TaxTMI 
TaxTMI 
Master Circular for Real Estate Investment Trusts (REITs)
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....this Master Circular shall stand superseded with the issuance of this Master Circular. With respect to the directions or other guidance issued by SEBI, as specifically applicable to Real Estate 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 anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or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 any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; 3.3. the previous operation of the superseded circulars ....
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....9. Manner of conducting meetings of unit holders …..... 72 Chapter 10. Guidelines for preferential issue and institutional placement of units by listed REITs..... 75 Chapter 11. Guidelines for rights issue of units by a listed REIT.. 84 Chapter 12. Encumbrance on units of REITS ---------------- 93 ---------- Chapter 13. Manner and mechanism of providing exit option to dissenting unit holders.......... Chapter 14. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for public offers by REITS .... 95 107 Chapter 15. Format for Annual Secretarial Compliance Report for REITs ......... 108 ------------- Chapter 16. Format of Compliance report on Governance for REITs Chapter 17. Manner of achieving minimum public unitholding - REITs ...... Annexures 109 ...... 110 Annexure - 1 Page 4 of 162 116 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 -2 121 Annexure - 3 Annexure - 4 Ann....
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.... 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) Draft offer document refers to the draft of the offer document filed with the Board and the stock exchanges. b) Offer document refers to the version of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band. Final offer document refers to the version of the offer document filed with the Board and the stock exchanges including details with respect to pricing, allotment etc. 2.2.2. The draft offer document shall be filed with the Board and the designated stock exchanges in accordance with REIT Regulations. 2 Circular No. ....
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....¤¬à¥‹à¤°à¥à¤¡ Securities and Exchange Board of India 2.2.7. The lead merchant banker shall submit the following documents to the Board a) b) along with the offer document: 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 applicable, along with the fees as specified in REIT Regulations: a) Change in sponsor(s), sponsor group, Manager or persons in control of the sponsor(s)/ Manager. Provided that, in case of change in sponsor group, fresh filing shall be applicable only if the involved sponsor group entity(ies) hold/propose to hold more than 5% of the total units of the REIT after initial offer on a post-issue basis. b) c) Change in more than half of the board of directors of the Manager. Ch....
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.... 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 3 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019 4 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019 Page 10 of 162 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India e) f) g) h) 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), manager and merchant banker(s) before opening of the issue. There shall be a lock-in of 30 days on the units allotted to the Anchor Investor ....
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....1.An issue shall be opened after at least five working days from the date of filing the 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 REIT, for reasons to be recorded in writing, may extend the bidding (issue) period disclosed in the offer document, for a minimum period of three working days, subject to total bidding period not exceeding thirty days.]6 6 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019 Page 12 of 162 SZ3....
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....led in the application forms available on the websites of the stock exchanges. 2.8.7. The Manager on behalf of the REIT shall, in consultation with merchant banker(s), 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 merchant banker(s) 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 REIT 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 banks to make payment in case of allotment, by signing the application forms] ³. [In addition, individual investors may apply in public issues of units of REITs with a facility to block funds through Unified Payments Interface (UPI) m....
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....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). Page 15 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India b) 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 Exchanges and NPCI in order to push the mandate collect requests and/or payment instructions of the retail investors into the UPI. c) 2.9.5.Validation by Stock Exchanges and Depositories The details of investor viz. PAN, DP ID / Client ID, entered on the Stock Exc....
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....r 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. 11 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022 Page 17 of 162 5331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India iv. V. vi. vii. 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.] 12 [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 registra....
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....ements in public issue process a) The additional text of data fields required to be included in the Application- and-bidding-form relating to UPI is placed at Part B of Annexure - 11. b) The details of commission and processing fees payable to each intermediary and the timelines for payment shall be disclosed in the offer document. 2.9.8. 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.] 15 [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.]16 14 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019 15 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June24, 2022 16 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019 Page 19 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of Ind....
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....hanges, depositories, intermediaries shall co-ordinate to ensure completion of listing (through public issue) and commencement of trading of units of the REIT, within six working days from the date of closure of issue. The indicative timelines from issue closure till listing are as under. Timelines from issue closure till listing of units SI. Details of activities Due date No. 1 Issue closes 2 a) Stock exchange(s) shall allow modification of selected fields (till 11 AM) in the bid details already uploaded. 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. S. No. Details 1 Symbol 2 Intermediary code 3 Location code 4 Application No. 5 Category 6 PAN 17 Circular No, SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/54 dated April 28, 2022 Page 21 of 162 (workin....
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....ffer document. h) Manager on behalf of the REIT to initiate corporate action for credit of units of REIT to the sponsor/other shareholders of the SPVs/assets. a) SCSBs to credit the funds in public issue account of the REIT and confirm the same. b) After successful transfer of assets to REIT, the allotment of units to investors in the public issue shall be made. c) RTA/ Manager to initiate corporate action for credit of units of REIT to successful allottees in the public issue. d) 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. Page 23 of 162 T+4 T+5 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) Manager and RTA to file confirmation of demat credit and issu....
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....vertisements of the REIT, interviews, blogs, social media posts by its sponsors, sponsor group, manager, trustee, directors of any of the parties to the REIT, duly authorized employees or representatives of the REIT/Manager, documentaries about the REIT or its sponsors, periodical reports, press releases, etc. 2.14.2.The Manager on behalf of the REIT shall make prompt, true and 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 REIT, by issuing public notices on the website of the sponsor, manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of REIT, if applicable. 2.14.3.In respect of all public communications, the Manager on behalf of the REIT shall obtain approval from the 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 untru....
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....ther in cash or kind or services or otherwise. 2.14.7.[The merchant bankers shall submit a compliance certificate in respect of news reports appearing for the period between the date of filing the draft offer document with the Board and the date of closure of the issue in accordance with the Clause 11of Schedule IX of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.]18 2.15.Other Obligations of Post-issue lead merchant banker 2.15.1.Obligations of the post-issue merchant banker(s) with respect to refund, allotment, payment of interest to applicants in case of delayed allotment/refund, etc. shall be as per the disclosure in the offer document. 2.15.2.The post-issue merchant banker(s) 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(s) 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 ....
