Review of - (a) disclosure of financial information in offer document, and (b) continuous disclosures and compliances by Real Estate Investment Trusts (REITs)
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....ness recommendations for REITs and InvITs. 3. Based on the report of the Working Group, inputs of Indian REITs 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) of the Schedule III of the REIT Regulations: Provided that if the REIT has undertaken any acquisition or divestment of any material assets after the latest period for which the financial information is disclosed in the placement document but before the date of filing of the placement document, 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 may be incorporated by reference to any public disclosures of financials made under ....
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....epared 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 REIT 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 REIT 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)(d), 23(7) and 33 of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, to protect the interests of investors in securities market and to promote the development of, and to regulate the securities market. This circular is issued with the approval of the compete....
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....f 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 REIT 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; c) Statement of Changes in Unit holders' Equity; d) Statement of Cash Flows; e) Explanatory notes annexed to, or forming part of, any statements referred above; and f) Notes, comprising material accounting policies and other explanatory information. 3.3.3. Applicability of ....
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....to industry/sector-specific disclosure requirements or when required for compliance with the REIT 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 Manager Directors of the company Directors of the Manager 3.3.4. In the 'Statement of Profit or Loss', the REIT 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 above disclosure shall be applicable only for follow-on offer and not in case of an initial offer. 3.3.5. 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 REIT, and dividends / other distributions by REIT to unit holders shall be disclosed....
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....the basis of the financial statements. Materiality shall be judged and determined by the 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, unless otherwise specified: 3.4.1. Project wise operating cash flows: The REIT shall disclose operating cash flow from the projects (project-wise) for all the REIT assets. 3.4.2. Contingent liabilities: a) A statement of REIT's Contingent liabilities, 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 contingent liabilities from the aforementioned date of latest financial information to the date of the offer document, the details of such changes shall also be disclosed in the offer document....
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....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 Liabilities [Refer Note (iii)] XX XX (C) Net Assets (A-B) XX XX (D) Less: Non-Controlling Interest [Refer Note (iv)] XX XX (E) Net Assets attributable to unitholders (C-D) XX XX (F) No. of Units XX XX (G) NAV per unit (E/F) XX XX Notes: i. The breakup of the fair value of the assets shall be given property-wise in the notes to the 'Statement of Net Assets at Fair Value'. Fair value of assets shall be determined based on the valuation report of the valuer appointed under the REIT Regulations. ii. A property-wise reconciliation statement shall be given in t....
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....quirements 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 REIT assets (whether prepared in accordance with the framework applicable to such REIT assets or the framework applicable to the REIT) will have to be taken into consideration and the same shall be relied upon by the auditor of the REIT giving the final report. For the audit procedures to be followed in such case, the auditor shall be guided by the procedures stated in the Standard on Auditing (SA) 600, "Using the Work of another Auditor", to the extent applicable. Further, the fact that the financial statements audited by other auditors have been relied upon shall be disclosed in the audit report. d) As a part of the audit report, the auditor shall state whether: i. he has obtained all information and explanations which, to the best of his knowledge and belief, were necessary for the purpose of his audit; ii. the Balance Sheet and the Statement of Profit and loss are in agreement with the books of account of the REIT; iii. the financial statements comply with the ....
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.... 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 Manager. (C) Management Discussion and Analysis of REIT's operations 3.11.REIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with financial information of previous two years. 3.12.MDA shall, inter-alia contain the following: ● Overview of the business of the REIT ● A summary of the financial information containing significant items of income and expenditure. ● Factors that may affect results of the operations, key risks and mitigating factors ● Quality of earnings and revenue streams ● Significant developments subsequent to the last financial year: ● A statement by the Manager whe....
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....679; 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 Manager and units held by them in the REIT, 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 information of Manager and Sponsor(s) 3.16.An offer document of REIT shall include summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Manager and Sponsor(s) for past three completed years, prepared in accordance with accounting standards, as applicable, as per the Companies Act, 2013 and rules thereunder. For example, if the concerned entity is required to follow Companies (Accounting Standards) Rules, 2021 during the entire period of last three years, then the three year financial information of such entity shall be prepared in accordance with Companies (Accounting Standards) Rules, 2021. Similarly, if the concerned entity is required to follow Com....
