TaxTMI 
TaxTMI 
Master Circular for Infrastructure Investment Trusts (InvITs)
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....ned in Appendix to this Master Circular shall stand superseded with the issuance of the Master Circular. With respect to the directions or other guidance issued by SEBI, as specifically applicable to Infrastructure Investment Trusts, the same shall continue to remain in force in addition to the provisions of any other law for the time being in force. Terms not defined in this Master Circular shall have the same meaning as provided under the relevant Regulations. 3. Notwithstanding such supersession, 3.1. anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or adjudication commenced or show cause notice issued prior to such supersession, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular; 3.2. any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; 3.3. the previous operation of the ....
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....d InvITs............... ........... Chapter 8. Guidelines for filing of placement memorandum by InvITs proposed to be ..71 listed.................. Chapter 9. Guidelines for rights issue of units by a listed InvIT Chapter 10. Encumbrance on units of InvITS .............80 ..81 .90 Chapter 11. Manner and mechanism of providing exit option to dissenting unit holders ...91 Chapter 12. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for public offers by InvITs .104 Chapter 13. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for private placement of units ..... .105 Chapter 14. Framework for conversion of Private Listed InvIT into Public InvIT. _ .106 Chapter 15. Reduction of timelines for listing of units of privately placed Infrastructure Investment Trust (InvIT)...... Page 3 of 177 .110 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 16. Issue and listing of Commercial Paper by....
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....foresaid online filing system has been made operational. 1.3. Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual. 1 Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/83 dated July 24, 2017 Page 6 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 2.Guidelines for public issue of units of InvITs² 2.1.Appointment and obligations of merchant banker and others: 2.1.1.The Investment Manager on behalf of the InvIT, in line with Regulation 10 (5) of SEBI InvIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue. 2.1.2.Where the issue is managed by more than one merchant banker, the right....
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....g dates: Ä°. the date of receipt of the draft offer document by the Board; or ii. iii. the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or the date of receipt of a copy of in-principle approval letter issued by the recognised stock exchanges; twenty one working days from the date of receipt of satisfactory reply from b) the lead merchant bankers, where the Board has sought any clarification or additional information from them; 2.2.6. The lead merchant banker shall ensure that all comments received from the Board on the draft offer document are suitably addressed prior to the filing of the offer document with the Board and designated stock exchanges; 2.2.7. The lead merchant banker shall submit the following documents to the Board along with the offer document: Page 8 of 177 a) b) 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of Ind....
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....estors as under: a) b) d) e) f) A strategic investor as defined under InvIT Regulations may participate in the issue under the category of Anchor Investor. An Anchor Investor shall make an application of a value of at least Rs. 10 crore in the public issue; Provided that in case of strategic investor, the aforesaid application value shall be subject to Regulation 2(1)(zza) of the InvIT Regulations. Allocation to Anchor Investors shall be on a discretionary basis and subject to the minimum of 2 investors for allocation upto Rs. 250 crore and minimum of 5 investors for allocation of more than Rs. 250 crore. The bidding for Anchor Investors shall open one day before the issue opening date and allocation to Anchor Investors shall be completed on the same day. If the price fixed as a result of book building is higher than the price at which the allocation is made to Anchor Investor, the Anchor Investor shall bring in the additional amount within two days of the date of closure of the issue. However, if the price fixed as a result of book building is lower than the price at which the allocation is made to Anchor Investor, the....
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....ion in the public issue for that number of units which exceeds the number of units offered to public. 2.5. Security Deposit 4 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 Page 11 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.5.1. The Investment Manager on behalf of the InvIT shall deposit, before the opening of subscription, and keep deposited with the stock exchange(s), an amount calculated at the rate of 0.5% of the amount of units offered for subscription to the public or Rs 5 crore, whichever is lower. 2.5.2. The manner of deposit/refund/release/forfeiture of such deposit shall be in the manner specified by the stock exchange(s) and by the Board from time to time. 2.6. Opening of an issue and subscription period. 2.6.1. An issue shall be opened after at least five working days from the date of filing the final offer document with the Board. 2.6.2. The lead merchant banker shall submit a due diligence certificate as per Form C of A....
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....ite of the sponsor, investment manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of InvIT, if applicable. 2.8.4. The announcement referred to in clause 2.8.3 above shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled “basis of issue price" in the final offer document. 2.8.5. The floor price or price band and the relevant financial ratios referred to in clause 2.8.4 shall be disclosed on the websites of those stock exchanges where the units are proposed to be listed. 2.8.6. The floor price or price band shall be pre-filled in the application forms available on the websites of the stock exchanges. 6 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 Page 13 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.8.7. The Investment manager on behalf of the InvIT sha....
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....shall upload bid on the Stock Exchange bidding platform and block funds in investors account. ii. iii. An investor may submit the completed bid-cum-application form to the intermediaries mentioned above along with details of his/her bank account for blocking of funds. The intermediary shall upload the bid on the Stock Exchange bidding platform and forward the application form to a branch of a SCSB for blocking of funds. An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned above and use his / her bank account linked UPI ID for the purpose of blocking of funds, if the application value is Rs.5 lac or less. The intermediary shall upload the bid on the Stock Exchange bidding platform. The application amount would be blocked through the UPI mechanism in this case. 2.9.4. New entities / mechanisms part of the public issue process using UPI a) National Payments Corporation of India (NPCI): NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and Ind....
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....s platform to decide the eligible applications and process the allotment as per applicable SEBI Regulations. iii An application without valid application amount shall be treated as invalid application by the Registrar. Page 16 of 177 ¡ 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India iv The Registrar shall credit units to all valid allottees. v The Registrar shall ensure refund of application amount or excess application amount in the bank account of the applicant as stated in its demat account.] 10 [Stock Exchange Stock Exchanges to provide transparent electronic bidding facility. ii 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). iii Stock exchange(s) shall allow modification of selected field....
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....ronic 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). V All applications shall be stamped and thereby acknowledged by the intermediary at the time of receipt.]13 [Collecting Bank i The Collecting Bank shall be responsible for addressing any investor grievances arising from non-confirmation of funds to the Registrar despite successful realization of the payment instrument in favour of the issuer's Escrow Account, or any delay or operational lapse by the Collecting Bank in sending the forms to the Registrar. 12 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022 13 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 Page 18 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.9.7.Other requirements in public issue process a) The additional text of data fields required to be included in the Appli....
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....s. 2.10.2. The allotment of units to applicants other than anchor investors shall be on proportionate basis within the specified investor categories and the number of units allotted shall be rounded off to the nearest integer, subject to minimum allotment as per InvIT Regulations. 2.10.3.In case of under-subscription in any investor category, the unsubscribed portion in either of the category specified in clause 2.3.1 may be allotted to applicants in the other category. 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.Listing of units16 2.11.1.The Self Certified Syndicate Banks (SCSBs), stock exchanges, depositories, intermediaries shall co-ordinate to ensure completion of listing (through public issue) and commencement of trading of units of InvIT, within six working days from the date of closure of issue. The indicative timelines from issue closure till listing are as under: Timelines from issue closure till listing SI. Details of activities....