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....ected with the issue, including a person connected with the distribution of the issue, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application for allotment of units: Provided that nothing contained in this regulation shall apply to fees or commission for services rendered in relation to the issue. 2.16.4.Appointment of Compliance Officer: The compliance officer designated by the manager under Regulation 10(26) of the REIT Regulations shall be Page 28 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India responsible for monitoring the compliance of the securities laws and for redressal 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 is....
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....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. 3.2. Nature of financial information 3.2.1. REIT 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 REIT: a) If the REIT has been in existence for the last three completed financial years immediately preceding the date of offer document, then the historical financial statements of the REIT (on both standalone as well as consolidated basis) for last three years, and the interim period, if any, shall be disclosed. b) If the REIT has been in existence for a period lesser than the last three completed financial years and the historical financial statements of REIT are not available for some portion or the entire portion of the reporting 19 Circular No. CIR/IMD/DF/141/2016 dated December 26, 2016 Page 30 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बà¥....
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....f the impact of above adjustments/ rectifications is not considered ascertainable, then a statement to that effect shall be given by the auditors. Material amounts relating to adjustments for prior period errors/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) 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 res....
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.... पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India document, the details of such changes shall be disclosed in the offer document. 3.4.4.Commitments: a) A statement of REIT's Commitments, if any, as on the date of latest financial information disclosed in the offer document, 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, the details of such changes shall be disclosed in the offer document. 3.4.5.Related party transactions: a) For the related parties as defined in the REIT Regulations, the REIT shall provide relevant disclosures of all related party transactions in compliance with the requirements of "Ind AS 24 - Related Party Disclosures" and the REIT Regulations. b) Further, the following additional disclosures related to Related parties and Related party transactions shall also be included: i. Details of related party and its relationship with REIT; ii. Nature of th....
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....ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India a) The audit shall be carried out by the auditor appointed for the REIT as per the REIT 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 REIT assets (whether prepared in accordance with the framework applicable to such REIT assets or the framework applicable to the REIT) 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 audit....
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....ojections shall be disclosed for REIT assets/projects that are owned by the REIT or are proposed to be owned by REIT prior to the allotment of units in the public offer. 3.8. The following minimum items shall be disclosed as a part of the projections for the next three years: Page 37 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Project-wise revenue (rental income and/or other operating income) â– Project-wise operating cash flows â– Assumptions for projections Any other item deemed important for better readability and understanding 3.9. The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall be guided by the requirements of SAE 3400 for 'The Examination of Prospective Financial Information' and any other relevant standards/directions issued by ICAIl in this context. 3.10. Further, the aforesaid projections (including the underlying assumptions and c....
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.... total turnover from each major segments of the REIT • status of any publicly announced new business segment; • the extent to which business is seasonal; • • any significant dependence on a single or few assets, clients, suppliers etc.; competitive conditions. (D) Other Disclosures for REIT 3.13.Working Capital A statement from Manager regarding sufficiency of the working capital to fulfill the present requirements of REIT (i.e., at least twelve months from date of listing) shall be disclosed. In case, sufficient working capital is not available in Page 39 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India the opinion of 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 REI....
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.... Companies (Indian Accounting Standards) Rules, 2015 only for the latest year (for the latest two years including comparatives) out of the historical period of three years, then the financial information for the recent two years shall be disclosed as per the Companies (Indian Accounting Standards) Rules, 2015 and the financial information for the earliest year (i.e. the third last year) shall be disclosed as per the Companies (Accounting Standards) Rules, 2006. For example, if financial information of Manager/Sponsor is presented for the financial years 2014-15, 2015-16, and 2016-17 and such 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. Further, for example, if financial information of Manager/Sponsor is presented for the financial years 2014-15, 2015-16, and 2016-17 and such Manager/Sponsor is required by Compan....
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.... para 18 (7) (a) of the REIT Regulations Add: Proceeds from sale of Real estate assets not distributed pursuant to an earlier plan to re-invest, if such proceeds are not intended to be invested subsequently Add/less: Any other item of non-cash expense / non cash income (net of actual cash flows for these items), if deemed necessary by the 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 Manager Total Adjustments (B) Net Distributable Cash Flows (C)=(A+B) XX 爻 XX XX XX XX XX (II.) Calculation of Net Distributable Cash Flows at the Consolidated REIT level: Description Amount Profit after tax as per Statement of profit and loss/income and expenditure (consolidated) (A) XX Add: Depreciation ....
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.... the proposed REIT assets, for such period when REIT was not in existence. 3.21.2.Assets/entities forming part of Combined Financial Statements: All the assets or entities, which are proposed to be owned by the REIT, as per the disclosures in the offer document, shall collectively form part of combined financial statements. 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 Page 44 of 162 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 REIT, were part of a single group for such period when REIT was not in existence. 3.21.4.Preparation of Combined Financial Statements: i. ii. iii. iv. These statements shall be prepared on a combined basis and presented as if REIT assets were a part of a single group since the first day of the reporting period for which information is being presented. ....
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....IT/Manager, while preparing the Combined Financial Statements of the REIT, shall also be guided by the requirements laid down in the 'Guidance Note on Combined and Carve-Out Financial Statements' and any other pertinent guidance/directions issued by ICAI in this context. (H) Minimum Disclosures for key financial statements: 3.23.For the financial statements listed at Paragraph 3.3.3 of Section ‘(A)' above, the line items shall, at minimum, include the following: 3.23.1.Line items for Balance Sheet: a) Assets i. Property, plant and equipment; ii. Capital work-in-progress iii. Investment property; iv. Intangible assets; V. Inventories; vi. Other receivables; Page 46 of 162 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Other financial assets (excluding Inventories & Other Receivables) Cash and cash equivalents; vii. viii. ix. X. Assets for current tax. Deferred tax assets; b) Equity and Liabilities i.....
