TaxTMI 
TaxTMI 
TaxTMI 
Master Circular for Infrastructure Investment Trusts (InvITs)
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....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 anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or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 any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; 3.3. the previous operation of the superseded circulars or anything duly done or suffered thereunder, any right, pr....
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...................... 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 listed InvITs .... .112 Chapter 17. Facility of conducting meetings of unit holders of InvITs through Video Conferencing or Other Audio Visual means...... .113 Chapter 18. Demateri....
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....ar 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 rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document. 2.2. Filing of offer document 2.2.1. Draft offer document, offer document and final offer document shall mean as under: a) Dr....
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....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 India a statement certifying that all changes, suggestions and observations made by the Board have been incorporated in the offer document; a due diligence certificate as per Form B of Annexure - 1 2.2.8. If changes are made in the draft offer document or offer document with respect to any of the following, the lead merchant banker shall file fresh draft offer document with the Board highlighting all changes made in the draft offer document or offer document, as app....
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....d 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 excess amount shall not be refunded to the Anchor Investor and the Anchor Investor shall take allotment at the price at which allocation was made to it. The number of units allocated to Anchor Investors and the price at which the allocation is made, shall be made available on the website of the stock exchange(s), sponsor(s), investment manager and merchant banker(s) before opening of the issue. 3 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 Page 10 of 177 g) h) i) 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति à....
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....o 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 Annexure - 1, immediately before the opening of the issue. 2.6.3. A public issue shall be kept open for at least three working days but not more than thirty days. However, in case the price band in a public issue made through the book building process is revised, the bidding (issue) period disclosed in the final offer document shall be extended for a minimum period of one working day, provided however that the total bidding period shall not exceed thirty days. Provided the price revision can be done maximum twice during the bidding period. [Provided further, that in case of force majeure, banking strike or similar circumstances, the InvIT, for reasons to be recorded in writing, may extend th....
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....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 shall, in consultation with lead book runner, determine the issue price based on the bids received. 2.8.8. Once the final price (cut-off price) is determined, all those bidders whose bids have been found to be successful (i.e. at and above the final price or cut-off price) shall be entitled for allotment of units. 2.8.9. The lead merchant banker may reject a bid placed by a qualified institutional buyer for reasons to be recorded in writing provided that such rejection shall be made at the time of acceptance of the bid and the reasons therefore shall be disclosed to the bidders. 2.9. Bidding process 2.9.1. [The InvIT shall accept bids using only the Application Supported by Blocked Amount (ASBA) facility for making payment i.e. writing their bank account numbers and authorising the bank....
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....blic 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 Indian Banks Association (IBA). b) c) Unified Payments Interface (UPI): UPI is an instant payment system developed by the NPCI. It enables merging several banking features, seamless fund routing & merchant payments into one hood. UPI allows instant transfer of money between any two persons' bank accounts using a payment address which uniquely identifies a person's bank account. Sponsor Bank: Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by the Issuer to act as a conduit between the Stock Page 15 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 Exchanges and NPCI in order to push the mandate collect requests and / or payment instructions of the retail investors into the UPI. 2.9.5.Va....
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....s concerned, for rectification and re-submission within the time specified by stock exchange(s). iii Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code in the bid details already uploaded on a daily basis upto timeline as has been specified. iv The stock exchanges shall develop the systems to facilitate the investors to view the status of their public issue applications on their websites and sending the details of applications and allotments through SMS and E-mail alerts to the investors.]11 v [The stock exchanges shall be responsible for accurate, timely and secured transmission of the electronic application file uploaded by all participants on the online platform, to the registrar. vi The stock exchanges shall be responsible for disseminating the issue information on Exchange web site on a periodic basis across all categories. vii The stock exchanges shall update demand data on working days on their websites which shall include all the UPI (accepted/pending) and 10 Circular No. SEBI/HO/DDHS/DDHS Div3/P/CIR/2022/085 dated June 24....
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.... data fields required to be included in the Application-and-bidding-form relating to UPI is placed at Part B of Annexure - b) c) 13. The details of commission and processing fees payable to each intermediary and the timelines for payment shall be disclosed in the offer document. The Merchant Banker shall ensure that the process of additional payment mechanism through UPI is disclosed in the offer document and in all the newspaper where issue advertisement is disclosed.] 14 2.9.8. [The blocking of funds accompanied with any revision of Bid, shall be adjusted against the amount blocked at the time of the original bid or the previously revised bid.]15 2.9.9. The lead merchant banker shall ensure that adequate infrastructure is available with syndicate members for data entry of the bids in a timely manner. 2.9.10. The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes. 2.9.11. The investment manager on behalf of the InvIT may decide to close the bidding by qualified institutional buyers one day prior to the closure of the issue subject to the condition that bidding shall be ....
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....e closing date) 2 a) Stock exchange(s) shall allow modification of selected fields (till 11 AM) in the bid details already uploaded. T+1 16 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/55 dated April 28, 2022 Page 20 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 SI. Details of activities No. Due date b) RTA to get the electronic bid details from the stock exchanges by end of the day. c) Designated branches of Self Certified Syndicate Banks (SCSB) may not accept applications after T+1 day. d) Syndicate members, brokers, DPs and RTAs to forward a schedule with following fields along with the application forms to designated branches of the respective SCSBS for blocking of funds. (working day*) S. No. 1 2 3 Details Symbol Intermediary code Location code Application No. 5 Category 6 PAN 7 DP Id 8 Client ID 10 No. of units Amount 3 e) RTA to give bid file received from stock exchanges containing the application number and amount to all the SCSBs who may use this ....
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....nt of the InvIT and confirm the same. b) After successful transfer of assets to InvIT, the allotment of units to investors in the public issue shall be made. c) RTA/ Investment manager to initiate corporate action for credit of units of InvIT to successful allottees in the public issue. d) Investment manager and RTA to file allotment details with designated stock exchange(s) and confirm all formalities are complete except demat credit. e) RTA to send bank-wise data of allottees, amount due on units allotted, if any, and balance amount to be unblocked to SCSBs. a) RTA to receive confirmation of demat credit from depositories. b) Investment manager and RTA to file confirmation of demat credit and issuance of instructions to unblock ASBA funds, as applicable, with stock exchange(s). c) The merchant banker(s) shall ensure that the allotment, credit of dematerialised units of InvIT and unblocking of application monies, as may be applicable, are done electronically. d) Investment manager on behalf of InvIT shall make listing application to stock exchange(s) to give listing and trading permission. e) Stock exchange(s) to issue notice for listing and commencement ....