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....ction cases. (working day*) 4 e) Transfer of shares from Sponsor Demat a/c to Trust Demat account a) Finalization of technical rejection and minutes of the meeting between Investment Manager on behalf of InvIT, merchant banker, RTA. b) The allotment in the public issue of units to applicants other than anchor investors and strategic investors shall be on proportionate basis. c) RTA shall finalise the basis of allotment and submit it to the designated stock exchange for approval. d) Designated stock exchange to approve the basis of allotment. e) RTA to prepare funds transfer schedule based on approved basis of allotment. f) RTA and merchant banker to issue funds transfer instructions to SCSBs. g) Sponsor shall transfer its entire shareholding or interest or rights in the HoldCo and /or SPV or ownership of the infrastructure projects as disclosed in the offer document. h) Investment manager on behalf of the InvIT to initiate corporate action for credit of units of InvIT to the sponsor/other shareholders of the SPVs/assets. Page 22 of 177 T+3 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à....
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....r 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. 2.13.2. The lead merchant banker shall submit a due diligence certificate along with the final post issue report as per Form D of Annexure - 1. 2.14.Public communications, publicity materials, advertisements and research reports. 2.14.1.Any public communication including advertisement, publicity material, research reports, etc. concerned with the issue shall not contain any matter extraneous to the contents of the offer document. Explanation: Public communication includes but not limited to corporate, project and issue advertisements of the InvIT, interviews by its sponsors, investment Page 24 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय à....
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.... strip at the bottom of the television screen) on television. i) j) in any issue advertisement on television screen, the risk factors shall not be scrolled on the television screen and the advertisement shall advise the 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. 2.14.5.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. 2.14.6.No such public communication shall contain any offer of incentives, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise. 2.14.7.[The merchant bankers shall submit a compliance certificate in respect of news reports appearing for the period between the date of filing the draft offer document with the Board and the date of closure of the issue in accordanc....
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....nits, 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) 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; Page 27 of 177 c) 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India is in the list of the wilful defaulters published by the Reserve Bank of India. 2.16.2.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. 2.16.3.Prohibition on payment of incentives: No person connected with the issue, including....
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....e and the date of closure of the issue shall be reported to the recognised stock exchanges where the units of the InvIT are listed or going to be listed, within twenty four hours of the transactions. 2.17.Power to relax strict enforcement of these guidelines. a) 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 guidelines, if the Board is satisfied that: the requirement is procedural in nature; or b) any disclosure requirement is not relevant for a particular sector/sub-sector or InvIT; or c) the non-compliance was caused due to factors beyond the control of the InvIT. d) 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 e) the requirement may cause undue hardship to investors. Page 29 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 3.Fi....
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....(G)' below. 3.3. Content and basis of preparation of financial information: 3.3.1. The financial information shall be prepared in accordance with Indian Accounting Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015. 3.3.2. The financial information presented by the InvIT can be in the form of condensed financial statements. Such financial information shall comply with the minimum requirements for condensed financial statements as described in Ind AS 34 on 'Interim Financial Reporting', to the extent applicable. 3.3.3. The financial information shall, inter-alia, disclose the following financial statements: Balance Sheet; a) 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 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 Sect....
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....rd of India 3.3.5. Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements. Materiality shall be judged and determined by the Investment Manager depending upon pertinent facts and circumstances, including the size or nature of the item or a combination of both. In addition to the consideration of 'materiality' as specified above, any item of income or expenditure, which exceeds one per cent of the revenue from operations or Rs.10 lacs, whichever is higher, shall be disclosed separately either on the face of financial statements or in the schedules/notes. 3.4. Additional financial disclosures In addition to the financial statements referred in Paragraph 3.3 above, the following statements/disclosures shall also be included as a part of the audited financial information and shall also be subjected to audit: 3.4.1.Project wise operating cash flows: The InvIT shall disclose operating cash flow from the projects (project-wise) for all the InvIT assets that are included in such financial information for....
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.... information shall be provided Summary of valuation report; â– Material conditions or obligations in relation to the transaction; â– Rate of interest, if external financing has been obtained for the transaction/acquisition; and Page 34 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ â– Securities and Exchange Board of India Any fees or commissions received or to be received by any associate of the related party in relation to the transaction. 3.4.5.Capitalisation statement An InvIT shall disclose a Capitalisation Statement showing total debt, net worth, and the debt/equity ratios before and after the completions of issue. An illustrative format of the Capitalisation Statement is specified hereunder: Pre-issue as at Particulars (Amount) Total Debt XX Unit holders' Funds Unit Capital XX Xx XX XX XX Reserves XX As adjusted for issue XX XX XX XX XX Provided that in case of any change in the Unit Capital (since the date from ....
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....e financial statements audited by other auditors have been relied upon shall be disclosed in the audit report. As a part of the audit report, the auditor shall state whether: Ä°. he has obtained all information and explanations which, to the best of his knowledge and belief, were necessary for the purpose of his audit; ii. the Balance Sheet and the Statement of Profit and loss/Income and Expenditure are in agreement with the books of account of the InvIT; and Page 36 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India iii. the financial statements comply with the applicable accounting standards in his opinion. e) Ä°. As a part of the audit report, the auditor shall give his opinion as to whether: the balance sheet gives a true and fair view of the state of affairs of the InvIT as at the balance sheet dates; ii. iii. iv. the statement of profit and loss/income and expenditure gives a true and fair view of the InvIT's profits or losse....
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....and Analysis (MDA) (by the Investment Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with financial information of previous two years. 3.12.MDA shall, inter-alia contain the following: â– â– Overview of the business of the InvIT A summary of the financial information containing significant items of income and expenditure. Page 38 of 177 â– â– â– 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Factors that may affect results of the operations, key risks and mitigating factors Quality of earnings and revenue streams Significant developments subsequent to the last financial year: • A statement by the Investment Manager whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the offer document and which materially and adversely affect or is likely to affect the business or profitab....
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....e 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) 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 schedules)) of Investment Manager and Sponsor(s) for past three completed years, prepared in accordance with accounting standards, as applicable, as per the Companies Act, 2013 and rules thereunder. For example, if the concerned entity is required to follow Companies (Accounting Standards) Rules, 2006 during the entire period of last three years, then the three year financial information of such entity shall be prepared in accordance with Companies Page 40 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (Accounting Standards....
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....oard of India 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 distributable cash flows (NDCFs) for itself and the definition as decided by InvIT/Investment manager shall be: a) subject to compliance with Companies Act, 2013 or Limited Liability Partnership Act, 2008, or any Central Government Act, as applicable; an....
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....lculation 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 Page 43 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Description Securities and Exchange Board of India related debts settled or due to be settled from sale proceeds directly attributable transaction costs proceeds reinvested or planned to be reinvested as per para 18 (7) (a) of the InvIT Regulations 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 procee....
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....cial Statements: i. These statements shall be prepared on a combined basis and presented as if InvIT assets were a part of a single group since the first day of the reporting period for which information is being presented. ii. iii. iv. The principles for preparation of combined financial statements shall be same as the principles laid down in “Ind AS 110 Consolidated Financial Statements", to the extent applicable. However, unlike consolidated financial statements, the combined financial statements shall not have the parent. 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. 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 ....