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....per Companies (Indian Accounting Standards) Rules. 3.18.Further, if any of the Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS). (F) Framework for calculation of Net Distributable Cash Flows (NDCFs): 3.19. The framework for computation of NDCF by REITs and its Holdcos/ SPVs shall be as under: I. Computation of Net Distributable Cash Flow at HoldCo/ SPV level: - Particulars Cash flow from operating activities as per Cash Flow Statement of HoldCo/ SPV (+) Cash Flows received from SPV's which represent distributions of NDCF computed as per relevant framework (refer note 1 and 8 below) (relevant in case of HoldCos) (+) Treasury income / income from investing activities (interest income received from FD, tax refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt basis) (+) Proceeds from sale of real estate i....
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.... 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 Trust (+) Cash flows received from SPV's / Investment entities which represent distributions of NDCF computed as per relevant framework (refer note 1 and 8 below) (+) Treasury income / income from investing activities of the Trust (interest income received from FD, any investment entities as defined in Regulation 18(5), tax refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt basis) (+) Proceeds from sale of real estate investments, real estate assets or shares of SPVs/Holdcos or Investment Entity adjusted for the following ● Applicable capital gains and other taxes ● Related debts settled or due to be settled from sale proceeds ● Directly attr....
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....ticular period, but before finalization and adoption of accounts of the REIT. 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 the financing documents shall not be reduced. 3. The option to retain 10% distribution under Regulation 18(16) needs to be computed by taking together the retention done at HoldCo, SPV level and Trust level. Refer Illustration below: Illustration: Particulars SPV A SPV B Total at SPV level NDCF as computed 100 150 250 Amount retained by SPV 5 10 15 Net amount distributed to Trust 95 140 235 REIT Scenario 1 Scenario 2 Received from SPV 235 235 Add :- other items at Trust level for computation of NDCF 65 (35) Total NDCF 300 200 Combined NDCF for computing Max retention NDCF of Trust (A) 300 200 NDCF of SPV's (B) 250 250 Less: - Amount distributed by SPV's (C ) (235) (235) D = A + B -C 315 215 Max retention amount - 10% of D 31.5 21.5 Amount already retained by SPV....
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....eived 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 / Investment entities/ HoldCo to meet operational / interest expenses or debt servicing of such entities. 9. Capital expenditure include amounts incurred and paid towards asset enhancement and are capitalized to asset value in the financial statements including lease payments. It is further clarified that Existing Assets as referred to in this line item includes any new structure / building / other infrastructure constructed on an existing real estate asset which is already a part of the REIT. 10. Debt repayment at Trust level will not be reduced from NDCF to the extent such debt is refinanced at the HoldCo/SPV level and such proceeds from refinancing have been transferred by the HoldCo/SPV to the Trust for such debt repayment. Similarly, debt repayment at HoldCo/SPV level will not be reduced from NDCF to the extent such debt is refinanced at the Trust level and such proceeds fr....
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....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 Statements, transactions between the entities proposed to be owned by REIT (i.e. transactions between the entities which are forming part of the combined financial statements) shall be eliminated. Further, all pertinent matters, such as non-controlling interests, foreign operations, different fiscal periods, or income taxes, etc. shall be treated in the same manner as in consolidated financial statements, to the extent applicable. iv. In cases where one or more of the underlying REIT assets have been held by the sponsor or its associates or its group entities for a period lesser than the last three completed financial years, then such assets may be reflected in the Combined Financial Statements only from the date of holding by such entity. However, if the discrete financial information for such assets is also available for the pre-holding period (i.e. the period before the acquisition by the sponsor or its ass....
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....e or more acquisitions or divestments, one combined set of pro-forma financial statements should be presented. 3.25.REIT may also voluntarily include financial statements of the business acquired or divested, provided that such financial statements are certified by the auditor (of the asset acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. 3.26.Where the businesses acquired / divested does not represent a separate entity, general purpose financial statement may not be available for such business. In such cases, combined / carved-out financial statements for such business shall be prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time. 3.27.Further, in case of non-material acquisitions / divestments, disclosures in relation to the fact of the acquisition / divestment, consideration paid / received and mode of financing shall be made in the offer document. Further, such disclosures shall be certified by the statutory auditor of the REIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Ins....
