TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2023
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.... Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, ─ (1) In regulation 2, in sub-regulation (1), - (a) clause (g) shall be substituted with the following clause, namely, - "(g) "Change in control" - (i) in case of a body corporate - (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation - For the purpose of sub-clause (ii), the expression "controlling interest" means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest;"; (b) after clause (sa), the following clause shall be inse....
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....te amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the InvIT, its holdco or SPV, parties to the InvIT, its holding company, subsidiary or associate or their promoters, or directors in relation to points (A) to (D) shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower. (vi) who, neither himself or herself, nor whose relative(s) - (A) holds or has held the position of a key managerial personnel or is or has been an employee of the Holdco and/or SPV, parties to the InvITor its holding, subsidiary or associate or any company belonging to parties to the InvIT in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed: Provided that in case of a relative who is an employee other than a key managerial personnel, the restriction under this clause shall not apply for his/her employment; (B) is or has been an employee or proprietor or a partner, in any of the three financial years immediatel....
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....been appointed till the date of conclusion of the sixth annual meeting of the unitholders in accordance with the procedure for selection of auditors, as may be specified by the Board." b. after sub-regulation (6), the following sub-regulation shall be inserted, namely - "(6A) The investment manager of the InvIT shall not appoint or re-appoint- (a) an individual as the auditor for more than one term of five consecutive years; and (b) an audit firm as the auditor for more than two terms of five consecutive years: Provided that- (i) the individual auditor who has completed the term under clause (a) shall not be eligible for re-appointment as the auditor in the same InvIT for a period of five years from the date of completion of the term; (ii) the audit firm that has completed its term under clause (b), shall not be eligible for reappointment as the auditor in the same InvIT for a period of five years from the date of completion of its term." (3) in regulation 13, in sub-regulation (2), after sub-clause (d), the following sub-clause shall be inserted, namely - "(e) The auditor shall undertake a limited rev....
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....ll be read as "parties to the InvIT"; (ii) the expression "listed entity" wherever it occurs, shall be read as "InvIT" or "investment manager of InvIT", as may be applicable; (iii) the expression "company secretary" wherever it occurs, shall be read as "compliance officer"; (iv) the expression "executive director" wherever it occurs, shall be read as "non-independent director"; (v) the expression "non-executive director" wherever it occurs, shall be read as "independent director"; (vi) the expression "Board of Directors of the listed entity" wherever it occurs, shall be read as "Board of Directors of investment manager"; (vii) the expression "subsidiary of listed entity" wherever it occurs, shall be read as "HoldCo and/or SPV of InvIT, as applicable". Additional Requirements. 26H. (1) The Board of Directors of the investment manager shall comprise of not less than six directors and have not less than one woman independent director. (2) The quorum for every meeting of the Board of Directors of the investment manager shall be one-third of its total strength or three directors, whichever is higher, i....
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....nce report on governance in the format as may be specified by the Board, to the recognized stock exchange(s) within twenty-one days from the end of each quarter. (2) The report referred in sub-regulation (1) of this regulation shall be signed either by the compliance officer or the chief executive officer of the investment manager." (7) After Schedule VI, the following Schedule shall be inserted namely, - "SCHEDULE VII: GOVERNANCE NORMS PART A: MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF DIRECTORS OF THE INVESTMENT MANAGER [See Regulation 26H (4)] The following minimum information to be placed before Board of Directors of the investment manager: (a) Annual operating plans and budgets and any updates. (b) Capital budgets and any updates. (c) Quarterly results for the investment manager and its operating divisions or business segments. (d) Minutes of meetings of audit committee and other committees of the Board of Directors. (e) The information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of....
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....wledge and belief, no transactions entered into by the investment manager on behalf of InvIT during the year which are fraudulent, illegal or violative of the code of conduct. (c) They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the investment manager pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. (d) They have indicated to the auditors and the Audit committee (1) significant changes in internal control over financial reporting during the year; (2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the investment manager's intern....