +(A)(2) (B) Public Holding (1) Institutions (a) Mutual Funds (b) Financial Institutions/ Banks (c) Central/Stat e Govt. (d) Venture Capital Funds (e) Insurance Companies (f) Provident/p ension funds (g) Foreign Portfolio Investors (h) Foreign Venture Capital investors (i) Any Other (specify) Page 49 of 121 As a No. of units % of mandatorily Number of units pledged Cat Total held11 or otherwise No. of e Category of Outsta encumbered 11 Units gor Unit holder nding No. of As a % No. As a % Held y Units units of total of of total units units units held held Sub-Total (B) (1) (2) Non- Institutions (a) Central (b) Government /State Government s(s)/Preside nt of India Individuals (c) NBFCs registered with RBI (d) Any Other (specify) Sub-Total (B) (2) Total Public Unit holding |(B) = (B)(1)+(B)(2 Total Units ....
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....e - 8 on the website of the InvIT and also filed with the recognized stock exchange(s), where its units are listed within 21 days from the end of financial year or end of quarter, as the case may be.] 12 4.16.4.The Trustee and the Board of Directors/Governing Body of the Investment Manager, shall review the aforementioned statement, before submission of the same to the Stock Exchange(s), and shall ensure that all investor complaints are redressed by the Investment Manager in timely manner. 4.17.Statement of deviation(s) or variation(s) 4.17.1.The InvIT shall submit to the recognized stock exchange(s), where its units are listed, the following statement(s) on a quarterly basis for any private issue, public issue, rights issue, preferential issue, etc.: a) b) Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document/placement memorandum or explanatory statement to the notice for the general meeting, as applicable; Statement indicating category wise variation between projected utilization of funds made by it in its offer document/placement memorandum or explanatory statement to th....
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....iod. InvITs shall submit to the stock exchange on a half yearly basis along with the half yearly financial results, a statement indicating material deviations, if any, in the use of proceeds of issue of debt securities from the objects stated in the offer document. 13 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018 Page 53 of 121 4.18.2.With reference to ILDS Regulations and LODR Regulation and circulars issued thereunder, the reference to the following terms made therein, should, for the purpose of this paragraph 4.18, be construed as follows, unless otherwise required: Reference to Articles of Association/ Memorandum of Association Board of directors Directors of the company Shares Shareholder Shareholding pattern Share capital To be construed as Trust Deed Board of Director/Governing Body of the Manager Directors of the manager Units Unit holder Unit holding pattern Unit capital 4.19.Enhanced Financial disclosures for InvITs 14 4.19.1.InvITs, which in terms of Regulation 20(3)(b) of the InvIT Regulations, have their aggregate consolidated borrowings and deferred payment....
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....reement shall not be terminated except in the event the issue fails to collect minimum subscription. 15 Circular No. SEBI/HO/DDHS/CIR/P/2018/10 dated January 18, 2018 Page 55 of 121 5.1.2.The units subscribed by strategic investors, pursuant to the unit subscription agreement, will be locked-in for a period of 180 days from the date of listing in the public issue. Page 56 of 121 Chapter 6.Guidelines for issuance of debt securities by InvITs 16 6.1. For issuance of debt securities, InvITs shall follow provisions of SEBI (Issue and Listing of Debt Securities Regulations), 2008 ("ILDS Regulations") in the following manner: 6.1.1.Regulation 4 (5) and Regulation 16 (1) of ILDS Regulations, 2008 shall not be applicable for issuance of debt securities by InvITs. 6.1.2. The compliances required to be made with respect to Companies Act, 2013 or any filing to be made to Registrar of Companies in terms of the ILDS Regulations, shall not apply to InvITs for issuance of debt securities unless specifically provided in this chapter. 6.1.3.All other provisions of ILDS Regulations shall apply to InvITs subject to there being no conflict with ....
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.... to pass the resolution in terms of clause 7.2.1 above: Provided in case of issuance of units through “institutional placement" the minimum listing period required shall be 12 months. 7.2.3. The InvIT has obtained in principle approval of the stock exchange(s) for listing of the units proposed to be issued under these guidelines. 7.2.4. The InvIT is in compliance with all the conditions for continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder. 7.2.5. None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). 17 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019 Page 59 of 121 7.2.6. [The InvIT shall not make any subsequent institutional placement until the expiry of two weeks from the date of the prior institutional placement made pursuant to one or more special resolutions.] 18 Manner of issuance of units 7.3. Any issuance of units under these guidelines shall be done in ....
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....acement as provided in paragraphs 7.4 to 7.11 below. Manner of preferential issue of units by a listed InvIT 7.4. Unit holders' approval 7.4.1.The issuer shall, in an explanatory statement to the notice for the general meeting proposed for passing the resolution in terms of para 7.2.1 above, make appropriate disclosures including the following: a) Objects of the preferential issue; Maximum number of units to be issued; b) NAV of the InvIT; c) d) e) f) g) Intent of the parties to the InvIT, their directors or key managerial personnel to subscribe to the issue; Unitholding pattern of the InvIT before and after the preferential issue; Time frame within which the preferential issue shall be completed; Identity of the natural persons who are the ultimate beneficial owners of the units proposed to be allotted and/or who ultimately control the proposed allottees: Provided that if there is any listed company, mutual fund, scheduled commercial bank, insurance company registered with the Insurance Regulatory and Development Authority of India in the chain of ownership of the proposed allottee, no further disclosure....
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....lated to preferential issue of units shall be the date thirty days prior to the date on which the meeting of unitholders is held to consider the preferential issue. Where the relevant date falls on a weekend or a holiday, the day preceding the weekend or the holiday will be reckoned to be the relevant date. b) “Relevant stock exchange†shall mean the recognised stock exchange in which the units of the InvIT are listed, and in which the highest trading volume in respect of the units of the InvIT has been recorded during the preceding twenty-six weeks prior to the relevant date. c) "Frequently traded units" for the purpose of this chapter shall mean the units of the InvIT, in which the traded turnover on any recognised stock exchange during the twelve calendar months preceding the relevant date, is at least ten percent of the total number of issued and outstanding units of such class of units of the InvIT: Provided that where the number of issued and outstanding units of a particular class of units of the InvIT is not identical throughout such period, the weighted average number of total units of such class of the issuer ....
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....ble for allotment of units on preferential basis.] 22 7.7.2.Allotment pursuant to the unit holders' resolution shall be completed within a period of fifteen days from the date of passing of such resolution: Provided that in case the approval of any regulatory, governmental or statutory body agency is required, then in such cases the period of fifteen days will commence from the date of approval from such regulatory, governmental or statutory body/agency: Provided further that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days from the date of the resolution, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the InvIT and the investment manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money with interest at the rate of fifteen percent per annum. Manner of institutional placement of units by a listed InvIT 7.8. Placement document 7.8.1. The issuer shall appoint one or more merchan....
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....ly traded units Page 66 of 121 7.9.2.Where the units of the InvIT are not frequently traded, the price determined by the InvIT shall take into account the NAV of the InvIT based on a full valuation of all existing InvIT assets conducted in terms of InvIT Regulations. 7.10.Transferability 7.10.1.The units allotted through the institutional placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange. 7.11.Allotment 7.11.1.Allotment pursuant to the unit holders' resolution shall be completed within a period of 365 days from the date of passing of such resolution: Provided that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days from the date of the closure of the issue, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the InvIT and the investment manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money w....
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....ights issue of units by a listed InvIT24 9.1.Conditions for issuance 9.1.1.No InvIT shall make a rights issue of units unless the following conditions are satisfied: a) A resolution of the board of directors of the investment manager approving the rights issue of units and determining the record date has been passed. b) c) d) e) f) Units of the same class, which are proposed to be allotted are already listed on a stock exchange. The InvIT has obtained in-principle approval of the stock exchange(s) for listing of units proposed to be issued under these guidelines. The InvIT is in compliance with the continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder. Provided that imposition of only monetary fines by stock exchanges on the InvIT shall not be a ground for ineligibility for undertaking issuances under these guidelines. None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). Non....