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....d fair disclosure of all developments taking place between the date of filing offer document with the Board and the date of allotment of units which may have a material effect on the InvIT, by issuing public notices on the website 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. 2.14.3.In respect of all public communications, the Investment manager on behalf of the InvIT shall obtain approval from the lead merchant bankers responsible for marketing the issue. 2.14.4.Any such public communication shall comply with the following: a) it shall be truthful, fair and shall not be manipulative or deceptive or distorted. b) it shall not contain any statement or promise which is untrue or misleading. c) d) e) f) if it reproduces or purports to reproduce any information contained in an offer document, it shall reproduce such information in full and disclose all relevant facts and not be restricted to select extracts relating to that information. it shall be set forth in a clear, concise and understandable language. it shall not include any issue slogan....
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....à¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.15.2. The post-issue lead merchant banker shall regularly monitor redressal of investor grievances relating to post-issue activities such as allotment, refund, etc. 2.15.3.The post-issue merchant banker shall ensure that advertisement giving details relating to oversubscription, basis of allotment, number, value and percentage of all applications, number, value and percentage of successful allottees for all applications, date of completion of dispatch of refund orders or instructions to Self- Certified Syndicate Banks by the Registrar, date of dispatch of certificates and date of filing of listing application, etc. is released within ten days from the date of completion of the above activities on the website of the InvIT, sponsor, investment manager, stock exchanges and in all the newspapers in which the pre issue advertisement was released, if applicable. 2.15.4.The post-issue merchant banker shall ensure that InvIT, advisors, brokers or any other entity connected with the issue do not publish a....
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....of investors' grievances. Explanation: For the purpose of this clause, the term “securities laws" shall mean SEBI Act, 1992, SCRA, 1956, Depositories Act, 1996 and rules and regulations made thereunder, general or special orders, guidelines or circulars made or issued thereunder. 2.16.5.General obligations of Merchant Bankers a) The lead merchant bankers shall exercise due diligence and satisfy himself about all the aspects of the issue including the veracity and adequacy of disclosure in the offer documents. Page 28 of 177 b) c) d) e) 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 lead merchant bankers shall call upon the InvIT, parties to the InvIT or directors of the parties to the InvIT or in case of an offer for sale, the selling unit holders, to fulfill their obligations as disclosed by them in the offer document and as required in terms of these guidelines. The responsibility of the lead merchant banker with respect to due diligence shall continue even after the completion ....
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....ree year financial information referred in para 3.1.1 above. The said interim financial information shall be not more than six months old from the date of offer document / placement memorandum. 3.2. Nature of financial information 3.2.1. InvIT shall disclose the financial information for the previous three financial years and the interim period, if any, in either of the following manner depending upon the history of the InvIT: a) If the InvIT has been in existence for the last three completed financial years immediately preceding the date of offer document / placement memorandum, then the historical financial statements of the InvIT (on both standalone as well as consolidated basis) for last three years, and the interim period, if any, shall be disclosed. 18 Circular No. CIR/IMD/DF/114/2016 dated October 20, 2016 Page 30 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 b) If the InvIT has been in existence for a period lesser than the last three completed financial years and the historic....
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....nable, then a statement to that effect shall be given by the auditors. Material amounts relating to adjustments for prior period errors/items (as discussed in Ind AS 8 'Accounting Policies, Changes in Accounting Estimates and Errors') shall be identified and adjusted in arriving at the profits of the years to which they relate. Where there has been a change in accounting policy, the profits or losses/incomes or expenditures of the earlier years (required to be disclosed in the offer document/ placement memorandum) and of the year in which the change in the accounting policy has taken place shall be recomputed to reflect what the profits or losses/incomes or expenditures of those years would have been if a uniform accounting policy was followed in each of these years. If any accounting policy followed in past was not in compliance with applicable laws and/or accounting standards, the financial statements shall be adjusted and recomputed in accordance with correct accounting policies. The Balance Sheet shall be prepared after deducting the balance outstanding on Revaluation reserve account from both Fixed assets and Reserves and the Net worth should be arrived at a....
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....tion to the date of the offer document / placement memorandum, the details of such changes shall be disclosed in the offer document / placement memorandum. 3.4.3.Commitments: a) A statement of InvIT's Commitments, if any, as on the date of latest financial information disclosed in the offer document/placement memorandum, shall be disclosed. b) If there are any material changes in the commitments from the aforementioned date of latest financial information to the date of the offer document / placement memorandum, the details of such changes shall be disclosed in the offer document / placement memorandum. 3.4.4.Related party transactions: a) For the related parties as defined in the InvIT regulations, the InvIT shall provide relevant disclosures of all related party transactions in compliance with the requirements of “Ind AS 24 - Related Party Disclosures". b) In addition to the disclosures required as per Ind AS 24, the following additional disclosures related to Related parties and Related party transactions shall also be included: İ. Details of related party and its relationship with InvIT; ii. Nature of the transaction; iii. Value of the transactio....
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....e auditor appointed for the InvIT as per the InvIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India (ICAI) and who holds a valid certificate issued by the Peer Review Board of ICAI. b) c) d) In providing his report, the auditor shall be guided by the requirements of the 'Guidance Note on Reports in Company Prospectuses', issued by ICAI, to the extent applicable. In particular, the reports of the auditors on the financial statements of the various InvIT assets (whether prepared in accordance with the framework applicable to such InvIT assets or the framework applicable to the InvIT) for the respective periods covered in the period of three years and the interim period, if any, will have to be taken into consideration and the same shall be relied upon by the auditor giving the final report. For the audit procedures to be followed in such case, the auditor shall be guided by the procedures stated in the Standard on Auditing (SA) 600, "Using the Work of another Auditorâ€, to the extent applicable. Further, the fact that the financial statements audited....
