TaxTMI 
TaxTMI 
TaxTMI 
Master Circular for Real Estate Investment Trusts (REITs)
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....ular shall stand superseded with the issuance of this Master Circular.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 anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or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 any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circular; 3.3. the previous operation of the superseded circular....
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....cumbrance on units of REITs 111 Chapter 13. Manner and mechanism of providing exit option to dissenting unit holders. 113 Chapter 14. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for public offers by REITs 125 Chapter 15. Format for Annual Secretarial Compliance Report for REITs 126 Chapter 16. Format of Compliance report on Governance for REITs 127 Chapter 17. Manner of achieving minimum public unitholding - REITs 128 Chapter 18. Board nomination rights to unitholders of REITs 133 Chapter 19. Procedural framework for dealing with unclaimed amounts lying with REITs and manner of claiming such amounts by unitholders 142 Chapter 20. Format of Quarterly Report and Compliance Certificate 144. 144 Chapter 21 Investor Charter and Disclosure of Investor Complaints by REITs 145 Annexures Annexure - 1 147 Annexure - 2 152 Annexure - 3 155 Annexure - 4 156 Annexure - 5 158 Annexure - 6 162 Annexure - 7 166 Annexure - 8 167 Annexure - 9 169 Annexure - 10 175 Annexure - 11 177 Annexure - 12 182 ....
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.... of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band. c) 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. 2.2.3. The lead merchant bankers shall submit the following to the Board along with the draft offer document: a) a certificate, confirming that an agreement has been entered into between the Manager on behalf of the REIT and the lead merchant bankers; b) a due diligence certificate as per Form A of Annexure - 1. 2.2.4. The draft offer document shall be hosted on the websites as specified under Regulation 14(5) of the REIT Regulations and the period of hosting on the website for comments, if any, shall be at least twenty-one days. The lead merchant banker shall file a statement with the Board giving information of the comments received by them or the REIT or the parties to the REIT on the draft offer docum....
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....size. d) Any increase or decrease in estimated issue size by more than twenty five percent. 2.2.9. All other changes/ updations in the draft offer document or offer document which are not covered under clause 2.2.8 above shall be carried out by the lead merchant banker and offer document with updated details shall be filed with the Board without fees. 2.2.10. The manager shall, after filing the offer document with the Board, make a pre- issue advertisement on the website of the sponsor, manager and stock exchanges. 2.2.11. The manager may also issue such pre-issue advertisement in any newspaper and on the website of the REIT, if applicable. 2.3. Allocation in public issue 2.3.1. In an issue made through the book building process or otherwise, the allocation in the public issue shall be as follows: a) not more than 75% to Institutional Investors b) not less than 25% to other investors [Explanation: Institutional investors is as defined under Regulation 2(1)(y) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.]^[3] 2.3.2. Manager of the REIT in consultation with merchant banker....
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.... the merchant banker(s). 2.4. Application and Abridged version of the offer document. 2.4.1. The application form and the abridged version of the offer document as stated in Regulation 14(13) of the REIT Regulations for the issue shall be prepared by the merchant banker(s). 2.4.2. The merchant banker(s) shall make arrangements for distribution of the application form along with a copy of the abridged version of the offer document. 2.4.3. The abridged version of the offer document shall contain the disclosures as specified in Annexure - 3 and shall not contain any matter extraneous to the contents of the offer document. 2.4.4. No person shall make an application in the public issue for that number of units which exceeds the number of units offered to public. 2.5. Security Deposit 2.5.1. The Manager on behalf of the REIT shall deposit, before the opening of subscription, and keep deposited with the stock exchange(s), an amount calculated at the rate of 0.5% of the amount of units offered for subscription to the public or Rs 5 crore, whichever is lower. 2.5.2. The manner of deposit/refund/release/forfeiture of such depos....
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....fer) 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. 2.8.4. The announcement referred to in clause 2.8.3 above shall contain relevant financial ratios computed for both upper and lower end of the price band and also a statement drawing attention of the investors to the section titled "basis of issue price" in the offer document. 2.8.5. The floor price or price band and the relevant financial ratios referred to in clause 2.8.4 shall be disclosed on the websites of those stock exchanges where the units are proposed to be listed. 2.8.6. The floor price or price band shall be pre-filled 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. ....
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....hrough the UPI mechanism in this case. 2.9.4. New entities / mechanisms part of the public issue process using UPI a) National Payments Corporation of India (NPCI): NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks Association (IBA). b) 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. c) 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. 2.9.5. Validation by Stock Exchanges and Depositories The details of investor viz. PAN, DP ID / Client ID, entered....