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.... and the end of the period, separately (as a minimum) disclosing changes resulting from: Profit or loss; Page 48 of 162 S331 ii. iii. à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Other comprehensive income; Aggregate amount of investments by unit holders in REIT, and dividends / other distributions by REIT to unit holders 3.23.4.Line items for the "Statement of Cash flow / Receipts and Payments" Statement of Cash flow / Receipts and Payments, shall be prepared in accordance with the requirements of Ind 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. A. B. Particulars Assets 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 ....
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....xchanges within the following time period: a. The financial information of the first half year period of the financial year, shall be submitted within 45 days from the end of the half year. b. The annual financial information shall be submitted within 60 days from the end of the financial year. C. The financial information of the second half year period of the financial year, shall be submitted along with the annual financial information. The said information shall be submitted with a note stating that the figures of the second half year period are the balancing figures of the figures of the full financial year reduced by the figures of the first half year period. 4.2. Nature of financial information 4.2.1.The financial information shall be disclosed on both standalone as well as consolidated basis. 4.3. Comparative information 20 Circular No. CIR/IMD/DF/146/2016 dated December 29, 2016 Page 51 of 162 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 ....
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....nformation presented by the REIT can be in the form of condensed financial statements. Such financial information shall comply with the minimum requirements for condensed financial statements as described in Ind AS 34 on 'Interim Financial Reporting', to the extent applicable. 4.5.2. The annual financial information shall include the following financial statements: a) Balance Sheet; b) Statement of Profit and Loss/Income and Expenditure; c) Statement of Changes in Unit holders' Equity; d) Statement of Cash Flows / Receipts and Payments; e) Statement of Net Assets at Fair Value; f) Statement of Total Returns at Fair Value; g) Explanatory notes annexed to, or forming part of, any statements referred above 4.5.3.The half yearly financial information shall include the following financial statements a) Statement of Profit and Loss/Income and Expenditure; b) Explanatory notes annexed to, or forming part of, any statements referred above. 4.5.4.For the key financial statements listed above, the minimum information to be disclosed shall be as specified in paragraphs 3.23 and 3.24 of Chapter 3 of this master circular 4.5.5.Finan....
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....sclosures required as per the applicable accounting laws (including Ind AS 8 issued by the ICAI). 4.6.4.Disclosures related to Modified Opinion(s) Page 54 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India a) b) The below mentioned disclosures would be required only in case of annual financial information of the REIT: If the auditor has expressed any modified opinion(s) in respect of the audited annual financial information of the REIT, then the REIT, 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 ....
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....r and in the absence of all of them; it shall be signed by any other director/partner of the Manager who is duly authorized by the Board of Directors/Governing Body to sign the financial information. 4.8. Audit of Financial Information: 4.8.1.The annual financial information shall be audited, whereas the half yearly financial information may be either audited or unaudited. In case the REIT opts to submit unaudited financial information, the same shall be subject to limited review by the auditor of REIT. Page 56 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 4.8.2.The audit/limited review shall be carried out by the auditor appointed for the REIT as per the REIT 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,....
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....istence for a period of less than eight years, in respect of all the preceding years. Other Continuous Disclosures to Stock Exchanges and Other Compliances 4.12.Listing Agreement: 4.12.1.REIT shall enter into a simplified listing agreement, with all the Stock Exchanges where it proposes to list its units, in lines with the format as specified under the SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 on 'Format of uniform Listing Agreement'. 4.12.2. However, with respect to the compliance with the listing conditions, REIT shall follow the REIT regulations and circulars issued therein. 4.13.Disclosure of Unit holding pattern: 4.13.1.A REIT 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; â– â– On quarterly basis, within 21 days from the end of each quarter; and Within 10 days of any capital restructuring of REIT resulting in a change exceeding 2% of the total outstanding units of REIT. 4.13.2.The Unit holding pattern shall be disclosed in the following....
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....No. of units % of mandatorily Cat e gor Unit holder Total held 21 No. of Category of Outsta Number of units pledged or otherwise encumbered 21 Units nding No. of As a % No. As a % Held y Units units of total of of total units units units held held (g) Foreign Portfolio Investors (h) Foreign Venture Capital investors (i) Any Other (specify) Sub-Total (B) (1) (2) Non- Institutions (a) Central Government /State Government s(s)/Preside nt of India (b) Individuals (c) NBFCs registered with RBI (d) Any Other (specify) Sub-Total (B) (2) Total Public Unit holding |(B) = (B)(1)+(B)(2 Page 61 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India As a No. of units % of mandatorily Cat e gor Unit holder Total held 21 No. of Category of Outsta Units Held y nding Units No....
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....aints. 4.16.2. REIT shall ensure that it is registered on the SCORES platform or such other electronic platform or system of the Board as shall be mandated from time to time, in order to handle investor complaints electronically in the manner specified by the Board. 4.16.3.[All complaints including SCORES complaints received by the REIT shall be disclosed in the format mentioned in Annexure - 4 on the website of the REIT and also filed with the recognized stock exchange(s), where its units are listed within 21 days from the end of financial year or end of quarter, as the case may be.] 22 4.16.4. The Trustee and the Board of Directors/Governing Body of the Manager, shall review the aforementioned statement, before submission of the same to the Stock Exchange(s), and shall ensure that all investor complaints are redressed by the Manager in timely manner. 4.17.Statement of deviation(s) or variation(s) 22 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/599 dated July 22, 2021 Page 63 of 162 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमà¤....