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....onsor group, manager or their respective promoters or directors, necessary disclosures in respect of such action(s) along with its potential adverse impact on the REIT shall be made in the follow-on offer document. 3.32.If the REIT or its sponsor, sponsor group, manager or their respective promoters or directors has settled any alleged violations of securities laws through the settlement mechanism of the Board in the past three years immediately preceding the date of filing of the follow-on offer document, then disclosure of such compliance of the settlement order, shall be made in the follow-on offer document. 3.33.Other Disclosures (a) History of distributions made in the last three financial years, if any (b) Summary of valuation of the real estate assets held by the REIT, as specified in Clause 10(a) of Schedule III of the REIT Regulations, shall be disclosed as per the latest available valuation report. In case of occurrence of any material change post the date of the latest available valuation report, the REIT shall undertake a valuation of the properties prior to filing of the follow-on offer document. 3.34. The merchant banker shall ensure that the financial infor....
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.....e. within forty-five days of end of quarter or within sixty days from the end of the financial year, as the case may be, or within twenty-one days from the date of its listing, whichever is later. 4.2. Nature and format of financial information 4.2.1. The financial information shall be disclosed on both separate as well as consolidated basis, unless otherwise specified. 4.2.2. Financial Results a) The financial results, as mentioned in paragraph 4.1.1 to 4.1.3 above, shall contain the items mentioned in the format for Statement of Profit and Loss as prescribed in Schedule III of the Companies Act, 2013 (with the exceptions and modifications mentioned in paragraph 4.5.1 of this Chapter and paragraph 3.3.3 of Chapter 3 of this Master Circular), excluding notes and detailed sub-classification. b) The financial results shall be submitted to the stock exchanges and disclosed on the REIT's website in the following format: Particulars 3 months ended* Preceding 3 months ended * Corresponding 3 months ended previous year* Year to date figures for current period ended* Year to date figures for previous year ended* Previous year ended* (Audited / Unaudited) ** ....
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.... at Fair Value The Statement of Net Assets at Fair Value, as mentioned in paragraph 4.1.5 d) above, shall be prepared as specified in paragraph 3.4.7 of Chapter 3 of this master circular. It shall be submitted to the stock exchanges and disclosed on the REIT'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) Book Value Fair Value Book Value Fair Value * in dd/mm/yyyy format ** specify whether figures are audited or unaudited 4.2.7. Statement of Total Returns at Fair Value The Statement of Total Returns at Fair Value, as mentioned in paragraph 4.1.5 e) above, shall be prepared as specified in paragraph 3.4.8 of Chapter 3 of this master circular. It shall be submitted to the stock exchanges and disclosed on the REIT'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 *....
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....) of the REIT shall be prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 - Interim Financial Reporting, specified under the Companies (Indian Accounting Standards) Rules, 2015. 4.4.3.HoldCos and SPVs owned by the REIT may prepare financial statements in accordance with accounting standards and laws applicable to them. 4.4.4. In addition to the disclosure mentioned above, the REIT may, if it so desires, also submit the financial information as per the International Financial Reporting Standards ('IFRS'). In such case, the material differences, if any, between the financial information as per Ind AS and as per IFRS, shall be appropriately highlighted and explained. 4.5. Financial Statements: 4.5.1. The financial statements shall be as mentioned in paragraph 3.3.2 of Chapter 3 of this master circular and shall be prepared in the manner specified in paragraph 3.3.3 of Chapter 3 of this master circular, with the exceptions and modifications as mentioned below: a) Paragraph 6(D)(I)(a) to 6(D)(I)(d), Paragraph 6(D)(I)(i), Paragraph 6(D)(I)(k) and Paragraph 6(D)(I)(I) of 'General Instructions for Preparat....