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....¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India viii. Cash and cash equivalents; ix. Deferred tax assets; X. Assets for current tax. b) Equity and Liabilities i. Unit capital; ii. Other payables; iii. iv. Provisions; Financial liabilities (excluding amounts shown under (b) and (c)), separately disclosing liabilities owed to sponsors; V. Liabilities for current tax; vi. Deferred tax liabilities; vii. Other liabilities 3.23.2.Line items for Statement of Profit and loss/Income and Expenditure a) Incomes and gains: Ä°. Revenue from operations; ii. Dividend; iii. Interest; iv. Profit on sale of assets/investments V. Other income (Clearly indicate nature of such income) b) Expenses and losses: Ä°. Valuation expenses; ii. Audit fees; iii. Insurance & security expenses; iv. Employee Benefits Expenses V. vi. Project management fees (including fees paid to project manager) Investment management fees (including fees paid to investment manager) ....
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....at minimum, include the following: S.No. Particulars A. Assets B. Liabilities Book Value Fair Value XXXX XXXX XXXX (as reflected in the balance sheet) C. Net Assets (A-B) XXXX XXXX D. No. of Units XXXX XXXX E. NAV (C/D) XXXX XXXX Notes: (i) 'Statement of Net Assets at Fair Value' shall be provided only as on the last date of the financial information document/placement memorandum. disclosed in the offer (ii) Further, the breakup of the fair values of the assets shall be given project- wise in the notes to the Statement of Net Assets at Fair Value. 3.23.6.Line items for ‘Statement of Total Return at Fair Value': The line items for the Statement of Total Return at Fair Value, shall, at minimum, include the following: Page 49 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Particulars Total Comprehensive Income (As per the Statement of Profit and loss/Income and Expenditur....
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....d basis. 4.3. Comparative information 19 Circular No. CIR/IMD/DF/127/2016 dated November 29, 2016 Page 51 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4.3.1.The annual financial information shall contain comparative information for the immediately preceding financial year. The half yearly financial information shall contain comparative information for the immediately preceding half year as well as for the corresponding half year in the immediately preceding financial year. 4.3.2.The comparative information would consist of corresponding amounts (comparative figures) for all the items shown in the key financial statements (as specified in Paragraph 4.5 below), including notes, and for the additional disclosures (as specified in Paragraph 4.6 below), to the extent applicable. 4.3.3.In cases where the InvIT was not in existence in the previous corresponding reporting period(s) mentioned at Paragraph 4.3.1 above, then the comparative information may not....
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....t and Loss/Income and Expenditure; b) Explanatory notes annexed to, or forming part of, any statements referred above. 4.5.4.For the key financial statements listed above, the minimum information to be disclosed shall be as specified in paragraphs 3.23 and 3.24 of Chapter 3 of this master circular. 4.5.5.Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements. For determining materiality, the InvIT shall be guided by paragraph 3.3.5 of Chapter 3 of this master circular. 4.5.6.In cases of any sale/redemption of any holdings/investments in underlying SPV(s)/HoldCo(s) or any sale of infrastructure assets by the InvIT, the profit/loss on such transactions should be shown on a gross basis. Page 53 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4.6. Additional disclosures while submission of financial information In addi....
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.... adequate disclosures required as per the applicable accounting laws (including Ind AS 8 issued by the ICAI). 4.6.5.Disclosures related to Modified Opinion(s) a) b) The below mentioned disclosures would be required only in case of annual financial information of the InvIT: If the auditor has expressed any modified opinion(s) in respect of the audited annual financial information of the InvIT, then the InvIT, while submitting such financial information to the Stock Exchange(s), shall file a “Statement on Impact of Audit Qualifications" disclosing such modified opinion(s) and the cumulative impact of the same in the format as specified in Annexure I to the SEBI Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016. With respect to the format referred in the aforementioned Circular, the reference to "Earnings per Share' and 'Management' should be construed as a reference to 'Earnings per Unit' and 'Board of Directors/Governing Body of the Investment Manager' respectively. Further, the aforementioned statement on impact of audit qualifications shall be signed by the following: • Chairperson/CEO/MD of the Investmen....
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....orized by the Board of Directors/Governing Body to sign the financial information. Page 56 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4.8. Audit of Financial Information: 4.8.1.The annual financial information shall be audited, whereas the half yearly financial information may be either audited or unaudited. In case the InvIT opts to submit unaudited financial information, the same shall be subject to limited review by the auditor of InvIT. 4.8.2.The audit/limited review 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. 4.8.3.In case the financial information is audited, it shall comply with all the requirements specified in paragraph 3.5 of Chapter 3 of this master circular, to the ex....
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....respect of all the preceding years. Other Continuous Disclosures to Stock Exchanges and Other Compliances 4.12.Listing Agreement: 4.12.1.InvIT shall enter into a simplified listing agreement, with all the Stock Exchanges where it proposes to list its units, in lines with the format as specified under the SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 on 'Format of uniform Listing Agreement'. 4.12.2.However, with respect to the compliance with the listing conditions, InvIT shall follow the InvIT regulations and circulars issued therein. 4.13.Disclosure of Unit holding pattern: 4.13.1.An InvIT shall disclose its Unit holding pattern for each class of unit holders, as applicable, within the following time periods, as applicable: â– One day prior to listing of units on the stock exchanges; On quarterly basis, within 21 days from the end of each quarter; and Page 58 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Within 10 days of any c....
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....older Total held 20 No. of Category of Outsta or otherwise encumbered 20 Units Inding No. of As a % No. As a % Held y Units units of total of of total units units units held held (f) Provident/p ension funds (g) Foreign Portfolio Investors (h) Foreign Venture Capital investors (i) Any Other (specify) 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 Page 61 of 177 531 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India As a No. of units % of mandatorily Number of units pledged Cat Total held 20 or otherwise No. of e Category of Outsta encumbered 20 Units gor Unit holder Inding No. of As a % No. As a %....
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....h other electronic platform or system of the Board as shall be mandated from time to time, in order to handle investor complaints electronically in the manner specified by the Board. 4.16.3.[All complaints including SCORES complaints received by the InvIT shall be disclosed in the format mentioned in Annexure - 7 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.]21 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) 21 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/600 dated July 22, 2021 Page 63 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of....
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....0, 61 and 61A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") and any other provisions of the aforesaid regulations as may be applicable to InvITs. Additional line items that shall be disclosed by InvITs which have issued/listed their debt securities are as follows: i. Asset cover available; ii. debt-equity ratio; iii. debt service coverage ratio; iv. interest service coverage ratio; c) d) V. net worth; Modified opinion(s) in audit reports having a bearing on the interest payment or redemption or principal repayment capacity of the InvITs shall be appropriately and adequately addressed by the board of the manager while publishing the accounts for the said period. 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. 4.19.Enhanced Financial disclosures for InvITs23 4.19.1.InvITs, which in terms of Regulation 20(3)(b) of the ....
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....e determined in the public issue is lower than the price at which the allocation is to be made to strategic investor, the excess amount shall not be refunded to the strategic investor and the strategic investor shall take allotment at the price at which allocation was agreed to be made to it in unit subscription agreement. The draft offer document or offer document, as applicable, shall disclose details of the unit subscription agreement. Such details shall include name of each strategic investor, the number of units proposed to be subscribed by it or the investment amount, proposed subscription price per unit, etc. 24 Circular No. SEBI/HO/DDHS/CIR/P/2018/10 dated January 18, 2018 Page 67 of 177 f) 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India The unit subscription agreement shall not be terminated except in the event the issue fails to collect minimum subscription. 5.1.2.The units subscribed by strategic investors, pursuant to the unit subscription agreement, ....