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....change Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") and any other provisions of the aforesaid regulations as may be applicable to REITs. Additional line items that shall be disclosed by REITs which have issued/listed their debt securities are as follows: i. Asset cover available; ii. debt-equity ratio; iii. debt service coverage ratio; iv. interest service coverage ratio; c) d) V. net worth; Modified opinion(s) in audit reports having a bearing on the interest payment or redemption or principal repayment capacity of the REITs shall be appropriately and adequately addressed by the board of the manager while publishing the accounts for the said period. REITs shall submit to the stock exchange on a half yearly basis along with the half yearly financial results, a statement indicating material deviations, if any, in the use of proceeds of issue of debt securities from the objects stated in the offer document. 23 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018 Page 65 of 162 S331 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤....
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....µà¤¿à¤¨à¤¿à¤®à¤¯ बोरà¥à¤¡ Securities and Exchange Board of India f) The unit subscription agreement shall not be terminated except in the event the issue fails to collect minimum subscription. 5.1.2.The units subscribed by strategic investors, pursuant to the unit subscription agreement, will be locked-in for a period of 180 days from the date of listing in the public issue. Page 67 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 6.Guidelines for issuance of debt securities by REITs25 6.1. For issuance of debt securities, REITs 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 REITs. 6.1.2.The compliances required to be made with respect to Companies Act, 2013 or any filing to be made to Regis....
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....ent Trust (REIT) having net worth of INR 100 Crore or higher are eligible to issue commercial paper. REITs may issue listed commercial papers subject to the following: (a) REITs shall abide by the guidelines prescribed by the Reserve Bank of India for issuances of commercial papers. (b) REITs shall abide by the conditions of listing norms prescribed by SEBI under the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and circulars issued thereunder. (c) The issuance of listed CPs shall be within the overall debt limit permitted under SEBI (Real Estate Investment Trusts) Regulations 2014. 26 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/122 dated September 22, 2022 Page 70 of 162 5-3 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Chapter 8.Dematerialization of securities holdings by REITs in Hold Cos and SPVS27 8.1. Regulation 14(18) of SEBI (Real Estate Investment Trust) Regulations, 2014 ("REIT Regulations") provides that the units of REIT sh....
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....nes shall be kept in mind by the Manager of the REIT before scheduling the meeting. (c) 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 28 Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/13 dated January 12, 2023 Page 72 of 162 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 pose questions concurrently or given time to submit questions in advance on the email address of the REIT. (d) 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. (e) Before the actual date of the meeting, the facility of remote e-voting shall be (f) provided. Only those unit holders that are present in the meeting and have not cast their vote on ....
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....ed their e-mail addresses with REIT or depositories can get the same registered. (vi) Any other detail considered necessary by the Manager of the REIT. (k) The notice to the unit holders may be given through emails registered with the REIT or with depositories. (1) Manager of the REIT 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. (m) Manager of the REIT shall ensure that all other compliances associated with the provisions relating to meeting of unit holders are complied with and documents required to be provided to unit holders, if any, are provided through electronic mode. 9.4. Reporting and Monitoring: (a) The Manager of the REIT shall disclose to the Stock Exchange and Trustee that the meeting of unit holders will be conducted through Video Conferencing or Other Audio Visual means. (b) The trustee of the REIT shall attend meeting of unit holders and monitor the meetings conducted through Video Conferencing or Other Audio Visual means. Page 74 of 162 5-31 à¤à¤¾à¤°à¤¤à....
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....ties and Exchange Board of India Manner of issuance of units 10.3.Any issuance of units under these guidelines shall be done in the following manner: 10.3.1. The units shall be allotted in the dematerialized form only and shall be listed on the stock exchange(s) where the units of the REIT are listed. 10.3.2.Any offer or allotment through private placement shall not be made to more than 200 investors (excluding institutional investors) in a financial year. 10.3.3.Other than to the extent of the issue of units that is proposed to be made for consideration other than cash, full consideration for the units issued shall be paid by the prospective allottees prior to the allotment of the units, through banking channels. All such monies shall be kept by the Trustee in a separate bank account in the name of the REIT and shall only be utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed. 10.3.4. The minimum allotment and trading lot for units issued shall be equivalent to the minimum allotment and trading lot as applicable to the units of the same class, under the extant....
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....ly control the proposed allottees: Provided that if there is any listed company, mutual fund, scheduled commercial bank, insurance company registered with the Insurance Regulatory and Development Authority of India in the chain of 32 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022 Page 77 of 162 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 ownership of the proposed allottee, no further disclosure will be necessary. Explanation: For the purpose of identification of the ultimate beneficial owners of the allottees, where the allottees are institutions/entities, the identification of such ultimate beneficial owners, shall be in accordance with the guidelines prescribed by the Board, if any. 10.5. Pricing of Units A. Pricing of frequently traded units 10.5.1.[Where the units of the REIT are frequently traded, the price of units to be allotted pursuant to the preferential issue shall not be less than higher of the following: i.....
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.... assets conducted in terms of REIT Regulations. 10.6.Lock-in 10.6.1.[The units allotted to sponsor(s) and sponsor group shall be locked-in for a period of three years from the date of trading approval granted for the units: Provided that units not more than twenty-five percent of the total unit capital of the REIT shall be locked-in for three years from the date of trading approval: Provided further that units allotted in excess of twenty-five percent of the total unit capital of the REIT shall be locked-in for one year from the date of trading approval.]34 [Explanation: For the computation of the lock-in requirement, the units held by the sponsor(s) and locked-in for three years, in the past in terms of Regulation 11 (3) of the REIT Regulations shall be taken into account. The units locked- 33 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022 34 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020 Page 79 of 162 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Sec....
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....ided further that where the REIT 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 REIT and the manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money with interest at the rate of fifteen percent per annum. Manner of institutional placement of units by a listed REIT 10.8.Placement document 10.8.1. The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue. 10.8.2. The lead manager(s) shall, while seeking in-principle listing approval for the units, furnish to each stock exchange on which the same class of units of the issuer are listed, a due diligence certificate stating that the units are being issued under institutional placement and that the issuer complies with requirements of these guidelines, and also furnish a copy of the preliminary pl....