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....re owned by the InvIT or are proposed to be owned by InvIT prior to the allotment of units in the public offer/private placement. 3.8. The following minimum items shall be disclosed as a part of the projections for the next three years: " Project-wise revenue â– Project-wise operating cash flows â– Assumptions for projections â– Any other item deemed important for better readability and understanding 3.9. The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall be guided by the requirements of SAE 3400 for 'The Examination of Prospective Financial Information' and any other relevant standards/directions issued by ICAI in this context. 3.10. Further, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Investment Manager. (C) Management Discussion and Analysis of InvIT's operations 3.11.InvIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Investment Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with finan....
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....‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (D) Other Disclosures for InvIT 3.13.Working Capital A statement from Investment Manager regarding sufficiency of the working capital to fulfill the present requirements of InvIT (i.e., at least twelve months from date of listing) shall be disclosed. In case, sufficient working capital is not available in the opinion of Investment Manager, then a statement should be provided describing how it proposes to provide additional working capital requirement. 3.14.Past Market Performance In case of a capital offering subsequent to the initial offer, the market value of the units traded on all the designated stock exchanges where InvIT is listed shall be disclosed: • • on the last date of reporting period highest value during reporting period based on intra-day and on closing price with specified date lowest value during reporting period intra-day and on closing price with specified date (E) Historical Financial information of Investment Manager and Sponsor(s) 3.15.An offer document/placement memorandum of InvIT shall in....
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....ccounting Standards) Rules, 2006. 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 2016-17 (with financial year 2015-16 as comparatives), then it shall disclose financial information for financial years 2016-17 and 2015-16 as per Companies (Indian Accounting Standards) Rules, 2015 and financial year 2014- 15 as per Companies (Accounting Standards) Rules, 2006. Page 41 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 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 y....
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....ctual cash flows for these items), if deemed necessary by the Investment Manager. For example, any decrease/increase in carrying amount of an asset or of a liability recognised in Statement of profit and loss/income and expenditure on measurement of the asset or the liability at fair value, interest cost as per effective interest rate method, deferred tax, lease rents recognised on a straight line basis, etc. Less: Repayment of external debt (principal) / redeemable preference shares / debentures, etc., if deemed necessary by the Investment Manager Total Adjustments (B) Net Distributable Cash Flows (C)=(A+B) XX XX XX XX XX (II.) Calculation of Net Distributable Cash Flows at the Consolidated InvIT level: Description Amount Profit after tax as per Statement of profit and loss/income and expenditure (consolidated) (A) XX Add: Depreciation and amortisation as per Statement of profit and loss/income and expenditure (consolidated) XX Add/less: Loss/gain recognised on sale of Infrastructure Assets or equity shares or interest in SPV XX Add: Proceeds from sale of Infrastructure Assets or equity shares or interest in SPV adjusted for the following: XX Page 4....
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....य पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 3.21.3.Underlying assumption for preparation of Combined Financial Statements Such combined financial statements shall be prepared based on an assumption that all the assets and/or entities, proposed to be owned by InvIT, were part of a single group for such period when InvIT was not in existence. 3.21.4.Preparation of Combined Financial 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. transa....
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....ng: 3.23.1.Line items for Balance Sheet: a) Assets Ä°. Property, plant and equipment; ii. Capital work-in-progress iii. Investment property; iv. Intangible assets; V. Inventories; vi. Other receivables; vii. Other financial assets (excluding Inventories & Other Receivables) Page 46 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 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) E....
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.... AS 7-"Statement of Cash Flows". 3.23.5.Line items for 'Statement of Net Assets at Fair Value' The line items for the Statement of Net Assets at Fair Value, shall, 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 Compre....
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.... 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 be provided and the said fact shall be clea....
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....e. 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 addition to the key financial statements referred in Paragraph 4.5 above, the following disclosures shall also be included as a part of both the half yearly ....
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....nly 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 Investment Manager CFO or the Head of the Finance of the Investment Manager Statutory Auditor If the auditor had expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of the immediate....
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.... 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 extent applicable, and the audit report shall contain disclosures stated therein. In addition to the auditor's opinion on the matters specified in paragraph 3.5.1 e) of Chapter 3 of this master circular, the auditor shall also give his opinion on the following: a) whether the statement of NDCFs gives a true and fair view of NDCFs for the years/periods ended at the balance s....
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....t 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 capital restructuring of InvIT resulting in a change exceeding 2% of the total outstanding units of InvIT. 4.13.2.The Unit holding pattern shall be disclosed in the following format: As a No. of units % of mandatorily Cat e Total held 20 No. of Category of gor Unit holder Outsta Number of units pledged 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 (A) Spo....
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.... 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 % Held y Units units of total of of total units held units units held |(B) = (B)(1)+(B)(2 Total Units Outstandin |g (C) = (A) + (B) 4.14.Review of Credit Rating: 4.14.1.Every credit rating, wherever required to be obtained by an InvIT as per Regulation 20 (2) of the InvIT regulations, shall be reviewed once a year, by the registered credit rating agency. 4.14.2.The credit rating review shall be completed annually within 30 days from the end of the financial year. Further, immediately upon completion of the credit rating review exercise and upon the receipt of the credit rating report, an intimation along with all pertinent information should be made to the Stock Exchanges. 4.15.Website of InvIT: 4.15.1.An InvIT shall maintain a functional website wherein the contents of the said website should be updated up to last 2 days and the website which should contain all the relevant information about InvIT, inter-alia....
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....र विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4.17.1.The InvIT shall submit to the recognized stock exchange(s), where its units are a) b) listed, the following statement(s) on a quarterly basis for any private issue, public issue, rights issue, preferential issue, etc.: Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document/placement memorandum or explanatory statement to the notice for the general meeting, as applicable; Statement indicating category wise variation between projected utilization of funds made by it in its offer document/placement memorandum or explanatory statement to the notice for the general meeting, as applicable and the actual utilization of funds. 4.17.2.The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. Such statement(s) shall also be placed before the Trustee and the Board of Directors/Governing Body of the Investment Manager for review. Pursuant to such review, the stateme....