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.... the stock exchange(s) where the units of the InvIT are listed and Page 71 of 121 further make it public by posting the same on the website of the stock exchange(s) for seeking public comments for a period of seven working days from the date of filing the draft letter of offer. 9.3.4. The draft letter of offer shall also be displayed on the website of the InvIT and the merchant bankers. 9.3.5. The investment manager shall, after filing the draft letter of offer and letter of offer with the Board, make appropriate advertisement on the website of the sponsor, investment manager and stock exchanges. 9.3.6. The investment manager may also issue such advertisement in any newspaper and on the website of the InvIT. 9.3.7. The Board may specify changes or issue observations, if any, on the draft letter of offer within fifteen days from the later of the following dates: a) b) c) d) the date of receipt of the draft letter of offer, filed under sub-clause 9.3.1; or the date of receipt of satisfactory reply from the lead merchant banker(s), where the Board has sought any clarification or additional information from them; or t....
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....the date of intimation and the record date) prior to the record date. The InvIT shall not withdraw its rights issue after announcement of the record date. Provided that in case the InvIT withdraws the rights issue after announcing the record date, it shall not be eligible to make an application for listing of Page 73 of 121 any of its units on any stock exchange for a period of twelve months from the record date. 9.6.2. The rights issue shall open within three months from the record date. 9.6.3. The rights issue shall be kept open for at least three working days but not more than fifteen working days. 9.7. Manner of issuance of units 9.7.1. Any issuance of units under these guidelines shall be done in the following manner: a) The rights entitlements shall be credited to the demat account of the unitholders before the date of opening of the issue. The rights entitlements shall include a right exercisable by the person concerned to renounce the units offered to him/her or any of them in favour of any other person and the draft letter of offer, letter of offer and the notice sent to the unitholders shall contain a statement to t....
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....he units in full to the extent of their rights entitlement and have also applied for additional units shall be made as far as possible on an equitable basis, having due regard to the number of units held by them on the record date, provided there is an undersubscribed portion after making allotment in (a) above. Allotment to the renouncees, who having applied for the units renounced in their favour and also applied for additional units, provided there is an undersubscribed portion after making full allotment specified in (a) and Page 75 of 121 d) e) (b) above. The allotment of such additional units may be made on a proportionate basis. Allotment to sponsor(s) and their associates, who are unitholders on the record date and who have disclosed their intent to subscribe to additional units in terms of 9.8.2 above, if there is an unsubscribed portion after making full allotment as per clause (a), (b) and (c) above. Allotment to the underwriter appointed for the issue, if any, at the discretion of the board of directors of the investment manager, subject to disclosure in the draft letter of offer and / or letter of offer as applic....
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....trading as a disciplinary measure during last three years immediately preceding the record date; no regulatory action has been imposed on the InvIT in the three years preceding the year in which rights issue is proposed; Provided that imposition of only monetary fines by stock exchanges on the InvIT shall not be a ground for ineligibility for undertaking issuances under this clause. 9.11.10. there shall be no conflict of interest between the lead merchant banker(s) and the InvIT or its associates in accordance with the applicable regulations; 9.11.11. The sponsor(s) shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except for the purpose of complying with minimum public shareholding norms prescribed under the InvIT Regulations, 2014; Page 77 of 121 9.11.12. there are no audit qualifications on the audited accounts of the InvIT in respect of those financial years for which such accounts are disclosed in the letter of offer; Explanation: For the purpose of this chapter, "audit qualifications" shall be those disclosed under applicable accounting standard relating to modification t....