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....pecified time, the monies received shall be refunded through verifiable means within twenty days from the date of the closure of the issue, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the REIT 37 Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/114 dated July 05, 2023 Page 82 of 162 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 and the manager and its director or partner who is an officer in default shall, on and from the expiry of the twentieth day, be jointly and severally liable to repay that money with interest at the rate of fifteen percent per annum. 10.11.2.[No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or manager, or is a person related to, or related party or associate of, the sponsor(s) or the manager. Provided that allotment of units can be made to the sponsor for un-subscribed portion in the institutional placement subject to following condition....
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....1 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India 11.2.Appointment of merchant banker(s) and other intermediaries 11.2.1.The manager on behalf of the REIT, in line with Regulation 10(5) of REIT 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 merchant banker(s), to carry out the obligations relating to the issue. 11.2.2.If the REIT desires to have the issue underwritten, it shall appoint underwriters in accordance with the Securities and Exchange Board of India (Underwriters) Regulations, 1993. 11.2.3.In case of an underwritten issue, the merchant banker(s) shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. 11.2.4.The merchant banker(s) shall exercise due diligence and shall satisfy themselves with all aspects of the issue including the veracity an....
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.... stock exchanges. 11.3.8. If the Board specifies any changes or issues observations on the draft letter of offer, the manager on behalf of the REIT and lead merchant banker(s) shall carry out such changes in the draft letter of offer and shall submit to the Board an updated draft letter of offer complying with the observations issued by the Board and highlighting all changes made in the draft letter of offer before filing the letter of offer with the stock exchanges. 11.3.9. The lead merchant banker shall, along with filing of the letter of offer with the Board and the stock exchange(s), furnish to the Board, a due diligence certificate along the lines of Form B of Annexure - 1 of this master circular. Page 86 of 162 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 11.3.10. The draft letter of offer and letter of offer shall contain disclosures as specified in Annexure - 6. 11.3.11.The manager, on behalf of the REIT, and the merchant banker(s) shall ensure that th....
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....r and the notice sent to the unitholders shall contain a statement to this effect. b) c) The units shall be allotted in the dematerialized form only and shall be listed on the stock exchange(s) where the units of the REIT are listed. All investors would be required to mandatorily use Application Supported by Blocked Amount (ASBA) as a payment mode, whether existing unitholders or renouncees and follow the procedure for rights issues of securities specified by the Board. 11.8.Subscription, Allotment and Listing of Units 11.8.1.Minimum Subscription a) The minimum subscription to be received in the rights issue shall be 90% of the issue size through the letter of offer. b) If the minimum subscription as specified under (a) above is not received, the application monies shall be refunded to the applicants forthwith, but not later than 15 days from the issue closing date. 11.8.2. The sponsor(s), their associates and members of the sponsor group who are unitholders as on the record date, may choose to subscribe to additional Page 88 of 162 S=31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥....
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....nal units may be made on a proportionate basis. Allotment to sponsor(s), their associates and members of sponsor group, who are unitholders on the record date and who have disclosed their intent to subscribe to additional units in terms of 11.8.2 above, if there is an unsubscribed portion after making full allotment as per clause (a), (b) and (c) above. Allotment to the underwriter appointed for the issue, if any, at the discretion of the board of directors of the manager, subject to disclosure in the draft letter of offer and / or letter of offer as applicable. Full allotment to those eligible unitholders who have applied for their rights entitlement either in full or in part and also to the renouncee(s), who has/have applied for the units renounced in their favour, in full or in part, as adjusted for fractional entitlement. 11.8.6. The units allotted in the manner specified above shall be listed within six working days from the issue closing date. 11.9.Restriction on further capital issues 11.9.1.The REIT shall not make any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, q....
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....ry action has been imposed on the REIT in the three years preceding the year in which rights issue is proposed; Page 91 of 162 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 Provided that imposition of only monetary fines by stock exchanges on the REIT shall not be a ground for ineligibility for undertaking issuances under this clause. 11.11.10. there shall be no conflict of interest between the lead merchant banker(s) and the REIT or parties to the REIT in accordance with the applicable regulations; 11.11.11. The sponsor(s) and sponsor group shall mandatorily subscribe to their rights entitlement and shall not renounce their rights, except to the extent of renunciation within the respective sponsor group or for the purpose of complying with minimum public shareholding norms prescribed under the REIT Regulations, 2014; 11.11.12. there are no audit qualifications on the audited accounts of the REIT in respect of those financial years for which such accounts a....
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....under REIT Regulations. 12.3.Obligation of entity creating encumbrance 12.3.1.Sponsor(s) and sponsor group creating encumbrance on the units held by them, shall provide details of the encumbrance to the manager of the REIT 41 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020 Page 93 of 162 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 within two working days from the date of creation of such encumbrance in the format specified at Annexure - 7. Any change in the above information pursuant to release or invocation of encumbrance, or in any other manner, shall also be informed to the manager of the REIT within two working days from the date of such event. 12.4.Other obligations 12.4.1.The REIT shall within two working days from the receipt of details in terms of clause 12.3 shall disclose such information to every stock exchange where units of the REIT are listed. Page 94 of 162 5-31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤....
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.... 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 REIT Regulations; an investment company or fund and any person who has an interest in such investment company or fund as a shareholder or unit holder having not less than 10 per cent of the paid-up capital of the investment company or unit capital of the fund, and any other investment company or fund in which such person or his associate holds not less than 10 per cent of the paid-up capital of that investment company or unit capital of that fund: Provided that nothing contained in this sub-clause shall apply to holding of units of mutual funds registered with the Board; Explanation For the purposes of this clause "associate" of a person means any person as defined under Regulation 2(1)(b) of REIT Regulations and shall ....