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....s, have their aggregate consolidated borrowings and deferred payments above 49 22 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018 23 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/59 dated April 23, 2019 Page 65 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 percent, shall, disclose following additional line items in addition to the financial disclosures: Asset cover available; a) b) c) d) e) debt-equity ratio; debt service coverage ratio; interest service coverage ratio; net worth; Page 66 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 5.Participation by Strategic Investor(s) in InvITs24 5.1. The operational modalities, for the participation by the strategic investors in InvITs shall be as under: 5.1.1.An InvIT, if chooses to invite subscriptions from the strategic investors shall ....
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....य पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 6.Guidelines for issuance of debt securities by InvITS25 6.1. For issuance of debt securities, InvITs shall follow provisions of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 ("NCS Regulations") in the following manner: 6.1.1.Regulation 25(4) and Regulation 16 of NCS Regulations shall not be applicable for issuance of debt securities by InvITs. 6.1.2.The compliances required to be made with respect to Companies Act, 2013 or any filing to be made to Registrar of Companies in terms of the NCS Regulations, shall not apply to InvITs for issuance of debt securities unless specifically provided in this chapter. 6.1.3.All other provisions of NCS Regulations shall apply to InvITs subject to there being no conflict with InvIT Regulations or circulars issued thereunder. In case of conflict, provisions of InvIT Regulations or circulars issued thereunder shall prevail over NCS Regulations. 6.2. For the issuance of debt securities InvITs shall appoint one or mo....
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.... least six months prior to the date of issuance of notice to its unit holders for convening the meeting to pass the resolution in terms of clause 7.2.1 above.] 27 7.2.3. The InvIT has obtained in principle approval of the stock exchange(s) for listing of the units proposed to be issued under these guidelines. 7.2.4. The InvIT is in compliance with all the conditions for continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder. 7.2.5. None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). 26 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019 27 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/129 dated September 28, 2022 Page 71 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 7.2.6. [The InvIT shall not make any subsequent institutional placemen....
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....er annum.]29 7.3.6. The InvIT shall file an allotment report with SEBI within seven days of allotment of the units, providing details of the allottees and allotment made. Placement document, if applicable, shall also be filed with the Board along with the allotment report. 7.3.7.The issue of units shall comply with the conditions and manner of allotment for preferential issue and institutional placement as provided in paragraphs 7.4 to 7.11 below. Manner of preferential issue of units by a listed InvIT 7.4. Unit holders' approval 7.4.1.The issuer shall, in an explanatory statement to the notice for the general meeting proposed for passing the resolution in terms of para 7.2.1 above, make appropriate disclosures including the following: a) Objects of the preferential issue; b) NAV of the InvIT; c) d) e) f) g) Maximum number of units to be issued; Intent of the parties to the InvIT, their directors or key managerial personnel to subscribe to the issue; Unitholding pattern of the InvIT before and after the preferential issue; Time frame within which the preferential issue shall be completed; Identity of the natural persons who are the ultimate beneficial owne....
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....be the relevant date. b) "Relevant stock exchange" shall mean the recognised c) stock exchange in which the units of the InvIT are listed and in which the highest trading volume in respect of the units of the InvIT has been recorded during the preceding 90 trading days prior to the relevant date. "Frequently traded units" for purposes of these guidelines shall mean the units of the InvIT, in which the traded turnover on any recognised stock exchange during the 240 trading days preceding the relevant date, is at least ten percent of the total number of issued and outstanding units of such class of units of the issuer: Provided that where the number of issued and outstanding units of a particular class of units of the issuer is not identical throughout such period, the weighted average number of total units of such class of the issuer shall represent the total number of units.]30 B. Pricing of infrequently traded units 7.5.3.Where the units of an InvIT are not frequently traded, the price determined by the InvIT shall take into account the NAV of the InvIT based on a full valuation of all existing InvIT assets conducted in terms of InvIT Regulations. 7.6. Lock-in....
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....3 31 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020 32 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/183 dated September 28, 2020 33 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022 Page 76 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 7.7.2.Allotment pursuant to the unit holders' resolution shall be completed within a period of fifteen days from the date of passing of such resolution: Provided that in case the approval of any regulatory, governmental or statutory body / agency is required, then in such cases the period of fifteen days will commence from the date of approval from such regulatory, governmental or statutory body/agency: Provided further that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days from the date of the resolution, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the InvIT and th....
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....e percent on the price so calculated, subject to approval of unitholders through a resolution as specified in para 7.2.1. Explanation: "relevant date" for the purpose of clauses related to institutional placement shall be the date of the meeting in which the board of directors of the investment manager decides to open the issue.]³4 7.10.Transferability 7.10.1.The units allotted through the institutional placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange. 34 Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/113 dated July 05, 2023 Page 78 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ 7.11.Allotment Securities and Exchange Board of India 7.11.1.Allotment pursuant to the unit holders' resolution shall be completed within a period of 365 days from the date of passing of such resolution: Provided that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days f....
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....t banker to the issue, 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 information from such regulator or agency; or the date of receipt of a copy of in-principle approval letter issued by the stock exchange(s). 8.4. The merchant banker to the issue, shall ensure that all comments are suitably incorporated in the draft placement memorandum prior to filing of the placement memorandum in terms of Regulation 14(2)(e) of InvIT Regulations and shall provide the due diligence certificate as per Form B of Annexure 1. 36 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/161 dated December 24, 2019 Page 80 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 9.Guidelines for rights issue of units by a listed InvIT37 9.1.Conditions for issuance 9.1.1.No InvIT shall make a rights issue of units unless the following conditions are satisfied....
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....ertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. 9.2.4. The merchant banker(s) shall exercise due diligence and shall satisfy themselves with all aspects of the issue including the veracity and adequacy of disclosures in the letter of offer. 9.3. Draft Letter of Offer and Letter of Offer 9.3.1. The investment manager, on behalf of the InvIT shall file a draft letter of offer with the Board through the lead merchant banker along with filing fees as specified in Schedule II of InvIT Regulations. 9.3.2. The lead merchant banker shall submit the following to the Board along with the draft letter of offer: a) b) a certificate, confirming that an agreement has been entered into between the investment manager on behalf of the InvIT and the merchant bankers; a due diligence certificate along the lines of Form A of Annexure 1. 9.3.3. The investment manager, on behalf of the InvIT shall also file the draft letter of offer with the stock exchange(s) where the units of the InvIT are listed Page 82 of 177 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥....