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....ssue 10.4.2. The investment manager, on behalf of the InvIT, shall carry out the obligations relating to the issue. 10.4.3. The investment manager shall ensure that disclosures made in the letter of offer contains material, true, correct and adequate disclosures and are in accordance with the InvIT Regulations and guidelines or circulars issued thereunder. 10.4.4. The letter of offer shall contain disclosures as specified in Annexure - 4. 10.4.5. The letter of offer shall also be furnished to the Board in soft copy. 10.5.Application 10.5.1. The application form for the issue shall be prepared by the investment manager and the investment manager shall make arrangements for distribution of the application form along with letter of offer to all unit holders as on the record date at least five days prior to the opening of the issue. 10.6.Pricing of Units 10.6.1. The investment manager on behalf of the InvIT shall decide the issue price before determining the record date. 10.6.2. The issue price shall be disclosed in the letter of offer. 10.7.Timelines 10.7.1. The rights issue shall open within three months from the record d....
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....ard providing details of the allottees and allotment made within 15 days of the issue closing date. Page 82 of 121 Chapter 11.Requirement of minimum number and holding of unit holders for unlisted InvITs27 11.1.Registered unlisted InvITs which have already issued units as on August 04, 2021, shall comply with the provisions of sub-regulation (3) of Regulation 26B of the InvIT Regulations within a period of six months from August 04, 2021. 27 Circular SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/611 dated August 04, 2021 Page 83 of 121 Chapter 12.Encumbrance on units of InvITs28 12.1.Encumbrance on units 12.1.1.Entities required to hold units in terms of Regulation 12 of the InvIT Regulations may create encumbrance on such units during the mandatory holding period wherein encumbrance shall include pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of encumbrance: Provided that the conditions for creation and invocation of encumbrance, provided in this chapter, are also included in the agreement executed for the purpose of creation of such encumbrance: ....
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...., · İ. - a company, its holding company, subsidiary company and any company under the same management or control; ii. a company, its directors, and any person entrusted with the management of the company; iii. directors of companies referred to in item i) and ii) of this sub- clause and associates of such directors; iv. immediate relatives; 29 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020 Page 85 of 121 V. vi. vii. viii. ix. X. an institutional investor and wherever applicable its sponsor, trustees, trustee company, asset management company; a collective investment scheme and its collective investment management company, trustees and trustee company; a merchant banker and its client, who is an Acquirer; a portfolio manager and its client, who is an Acquirer; banks, financial advisors and stock brokers of the Acquirer, or of any company which is a holding company or subsidiary of the Acquirer, and where the Acquirer is an individual, of the immediate relative of such individual: Provided that this sub-clause shall not apply to a bank whose sole role is that of pr....
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....tions, 2011.] 30 13.2.An acquirer providing exit option to dissenting unitholders in terms of this chapter shall appoint one or more merchant bankers, registered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of InvIT Regulations and this chapter. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along with the due diligence certificate, in line with format specified in Form A in Annexure-l of SEBI circular no. CIR/IMD/DF/55/2016 dated May 11, 2016 (Annexure - 1 of the master circular), with the Exchange(s). The broad contents of LoF are indicated in Annexure - 5. 30 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021 Page 87 of 121 13.3. Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure-l of SEBI circular no. CIR/IMD/DF/55/2016 dated May 11, 2016 (Annexure - 1 of the master circular), shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer. 13.4.Man....
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....ders Upon receipt of public notice from the Lead Manager, IM shall provide the list of dissenting unit holders to the Lead Manager(s). and within twenty one days from the date of receipt of notice from the acquirer Within forty eight hours of the last day of voting Within twenty four hours of the Date of Intimation Immediately but not later than twenty four hours from the receipt of public notice from the Acquirer Page 89 of 121 Activity Description Acquirer through the Lead Manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and file a copy of the same with the stock exchange(s). Lead Manager(s) shall exercise due diligence with regard to all information and disclosures contained in the LoF. Timelines Within three working days from the date of public notice by the Acquirer regarding exit option/offer The stock exchange(s) shall disseminate the LoF on its website as soon as it receives the same. Acquirer shall create an escrow account At least two working days wherein the aggregate amount of prior to opening of the consideration based on the list of disse....