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....3/P/CIR/2021/640 dated October 05, 2021 Page 97 of 162 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 13.3.Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure - 1 of the master circular, shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer. 13.4.Manner and mechanism of exit option: 13.4.1. The Acquirer shall facilitate tendering of units by the unit holders and settlement of the same through the stock exchange mechanism as specified by SEBI for the purpose of takeover, buy-back and delisting in case of equity listed companies. 13.4.2. Manager shall be entitled to receive from the Acquirer all expenses incurred and payable to external agencies related to the exit offer process prescribed in this chapter. 13.4.3. Units tendered in exit option shall be in multiples of the trading lot as applicable to the units of the same clas....
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....ours of the last day of voting Within twenty four hours of the Date of Intimation Immediately but not later than twenty four hours from the receipt of public notice from the Acquirer Within three working days from the date of public Page 99 of 162 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 Activity Description 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. The stock exchange(s) shall disseminate the LoF on its website as soon as it receives the same. Acquirer shall create an escrow account wherein the aggregate amount of consideration based on the list of dissenting unit holders provided by the Manager to Lead Manager would be deposited in the manner specified at para 13.4.7 below. Timelines notice by the Acquirer regarding exit option/offer At least two working days prior to ....
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....ares and Takeover) Regulations, 2011 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(6A) or Regulation 22(8) of REIT Regulations 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 Activity Description Further, a person being inducted as a sponsor shall give declaration to Manager with regard to satisfying the eligibility conditions prescribed for a sponsor under REIT Regulations. Timelines Immediately but not later On receipt of second notice, Manager shall than twenty four hours from intimate to stock exchange(s) the receipt of such second notice Voting to be completed not Manager shall convene a meeting of unit holders for voting later than three working days from the cut-off date and within twenty one days from the date of receipt of second notice from the acq....
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....e 103 of 162 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 Activity Description payment of the consideration and the post- exit option unit holding pattern of the REIT with stock exchange(s). Timelines 13.4.7.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. iii. 13.5.Exit Price 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 option/offer to ....
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....th him any units of the REIT 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. 13.5.3.Where the Acquirer or persons acting in concert with him acquires units of the REIT during the period of twenty-six weeks after the tendering period at a Page 105 of 162 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 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 fr....
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....e - 10. 46 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021 Page 107 of 162 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 15.Format for Annual Secretarial Compliance Report for REITs47 15.1.Regulation 26D of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulationsâ€) requires as under: (1) The Manager shall submit a secretarial compliance report given by a practicing company secretary to the stock exchanges, in such form as specified, within sixty days from end of each financial year. (2) The secretarial compliance report referred to in sub-regulation (1) of this regulation shall be annexed with the annual report of the REIT. 15.2.Accordingly, the following shall be complied with regard to annual secretarial compliance report: (a) The Manager of the REIT, on an annual basis, shall appoint a practicing company secretary to examine the compliance of all applicable SEBI Regulations and circulars/ guidelines is....
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....melines as specified above. The compliance report on governance shall also be made part of annual report of the REIT. (b) The stock exchanges shall monitor the compliance of the above requirements and take appropriate action as specified by the Board from time to time. 48 Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/101 dated June 26, 2023 Page 109 of 162 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 17.Manner of achieving minimum public unitholding - REITs4â¹ 17.1. Regulation 14(2A) of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") inter-alia mandates that any listed REIT which has public unitholding below twenty-five percent, shall increase its public unitholding to at least twenty-five percent within a period of three years from the date of listing of units pursuant to initial offer. 17.2. In order to facilitate REITS to achieve minimum public unitholding compliance as required under REIT Regulations, Manager of the....
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....ock exchange(s) where its units are listed: a) the intention of the Sponsor(s) / Manager/ and their associates/ related parties and Sponsor Group to sell and the purpose of sale; b) the details of Sponsor(s) / Manager/ and their associates/ related parties and Page 111 of 162 No. 5=31 Method à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India volume of the units of the REIT, every financial year till the due date for minimum public unitholding requirement as per REIT Regulations (or) Specific conditions, if any, applicable Sponsor Group, who propose to divest their unitholding; c) total number of units and percentage of unitholding in the REIT that is proposed to be divested; and d) the period within which the entire divestment process will be completed. ii. Sponsor(s) / Manager / iii. The Manager of the REIT shall also give an and associates/related their parties and Sponsor Group can sell upto a maximum of 5% of the....
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....ciates/ related parties and Sponsor Group. The Manager of the REIT shall also give an undertaking to the recognized stock exchange(s) obtained from the Sponsor(s) / Manager/ and their associates/ related parties and Sponsor Group that they shall not subscribe to the units of such ETF to which units have been transferred by Sponsor(s) / Manager and their associates/related parties and Page 113 of 162 No. 9. S=31 Method à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Any other method as may be approved by the Board on a case to case basis. Specific conditions, if any, applicable Sponsor Group entities for the purpose of MPS compliance. The Manager of the REIT shall approach the Board with an application containing relevant details to obtain prior permission. The Board would endeavour to communicate its decision within thirty days from the date of receipt of the proposal or the date of receipt of additional information as sought from ....
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....sures made in the draft offer document are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the REIT Regulations, circulars, guidelines issued thereunder and other applicable legal requirements. 50 Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016 Page 116 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India (3) We confirm that besides ourselves, all the intermediaries named in the draft offer document are registered with the Board and that till date such registration is valid. (4) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments, if any. (5) We certify that written consent from sponsors and/or sponsor group has been obtained for inclusion of their units as part of sponsors and/or sponsor group contribution and for holding of the units for the specified perio....
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....HE BOARD AND THE DESIGNATED STOCK EXCHANGE To, Securities and Exchange Board of India Dear Sirs, Sub.: Public Issue of by (Name of the REIT) (1) This is to certify that the offer document filed with the Board and Stock Exchanges has been suitably updated and that the said offer document contains all the material disclosures in respect of the REIT as on the said date. (2) We confirm that the registrations of all the intermediaries named in the offer document are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority. (3) We confirm that agreements have been entered into with both the depositories for dematerialisation of the units of the REIT. Place: Date: Merchant Banker(s) to the Issue with Official Seal(s) Page 118 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India FORM C FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER IMMEDIATELY BEFORE OPENING OF....