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....nexure - 1 of this master circular. 9.3.10. The draft letter of offer and letter of offer shall contain disclosures as specified in Annexure - 5. 9.3.11. The investment manager, on behalf of the InvIT, and the merchant banker(s) shall ensure that the letters of offer are hosted on the websites of the InvIT, merchant bankers and the stock exchanges where the units are listed and their content is the same as the versions filed with the Board and the stock exchange(s), as applicable. 9.3.12. The draft letter of offer and letter of offer, as applicable, shall also be furnished to the Board in soft copy. 9.4. Application 9.4.1. The application form for the issue shall be prepared by the merchant banker(s) and the merchant banker(s) shall make arrangements for distribution of the application form. 9.5. Pricing of Units 9.5.1. The investment manager on behalf of the InvIT, in consultation with the lead merchant banker(s), shall decide the issue price before determining the record date. 9.5.2. The issue price shall be disclosed in the letter of offer filed with the Board and the stock exchange(s). 9.6. Timelines 9.6.1. The investment manager, on behalf of the InvIT, sh....
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....ceived, the application monies shall be refunded to the applicants forthwith, but not later than 15 days from the issue closing date. 9.8.2. The sponsor(s), and their associates who are unitholders as on the record date, may choose to subscribe to additional units subject to disclosure of such intent in the draft letter of offer and letter of offer. Provided that such additional subscription over and above the entitlement shall be subject to compliance with the minimum public unitholding requirements. 9.8.3. 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. 9.8.4. The InvIT shall not make any allotment in excess of the units offered through the letter of offer except in case of oversubscription for the purpose of rounding off to even lots to make allotment, in consultation with the designated stock exchange. Provided that in case of oversubscription, an allotment of not more than one per cent. of the issue size may be made for the purpose of making allotment in minimum ....
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....ge 87 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 9.10.The InvIT shall file an allotment report with the Board providing details of the allottees and allotment made within 15 days of the issue closing date. Fast Track Rights Issue 9.11. [An InvIT satisfying the conditions mentioned below and desirous of issuing units under fast track rights issue shall, for such an issue, follow guidelines specified in this master circular except those under paragraphs 9.3.1, 9.3.2, 9.3.7, and 9.3.8 above: 9.11.1. the units of the InvIT have been listed on any stock exchange for a period of at least three years immediately preceding the record date; all the units of the InvIT are held in demat form on the record date; the average market capitalisation of public unitholding of the InvIT is at least two hundred and fifty crore rupees; 9.11.2. 9.11.3. 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 h....
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....cified in Schedule II of InvIT Regulations.]38 38 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020 Page 89 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 10.Encumbrance on units of InvITs 39 10.1.Encumbrance on units 10.1.1.Entities required to hold units in terms of Regulation 12 of the InvIT Regulations may create encumbrance on such units during the mandatory holding period wherein encumbrance shall include pledge, lien, negative lien, non-disposal undertaking etc. or any other covenant, transaction, condition or arrangement in the nature of encumbrance: Provided that the conditions for creation and invocation of encumbrance, provided in this chapter, are also included in the agreement executed for the purpose of creation of such encumbrance: 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.....
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....ub- clause and associates of such directors; iv. immediate relatives; 40 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020 Page 91 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 V. an institutional investor and wherever applicable its sponsor, trustees, trustee company, asset management company; vi. a collective investment scheme and its collective investment management company, trustees and trustee company; vii. a merchant banker and its client, who is an Acquirer; viii. ix. X. Explanation a portfolio manager and its client, who is an Acquirer; banks, financial advisors and stock brokers of the Acquirer, or of any company which is a holding company or subsidiary of the Acquirer, and where the Acquirer is an individual, of the immediate relative of such individual: Provided that this sub-clause shall not apply to a bank whose sole role is that of providing normal commercial banking services or activities in relation to an acquisition/exit option under InvIT Regu....
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....1 11.2.An acquirer providing exit option to dissenting unitholders in terms of this chapter shall appoint one or more merchant bankers, registered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of InvIT Regulations and this chapter. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along with the due diligence certificate, in line with format specified in Form A in 41 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021 Page 93 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 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....
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.... shall give a public notice to stock exchange(s) and IM regarding his intention of providing exit option to dissenting unit holders and within twenty one days from the date of receipt of notice from the acquirer Within forty eight hours of the last day of voting Within twenty four hours of the Date of Intimation Page 95 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 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 regardi....
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....¤µà¤¿à¤¨à¤¿à¤®à¤¯ बोरà¥à¤¡ Securities and Exchange Board of India Activity Description On receipt of notice, IM shall intimate to stock exchange(s) Acquirer shall give second notice to the IM for the purpose of obtaining approval of the unit holders under Regulation 22(5C) or Regulation 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 Voti....
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....ger, IM shall update aggregate number of units tendered, accepted, payment of the consideration and the post-exit option unit holding pattern of the 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....
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....Ts. 11.5.2.Where 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 option/offer un....
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....h, 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, as per the format provided at Annexure - 12. 45 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021....
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....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. 14.5.Process for public issue of units 14.5.1.For such public issue, the InvIT shall comply with the requirements for initial offer through public issue prescribed under InvIT Regulations and shall follow the guidelines for public issue of....
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....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 allotment. These timelines prescribed in the InvIT Regulations are indicative. Considering the time taken for listing of units of privately placed InvIT in recent past and as a part of the continuing endeavour to streamline the process of allotment and listing of units, the time taken for allotment and listing of units of privately placed In....
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....s, 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 of India Chapter 16.Issue and listing of Commercial Paper by listed InvITs 48 16.1.In terms of Reserve Bank Commercial Paper Directions, 2017 dated August 10, 2017 InvIT having net worth of INR 100 Crore or higher are eligible to issue commercial paper. InvITs may issue listed commercial papers subject to the following: a) InvITs shall abide by the guidelines prescribed by Reserve Bank of India for issuances of commercial papers. b) InvITs shall abide by the conditions o....