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.... can be modified but not BOTH), Bank code and Location code in the bid details already uploaded on a daily basis upto timeline as has been specified. iv. The stock exchanges shall develop the systems to facilitate the investors to view the status of their public issue applications on their websites and sending the details of applications and allotments through SMS and E- mail alerts to the investors.]^[12] v. [The stock exchanges shall be responsible for accurate, timely and secured transmission of the electronic application file uploaded by all participants on the online platform, to the registrar. vi. The stock exchanges shall be responsible for disseminating the issue information on Exchange web site on a periodic basis across all categories. vii. The stock exchanges shall update demand data on working days on their websites which shall include all the UPI (accepted/pending) and ASBA bids; 'Working day' for this purpose shall be the working day of the Stock Exchange on which units of REIT are proposed to be listed. d) Intermediaries i. The Intermediaries shall be responsible for addressing any investor grievances aris....
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....ls shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes. 2.9.11. The manager on behalf of the REIT may decide to close the bidding by institutional investors one day prior to the closure of the issue subject to the condition that bidding shall be kept open for a minimum of three days for all categories of applicants and suitable disclosures made in the draft offer document and offer document. 2.9.12. No investor shall either withdraw or lower the size of bids at any stage. 2.9.13. The identity of Institutional Investors except anchor investors making the bidding shall not be made public. 2.9.14. The stock exchanges shall continue to display on their website, the data pertaining to book built issues in a uniform format, inter alia giving category-wise details of bids received, for a period of atleast three days after closure of bids. 2.10. Allotment procedure and basis of allotment. 2.10.1. On receipt of the sum payable on application, the manager on behalf of the REIT shall allot the units to the applicants. 2.10.2. The allotment of units to applicants ....
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...., allotment details and demat credit and refund details for the purpose of listing permission. b) SCSBs to send confirmation of funds blocked (final certificate) to the RTA by end of the day. c) RTA shall reconcile the compiled data received from the stock exchange(s) and all SCSBs. d) RTA to undertake "Technical Rejection" test based on electronic bid details and prepare list of technical rejection cases. e) Transfer of shares from Sponsor Demat a/c to Trust Demat account T+2 4 a) Finalization of technical rejection and minutes of the meeting between manager on behalf of REIT, merchant banker, RTA. b) The allotment in the public issue of units to applicants other than anchor investors and strategic investors shall be on proportionate basis. c) RTA shall finalise the basis of allotment and submit it to the designated stock exchange for approval. d) Designated stock exchange to approve the basis of allotment. e) RTA to prepare funds transfer schedule based on approved basis of allotment. f) RTA and merchant banker to issue funds transfer instructions to SCSBs. g) Sponsor shall transfer its entire shareholding or interest or rights in the holdCo....
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....e. b) final post issue report as specified in Part B of Annexure - 2, within fifteen days of the date of finalization of basis of allotment or within fifteen days of refund of money in case of failure of issue. 2.13.2. The lead merchant banker shall submit a due diligence certificate along with the final post issue report as per Form D of Annexure - 1. 2.14. Public communications, publicity materials, advertisements and research reports. 2.14.1. Any public communication including advertisement, publicity material, research reports, etc. concerned with the issue shall not contain any matter extraneous to the contents of the offer document. Explanation: Public communication includes but not limited to corporate, project and issue advertisements 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 develop....
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....n shall be issued giving any impression that the issue has been fully subscribed or oversubscribed during the period the issue is open for subscription. 2.14.6. No such public communication shall contain any offer of incentives, whether direct or indirect, in any manner, whether 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 11 of 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 b....
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....onnected 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 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 issued thereunder. 2.16.5. General obligations of Merchant Bankers a) The merchant bankers shall exercise due diligence and satisfy himself about all the aspects of the issue including the veracity and adequacy of disclosure in the offer documents. b) The merchant bankers shall call upo....
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....-five percent of the total outstanding units of the REIT on post issue basis. 2.17.7. The provisions of Regulation 15 of the REIT Regulations shall be applicable for follow-on offer document and advertisements in relation to a follow-on offer. 2.17.8. Allotment and Listing of units: The timelines for allotment and listing of units of REIT shall be as per the timelines specified in case of initial public offer as mentioned in Chapter 2 of the Circular on Master Circular for REITs. 2.17.9. Payment of interest in case of failure to allot or list units: The provisions specified under sub-regulations (20) and (21) of Regulation 14 of REIT Regulations shall be applicable mutatis mutandis pertaining to, payment of interest in relation to a follow-on offer in case of failure to allot or list units. 2.17.10. Restriction on further issue of units: A REIT shall not undertake any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, institutional placement or otherwise, except pursuant to a unit based employee benefit scheme (if any) during the period between the date of filing of the draft follow-on offer doc....