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.... of this chapter, 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 Investment Manager Directors of the manager Units Unit holder Unit holding pattern Unit capital Page 70 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 7.Guidelines for preferential issue and institutional placement of units by listed InvITs26 Definitions 7.1. "Institutional Placement†shall mean a preferential issue of units by a listed InvIT only to Institutional Investors, as defined under InvIT Regulations. Conditions for issuance 7.2.A listed InvIT may make a preferential issue of units or institutional placement of units under these guidelines, if it satisfies the following conditions: 7.2.1. A resolut....
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....e Trustee in a separate bank account in the name of the InvIT and shall only be utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed. 7.3.4.The minimum allotment and trading lot for units issued shall be equivalent to the minimum allotment and trading lot as applicable to the units of the same class, under the extant provisions of the InvIT Regulations or circulars issued thereunder. 7.3.5.[Post allotment, the InvIT shall make an application for listing of the units to the stock exchange(s) and the units shall be listed within two working days from the date of allotment: Provided that where the InvIT fails to list the units within the specified time, the monies received shall be refunded through verifiable means within four working days from the date of the allotment, and if any such money is not 28 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/183 dated September 28, 2020 Page 72 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ ....
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....ltimate beneficial owners of the allottees, where the allottees are institutions/entities, the identification of such ultimate beneficial owners, shall be in accordance with the guidelines prescribed by the Board, if any. 7.5. Pricing of Units A. Pricing of frequently traded units 7.5.1.[Where the units of the InvIT are frequently traded, the price of units to be allotted pursuant to the preferential issue shall not be less than higher of the following: i. ii. the 90 trading days' volume weighted average price of the related units quoted on the recognised stock exchange preceding the relevant date; or the 10 trading days' volume weighted average prices of the related units quoted on a recognised stock exchange preceding the relevant date. 7.5.2.A preferential issue of units to “institutional investors" not exceeding five in number, shall be made at a price not less than the 10 trading days' volume weighted average prices of the related units quoted on a recognised stock exchange preceding the relevant date. Explanation: a) “Relevant date†for the purpose of clauses related to preferential issue o....
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....e Board of India Provided further that units allotted in excess of twenty-five percent of the total unit capital of the InvIT shall be locked-in for one year from the date of trading approval.]31 [Explanation: For the computation of the lock-in requirement, the units held by the sponsor(s) and locked-in for three years, in the past in terms of Regulation 12 (3) of the InvIT Regulations shall be taken into account. The units locked- in pursuant to Regulation 12(3) of the InvIT Regulations shall not be put under fresh lock-in again, even though they are considered for computing the lock- in requirement, in case the said units are free of lock-in at the time of the preferential issue.]32 7.6.2. The units allotted to persons other than the sponsor(s) shall be locked-in for a period of one year from the date of trading approval for such units. 7.6.3. The entire pre-preferential issue unitholding of the allottees, if any, shall be locked-in from the relevant date up to a period of six months from the date of trading approval. 7.7. Allotment 7.7.1. [Preferential issue of units shall not be made to any person who has sold or transferred....
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....ing approval for the units, furnish to each stock exchange on which the same class of units of the issuer are listed, a due diligence certificate stating that the units are being issued under institutional placement and that the issuer complies with requirements of these guidelines, and also furnish a copy of the preliminary placement document along with any other document required by the stock exchange. 7.8.3. The lead manager(s) shall exercise due diligence and shall satisfy themselves with all aspects of the Issue including the veracity and adequacy of disclosures in the placement document. Page 77 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 7.8.4.The institutional placement shall be made on the basis of a placement document which shall contain all material information, including disclosures as specified in Annexure - 6.. 7.8.5.The preliminary placement document and the placement document shall be serially numbered and copies of the same shall be ci....
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.... shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or investment manager, or is a person related to, or related party or associate of, the sponsor(s) or the investment manager: Provided that allotment of units can be made to the sponsor for un-subscribed portion in the institutional placement subject to following conditions a. at least ninety percent of the issue size has been subscribed b. objects of the issue is acquisition of assets from that sponsor c. units allotted to sponsor shall be locked in as per Clause 7.6 above d. unitholders approval shall be taken for unsubscribed portion being allotted to sponsor.]35 35 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/129 dated September 28, 2022 Page 79 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 8.Guidelines for filing of placement memorandum by InvITs proposed to be listed 36 8.1. InvITs, wherein units are issued by way of private placement and which a....
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....tained 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). None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT Ä°. is debarred from accessing the securities market by the Board; ii. is a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of any other InvIT which is debarred from accessing the capital market under any order or directions made by the Board; 37 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/....
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....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 the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or....
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....rking days (excluding the date of Page 84 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 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 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....
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....e purpose of making allotment in minimum even lots. 9.8.5. Allotment shall be made in the following manner: a) Full allotment to those eligible unitholders who have applied for their rights entitlement either in full or in part and also to the renouncee(s), who has/have applied for the units renounced in their favour, in full or in part, as adjusted for fractional entitlement. Page 86 of 177 b) c) d) e) 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Allotment to eligible unitholders who having applied for the 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 t....
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.... 9.11.4. 9.11.5. 9.11.6. 9.11.7. 9.11.8. the InvIT is in compliance with the listing and disclosure requirements of the InvIT Regulations; the InvIT has redressed at least ninety-five per cent. of the complaints received from the investors till the end of the quarter immediately preceding the month of the record date; no show-cause notices have been issued or prosecution proceedings have been initiated by the Board and pending against the InvIT, parties to the InvIT or their respective promoters or partners or directors as on the record date; the InvIT, parties to the InvIT or their respective promoters or partners or directors has not settled any alleged violation of securities laws through the consent or settlement mechanism with the Board during three years immediately preceding the record date; units of the InvIT have not been suspended from trading as a disciplinary measure during last three years immediately preceding the record date; Page 88 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बà¥....
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....ted for the purpose of creation of such encumbrance: Provided further that such encumbrance shall not be permitted to be invoked during the holding period prescribed in terms of Regulation 12 of the InvIT Regulations. 10.2.Obligation of entity creating encumbrance 10.2.1.Sponsor(s) creating encumbrance on the units held by it, shall provide details of the encumbrance to the investment manager of the InvIT within two working days from the date of creation of such encumbrance in the format specified at Annexure - 8. Any change in the above information pursuant to release or invocation of encumbrance, or in any other manner, shall also be informed to the investment manager of the InvIT within two working days from the date of such event. 10.3.Other obligations 10.3.1.The InvIT shall within two working days from the receipt of details in terms of clause 10.2 shall disclose such information to every stock exchange where units of the InvIT are listed. 39 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020 Page 90 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚तà¤....
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....ks, 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 providing normal commercial banking services or activities in relation to an acquisition/exit option under InvIT Regulations; an investment company or fund and any person who has an interest in such investment company or fund as a shareholder or unit holder having not less than 10 per cent of the paid-up capital of the investment company or unit capital of the fund, and any other investment company or fund in which such person or his associate holds not less than 10 per cent of the paid-up capital of that investment company or unit capital of that fund: Provided that nothing contained in this sub-clause shall apply to holding of units of mutual funds registered with the Board; For the purposes of this clause "associate" of a person means any person as defined under Regulation 2(1)(b) of InvIT Regulations and shall also include-....