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....oon 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 through Video Conferencing or Other Audio Visual means allow two-way teleconferencing for the ease of participation of the unit holders and the participants are allowed to pose questions concurrently or given time to submit questions in advance on the email address of the InvIT. 17.3.4.The facility for joining the meeting shall be kept open at least fifteen minutes before the time scheduled to start the meeting and shall not be closed until the expiry of fifteen minutes after such scheduled time. 17.3.5.Before the actual date of the meeting, the facility of remote e-voting s....
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.... 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 registered with the depositories, over possible / available mode of communication for registration of their email addresses. 17.3.13.Investment Manager of InvIT shall ensure that all other compliances associated with the provisions relating to meeting of unit holders are Page 115 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 complied with and documents required to be provided to unit holders, if any, are provided through electronic mode. 17.4.Reporting and Monitoring: (a) The Investment Manager of the InvIT sha....
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....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 report. 19.3.Reporting and Monitoring (a) The investment manager of the InvIT shall submit the annual secretarial compliance report in the aforesaid format to the stock exchanges within sixty days from the end of each financial year. The annual secretarial compliance report shall also be made part of annual report of the InvIT. (b) The stock exchanges shall monitor the compliance of the above requirement and take appropriate action as specified by the Board from time to time. 51 Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/102 dated June 26, 2023 Page 118 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 20.For....
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....s 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 Manager/Project Manager and their associates/related parties through the Stock Exchange mechanism i.e., the secondary market, in terms of circular reference SEBI/HO/MRD/MRD-POD- No. Specific conditions, if any, applicable 53 SEBI/HO/DDHS/POD2/P/CIR/2023/107 dated June 27, 2023 Page 120 of 177 No. 4. 5. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Method Securities and Exchange Board of India 3/P/CIR/2023/10 dated January 10, 2023. Specific conditions, if any, applicable Rights issue to public unitholders Sponsor(s) / Investment Manager / Project Manager and their associates/related parties unitholders shall forgo their entitlement to units that may arise from such issue. Bonus Issue to public unitholders Sponsor(s) / Investment Manager /Project Manager and their associat....
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....f units and percentage of unitholding in the InvIT that is proposed to be divested; and d) the period within which the entire divestment process will be completed. The Investment Manager of the InvIT shall also give an undertaking to the recognized stock exchange(s) obtained from the Sponsor(s)/ Investment Manager/ Project Manager and their associates/ related parties that they shall not buy any units in the open market on the dates on which the units are being sold by them as stated above. The InvIT, its Sponsor(s) / Investment Manager/ Project Manager and their associates/ related parties shall ensure compliance with all applicable legal provisions including that of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and InvIT Regulations. held by The Investment Manager of the InvIT shall, at Investment least one trading day prior to such proposed Page 122 of 177 No. 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Method Securities and Exchange Board of India Manager/Project Man....
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.... prescribed herein, shall be reported to SEBI on a quarterly basis. Page 124 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 Annexures Page 125 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 - 1.54 [see Chapter 2] FORMATS OF DUE DILIGENCE CERTIFICATES FORM A FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER ALONG WITH DRAFT OFFER DOCUMENT To, Securities and Exchange Board of India Dear Sirs, Sub.: Public Issue of by.. (Name of the InvIT) We, the lead merchant banker(s) to the above mentioned forthcoming issue, state and confirm as follows: (1) We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disputes with collaborators, etc. and other material in connection with the finalization of the offer document pertaining....
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....t entered into between the bankers to the issue and the Investment manager on behalf of the InvIT specifically contains this condition. (8) We certify that the following disclosures have been made in the draft offer document: (a) An undertaking from the Investment manager on behalf of the InvIT that at any given time, there shall be only one denomination for the units of the InvIT and (b) An undertaking from the Investment manager on behalf of the InvIT that it shall comply with such disclosure and accounting norms specified by the Board from time to time. (9) We enclose a note explaining how the process of due diligence has been exercised by us with respect to the nature of the assets, the risk factors, net worth and experience of the sponsor/investment manager, experience of the key personnel, etc. (10) We enclose a checklist confirming regulation-wise compliance with the applicable provisions of the InvIT Regulations, containing details such as the regulation number, its text, the status of compliance, page number of the draft offer document where the regulation has been complied with and our comments, if any. (11) We enclose a checklist confirming clause-wise com....
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....barred from functioning by any regulatory authority as on date. (b) that the abridged version of the offer document contains all the disclosures as specified in the InvIT Regulations and circulars thereunder. Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) Page 129 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 D FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER ALONG WITH FINAL POST ISSUE REPORT To, Securities and Exchange Board of India Dear Sirs, Sub.: Public issue of by (Name of InvIT) We, the under noted post issue lead merchant bankers to the abovementioned issue state as follows: (1) We confirm that - (a) for the units offered for lock-in, non-transferability details have been informed to the depositories; (b) details of lock-in have been provided to all the stock exchanges on which units are to be listed, before the listing of the units. (2) We certify that units included as minimum sponsors' contribution and the units in exc....
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....lead merchant banker shall enclose a certificate from the refund banker that the amount of refund due to investors is deposited in a separate account giving details of the total amount deposited in the account and date of deposit. (I) IN CASE OF SUBSCRIBED ISSUE: (1) Name of the InvIT: (2) Issue opening date: (3) Actual closing date (4) Issue Details (as per the offer document): (a) Offer price per unit (b) Issue Size : Rs. in lakhs (5) 3-Day Report (a) Due on: (b) Submitted on: (6) No. of collecting banks: (Also specify no. of bank branches) (7) Bank-wise names of branches which did not submit final consolidated certificates from closure of issue and mention the dates when they actually submitted (8) Subscription Details - (i) No. of applications recd. (ii) No. of units applied for (iii) Amount of subscription received : Rs. : (iv) No. of times issue subscribed (9) Actual Date of finalisation of Basis of Allotment (enclose copy): (10) Allotment Details : (a) No. of successful allottees (b) No. of unsuccessful allottees (11) Actual Date(s) of completion of: Allotment : (a) (b) Refund (c) Reasons for delay in allotment/refund, if any : (d) Wheth....