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....de on the basis of the financial statements. For determining materiality, the REIT shall be guided by paragraph 3.3.8 of Chapter 3 of this master circular. 4.5.7.In cases of any sale/divestment of any holding(s)/investment(s) in underlying SPV(s)/HoldCo(s) or any sale of real estate asset(s) by the REIT, the profit/loss on such transactions should be shown on a gross basis. 4.6. Additional disclosures while submission of financial information The following disclosures shall be included in the half yearly and annual report of the REIT unless otherwise specified. Further, the below mentioned disclosures shall also be subjected to audit / limited review if applicable: 4.6.1. Manager Fees: a) A REIT shall disclose details of fees paid to the manager. Further, explanations and justification for the fees paid to the manager, including details about methodology for computation of the fees shall also be provided. b) A REIT shall further confirm whether there has been any material change (materiality to be judged and determined by trustees in light of various pertinent factors including but not restricted to the size of REIT, amount of change, prevailing circumstances, etc.) i....
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....of this master circular. 4.6.5. Statement of Net Borrowings Ratio a) The 'Statement of Net Borrowings Ratio' shall be disclosed as part of financial results, in half-yearly report and annual report of the REIT. b) The REIT shall disclose the 'Statement of Net Borrowings Ratio', in the following format: S. No. Particulars Amount A. Borrowings [Refer Notes 1 & 2] XX B. Deferred Payments [Refer Notes 1 & 3] XX C. Cash and Cash Equivalents [Refer Notes 1 & 3] XX D. Aggregate Borrowings and Deferred Payments net of Cash and Cash Equivalents (A+B-C) XX E. Value of REIT assets [Refer Notes 3 & 4] XX F. Net Borrowings Ratio (D/E) XX Notes: 1. This statement shall be prepared on the basis of consolidated financial statements of the REIT. 2. The breakup of borrowings amount shall be given as pertaining to the REIT, each SPV and each HoldCo in notes to the 'Statement of Net Borrowings Ratio'. Further, the type of each borrowing shall be given as part of the breakup such as Term Loan from ABC Bank / Financial Institution, Non-Convertible Debentures, etc. Furthermore, in case of borrowing from Bank / NBFC / Financial Institution / any oth....
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....it unaudited financial information, it shall be subject to limited review and shall be accompanied with limited review report; b) in case the REIT opts to submit audited financial information, it shall be accompanied with audit report. 4.8.3. 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. 4.8.4. The REIT shall ensure that, for the purpose of quarterly and year to date consolidated financial information, hundred percent of each of the consolidated revenue, assets and profits, respectively, shall be subjected to audit in case of audited results, or shall be subjected to limited review in case of unaudited results. 4.8.5.In case the financial information is audited, it shall comply with all the requirements specified in paragraph 3.5 of Chapter 3 of this master circular, to the extent applicable, and the audit report shall contain disclosures stated therein. In addition to th....
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....ing 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: ● One day prior to listing of units on the stock exchanges; ● 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 format: Cate gory Category of Unit holder No. of Units Held As a % of Total Outstanding Units No. of units mandatorily held 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 ....
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.... (b) Individuals (c) NBFCs registered with RBI (d) Any Other (specify) Sub- Total (B) (2) Total Public Unit holding (B) = (B)(1)+(B)(2 ) Total Units Outstanding (C) = (A) + (B) 4.14.Review of Credit Rating: 4.14.1.Every credit rating, wherever required to be obtained by a REIT as per Regulation 20 (2) of the REIT Regulations, shall be reviewed once a year, by the registered credit rating agency. 4.14.2. The credit rating review shall be completed annually within 30 days from the end of the financial year. Further, immediately upon completion of the credit rating review exercise and upon the receipt of the credit rating report, an intimation along with all pertinent information should be made to the Stock Exchanges. 4.15.Website of REIT: 4.15.1.A REIT shall maintain a functional website wherein the contents of the said website should ....
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....ement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; b) Statement indicating category wise variation, if any, between projected utilization of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilization of funds. 4.17.2. The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. Such statement(s) shall also be placed before the Trustee and the Board of Directors/Governing Body of the Manager for review. Pursuant to such review, the statement shall be submitted to the stock exchange(s). Such submission to the Stock Exchange(s) shall be made along with the submission of financial results. REIT shall furnish an explanation for the aforementioned variation in its Annual report. 4.17.3.REIT shall prepare an annual statement of funds utilized for purposes other than those stated in the offer document or explanatory statement to the no....