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....¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure - 1 of this master circular, with the Exchange(s). The broad contents of LoF are indicated in Annexure - 4. - 11.3.Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure 1 shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer. 11.4. Manner and mechanism of exit option: 11.4.1. The Acquirer shall facilitate tendering of units by the unit holders and settlement of the same through the stock exchange mechanism as specified by SEBI for the purpose of takeover, buy-back and delisting in case of equity listed companies. 11.4.2. Investment Manager (IM) shall be entitled to receive from the Acquirer all expenses incurred and payable to external agencies related to the exit offer process prescribed in this chapter. 11.4.3. Units tendered in exit option shall be in multiples of the trading lot as applicable to the units of the same class of the Inv....
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....¡ Securities and Exchange Board of India Activity Description Upon receipt of public notice from the Lead Manager, IM shall provide the list of dissenting unit holders to the Lead Manager(s). 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 Immediately but not later than twenty four hours from the receipt of public notice from the Acquirer 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 wherein the aggregate amount of consideration based on the list of dissenting unit holders provided by the IM to Lead Manager would be deposited in the manner specified at para 11.4.7 below. At least two working days prior to opening of the tendering period. Tender date and tender ....
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.... 22(7) of InvIT Regulations. The acquirer shall also confirm to the IM that it shall give exit option to dissenting unit holders in case approval of the requisite 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. Timelines Immediately but not later than twenty four hours from the receipt of such notice Not later than two working days from the completion of the acquisition which triggered the provisions of Regulation 22(5C) or Regulation 22(7) of InvIT 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 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 of receipt of second notice from the acquirer Page 98 of 177 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤....
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....e InvIT with stock exchange(s). working days from the last date of the tendering period Within two working days from the date of payment of consideration] 42 11.4.7.The escrow account referred to in aforesaid table may be in the form of - - a) cash deposited with any scheduled commercial bank; and/or b) bank guarantee issued in favour of the Lead Manager to the exit option/offer by any scheduled commercial bank; i. ii. In the event of the escrow account being created by way of a bank guarantee, the Acquirer shall also ensure that at least one per cent of the total consideration payable is deposited 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 42 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021 Page 100 of 177 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बो....
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....e the Acquirer has acquired or agreed to acquire whether by himself or through or with persons acting in concert with him any units of the InvIT between the relevant date and the date of payment of consideration to dissenting unit holders, whether by subscription or purchase, at a price higher than the exit option price, the exit option price shall stand revised to the highest price paid or payable for any such acquisition: Provided that no such acquisition shall be made after the third working day prior to the commencement of the tendering period and until the expiry of the tendering period. 11.5.3.Where the Acquirer or persons acting in concert with him acquires units of the InvIT during the period of twenty-six weeks after the tendering period at a price higher than the exit option price, the Acquirer and persons acting in concert shall pay the difference between the highest acquisition price and the exit option price, to all the unit holders whose units were accepted in the exit option/offer, within sixty days from the date of such acquisition: Provided that this provision shall not be applicable to acquisitions under another exit....
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....said categories separately as well as collectively, latest by 7th of succeeding month, as per the format provided at Annexure - 10. 44 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021 Page 104 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 13.Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for private placement of units45 13.1.Publication of Investors Charter 13.1.1.All registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for private placement of units by InvITs proposed to be listed, as provided at Annexure - 11. 13.2.Disclosure of Investor complaints 13.2.1.Additionally, all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month,....
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.... stock exchanges on it or its Investment Manager shall not be a ground for ineligibility for issuance. It has not defaulted in making any distribution since listing, as applicable under the terms of the InvIT Regulations, its distribution policy (if any) and other applicable laws since the date of its listing or preceding three years, whichever is less. It is compliant with Regulation 16(6) and Regulation 16(7) of the InvIT Regulations as applicable to Private Listed InvIT. It has obtained approval from seventy five per cent. of the unit holders by value for such public issue of units. 14.4.Conditions for offer for sale of units 14.4.1.Units held by an existing unit holder of a Private Listed InvIT may be offered for sale in the public issue in accordance with Regulation 14(4)(v) of the InvIT Regulations. Provided that such units shall be free from any encumbrance or lock-in on the date of filing of draft offer document. Provided further that unitholders, other than the sponsor(s), its related parties and its associates, who offer units towards the offer for sale shall not be eligible to participate in the public issue. 14....
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....°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 14.9.Disclosures in the draft offer document/offer document 14.9.1.In addition to the disclosures mandated in terms of Schedule III of the InvIT a) b) Regulations and any circulars issued for the purpose, the InvIT shall disclose the following: Details of distributions made by the InvIT Comparison of actual performance vis-à -vis the projections made in the placement memorandum at the time of initial offer Page 109 of 177 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 15.Reduction of timelines for listing of units of privately placed Infrastructure Investment Trust (InvIT)47 15.1.Regulation 16(8) (a) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations) provides that the listing of privately placed units shall be done within thirty working days from the date of....
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.... to depositories in order to change the status of ISIN to active. 10. Trading commences Within T+4 working day Within T+5 working day Within T+6 working day Working days will be all trading days of stock exchanges, excluding Sundays, and bank holidays. 15.2.The stock exchanges and depositories shall co-ordinate to ensure completion of listing and commencement of trading of units of InvIT issued on private placement basis, within six working days from the date of the closure of issue. 15.3.Stock Exchange(s) are advised to inform the listing approval details to the Depositories whenever listing permission is given to InvIT units issued on private placement basis, within the above prescribed timelines. Subsequently, Depositories shall activate the ISINS of InvIT units issued on private placement basis only after the Stock Exchange(s) have accorded approval for listing of such units of InvIT. Page 111 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board o....
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....ing or Other Audio Visual means, the Investment Manager of the InvIT is required to adopt the following procedures in addition to any other requirement specified under the SEBI (Infrastructure Investment Trusts) Regulations, 2014 and circulars issued thereunder: 17.3.1.The recorded transcript of the meeting held through Video Conferencing or Other Audio Visual means shall be maintained in safe custody of the Investment Manager of the InvIT and shall also be uploaded by the Investment Manager of the InvIT on the website of the InvIT as soon as possible after the conclusion of the meeting. 49 Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/14 dated January 12, 2023 Page 113 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 17.3.2.Convenience of different persons positioned in different time zones shall be kept in mind by the Investment Manager of the InvIT before scheduling the meeting. 17.3.3.All care must be taken to ensure that such meetings conducted throug....
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....erwise, for unit holders who need assistance with the technology before or during the meeting. Such notice shall also include the following: (i) (ii) (iii) (iv) (v) (vi) Statement that the meeting will be convened through Video Conferencing or Other Audio Visual means in compliance with applicable provisions. The date and time of the meeting through Video Conferencing or Other Audio Visual means. Availability of notice of the meeting on website of the InvIT and stock exchanges. The manner in which unit holders who have not registered their e-mail address with InvIT or depositories can cast their vote through remote e-voting or through the e-voting system during the meeting. The manner in which the unit holders who have not registered their e- mail addresses with InvIT or depositories can get the same registered. Any other detail considered necessary by the Investment Manager of the InvIT. 17.3.11. The notice to the unit holders may be given through emails registered with the InvIT or with depositories. 17.3.12.Investment Manager of the InvIT shall contact all unit holders whose email addresses are not reg....