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....isions of Regulation 22(5C) or Page 91 of 121 Activity Description Timelines holders in case approval of the requisite Regulation 22(7) of InvIT majority is not received. Further, a person being inducted as a sponsor shall give declaration to IM with regard to satisfying the eligibility conditions prescribed for a sponsor under InvIT Regulations. Regulations Immediately but not later On receipt of second notice, IM shall intimate than twenty four hours from to stock exchange(s) IM shall convene a meeting of unit holders for voting Intimation of outcome of the unit holders' meeting by the IM to Acquirer and stock exchange(s) along with the number of dissenting unit holders and total number of units held by them as of the cut-off date, as certified by its compliance officer. IM shall provide the list of dissenting unit holders to the Lead Manager(s). The day of aforesaid intimation by IM shall be construed as "Date of Intimation". the receipt of such second notice Voting to be completed not later than three working days from the cut-off date and within twenty one days from the date o....
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.... in cash with a scheduled commercial bank as a part of the escrow account. For such part of the escrow account as is in the form of a cash deposit with a scheduled commercial bank, the acquirer shall while opening the account, empower the lead manager to the exit option/offer to instruct the bank to issue a banker's cheque or demand draft or to make payment of the amounts lying to the credit of the escrow account. For such part of the escrow account as is in the form of a bank guarantee, such bank guarantee shall be in favour of the lead manager to the exit option/offer and shall be kept valid throughout the period of exit option/offer and for an additional period of thirty days after completion of payment of consideration to unit holders who have tendered their units in acceptance of the exit option/offer. 13.5.Exit Price Page 94 of 121 13.5.1.The exit price payable to the dissenting unit holders shall be highest of the following: a) the highest negotiated price per unit of the InvIT for any acquisition under the agreement attracting the obligation of exit option; b) c) d) e) the volume-weighted average price ....
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....er under InvIT Regulations or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of units of the InvIT whether by way of bulk deals, block deals or in any other form. 13.5.4.[In case an acquisition described under Regulation 22(5C) or change in sponsor or inducted sponsor or change in control of sponsor or inducted sponsor under regulation 22(7) of InvIT Regulations is triggered pursuant to an open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the exit option price shall stand enhanced by an amount equal to a sum determined at the rate of ten per cent per annum for the period between the first notice date and second notice date.] 32 13.6.Maintenance of minimum public unitholding 13.6.1.If the units tendered in exit option are such that, if accepted may result in public unit holding below the minimum public unit holding norm prescribed under InvIT Regulations, in such scenario, tendered units shall be accepted on proportionate basis so as to maintain the minimum public unit holding post completion of exit option process. ....
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.... been obtained for inclusion of their units as part of sponsors contribution. (6) We certify that the proposed activities of the InvIT for which the funds are being raised in the present issue fall within the objectives of the Trust as specified in the Trust Deed of the InvIT. (7) We confirm that necessary arrangements have been made to ensure that the moneys received pursuant to the issue are kept in a separate bank account and that such moneys shall be released by the said bank only after permission is obtained from all the stock exchanges mentioned in the offer document. We further confirm that the agreement entered into between the bankers to the issue and the Investment manager on behalf of the InvIT specifically contains this condition. (8) We certify that the following disclosures have been made in the draft offer document: (a) An undertaking from the Investment manager on behalf of the InvIT that at any given time, there shall be only one denomination for the units of the InvIT and An undertaking from the Investment manager on behalf of the InvIT that it shall comply with such disclosure and accounting norms specified by the Boar....