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....à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Annexure - 2.51 [see Chapter 2] FORMATS OF POST ISSUE REPORTS PART A FORMAT OF INITIAL POST ISSUE REPORT FOR PUBLIC ISSUE Subscription Status: (Subscribed/ Undersubscribed) Note: It is the responsibility of merchant banker(s) to give correct information after verifying it from the Manager and the registrar to the issue. (1) (2) Name of the REIT: Issue opening date: (3) Earliest closing date: (4) Actual closing date : (5) Date of filing offer document with Board: (6) Issue Details (as per the offer document) (a) Offer price per unit (b) Issue size: (Rs lakhs) i. Sponsors and/or sponsor group contribution ii. Amount through offer document: (c) Provisional subscription details of public offer i. Total amount to be collected on application: Rs lakhs ii. Amount collected on application: Rs lakhs iii. % subscribed i.e. % of (ii) to (i): (%) (7) Please tick mark whether 90% minimum subscription of the amount through offer document is collected. (i) YES (i....
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....ker(s) (Name and Address): (14) Date of transfer of refund amount to Refund Banker, if any (15) Name of Designated Stock Exchange (16) Names of other stock exchanges where listing is sought : (17) Date on which application was filed with each stock exchange for listing of units : (18) Date when listing and trading permission given by each stock exchange (Enclose copies of permission letters of stock exchanges) (19) Reasons for delay in listing of units for trading, if any (II) IN CASE OF UNDER SUBSCRIBED ISSUE: : If the issue is underwritten, mention the amount of issue underwritten : Extent of under subscription on the date of closure of the issue (1) (2) (a) (b) Percentage Amount (3) Total no. of underwriters (4) If devolvement notices had not been issued, mention how the shortfall was met: (5) No. of underwriters to whom devolvement notices had been issued (6) Date of issue of devolvement notices : (7) No. of underwriters who did not pay devolvement (Please give names, amount underwritten and reasons for not paying) (8) In case of default from underwriters, mention how the shortfall was met: (....
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.... of the year. Number of investor received during the year. complaints Number of investor complaints disposed of during the year. Number of investor complaints pending at the end of the year. Average time taken for redressal of complaints For Quarter Ending (QE) All including complaints complaints SCORES SCORES complaints All complaints SCORES including complaints SCORES complaints Number of investor complaints pending at the beginning of the Quarter. Number of investor complaints received during the Quarter. Number of investor complaints disposed of during the Quarter. Number of investor complaints pending| at the end of the Quarter. Average time taken for redressal of complaints for the Quarter 53 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/599 dated July 22, 2021 Page 125 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India All complaints SCORES complaints All complaints SCORES ....
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....HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019 Page 127 of 162 a) b) SZ31 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 as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16 and 18 shall be made in the preliminary placement document and placement document. 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 REIT: 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 the disclosure document. 4. Terms of the issue: a) b) c) Objects of the issue. If the objects of the issue involve financing of any new asset(s), description of such asset(s) as per discl....
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.... any) Disclosure as per clause (a) above may be incorporated by reference to any public disclosures of financials made under the REIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the REIT, stock exchanges.]55 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 REIT 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 REIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the REIT, stock exchanges. 10. Declarations (to be signed by the board of directors of the manager and the trustee) 11. [The lead merchant banker shall ensure that the information contained in the draft placement document and placement document and the par....
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.... 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), their associates and members of the sponsor group, in the issue with respect to: a) their rights entitlement b) the unsubscribed portion over and above their rights entitlement: 57 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/09 dated January 17, 2020 Page 131 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Provided that such participation shall not result in a breach of the minimum public unitholding requirement. 5. Related Party Transactions: a) Disclosure as per clause 9 of the Schedule III of the REIT Regulations, which may be incorporated by reference to disclosures made in any previous offer document or placement memorandum or placement document. b) Any disclosures made regarding related party transactions shall als....
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....nner 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 REIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the REIT, 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 REIT. 11. Such other information as is material and appropriate to enable the investors to make an informed decision. 12. Declarations (to be signed by the boa....
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....n/offer. The lead manager/Acquirer is free to add any other disclosure(s) which in his opinion is material for the unit holders, provided such disclosure(s) is not presented in an incomplete, inaccurate or misleading manner. 1.1. All the requisite disclosures/statements in respect of the Acquirer, persons who are acting in concert (PAC) with the Acquirer for the purpose of the exit option/offer shall be made in the LoF. 1.2. Lead manager shall ensure that the timelines specified for tendering period, payment of consideration to unit holders, etc. are as per the timelines specified in relevant chapter. 1.3. The source from which data / information is obtained should be mentioned in the relevant pages of LoF. 1.4. The LoF shall, inter alia, shall include the following: 1.4.1.Details of the Acquirer (including PAC, if any) including its background, experience, areas of operation, relationship between Acquirers, pre and post exit offer unit holding etc. financial position (financial statements/net worth, as applicable) etc. In case of financial statements, audited Profit & Loss statement, Balance Sheet and Cash Flow statement for last ....
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.... lead manager(s) shall be responsible for ensuring compliance with SEBI rules, regulation and the provisions of relevant chapter and lead manager(s) shall continue to be responsible until completion of the exit option process and for any related matter thereafter. 3. Any act of omission or commission on the part of any of the intermediaries noticed by the lead manager(s) shall be duly reported by them to the Board. 4. In the due diligence certificate to be submitted to SEBI upon completion of exit option process, the lead manager(s) shall confirm compliance with all provisions of relevant chapter by the Acquirer and the certificate shall also mention that information disclosed in the LoF was true and correct to the best of his knowledge and was obtained after exercising proper due diligence. Page 137 of 162 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 - 9.61 [see Chapter 14] PUBLIC ISSUE OF REITS VISION STATEMENT: To continuously earn trust of ....