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....has been in existence for a period lesser than the last three completed financial years, then financial statements of the REIT shall be disclosed for such financial years for which the REIT has been in existence and for the stub period (if applicable). 3.2. Nature of financial statements 3.2.1. In case of an initial offer, audited combined financial statements of the REIT shall be disclosed in the offer document. The principles for preparation of combined financial statements are discussed in Section '(G)' below. 3.2.2. In case of a follow-on offer, audited consolidated financial statements of the REIT shall be disclosed in the offer document. The separate audited financial statements of the REIT shall be disclosed on the REIT's website and the link to REIT's separate financial statements shall be specified in the offer document. 3.2.3. In case of a follow-on offer, 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 offer document but before the date of filing of the offer document, the certified proforma financial statemen....
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.... Schedule III shall not be applicable. d) Statement of Profit and Loss: The breakup of Other Income and Other Expenses shall be given in the notes clearly indicating the nature and amount of each item. Further, amount pertaining to valuation expenses, audit fees, insurance & security expenses, property maintenance/management fees, investment management fees (including fees paid to manager), trustee fee, custodian fees, registration fees, repairs and maintenance in case of real estate asset and profit/loss on sale of assets/investments shall be disclosed separately in the notes. e) Statement of Cash Flows: The Statement of Cash Flows shall be prepared under the 'indirect method' as prescribed in Indian Accounting Standard 7 - 'Statement of 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 REIT's financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for complia....
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....re 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 based on the latest accounting policy applicable 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 in accordance with the requirement of Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors. d) 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. 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 deci....
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....ffer and/or follow-on offer, the following additional information shall be provided ■ Summary of valuation report; ■ Material conditions or obligations in relation to the transaction; ■ Rate of interest, if external financing has been obtained for the transaction/acquisition; and ■ Any fees or commissions received or to be received by any associate of the related party in relation to the transaction. 3.4.5. Capitalisation statement A REIT shall disclose a Capitalisation Statement showing total debt, net worth, and the debt/equity ratios before and after the completions of issue. An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at .... As adjusted for issue (Amount) 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), a note explainin....
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....information disclosed in the offer document. However, in case of initial offer, the 'Statement of Net Assets at Fair Value' shall be provided only as on the last date of the financial information disclosed in the offer document. 3.4.8. Statement of Total Returns at Fair Value a) The line items for the 'Statement of Total Return at Fair Value', shall, at minimum, include the following: Particulars Amount Total Comprehensive Income (As per the Statement of Profit and loss) XXXX Add/Less: Other Changes in Fair Value (e.g., in investment property, property, plant & equipment (if cost model is followed)) not recognized in Total Comprehensive Income XXXX Total Return XXXX b) In case of follow-on offer, the 'Statement of Total Returns at Fair Value' shall be provided for the period of the financial information disclosed in the offer document. However, in case of initial offer, the 'Statement of Total Returns at Fair Value' shall be 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 th....
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....tement of profit and loss gives a true and fair view of the REIT's profits or losses for the years/periods ended at the balance sheet dates; iii. the statement of cash flow gives a true and fair view of the cash movements of the REIT for the years/periods ended at the balance sheet dates; and iv. the statement of changes in unit holders' equity gives a true and fair view of the movement of the unit holders funds for the years/periods ended at the balance sheet dates; (B) Projections of REIT's Revenues and Operating Cash flows 3.6. The offer document shall contain disclosures of the projections of income and operating cash flows of the REIT including related assumptions, project-wise, for the next three financial years and for the current financial year (i.e. the financial year in which the offer document is filed with the Board). For the current financial year, the breakup of amount shall be given in the notes to projections as (a) Actual, and (b) Projection. 3.7. In case of initial offer, the projections shall be disclosed for REIT assets/projects that are proposed to be owned by the REIT prior to the allotment of units in the pub....
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....et • The analysis shall discuss impact of such acquisition/disposal on the yield of the units of REIT ■ An analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter alia, containing the following: • unusual or infrequent events or transaction; • significant economic changes that materially affected or are likely to affect income from continuing operations; • known trends or uncertainties that have had or are expected to have a material adverse impact on revenues from continuing operations; • future changes in relationship between costs and revenues, in case of events such as future increase in operating costs that will cause a material change are known; • 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 in the offer document 3.13. Working Capital ....