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....gnated stock exchange and subsequent amendments/ advertisements (if applicable) dated (Details of advertisements to be enclosed), We confirm: (a) that the registrations of all the intermediaries named in the offer document, are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority as on date. (b) that the abridged version of the offer document contains all the disclosures as specified in the InvIT Regulations and circulars thereunder. Place: Merchant Banker(s) to the Issue Date: with Official Seal(s) Page 101 of 121 FORM D FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER ALONG WITH FINAL POST ISSUE REPORT To, Securities and Exchange Board of India Dear Sirs, Sub.: Public issue of by (Name of InvIT) We, the under noted post issue lead merchant bankers to the abovementioned issue state as follows: (1) We confirm that – (a) for the units offered for lock-in, non-transferability details have been informed to the depositories; (b) details of lock-in have been provided to all the stock exchanges on which units ....
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....tal amount deposited in the account and date of deposit. (1) IN CASE OF SUBSCRIBED ISSUE: (1) Name of the InvIT: (2) Issue opening date: (3) Actual closing date (4) Issue Details (as per the offer document): (a) Offer price per unit (b) Issue Size : Rs. in lakhs (5) 3-Day Report (a) (b) Due on: Submitted on: (6) No. of collecting banks: (Also specify no. of bank branches) (7) Bank-wise names of branches which did not submit final consolidated certificates from closure of issue and mention the dates when they actually submitted (8) Subscription Details - (i) No. of applications recd. (ii) No. of units applied for (iii) Amount of subscription received (iv) No. of times issue subscribed : Rs. (9) Actual Date of finalisation of Basis of Allotment (enclose copy): (10) Allotment Details : (a) No. of successful allottees (b) No. of unsuccessful allottees (11) Actual Date(s) of completion of : (a) Allotment (b) Refund : (c) Reasons for delay in allotment/refund, if any (d) Whether interest paid for delayed period, if so, for which period (12) Amount of refund due : Rs. (13) Refund....
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....Application and in multiples of units thereafter Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Expected Date of Allotment Issuance mode of the Instrument Depository Objects of the Issue Brief description of the assets under the InvIT Relevant Financial ratios Capital structure of the InvIT assets Brief details of valuation of each asset Brief description of ROFR, if any Brief details of policy of distributions to the unit holders Brief details of fee and expenses charged or chargeable to the InvIT 2. Top 5 risk factors 35 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016 Page 106 of 121 Annexure -4.36 [see Chapter 10] Disclosures in a letter of offer by unlisted InvIT 1. Disclaimer to the effect that the letter of offer relates to an issue being made to existing unit holders as on record date under the InvIT Regulations and these guidelines. 2. The letter of offer shall contain the disclosures as specified under Schedule III of the InvIT Regulations in the following manner: 2.1. The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19 shal....
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....or disposal of any material asset(s)after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer, the financial information should be prepared on a pro forma basis certified by statutory auditors of the InvIT for the last completed financial year and the stub period (if any). 6.2. Disclosure as per clause 6.1 above may be incorporated by reference to any public disclosures of financials made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT. 6.3. Summary of the audited standalone financial statements of the assets proposed to be acquired for the previous three years and the stub period (if any) 7. Distribution including the manner of calculation of the net distributable cash flows, history of distributions made in the last three financial years or from the date of listing of the InvIT and the policy, if any. 8. Manner of Application and Allotment: 8.1. How to apply, availability of application forms and letter of offer and mode of payment ....
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....n to unit holders, etc. are as per the timelines specified in relevant chapter. 1.3. The source from which data / information is obtained should be mentioned in the relevant pages of LoF. 1.4. The LoF shall, inter alia, shall include the following: 1.4.1.Details of the Acquirer (including PAC, if any) including its background, experience, areas of operation, relationship between Acquirers, pre and post exit offer unit holding etc. financial position (financial statements/net worth, as applicable) etc. In case of financial statements, audited Profit & Loss statement, Balance Sheet and Cash Flow statement for last three years along with latest available financial statements. Latest financials should not be older than six months from the date of LoF. 1.4.2.Details of the exit option/offer, statutory approvals and detailed timelines with regard to exit option process including operational terms and conditions etc. subject to which Acquirer(s) would accept the offer. 1.4.3.Details of exit price including total amount of funds required to make the payment of consideration to unit holders, details of escrow account and bank guarantee, as ....