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....BRIDGED VERSION OF THE OFFER DOCUMENT 1. Summary of the terms of the issue Name of the InvIT Name of the sponsor(s), Investment Manager, Project Manager, Trustee Contact details of the Investment Manager Contact details of the Merchant Banker Listing (including name of stock Exchange(s) where it will be listed and timeline for listing) Issue Size Option to retain oversubscription (Amount) Issue Price Face Value Minimum Application and in multiples of _ units thereafter Issue Timing 1. Issue Opening Date 2. Issue Closing Date 3. Pay-in Date 4. Expected Date of Allotment Issuance mode of the Instrument Depository Objects of the Issue Brief description of the assets under the InvIT Relevant Financial ratios Capital structure of the InvIT assets Brief details of valuation of each asset Brief description of ROFR, if any Brief details of policy of distributions to the unit holders Brief details of fee and expenses charged or chargeable to the InvIT 2. Top 5 risk factors 56 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016 Page 134 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और à¤....
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....r unit, number and percentage of units to be acquired under the agreement, name of the seller(s), names of parties to the 57 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020 Page 135 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 agreement, date of agreement, manner of payment of consideration including salient features of the agreement, if any, entered between the Acquirer and PAC with regard to the offer/ acquisition of units. 1.4.6.Due diligence certificate of Lead Manager & Declaration by the Acquirer (including PAC, if any) including statements regarding the Acquirer's responsibility for the information contained in the LoF and a statement to the effect that the Acquirer (including PAC, if any) would be responsible for ensuring compliance with relevant chapter shall be incorporated in the LoF. 2. The due diligence certificate to be filed with exchange(s) along with the LoF shall inter- alia undertake that lead manager(s) have examined all relevant information and do....
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....a) Objects of the issue. b) 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 III of the InvIT Regulations. c) 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. 4. Intention and extent of participation by the sponsor(s) and their associates in the issue with respect to: a) their rights entitlement b) the unsubscribed portion over and above their rights entitlement: Provided that such participation shall not result in a breach of the minimum public unitholding requirement. 58 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/10 dated January 17, 2020 Page 137 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 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 o....
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.... date of listing of the InvIT and the policy, if any. 9. Manner of Application and Allotment: a) How to apply, availability of application forms and letter of offer and mode of payment b) Allotment and renunciation in even lots c) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement, if any, of the fractional rights etc. 10. Other disclosures: a) Unit holding pattern b) Review of credit rating c) Grievance redressal mechanism d) The disclosures in clause (a), (b) and (c) above may be incorporated by reference to any public disclosures made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT, stock exchanges. e) The draft letter of offer and letter of offer shall contain the process of credit of rights entitlements in the demat accounts and the renunciation thereof. f) Any material development after the date of the latest balance sheet and its impact on the performance and prospects of the InvIT. 11. Such other information as is material and appropriate to enable the investors to make an informed decision. 12. Declarations ....
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....equently traded units. (if applicable) 3. The preliminary placement document and placement document shall contain the disclosures as specified under schedule III of the InvIT Regulations in the following manner: a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19 shall be made in the preliminary placement document and placement document. 60 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019 Page 140 of 177 S=31 b) à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India The disclosures in clause (a) above may be incorporated by reference to disclosures made in any previous offer document or placement memorandum or placement document or annual report duly published by the InvIT: Provided that the link(s) to such document wherever available, including on the website of the issuer, stock exchanges or SEBI, shall also be provided. Provided further that any modification/update in the information provided in such documents shall be suitably incorporated in ....
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....nancial statements of the assets proposed to be acquired for the previous three years and the stub period (if any) Disclosure as per clause (a) above may be incorporated by reference to any public disclosures of financials made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT, stock exchanges.]61 8. Distribution including the manner of calculation of the net distributable cash flows, history of distributions made in the last three financial years or from the date of listing of the InvIT and the policy, if any. 9. Other disclosures: a) Unit holding pattern Review of Credit Rating Grievance redressal mechanism The disclosures in clause (a), (b) and (c) above may be incorporated by reference to any public disclosures made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT, stock exchanges. 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 infor....
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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 Annexure - 8.64 [see Chapter 10] Format for disclosure of details of encumbrance Name of InvIT Name of the recognised stock exchanges where the units of InvIT are listed Name of the sponsor as applicable Total unitholding Specific details about the encumbrance No. of units – - % of total outstanding units - Encumbrance of creation (Date encumbrance: of .) Type of encumbrance No. and % of units encumbered Encumbered units as a % of total units held Period of encumbrance Name of the entity in whose favour units have been encumbered Purpose of borrowing Signature of Authorised Signatory: Place: Date: No. of units: % of total outstanding units: 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 ....
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....t financial ratio 5 Issue opening date opening date 2 working days before IPO opens After 5 working days after filing of OD with SEBI investment manager, Sponsor, Lead Manager Website of Stock Exchanges, investment manager, Sponsor Stock Exchanges website 6 Availability of application Till issue closure date Stock Exchanges website forms given in Offer 7 Availability of material | Till issue closure date Address documents for inspection by investors Document 8 Advertisement on Within 10 days subscription and 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....
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....hrough which the original Bid was placed and obtain a revised Acknowledgement Slip, as the case may be; DONT'S FOR THE INVESTORS: 1. Do not Bid for lower than the Minimum Bid Size; 2. Do not submit a Bid without payment of the entire Bid Amount; 3. Do not Bid less than the Floor Price or higher than the Cap Price; 4. Do not Bid on another Bid cum Application Form after you have submitted a Bid; 5. Do not pay 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 ....
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....between themselves additional information related to the grievance, wherever required Between T and X 6 LM to respond to the investor with the reply Upto X+3 7 Best efforts will be undertaken by lead manager to respond to the grievance within T+30 Nature 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 griev....
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....nt) 4 Other Sources (if any) 5 Grand Total Monthly trend for the financial year SN 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 à¤à¤¾à¤....
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.... 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 case of joint Bids, is included in the Application Form; 7. Application Forms must be duly completed with information including the name of the Bidder, the number of the Units applied for and the Bid Amo....