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....estment Trusts) Regulations, 2014 ("InvIT Regulations") requires as under: (1) The investment manager shall submit a secretarial compliance report given by a practicing company secretary to the stock exchanges, in such form as specified, within sixty days from end of each financial year. (2) The secretarial compliance report referred to in sub-regulation (1) of this regulation shall be annexed with the annual report of the InvIT. 19.2.Accordingly, the following shall be complied with regard to annual secretarial compliance report: (a) The investment manager of the InvIT, on an annual basis, shall appoint a practicing company secretary to examine the compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the practicing company secretary shall submit a report to the investment manager of the InvIT. (b) The format for the annual secretarial compliance report is placed at Annexure - 14. (c) The investment manager of the InvIT shall provide all such documents/information as maybe sought by the practicing company secretary for the purpose of providing secretarial compliance r....
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....¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 21.Manner of achieving minimum public unitholding - InvITs 53 21.1. Regulation 14(1A) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ("InvIT Regulations") inter-alia mandates that any listed InvIT which has public unitholding below twenty-five percent, shall increase its public unitholding to at least twenty-five percent within a period of three years from the date of listing of units pursuant to initial offer. 21.2. In order to facilitate InvITs to achieve minimum public unitholding compliance as required under InvIT Regulations, Investment Manager of the InvIT shall adopt any of the following methods: No. Method 1. Issuance of units to public through offer document 2. Offer for sale of units held by Sponsor(s) Investment 3. Manager/Project Manager and their associates/related parties to public through offer document Offer for sale of units held by Sponsor(s) / Investment Man....
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....र विनिमय बोरà¥à¤¡ Method Securities and Exchange Board of India the InvIT, every financial year till the due date for minimum public unitholding requirement as per InvIT Regulations (or) ii. Sponsor(s) Investment Manager/Project Manager and their associates/related parties can sell upto a maximum of 5% of the paid- iii. up unit capital of the InvIT during a financial year subject to the condition that the public unitholding in the InvIT shall become 25% after completion of such sale. The sale can be a single tranche or in multiple tranches not exceeding a period of 12 months and the amount of iv. units to be sold shall not exceed the trading volume of the units of the InvIT during the preceding 12 months from the date of announcement. 8. Transfer of units Sponsor(s) Specific conditions, if any, applicable b) the details of Sponsor(s) / Investment Manager/ Project Manager and their associates/ related parties, who propose to divest their unitholding; c) total number of units and percentage of unitholding in the ....
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....at they shall not subscribe to the units of such ETF to which units have been transferred by Sponsor(s) / Investment Manager / Project Manager and their associates/related parties entities for the purpose of MPS compliance. Page 123 of 177 No. 9. 21.3. S=31 Method à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Any other method as may be approved by the Board on a case to case basis. Specific conditions, if any, applicable The Investment Manager of the InvIT shall approach the Board with an application containing relevant details to obtain prior permission. The Board would endeavour to communicate its decision within thirty days from the date of receipt of the proposal or the date of receipt of additional information as sought from the Investment Manager of the InvIT. The Stock Exchange(s) shall monitor the methods adopted by InvITs to increase their public unitholding and comply with minimum public unitholding requirements in terms ....
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....e with the requirements 54 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016 Page 126 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India of the InvIT Regulations, circulars, guidelines issued thereunder and other applicable legal requirements. (3) We confirm that besides ourselves, all the intermediaries named in the draft offer document are registered with the Board and that till date such registration is valid. (4) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments, if any. (5) We certify that written consent from sponsors has 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 pur....
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.... been suitably updated and that the said offer document contains all the material disclosures in respect of the InvIT as on the said date. (2) We confirm 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. (3) We confirm that agreements have been entered into with both the depositories for dematerialisation of the units of the InvIT. Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) Page 128 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India FORM C FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE To, Securities and Exchange Board of India Dear Sirs, Sub.: Public Issue of ....... .by. (Name of the InvIT) (1) This is to certify that all the material disclosures in respect of the InvIT as on the date of opening of th....
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....cription Status: (Subscribed/ Undersubscribed) Note: It is the responsibility of lead merchant banker to give correct information after verifying it from the Investment Manager and the registrar to the issue. (1) Name of the InvIT: (2) Issue opening date: (3) Earliest closing date: (4) Actual closing date : (5) Date of filing offer document with Board: (6) Issue Details (as per the offer document) (a) Offer price per unit for different categories (b) Amount per unit on application for different categories: Issue size: (Rs lakhs) (c) i. Sponsors' contribution ii. Amount through offer document: (d) Provisional subscription details of public offer i. Total amount to be collected on application: ii. Amount collected on application: Rs lakhs Rs lakhs iii. % subscribed i.e. % of (ii) to (i): (%) (7) Please tick mark whether 75% minimum subscription of the amount through offer document is collected. (i) YES (ii) NO Signed by Signed by Signed by Registrars to the Issue Investment manager on behalf of the InvIT Lead Merchant Banker(s) Date: Place: 55 Circular No. CIR/IMD/DF/55/2016....
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....ng is sought : (17) Date on which application was filed with each stock exchange for listing of units (18) Date when listing and trading permission given by each stock exchange (Enclose copies of permission letters of stock exchanges) (19) Reasons for delay in listing of units for trading, if any (II) IN CASE OF UNDER SUBSCRIBED ISSUE: : Extent of under subscription on the date of closure of the issue (1) If the issue is underwritten, mention the amount of issue underwritten : (2) (a) (b) Percentage Amount (3) Total no. of underwriters (4) If devolvement notices had not been issued, mention how the shortfall was met: (5) No. of underwriters to whom devolvement notices had been issued (6) Date of issue of devolvement notices : (7) No. of underwriters who did not pay devolvement (Please give names, amount underwritten and reasons for not paying) (8) (9) In case of default from underwriters, mention how the shortfall was met: In case where Fls/ MFs had subscribed to make up shortfall not as underwriter: Name of FI/MF (a) (b) No. of units applied for (c) Amount received : Certified ....
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....ffer. The lead manager/Acquirer is free to add any other disclosure(s) which in his opinion is material for the unit holders, provided such disclosure(s) is not presented in an incomplete, inaccurate or misleading manner. 1.1. All the requisite disclosures/statements in respect of the Acquirer, persons who are acting in concert (PAC) with the Acquirer for the purpose of the offer shall be made in the LoF. 1.2. Lead manager shall ensure that the timelines specified for tendering period, payment of consideration 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....
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....l be responsible for ensuring compliance with SEBI rules, regulation and the provisions of relevant chapter and lead manager(s) shall continue to be responsible until completion of the exit option process and for any related matter thereafter. 3. Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. 4. In the due diligence certificate to be submitted to SEBI upon completion of exit option process, the lead manager(s) shall confirm compliance with all provisions of relevant chapter by the Acquirer and the certificate shall also mention that information disclosed in the LoF was true and correct to the best of his knowledge and was obtained after exercising proper due diligence. Page 136 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Disclosures in a letter of offer Annexure - 5.58 [see Chapter 9] 1. Disclaimer to the effect that the letter of offer relates t....