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.... obtained after exercising proper due diligence. Page 111 of 121 Disclosures in a letter of offer Annexure - 6.38 [see Chapter 9] 1. Disclaimer to the effect that the letter of offer relates to an issue being made to existing unit holders as on record date under the InvIT Regulations and applicable guidelines. 2. The draft letter of offer and the letter of offer shall contain the disclosures as specified under Schedule III of the InvIT Regulations in the following manner: a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19 shall be made in the letter of offer. b) The disclosures in clause (a) above may be incorporated by reference to disclosures made in any previous offer document or placement memorandum or placement document or annual report duly published by the InvIT: Provided that the link(s) to such document wherever available, including on the website of the InvIT, stock exchanges or SEBI, shall also be provided. Provided further that any modification/update in the information provided in such documents shall be suitably incorporated in the draft letter of offer and the letter of offer. ....
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.... of the letter of offer, the financial information should be prepared on a pro forma basis certified by statutory auditors of the InvIT for the last completed financial year and the stub period (if any).]39 b) Disclosure as per clause (a) above may be incorporated by reference to any public disclosures of financials made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT, stock exchanges. 39 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020 Page 113 of 121 c) Summary of financial statement of the assets being acquired for the previous three years. 8. Distribution including the manner of calculation of the net distributable cash flows, history of distributions made in the last three financial years or from the date of listing of the InvIT and the policy, if any. 9. Manner of Application and Allotment: a) How to apply, availability of application forms and letter of offer and mode of payment b) Allotment and renunciation in even lots c) Dealing with Fractional Entitlement: Manner of dealing with fractional....
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....placement document, as applicable; number of units traded on the days when high and low prices were recorded in the relevant stock exchange during period of (a) and (b) above, and total volume traded on those dates; 2.2. The stock market data specified in paragraph 2.1 above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure 2.3. The market price immediately after the date on which the resolution of the board of directors of the investment manager of the issuer approving the institutional placement was passed. 2.4. Valuation report which forms the basis for calculation of issue price for infrequently traded units. (if applicable) 3. The preliminary placement document and placement document shall contain the disclosures as specified under schedule III of the InvIT Regulations in the following manner: a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19 shall be made in the preliminary placement document and placement document. b) The disclosur....
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....the InvIT has undertaken any acquisition or disposal of any material assets after the latest period for which the financial information is disclosed in the placement document but before the date of placement document, the pro forma financial statements shall be prepared and certified by statutory auditors for the last completed financial year and the stub period (if any). Page 116 of 121 b) c) Summary of the audited standalone financial statements of the assets proposed to be acquired for the previous three years and the stub period (if any) Disclosure as per clause (a) above may be incorporated by reference to any public disclosures of financials made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT, stock exchanges.]41 8. Distribution including the manner of calculation of the net distributable cash flows, history of distributions made in the last three financial years or from the date of listing of the InvIT and the policy, if any. 9. Other disclosures: a) b) Unit holding pattern Review of Credit ....
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....S complaints Less Complaints resolved during FY/QE 1-3 3-6 6-9 9-12 Greater than 1 months months months months than 12 month months Page 119 of 121 Total Name of InvIT Annexure - 9.44 [see Chapter 12] Format for disclosure of details of encumbrance Name of the recognised stock exchanges where the units of InvIT are listed Name of the sponsor as applicable Total unitholding Specific details about the encumbrance No. of units - % of total outstanding units - Encumbrance (Date of creation of encumbrance: Type of encumbrance No. and % of units encumbered Encumbered units as a % of total units held Period of encumbrance Name of the entity in whose favour units have been encumbered Purpose of borrowing Signature of Authorised Signatory: Place: Date: No. of units: % of total outstanding units: 44 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020 Page 120 of 121 Date Subject List of circulars 11/05/2016 Guidelines for public issue of units of InvITs 20/10/2016 Disclosure of financial information in offer document/placement memora....