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.... Sponsor, Lead Manager Price band Advertisement and 2 working days before Website of Stock Exchanges, IM, relevant financial ratio Issue opening date IPO opens After 5 working days after filing of OD with SEBI Availability of application Till issue closure date Sponsor Stock Exchanges website forms 8 Availability investors 10 documents for inspection by Stock Exchanges website of material | Till issue closure date Address given in Offer Document Website of the TRUST, sponsor, manager and stock exchanges Advertisement on subscription Within 10 days and basis of allotment Allotment status and allotment completion of basis of By email / post advice RIGHTS OF INVESTORS allotment 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 eligibil....
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....e should also appear as the first holder of the beneficiary account held in joint names. 15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms; 16. Ensure that the category and the Bidder status is indicated; 17. Submit revised Bids at the same Bidding Centre of a Designated Intermediary, through 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 140 of 162 531 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤....
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.... concerned intermediary and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself The concerned intermediary/ies to respond to the lead manager with an acceptable reply Investor may escalate the pending grievance, if any, to a senior officer of the lead manager of rank of Vice President or above Lead manager, the concerned intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever required LM to respond to the investor with the reply No. of calendar days T T+1 ✗ T+21 Between T and X 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 ....
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....°à¥à¤¡ Securities and Exchange Board of India Annexure -10.62 [see Chapter 14] 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 SN Received from Carried Receive Resolv Pendin Pendin forward d during ed g at the from the during end of g complai previou month the month s month month* # nts > 3 month Average Resolutio n time^ (in days) 1 Directly from Investors 2 SEBI (SCORES) 3 Stock Exchanges (if relevant) 4 Other Sources (if 5 any) Total Monthly trend for the financial year SN Month 1 April-YYYY 2 May-YYYY 3 June-YYYY 4 July-YYYY .... March-YYYY Carried forward from Received during the previous month month Resolved during the month Pending at the end of * month # 62 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/672 dated November 26, 2021 Page 144 of 162 S=31 à¤à¤¾à¤°à¤¤à¥€à....
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....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 63 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022 Page 146 of 162 SZ31 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. / mobile app, associated with the....
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....dation of block request by the investor, as above, the said information would be electronically received by the investors' bank, where the funds, equivalent to application amount, would get blocked in investors account. Intimation regarding confirmation of such block of funds in investors account would also be received by the investor. 2.12. The information containing status of block request (e.g. accepted / decline / 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. T....
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....hanism for Blocking Fund would be available for Application value upto Rs. 5 Lac 2.2. Bidder's Undertaking and confirmation to include blocking of funds through UPI mode 2.3. Instructions with respect to payment / payment instrument to include instructions for blocking of funds through UPI mode. Page 150 of 162 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 -12.64 [see Chapter 15] (On the letter head of the Practicing Company Secretary) Secretarial compliance report of [•] [Name of the REIT] 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 Manager] ("the Manager"), (b) the filings/submissions made by the Manager to the stock exchanges, (c) website of [•] [Name of the REIT] ("the REIT"), (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended [•] (“R....
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....ers, directors either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder: Sr. Action taken by No. 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 Manager of the REIT has taken following actions to comply with the observations made in previous reports: Page 152 of 162 Sr. No. SZ31 Observations of the Practicing Company Secretary in the previous reports à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India secretarial Observations made in the Actions taken Comments of by the the Manager, if any Practicing compliance report Secretary on the for the year ended... (The years are to be mentioned) Company actions taken b....
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....and Exchange Board of India SPAN of any director would not be displayed on the website of Stock Exchange. &Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen. *to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the 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 Meeting (if any) any) in the relevant in th....
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....n may not be given by the Manager and instead a statement "same as previous quarter" may be given. Page 156 of 162 SZ31 à¤à¤¾à¤°à¤¤à¥€à¤¯ पà¥à¤°à¤¤à¤¿à¤à¥‚ति और विनिमय बोरà¥à¤¡ Securities and Exchange Board of India Format to be submitted by Manager for the financial year I. Disclosure on website of REIT PART B Item Compliance status (Yes/No/NA) refer note below 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 REIT with respect to units g) All intimations and announcements made ....
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....ficers insurance 26A Memberships in Committees 26A Affirmation with compliance to code of conduct from 26A members of Board of Directors and Senior management Personnel Policy with respect to Obligations of directors and senior management 26A Note 1 In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of REIT Regulations, "Yes" may be indicated. Similarly, in case the REIT has no related party transactions, the words "N.A." may be indicated. 2 If status is "No" details of non-compliance may be given here. 3 If the Manager would like to provide any other information the same may be indicated here. Name & Designation Compliance Officer/CEO Page 159 of 162 SZ31 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 Manager within three months from the end of financial year Affirmations Broad headi....
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....BI/HO/DDHS/DDHS/ CIR/P/2020/123 SEBI/HO/DDHS/DDHS/ CIR/P/2020/184 SEBI/HO/DDHS/DDHS Div3/P/CIR/2021/599 05/10/2021 SEBI/HO/DDHS/DDHS 28/04/2022 24/06/2022 Encumbrance on units of Real Estate Investment Trusts (REITs) Manner and mechanism of providing exit option to dissenting unit holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI Real Estate Investment Trusts Regulations, 2014 Amendments to guidelines for preferential issue and institutional placement of units by a listed REIT Continuous disclosures in compliances by REITS Amendments Amendments to manner and mechanism of providing _Div3/P/CIR/2021/640 exit option to dissenting unit holders pursuant to SEBI/HO/DDHS/DDHS _Div3/P/CIR/2022/54 SEBI/HO/DDHS/DDHS Div3/P/CIR/2022/086 26/08/2022 SEBI/HO/DDHS/DDHS Div3/P/CIR/2022/0116 Regulation 22(6A) and Regulation 22(8) of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("SEBI (REIT) Regulations") Reduction of timelines for listing of units of REIT Introduction of Unified Payments Interface (UPI) mechanism for Real Estate Investment Trusts (REITs) Amendments to guidel....