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....e incorporated by reference to such disclosures. c) Link(s) to document(s) at (a) and (b) above wherever available, including on the website of the InvIT, stock exchanges, shall be provided. 6. Valuation (latest available): a) Summary of valuation of the assets proposed to be financed through proceeds of the issue b) Valuation methodology. c) Frequency of valuation and declaration of NAV. d) Any disclosures made regarding valuation since the initial offer shall also be incorporated by reference to such disclosures. e) Link(s) to document(s) at (d) above wherever available, including on the website of the InvIT, stock exchanges, shall be provided. f) The valuation report of the asset to be financed through proceeds of the issue, if any, shall be provided to Board along with the draft letter of offer and letter of offer. 7. Financials: a) Disclosure as per clauses 11(a) to 11(c), 11(e) to 11(f) of the Schedule III of the InvIT Regulations: [Provided if the InvIT has undertaken any acquisition or disposal of any material asset(s)after the latest period for which financial information is disclosed in the letter of offer but be....
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....oard of directors of the investment manager and sponsor) 13. The lead merchant banker shall ensure that the information contained in the draft letter of offer and letter of offer and the particulars as per audited financial statements in the letter of offer are not more than six months old from the issue opening date. Provided that InvITs which are in compliance with InvIT Regulations and guidelines issued thereunder may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in this regard including risk factors. Page 139 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure - 6.60 [see Chapter 7] Disclosures to be made by the issuer 1. Disclaimer to the effect that the preliminary placement document and placement document relates to an issue being made to institutional investors under the InvIT Regulations and applicable guidelines and that no issue is being made to t....
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....ny modification/update in the information provided in such documents shall be suitably incorporated in the disclosure document. 4. Terms of the issue: a) b) c) Objects of the issue. If the objects of the issue involve financing of any new asset(s), description of such asset(s) as per disclosures required under clause 6 of the Schedule Ill of the InvIT Regulations. If the objects are not being financed solely through the issue proceeds, the details of other financing arrangements for fulfilling the objects of the issue. 5. Related Party Transactions: a) Disclosure as per clause 9 of the Schedule III of the InvIT Regulations, which may be incorporated by reference to disclosures made in any previous offer document or placement memorandum or placement document. b) Any disclosures made regarding related party transactions shall also be incorporated by reference to such disclosures. c) Link(s) to document(s) at (a) and (b) above wherever available, including on the website of the InvIT, stock exchanges, shall be provided. 6. Valuation: Summary of valuation of the assets proposed to be financed through proceeds of the i....
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....osure(s) wherever available, including on the website of the InvIT, stock exchanges. 10. Declarations (to be signed by the board of directors of the investment manager and the trustee) 11. [The lead merchant banker shall ensure that the information contained in the draft placement document and placement document and the particulars as per audited financial statements are not more than six months old from the issue opening date: Provided that InvITs which are in compliance with InvIT Regulations and guidelines issued thereunder may file unaudited financials with limited review for the stub period in the current financial year, subject to making necessary disclosures in this regard including risk factors.] 62 61 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020 62 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020 Page 142 of 177 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure - 7.63 [see Chapter 4] For Financial Year (FY....
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.... favour units have been encumbered Purpose of borrowing Signature of Authorised Signatory: Place: Date: No. of units: % of total outstanding units: 64 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020 Page 145 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure - 9.65 [see Chapter 12] PUBLIC ISSUE OF InvITs VISION STATEMENT To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT 1. Act in investors' best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Merchant Banker to IPO of InvITs SERVICES PROVIDED FOR INVESTORS 1. Upload Draft Offer Document on SEBI / Stock Exchanges / Lead Managers Website. Invite public comments within 21 days the....
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....basis of allotment Website of the InvIT, sponsor, investment manager and stock exchanges 9 Allotment status and completion of basis of By email / post allotment advice allotment RIGHTS OF INVESTORS 1. Investors can request for copy of offer document to any of the lead manager till closing of the offer. 2. Investors are allowed to modify and only upward revise their bids during the period the issue is open. 3. Right to inspect the material documents during the issue. 4. If allotted units, all Rights as a Unitholder (as per Offer Document) DO's and DONT's FOR INVESTORS DO'S FOR THE INVESTORS 1. Check eligibility to apply as per the terms of the Offer Document and under Applicable Laws and approvals; 2. Submit the Bids (other than Anchor Investors) through the ASBA process only 3. Bid within the Price Band; 4. Ensure the bid cum application form has complete details of the Bidders' depository account, including DP ID, Client ID and PAN 5. Ensure that the details about the PAN, DP ID and Client ID are correct, and the Beneficiary Account is activated, as Allotment will be in dematerialized form only; Page 147 of....
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....the Bid Amount in cash, by money order or postal order or stock invest and in relation to ABSA Bidders, in any other mode other than blocked amounts in the ASBA Accounts; 6. Do not send Bid cum Application Forms by post and only submit the same to a Designated Intermediary at a Bidding Centre; Page 148 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 7. Do not fill up the Bid cum Application Form such that the Units Bid for exceed, the Offer Size or investment limits, or the maximum number of Units that can be held or the maximum amount permissible under applicable laws or under the terms of the Offer Document; 8. Do not submit more than five Bid cum Application Forms per ASBA Account; 9. Do not submit the GIR number instead of the PAN 10. Do not submit the Bid for an amount more than funds available in your ASBA Account; 11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application Forms in a colou....
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....re of investor grievance for which the aforesaid timeline is applicable 1. Delay in unblocking of funds 2. Non allotment / partial allotment of securities 3. Non receipt of units in demat account 4. Amount blocked but application not bid 5. Application bid but amount not blocked 6. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter or e-mail from the investor addressed to the lead manager at its address or e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc. 2. Letter or e-mail from the investor addressed to the issuer, registrar to the issue, stock exchanges, at their address or e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc. 3. On SEBI SCORES platform. Page 150 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚तà¤....
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....N Month Carried forward Received from Resolved Pending at the previous during the during the end of month month month month* # 1 April-YYYY 2 May-YYYY 3 4 June-YYYY July-YYYY .... 66 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021 Page 152 of 177 SZ31 March-YYYY Grand Total à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India ^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month * Inclusive of complaints of previous months resolved in the current month # Inclusive of complaints pending as on the last day of the month Last 3 years' trend SN Year Carried forward Received from previous during year year Resolved the during year 1 2018-19 2 2019-20 3 2020-21 Grand Total Page 153 of 177 Pending at the the end of the year S=31 ....
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....dum in 6 Allotment status and completion of basis of Confirmation of allotment advice allotment Allocation Note or CAN RIGHTS OF INVESTORS 1. Eligible investors as decided by the investment manager to receive copy of Placement Memorandum. 2. Right to inspect the material documents during the issue. 3. If allotted units, all Rights as a Unitholder (as per Placement Memorandum) DO's and DONT'S FOR INVESTORS DO'S FOR THE INVESTORS 1. Check eligibility to apply as per the terms of the Placement Memorandum and under Applicable Laws and approvals; 2. Application Form must be completed in full, in BLOCK LETTERS in ENGLISH and in accordance with the instructions contained herein and in the Application Form; 3. Make bids only in the prescribed application form; 4. Ensure that the category and Bidder status is indicated; 5. Provide details of valid and active DP ID, Client ID and PAN clearly and without error and ensure that the Beneficiary Account is activated, as Allotment will be in dematerialized form only; 6. Bidders are required to sign the Application Form. Ensure that the signature of the First Bidder in....
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.... Bid in case you are not eligible to acquire Units under applicable law or your relevant constitutional documents or otherwise; 8. Do not Bid if you are not either an Institutional Investor or a Body Corporate; GRIEVANCE REDRESSAL MECHANISM FOR INVESTORS AND HOW TO ACCESS IT Investor Complaint • Issuer (for email ID refer to Placement Memorandum) • Scores (https:/scores.gov.in) • Stock Exchanges (www.nseindia.com; ww.bseindia.com) • Merchant Banker (for email ID refer to Placement Memorandum) Registrar to Issue/Offer (Mainly for bidding/ post issue/ allotment related grievances) (for email ID refer to Placement Memorandum) Page 156 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN A PUBLIC ISSUE (INVIT) Sr. Activity No No. of calendar days 1 Investor grievance received by the lead manager T 2 Lead Manager to the offer to identify the concerne....
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.... and understand the terms of Placement Memorandum, application form, and issue related literature carefully and fully before investing 2. Consult his or her own tax consultant with respect to the specific tax implications arising out of their participation in the issue 3. Provide full and accurate details when making investor grievances to Lead Managers and the registrar to the issue 4. After listing, Investors should regularly check for such information on the stock exchange website regarding all material developments including information corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc. Page 158 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure-12.68 [see Chapter 13] Format for Investors Complaints Data to be displayed by Registered Merchant Bankers on their respective websites (For each category, separately as well as collectively) Data for every month ending Receive Resolve Pending Pending Average ....
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.... 1.3. The intermediary, upon receipt of form, shall upload the bid details along with the UPI ID on the stock exchange bidding platform using appropriate protocols. 1.4. Once the bid has been entered in the bidding platform, the Stock Exchange shall undertake validation of the PAN and Demat account combination details of investor with the depository. 1.5. The Depository shall validate the aforesaid PAN and Demat account details on a near real time basis and send response to stock exchange which would be shared by stock exchange with intermediary through its platform, for corrections, if any. 1.6. Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the investor on his / her mobile no. associated with the demat account regarding submission of his/her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next working day. 2. The Block process 69 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022 Page 161 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚तà¤....
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....ूति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.9. Sponsor Bank may not accept bid details from Stock Exchanges post 12 PM on T+1 working day. Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off-time of 12:00 p.m. on T +1 working day. All pending requests at the cut-off time would lapse. 2.10.Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. on T+1 working day. Sponsor Bank to send confirmation of funds blocked (Final Certificate) to the Registrar through Stock Exchange not later than 06:00 PM on T +1 working day. 2.11.Upon successful validation of block request by the investor, as above, the said information would be electronically received by the investors' bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor. 2.12. The information containing status of block request (e.g. accepted / decline/ pe....
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.... for the investor. 3.6. Thereafter, Stock Exchanges will issue the listing and trading approval. Page 164 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Part B: Data fields required in Application-and-Bidding-Form relating to UPI 1. Main Application form 1.1 Payment details -UPI ID with maximum length of 45 characters 1.2 Acknowledgement Slip for SCSB/ Broker/RTA/DP 1.2.1 Payment details to include UPI 1.3 Acknowledgement Slip for bidder 1.3.1 Payment details to include UPI ID 2. Overleaf of Main Application Form 2.1 UPI Mechanism for Blocking Fund would be available for Application value upto Rs. 5 Lac 2.2 Bidder's Undertaking and confirmation to include blocking of funds through UPI mode 2.3 Instructions with respect to payment / payment instrument to include instructions for blocking of funds through UPI mode Page 165 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और à¤....
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....above examination, I/We hereby report that, during the Review Period: (a) The investment manager of the InvIT has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:- Sr.No Compliance Requirement (Regulations/ circulars / guidelines including specific Deviations Observations/ Remarks of the Practicing Company clause) Secretary (b) The investment manager of the InvIT has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records. (c) The following are the details of actions taken against the InvIT, parties to the InvIT, its promoters, directors either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder: Sr. No. Action taken by Details of violation Details of action Observations/ taken E.g. fines, warning letter, debarment, etc. remarks....
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....s / Managers Investment Investment of REIT InvIT and listed Managers of Managers of REIT REIT/InvIT / InvIT and listed and listed entities, entities, including this including this entities, including this Investment Manager Investment Investment (Refer Regulation Manager Manager 26G of InvIT Regulations) Managers / Investment Managers of REIT/ InvIT and listed entities, including this Investment Manager (Refer Regulation 26G of InvIT Regulations) 71 Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/100 dated June 26, 2023 Page 169 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Whether Regular chairperson appointed Whether Chairperson is related to managing director or CEO SPAN of any director would not be displayed on the website of Stock Exchange. &Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating th....
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....ation & Remuneration Committee C. Stakeholders Relationship Committee d. Risk management committee 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Infrastructure Investment Trusts) Regulations, 2014. 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Infrastructure Investment Trusts) Regulations, 2014. 5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors of the investment manager. Any comments/observations/advice of the board of directors may be mentioned here. Name & Designation Compliance Officer/CEO Note: Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by the investment manager and instead a statement "same as previous quarter" may be given. Page 171 of 177 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति à....
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....mposition of Stakeholder Relationship Committee 26G 26G Meeting of Stakeholder Relationship Committee Composition and role of Risk Management Committee Meeting of Risk Management Committee Vigil Mechanism Approval for related party Transactions 26G 26G 26G 261 19(3), 22(4)(a) Page 173 of 177 Compliance status (Yes/No/NA) refer note below S=31 Disclosure of related party transactions Annual Secretarial Compliance Report Alternate Director to Independent Director Maximum Tenure of Independent Director Meeting of independent directors à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 19(2) 26J 26G 26G 26G Familiarization of independent directors 26G Declaration from Independent Director 26G Directors and Officers insurance 26G Memberships in Committees 26G Affirmation with compliance to code of conduct from 26G members of Board of Directors and Senior management Personnel Policy with respect to Obl....
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....No. 11/05/2016 CIR/IMD/DF/55/2016 CIR/IMD/DF/114/2016 20/10/2016 29/11/2016 CIR/IMD/DF/127/2016 SEBI/HO/IMD/DF1/CIR/P/2 24/07/2017 017/83 SEBI/HO/DDHS/CIR/P/201 18/01/2018 8/10 13/04/2018 SEBI/HO/DDHS/DDHS/CIR/ P/2018/71 SEBI/HO/DDHS/CIR/P/201 15/01/2019 9/16 23/04/2019 27/11/2019 Subject in offer Guidelines for public issue of units of InvITS Disclosure of financial information document/placement memorandum for InvITs Continuous disclosures and compliances by InvITs Online Filing System for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) Participation by Strategic Investor(s) in InvITs and REITS Guidelines for issuance of debt securities by Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) Guidelines for public issue of units of InvITs - Amendments SEBI/HO/DDHS/DDHS/CIR/ Guidelines for determination of allotment and trading lot size for Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts (InvITs) P/2019/59 P/2019/143 SEBI/HO/DDHS/DDHS/CIR/ Guidelines for preferential issue of units and ins....