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....S 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 concerned intermediary and it shall be endeavoured to forward the grievance to the T+1 concerned intermediary/ies on T day itself 3 The concerned intermediary/ies to respond to the lead manager with an acceptable reply ✗ 4 5 Investor may escalate the pending grievance, if any, to a senior officer of the lead manager of rank o....
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....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 d during d during at the complaint Resoluti end of s > 3 on time^ the month* month # month (in days) S Received N from Carried forward from previous month the month 1 Directly from Investors 2 SEBI (SCORES) 3 Stock Exchanges (if relevant) 4 Other Sources (if any) 5 Grand Total Monthly trend for the financial year SN Month Carried forward Received during Resolved from previous the month month Pending at the during month the end of mont....
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....tform, 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¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 2.1. Post undertaking validation with the Depository, the Stock Exchange shall, on a continuous basis, electronically share the bid details along with investors UPI ID, with the Sponsor Bank appointed by the issuer. 2.2. The Sponsor Bank shall initiate a mandate request on the investor i.e. request the investor to authorize blocking of funds equivalent to application amount and subsequent debit of funds in case of allotment. 2.3. The request raised by the Sponsor Bank, would be electronically received by the investor as a SMS / intimation on his / her mobile no. / m....
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....stor, 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/ pending) would also be shared with the Sponsor Bank, which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the intermediary. 2.13. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. 3. Post issue closure 3.1. Post closure of the offer, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. 3.2. The allotment and listing of units of InvITs shall be done within T+ 6....
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....ds 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 विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure - 14.70 [see Chapter 19] (On the letter head of the Practicing Company Secretary) Secretarial compliance report of [•] [Name of the InvIT] for the year ended I/We.. have examined: (a) all the documents and records made available to us and explanation provided by [•][Name of the investment manager] ("the investment manager"), (b) the filings/ submissions made by the investment manager to the stock exchanges, (c) website of [•] [Name of the InvIT] (“the InvITâ€), (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended (•)] ("Review Periodâ€) in respect of compliance with the provisions of: (i) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Reg....
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.... Sr. No. Action taken by Details of violation Details of action Observations/ taken E.g. fines, warning letter, debarment, etc. remarks of the Practicing Company Secretary, if any. (d) The investment manager of the InvIT has taken following actions to comply with the observations made in previous reports: Page 167 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 Sr. Observations No. of the Practicing Company Secretary in the previous reports Observations made in the secretarial compliance report for the year ended... Actions taken by the Investment Manager, if Comments of the Practicing Company Secretary on the any actions taken by the InvIT (The years are to be mentioned) (Note: 1. 2. Provide the list of all the observations in the report for the previous year along with the actions taken by the investment manager on those observations. Add the list of all observations in the reports pertaining to the periods prior to the previous year in case the inve....
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....dependent director is serving on Board of directors of the investment manager in continuity without any cooling off period. II. Composition of Committees Name of Committee 1. Audit Committee Whether Regular chairperson appointed Name of Category Committee (Chairperson/Non- members Independent/Independent /Nominee) & Date of Date of Appointment Cessation 2. Nomination & Remuneration Committee 3. Risk Management Committee 4. Stakeholders Relationship Committee &Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen. III. Meetings of Board of Directors Date(s) of Date(s) of Meeting (if Whether Number of Number of Meeting (if any) any) in the relevant in the previous quarter requirement of Directors present* independent Quorum met* directors present* Maximum gap between any two consecutive meetings (in number of days) quarter Yes/No I to be filled in only for the current quarter meetings IV. Meetings of Committees Page 170 of 177 Date(s) of meeting S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚à¤....
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....ow If Yes provide link to website. If No / NA provide reasons a) Details of business b) Financial information including complete copy of the Annual Report including Balance Sheet, Profit and Loss Account, etc. c) Contact information of the designated officials of the company who are responsible for assisting and handling investor grievances d) Email ID for grievance redressal and other relevant details e) Information, report, notices, call letters, circulars, proceedings, etc. concerning units f) All information and reports including compliance reports filed by InvIT with respect to units g) All intimations and announcements made by InvIT to the stock exchanges h) All complaints including SCORES complaints received by the InvIT i) Any other information which may be relevant for the investors It is certified that these contents on the website of the InvIT are correct. Page 172 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 Il Annual Affirmations Particulars Regulation Number In....
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....ormation the same may be indicated here. Name & Designation Compliance Officer/CEO Page 174 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 PART C Format to be submitted by investment manager within three months from the end of financial year Affirmations Broad heading Copy of annual report of the InvIT including balance sheet, profit and loss account, governance report, secretarial compliance report displayed on Website Presence of Chairperson of Audit Committee at the Annual Meeting of Unitholders Presence of Chairperson of the nomination and remuneration committee at the Annual Meeting of Unitholders Presence of Chairperson of the Stakeholder Relationship committee at the Annual Meeting of Unitholders Whether "Governance Report" and "Secretarial Compliance Report" disclosed in Annual Report of the InvIT Note 1 Regulation Number Compliance (Yes/No /NA) refer note below status 26J, 26K and this Master Circular 26G 26G 26G 26J and 26K In the column "Compliance Status",....
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....of providing exit option to dissenting unit holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI Infrastructure Investment Trusts Regulations, 2014 28/09/2020 P/2020/183 SEBI/HO/DDHS/DDHS/CIR/ Amendments to guidelines for preferential issue and institutional placement of units by a listed InvIT SEBI/HO/DDHS/DDHS/CIR/ Guidelines for rights issue of units by an unlisted Infrastructure Investment Trust (InvIT) 04/11/2020 P/2020/223 17/11/2020 P/2020/232 SEBI/HO/DDHS/DDHS/CIR/ Amendments to guidelines for preferential issue and institutional placement of units by a listed InvIT Continuous disclosures in compliances by InvITs Amendments SEBI/HO/DDHS/DDHS_Div 22/07/2021 3/P/CIR/2021/600 Page 176 of 177 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ 04/08/2021 3/P/CIR/2021/611 Securities and Exchange Board of India SEBI/HO/DDHS/DDHS_Div Requirement of minimum number and holding of unit holders for unlisted Infrastructure Investment Trusts (InvITs) SEBI/HO/DDHS/DDHS_Div | Amendments to manner and mechanism of providing ....