TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2025
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....e), in sub-clause (v), (a) the symbol ";" shall be substituted with the symbol ":"; and (b) the following proviso shall be inserted - "Provided that if by a vacancy in the office of an independent director of the investment manager, the investment manager becomes non-compliant with such requirement, such vacancy shall be filled by the investment manager as follows - A. if such vacancy arises due to expiry of the term of office of the independent director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy." (2) in regulation 9, after sub-regulation (22), the following sub-regulations shall be inserted, namely, - "(23) The trustee shall, ─ (a) comply with the core principles defining its roles and responsibilities which shall encompass transparency, accountability, due diligence and compliance with these regulations; and (b) act impartially in their fiduciary capacity, prioritize protec....
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....ed-in units held by the outgoing sponsor or its sponsor group entities may be transferred to the self-sponsored investment manager or its shareholders or group entities of self-sponsored investment manager subject to the condition that the self-sponsored investment manager or its shareholders or group entities of self-sponsored investment manager shall meet the minimum unitholding requirements after the transfer." (4) in regulation 18, (a) in sub-regulation (5), in clause (b), i. in sub-clause (v), the words ", liquid mutual funds" shall be omitted; and ii. after sub-clause (v), the following clauses shall be inserted, namely, - "(vi) unlisted equity shares of a company which provides project management and other incidental services, subject to the following conditions: A. such services are provided exclusively to the InvIT, its HoldCo(s) and SPV(s); and B. the entire shareholding or interest in such company is held by the InvIT either directly or through its HoldCos or SPVs. (vii) units of liquid mutual funds schemes where the credit risk value is at least 12 and which fall under the Class A-I in the potential....
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....s and Disclosure Requirements) Regulations, 2015 as applicable to the investment manager under these regulations." shall be inserted after the words "shall be read as "independent director""; (7) in regulation 26H, in sub-regulation (1), i. the symbol "." shall be substituted with the symbol ":"; and ii. the following shall be inserted as a proviso, namely, - "Provided that if by a vacancy in the office of a director of the investment manager, the investment manager becomes non-compliant with such requirement, such vacancy shall be filled by the investment manager as follows - A. if such vacancy arises due to expiry of the term of office of the director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy." (8) in schedule VII, in clause (c), the words "investment manager" shall be substituted with the words "InvIT"; (9) after Schedule - IX, the following shall be inserted as a schedule, namely, - ....
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....ompliance certificates, and confirmations of unclaimed distributions. 5. Record-Keeping: The trustee shall: i. seek necessary records maintained by the investment manager for compliance with regulation 26(2) of these regulations; and ii. maintain comprehensive and systematic records of all trustee activities, decisions, and notable transactions to ensure accountability and ease of audit. 6. Ethics and Conflict of Interest: The trustee shall: i. ensure that the investment manager has not given any undue or unfair advantage to any associates or dealt with any of the associates of the investment manager in any manner detrimental to interest of the unitholders; ii. ensure that there is no conflict of interest between the manner of deployment of its net worth by the investment manager and the interest of the unitholders; iii. ensure that the investment manager manages the InvIT independently of other activities and have taken adequate steps to ensure that the interest of investors of the InvIT are not being compromised with other activities of the InvIT or the investment manager; and iv. abide by the Code of C....
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....stment manager of the deficiencies and check on necessary measures taken by investment manager for the rectification of deficiencies. ii. The trustee shall also exercise due diligence on such matters as may be specified by the Board from time to time." PRAMOD RAO, Executive Director [ADVT.-III/4/Exty./03/2025-26] Footnotes: 1. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014-15/10/1577. 2. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was subsequently amended by the - a. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/021, with effect from November 30, 2016. b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017. c. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN....