TaxTMI 
TaxTMI 
Review of - (a) disclosure of financial information in offer document / placement memorandum, and (b) continuous disclosures and compliances by Infrastructure Investment Trusts (InvITs)
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.... Securities and Advisory Committee (HySAC), submitted its report on Ease of Doing Business recommendations for REITs and InvITs. 3. Based on the report of the Working Group, inputs of Bharat InvITs Association, recommendations of the HySAC and internal deliberations, Chapter 3 and Chapter 4 of the Master Circular shall stand revised and the revised chapters are placed at Annexure A. 4. Further, Paragraph 7 of Annexure - 5 of the Master Circular shall be substituted with the following: "7. Financials: a) Disclosure as per clauses 11(a) to 11(c) and 11(e) to 11(f) of the Schedule III of the InvIT Regulations: Provided if the InvIT has undertaken any acquisition or divestment of any material asset(s) after the latest period for which financial information is disclosed in the letter of offer but before the date of filing of the letter of offer, the certified proforma financial statements shall be disclosed for at least the period covering last completed financial year and the stub period, if any. The preparation and certification of proforma financial statements shall be as provided in Section '(H)' of Chapter 3 of this master circular. b) Disclosure as per clause (a) above m....
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.... assets being acquired are not available, combined / carved-out financial statements for those assets shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. The combined / carved-out financial statements shall be audited by the auditor of the seller in accordance with applicable framework. d) If the InvIT has been in existence for a period lesser than the last three completed financial years, then disclosure as per clause (a) above may be provided for such financial years for which the InvIT has been in existence and for the stub period (if applicable)." 6. This circular shall be applicable with immediate effect except for the requirements specified under Chapter 4 which shall be applicable for disclosure of financial information for the period beginning on or after April 01, 2025. 7. This circular is issued in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with the provisions of Regulations 15(2)(iii), 23(8) and 33 of the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, to protect the interests of investors in securities market and to pro....
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....e audited financial statements of the InvIT shall be disclosed on the InvIT's website and the link to InvIT's separate financial statements shall be specified in the offer document. 3.2.3. In case of a follow-on offer, if the InvIT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the offer document but before the date of filing of the offer document, the certified proforma financial statements of the InvIT shall be disclosed for at least the period covering last completed financial year and the stub period, if any. The principles for preparation and certification of proforma financial statements are discussed in Section '(H)' below. 3.3. Content and basis of preparation of financial information 3.3.1. The financial information shall be prepared in accordance with Indian Accounting Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015. 3.3.2. The financial information shall, inter-alia, disclose the following financial statements: a) Balance Sheet; b) Statement of Profit and Loss;....
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....f Cash Flows' mandated under section 133 of the Companies Act, 2013. f) Headings, line items, sub-line items and sub-totals may be presented as an addition or substitution on the face of the financial statements when such presentation is relevant to an understanding of an InvIT's financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the InvIT regulations or Indian Accounting Standards or any other law. g) The reference to the following terms made in Schedule III, shall, for the purpose of this chapter, be construed as follows, unless otherwise required: Reference to To be construed as Board of directors Board of Director/Governing Body of the Investment Manager Directors of the company Directors of the Investment Manager 3.3.4. In the 'Statement of Profit or Loss', the InvIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation. The abov....
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....s. e) The Balance Sheet shall be prepared after deducting the balance outstanding on Revaluation reserve account from both Fixed assets and Reserves and the Net worth should be arrived at after such deductions. 3.3.8. Financial statements shall disclose all 'material' items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements. Materiality shall be judged and determined by the Investment Manager depending upon pertinent facts and circumstances, including the size or nature of the item or a combination of both. 3.4. Additional financial disclosures In addition to the financial statements referred in paragraph 3.3.2 above, the following statements/disclosures shall also be included as a part of the audited financial information and shall also be subjected to audit. These statements/disclosures shall be made for the period of financial statements disclosed in the offer document/placement memorandum, unless otherwise specified: 3.4.1. Project wise operating cash flows: The InvIT shall disclose operating cash flow from the projects (project-wise) for all the InvIT assets. 3.4.2. Co....
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....t) Total Debt XX XX Unit holders' Funds Unit Capital XX XX Xx XX XX XX XX XX Reserves XX XX Further, in case of follow-on offer, if there is any change in the Unit Capital (since the date from which the financial information has been disclosed in the offer document/placement memorandum), a note explaining the nature of the change shall be given. 3.4.6. Debt payment history A statement including history of interest and principal payments of InvIT shall be disclosed, if any, covering all InvIT assets forming part of the historical financial information. Additionally, the following shall also be disclosed: ● The carrying amount of debt at the beginning of each year ● Additional borrowings during the year ● Repayments during the year ● Other adjustments / settlements during the year ● The carrying amount of debt at the end of each year 3.4.7. Statement of Net Assets at Fair Value a) The 'Statement of Net Assets at Fair Value' shall be disclosed as per below format: S. No. Particulars Book Value Fair Value (A) Total Assets [Refer Notes (i) to (ii)] XX XX (B) Total Liab....
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....provided only for the last completed year and stub period, if any. 3.5. Audit of Financial Information: 3.5.1. The financial information shall be audited and the following shall be complied with respect to same: a) The audit shall be carried out by the auditor appointed for the InvIT as per the InvIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India (ICAI) and who holds a valid certificate issued by the Peer Review Board of ICAI. b) 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. c) In particular, the reports of the auditors on the financial statements of the various InvIT assets (whether prepared in accordance with the framework applicable to such InvIT assets or the framework applicable to the InvIT) will have to be taken into consideration and the same shall be relied upon by the auditor of the InvIT giving the final report. For the audit procedures to be followed in such case, the auditor shall be guided by the procedures stat....
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.... be disclosed for InvIT assets/projects that are proposed to be owned by the InvIT prior to the allotment of units in the public offer/private placement. In case of follow-on offer, the projections shall be disclosed only for the assets/projects proposed to be acquired by the InvIT from the proceeds of follow-on offer. 3.8. The following minimum items shall be disclosed as a part of the projections: ● Project-wise revenue ● Project-wise operating cash flows ● 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 ICAI in this context. 3.10. Further, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Investment Manager. (C) Management Discussion and Analysis of InvIT's operations 3.11.InvIT shall prepare and disclose Managem....
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....arding sufficiency of the working capital to fulfill the present requirements of InvIT (i.e., at least twelve months from date of listing) shall be disclosed. In case, sufficient working capital is not available in the opinion of Investment Manager, then a statement should be provided describing how it proposes to provide additional working capital requirement. 3.14.Past Market Performance In case of a capital offering subsequent to the initial offer, the market value of the units traded on all the designated stock exchanges where InvIT is listed shall be disclosed: ● on the last date of reporting period ● highest value during reporting period based on intra-day and on closing price with specified date ● lowest value during reporting period intra-day and on closing price with specified date 3.15.Other Disclosures a) Brief profiles of the key personnel of the Investment Manager and units held by them in the InvIT, if any b) Basis for issue price c) If the objects of the issue are not being financed solely through the issue proceeds, the details of other financing arrangements for fulfilling the objects of the issue. (E) Historical Financial infor....
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....2-23, and 2023-24 and such Investment Manager/Sponsor is required by Companies Act, 2013 to report under Ind AS from financial year 2023-24 (with financial year 2022-23 as comparatives), then it shall disclose financial information for financial years 2023-24 and 2022-23 as per Companies (Indian Accounting Standards) Rules, 2015 and financial year 2021- 22 as per Companies (Accounting Standards) Rules, 2021. Further, for example, if financial information of Investment Manager/Sponsor is presented for the financial years 2021-22, 2022-23, and 2023-24 and such Investment Manager/Sponsor is required by Companies Act, 2013 to report under Ind AS from financial year 2022-23 (with financial year 2021-22 as comparatives), then it shall disclose financial information for all the three financial years, i.e. 2021- 22, 2022-23 and 2023-24, as per Companies (Indian Accounting Standards) Rules. 3.18.Further, if any of the Investment Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS). (F) Framework for calcula....
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.... (i). loan agreement entered with banks / financial institution from whom the Trust or any of its SPVs/ HoldCos have availed debt, or (ii). terms and conditions, covenants or any other stipulations applicable to debt securities issued by the Trust or any of its SPVs/ HoldCos, or (iii). terms and conditions, covenants or any other stipulations applicable to external commercial borrowings availed by the Trust or any of its SPVs/ Hold Cos, or (iv). agreement pursuant to which the SPV/ Hold Co operates or owns the infrastructure asset, or generates revenue or cashflows from such asset (such as, concession agreement, transmission services agreement, power purchase agreement, lease agreement, and any other agreement of a like nature, by whatever name called); or (v). statutory, judicial, regulatory, or governmental stipulations; - (refer note 2) (-) any capital expenditure on existing assets owned / leased by the SPV or Holdco, to the extent not funded by debt / equity or from reserves created in the earlier years (refer note 9) NDCF for HoldCo/SPV's (II) Computation of Net Distributable Cash Flow at Trust level: Particulars Cashflows from operating activities of the Tr....
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....rcial borrowings availed by the Trust or any of its SPVs/ HoldCos, or (iv). agreement pursuant to which the Trust operates or owns the infrastructure asset, or generates revenue or cashflows from such asset (such as, concession agreement, transmission services agreement, power purchase agreement, lease agreement, and any other agreement of a like nature, by whatever name called); or (v). statutory, judicial, regulatory, or governmental stipulations; - (refer note 2) (-) any capital expenditure on existing assets owned / leased by the InvIT, to the extent not funded by debt / equity or from contractual reserves created in the earlier years (refer note 9) NDCF at Trust Level (III) Notes/ Other Rules: 1. NDCF computed at SPV level for a particular period to be added under this line item, even if the actual cashflows from SPV to InvIT has taken place post that particular period, but before finalization and adoption of accounts of the InvIT. 2. The Trust retains the option to distribute any surplus amounts, unless such surplus is required to create reserves for any subsequent period. However, any reserve created out of debt funds at the time of availing debt as per the terms of....
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....y management / working capital purposes as long as they are squared off within the quarter). 7. Further, it is also clarified that Proceeds from sale of infrastructure investments, infrastructure assets or shares of SPVs or Investment Entity adjusted for transaction costs or repayment of debt taken for such assets or other items as mentioned above which is intended to be reinvested or planned to be reinvested as per Regulation 18(7) of InvIT Regulations, could be temporarily parked in Overdraft accounts or used to repay any additional/ unrelated debt. Further if such proceeds are not intended to be reinvested as per the timeline provided in the Regulations and such net proceeds are to be distributed back to Unitholders, then redrawing such temporarily parked funds to distribute such net proceeds will not be considered as a contravention of note 6 above. 8. Cash flows received from HoldCos / SPV's / Investment entities which represent distributions of NDCF computed as per relevant framework at the Trust and/or HoldCo level for further distribution to Unitholders shall exclude any such cash flows used by the Trust and/or HoldCo for onward lending to any other SPVs / Investmen....
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.... InvIT shall follow the following principles: 3.20.1.Assets/entities forming part of Combined Financial Statements: All the assets or entities, which are proposed to be owned by the InvIT, as per the disclosures in the offer document / placement memorandum, shall collectively form part of combined financial statements. 3.20.2. Underlying assumption for preparation of Combined Financial Statements Such combined financial statements shall be prepared based on an assumption that all the assets and/or entities, proposed to be owned by InvIT, were part of a single group. 3.20.3.Preparation of Combined Financial Statements: i. These statements shall be prepared on a combined basis and presented as if InvIT assets were a part of a single group since the first day of the reporting period for which financial information is being presented. ii. The principles for preparation of combined financial statements shall be same as the principles laid down in "Ind AS 110 Consolidated Financial Statements", to the extent applicable. However, unlike consolidated financial statements, the combined financial statements shall not have the parent. iii. While preparing Combined Financial St....
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....re tax in the latest annual consolidated financial statements of the InvIT. 3.23.The proforma financial statements shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by statutory auditor of the InvIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the investment manager on behalf of the InvIT. 3.24.InvIT may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the offer document. Furthermore, the proforma financial statements may be disclosed for such financial periods as determined by the investment manager. In case of one or more acquisitions or divestments, one combined set of proforma financial statements should be presented. 3.25.InvIT may also voluntarily include financial statements of the business acquired or divested, pro....
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....ions; (c) summary of audited financial statements for the latest three financial years and stub period (if available); Provided that in cases where the general purpose financial statement of the assets being acquired are not available, combined / carved-out financial statements for those assets shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. The combined / carved-out financial statements shall be audited by the auditor of the seller in accordance with applicable framework. (d) title disclosures, litigations and regulatory actions; (e) risk factors; (f) other information as is material and appropriate to enable the investors to make an informed decision. Further, full valuation report of the asset(s) proposed to be acquired through proceeds of the issue, if any, shall be provided to the Board. 3.31.In case any show-cause notice(s) has been issued by the Board or the adjudicating officer or prosecution proceeding(s) has been initiated by the Board, against the InvIT or its sponsor, sponsor group, investment manager or their respective promoters or directors, necessary disclosures in respect of such action(s) along with its potent....
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....d figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year. 4.1.4. The InvIT shall submit a Statement of Net Distributable Cash Flows (NDCF) as part of the financial results, whenever the InvIT declares and distributes NDCF as per the distribution policy disclosed to the unitholders. 4.1.5. The InvIT shall submit following statements on half yearly and annual basis as part of the financial results: a) Statement of Assets and Liabilities b) Statement of Changes in Unitholders' Equity c) Statement of Cash Flows d) Statement of Net Assets at Fair Value e) Statement of Total Returns at Fair Value 4.1.6. The InvIT shall also disclose Statement of NCDF in the annual report, half yearly report and quarterly report, as applicable. 4.1.7. The InvIT shall, subsequent to listing, submit its financial information for the quarter or the financial year immediately succeeding the period for which the financial statements have been disclosed in the offer document / placement memorandum for the initial offer, in accordance with the above specified timeline i.e. within forty-five days of end of qua....
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....e InvIT's website in the following format: Particulars As at current half year end / year end date* As at Corresponding half year end / previous year end date* (Audited / Unaudited) ** (Audited) *in dd/mm/yyyy format ** specify whether figures are audited or unaudited. 4.2.4.Statement of Changes in Unitholders' Equity The Statement of Changes in Unitholders' Equity, as mentioned in paragraph 4.1.5 b) above shall be prepared as specified in paragraph 4.5 of this chapter. 4.2.5.Statement of Cash Flows The Statement of Cash Flows, as mentioned in paragraph 4.1.5 c) above, shall be prepared as specified in paragraph 3.3.3.e) of Chapter 3 of this master circular. It shall be submitted to the stock exchanges and disclosed on the InvIT's website in the following format: Particulars For the current half year end / year end date* For the Corresponding half year end / previous year end date* (Audited/ Unaudited) ** (Audited/ Unaudited) ** *in dd/mm/yyyy format ** specify whether figures are audited or unaudited. 4.2.6. Statement of Net Assets at Fair Value a) The Statement of Net Assets at Fair Value, as me....
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....4.3.1. The annual financial information shall contain comparative information for the immediately preceding financial year. The half yearly financial information shall contain comparative information for the corresponding half year in the immediately preceding financial year. 4.3.2. The comparative information would consist of corresponding amounts (comparative figures) for all the items shown in the financial statements (as specified in paragraph 4.5 below), including notes, and for the additional disclosures (as specified in paragraph 4.6 below), to the extent applicable. 4.3.3.In cases where the InvIT was not in existence in the previous corresponding reporting period(s) mentioned at paragraph 4.3.1 above, then the comparative information may not be provided and the said fact shall be clearly disclosed. 4.4. Basis of preparation of financial information 4.4.1. The financial information shall be prepared on the basis of accrual accounting policy and shall be in accordance with uniform accounting practices adopted for all the periods, except if otherwise permitted under Ind AS and / or any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting St....
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....4.5.2.In the 'Statement of Profit or Loss', the InvIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation. 4.5.3.In the 'Statement of Changes in Unit holders' Equity', changes in unit holders' equity resulting from aggregate amount of investments by unit holders in the InvIT, and dividends / other distributions by InvIT to unit holders shall be disclosed separately. 4.5.4. The annual separate and consolidated financial statements of the InvIT shall be prepared in accordance with Indian Accounting Standards (Ind AS) and / or any addendum thereto as defined in Rule 2(1)(a) of the Companies (Indian Accounting Standards) Rules, 2015 to the extent not contrary to the InvIT Regulations. 4.5.5. The financial statements, other than annual financial statements, of the InvIT can be in the form of condensed financial statements prepared in compliance with the minimum requirements for condensed financial statements laid down i....
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....ications and any other communications by Ministry of Finance. 4.6.3.Changes in Accounting policies: In cases of changes in accounting policies, if any, InvIT shall make adequate disclosures required as per the applicable accounting laws. 4.6.4. Disclosures related to Modified Opinion(s) The below mentioned disclosures would be required only in case of annual financial information of the InvIT: a) If the auditor has expressed any modified opinion(s) in respect of the audited annual financial information of the InvIT, then the InvIT, while submitting such financial information to the Stock Exchange(s), shall file a "Statement on Impact of Audit Qualifications" disclosing such modified opinion(s) and the cumulative impact of the same in the format as specified in Annexure I to the SEBI Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016. With respect to the format referred in the aforementioned Circular, the reference to "Earnings per Share' and 'Management' should be construed as a reference to 'Earnings per Unit' and 'Board of Directors/Governing Body of the Investment Manager' respectively. Further, the aforementioned statement on impact of a....
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....ame of lenders shall also be disclosed. 3. Similarly, breakup shall be given for deferred payments, cash and cash equivalents and value of InvIT assets as pertaining to the InvIT, each SPV and each HoldCo in notes to the 'Statement of Net Borrowings Ratio'. 4. The Value of InvIT assets shall be determined based on the latest available valuation report by the valuer appointed under the InvIT Regulations. 4.6.7. Statement of Net Assets at Fair Value The 'Statement of Net Assets at Fair Value' shall be disclosed in the manner as specified in paragraph 3.4.7 of Chapter 3 of this master circular. 4.6.8.Statement of Total Returns at Fair Value The 'Statement of Total Returns at Fair Value' shall be disclosed in the manner as specified in paragraph 3.4.8 of Chapter 3 of this master circular. 4.7. Approval and authentication of financial information: Before submission of the financial information to the Stock Exchanges, the financial information shall be approved by the Board of Directors/Governing Body of the Investment Manager and shall be authenticated and signed in the following manner: 4.7.1. The financial information submitted shall be approv....
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....tain disclosures stated therein. In addition to the auditor's opinion on the matters specified in paragraph 3.5.1 e) of Chapter 3 of this master circular, the auditor shall also give his opinion on the following: a) whether the statement of NDCFs gives a true and fair view of NDCFs for the years/periods ended at the balance sheet dates 4.8.6. While performing limited review as required under Regulation 13(2)(e) of the InvIT Regulations, the InvIT, the statutory auditors of InvIT, the entities whose accounts are to be consolidated with the InvIT and the statutory auditors of such entities shall follow the procedure in accordance with the circular issued by the Board under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent applicable. (B) Financial information of Investment Manager 4.9. An InvIT shall disclose summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Investment Manager for the latest financial year, along with comparative figures for the immediate preceding financial year, prepared in accordance with the accountin....
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.... Number of units pledged or otherwise encumbered No. of units As a % of total units held No. of units As a % of total units held (A) Sponsor(s) / Investment Manager / Project Manager(s) and their associates/r elated parties and Sponsor Group (1) Indian (a) Individuals / HUF (b) Central/State Govt. (c) Financial Institutions/B anks (d) Any Other (specify) Sub- Total (A) (1) (2) Foreign (a) Individuals (Non Resident Indians / Foreign Individuals) (b) Foreign government (c) Institutions (d) Foreign Portfolio Investors (e) Any Other (specify) &....
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....k Exchanges. 4.15.Website of InvIT: 4.15.1.An InvIT shall maintain a functional website wherein the contents of the said website should be updated up to last 2 days and the website which should contain all the relevant information about InvIT, inter-alia, including the following: ● Details of its business; ● Financial information including complete copy of the Annual Report including Balance Sheet, Profit and Loss Account, etc .; ● Contact information of the designated officials of the company who are responsible for assisting and handling investor grievances; ● Email ID for grievance redressal and other relevant details; ● Information, report, notices, call letters, circulars, proceedings, etc. concerning units; ● All information and reports including compliance reports filed by InvIT with respect to units; and ● All intimations and announcements made by InvIT to the stock exchanges ● Any other information which may be relevant for the investors 4.15.2.Further, the contents of the website should be updated within 2 days of any changes / developments which trigger a need for an update on the website. 4.16.Griev....
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....InvIT shall furnish an explanation for the aforementioned variation in its Annual report. 4.17.3.InvIT shall prepare an annual statement of funds utilized for purposes other than those stated in the offer document/placement memorandum or explanatory statement to the notice for the general meeting, certified by the statutory auditors of the InvIT, and place it before the before the Trustee and the Board of Directors/Governing Body of the Investment Manager till such time the money raised through the issue has been fully utilized. 4.18. Additional disclosure requirements for InvITs which have outstanding borrowings 4.18.1. InvITs which have issued debt securities under SEBI (Issue and Listing of Non- Convertible Securities) Regulations, 2021 shall be required to comply with following continuous disclosure requirements: a) Regulations 50, 51, 54, 55, 56, 57, 58, 59, 60, 61 and 61A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations") and any other provisions of the aforesaid regulations as may be applicable to InvITs. b) InvITs shall submit to the stock exchange(s), along with the quarterly financia....