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....anies (Indian Accounting Standards) Rules, 2015 at any time during the period of last three years, then the financial information for the last three years shall be disclosed on the following basis: a) If the concerned entity is following or is required to follow Companies (Indian Accounting Standards) Rules, 2015 for the latest two years (for the latest three years including comparatives of the first year of adoption) out of last three completed years, then the financial information for all the three years shall be prepared as per Companies (Indian Accounting Standards) Rules, 2015. b) If the concerned entity is following or is required to follow 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, 2021. For example, if financial information of Manager/Spon....
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....€¢ Proceeds reinvested or planned to be reinvested as per Regulation 18(16)(d) of REIT Regulations or any other relevant provisions of the REIT Regulations (+) Proceeds from sale of real estate investments, real estate assets or sale of shares of SPVs or Investment Entity not distributed pursuant to an earlier plan to re-invest as per Regulation 18(16)(d) of REIT Regulations or any other relevant provisions of the REIT Regulations, if such proceeds are not intended to be invested subsequently (-) Finance cost on Borrowings as per Profit and Loss Account excluding finance cost on any shareholder debt/loan from trust. The amortization of any transaction costs can be excluded provided such transaction costs have already been deducted while computing NDCF of previous period when such transaction costs were paid (-) Debt repayment (to include principal repayments as per scheduled EMI's except if refinanced through new debt including overdraft facilities and to exclude any debt repayments / debt refinanced through new debt, in any form or equity raise as well as repayment of any shareholder debt / loan from Trust) (-) any reserve required to be created under the terms....
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.... (+) Proceeds from sale of real estate investments, real estate assets or sale of shares of SPVs/ Hold cos or Investment Entity not distributed pursuant to an earlier plan to re-invest as per Regulation 18(16)(d) of REIT Regulations or any other relevant provisions of the REIT Regulations, if such proceeds are not intended to be invested subsequently (-) Finance cost on Borrowings as per Profit and Loss Account. However, amortization of any transaction costs can be excluded provided such transaction costs have already been deducted while computing NDCF of previous period when such transaction costs were paid (-) Debt repayment at Trust level (to include principal repayments as per scheduled EMI's except if refinanced through new debt including overdraft facilities and to exclude any debt repayments / debt refinanced through new debt in any form or funds raised through issuance of units) (-) any reserve required to be created under the terms of, or pursuant to the obligations arising in accordance with, any: (i). loan agreement entered with financial institution, or (ii). terms and conditions, covenants or any other stipulations applicable to debt s....
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....that can be retained by Trust 16.5 6.5 4. Surplus cash available in REITs/HoldCos/SPVs due to: (i) 10% of NDCF withheld in line with the Regulations in any earlier year or half year or (ii) Such surplus being available in a new HoldCo/SPV on acquisition of such HoldCo/SPV by REIT or (iii) Any other reason, excluding if such surplus cash is available due to any debt raise could be considered for distribution by the HoldCo/SPV to the REIT/HoldCo, or by the REIT to its Unitholders in part or in full. Also, such distribution of surplus funds shall be separately disclosed after the NDCF computation for the respective period. Provided that with regard to the point 4(ii) above, if an acquisition of such SPV was funded by external debt, then surplus cash available with such SPV should first be used to repay such external debt. After such debt repayment, remaining surplus, if any, can be used for distribution. 5. Similarly, any restricted cash (disclosed as such) should not be considered for NDCF computation by the SPV or REIT (e.g. unspent CSR balance for any year deposited in a separate account as per Companies Act which....
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....he extent such debt is refinanced at the Trust level and such proceeds from refinancing have been transferred by the Trust to the HoldCo/SPV for such debt repayment. 11. Manager of the REIT is required to ensure the following while making distributions: (a) The period of making distribution should be followed consistently whether on a half-yearly/quarterly/monthly basis and the same should be part of distribution policy of the REIT which should be disclosed in the offer document, annual report and the website of REIT. (b) The distribution policy should prescribe the frequency of the distribution. Further, for each distribution, it should be ensured that cash flows from all assets, whether held by REIT or any of the underlying SPVs or HoldCos, are being distributed together. (c) The first distribution (whether monthly/quarterly/half-yearly, etc.) out of the NDCF computed for a financial year (or period thereof) should be minimum 90% / 95% / 100% as mandated in the REIT Regulations. Thereafter, minimum distribution requirement should be met on a cumulative basis for the subsequent distributions out of the NDCF for such financial year. ....
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....y 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 associates or its group entities), then such assets shall be reflected in the Combined Financial Statements for such pre-holding period as well. v. If there are any assets for which the financial information is considered for a period lesser than three years and the additional stub period, if any, then such fact shall be clearly disclosed in the offer document, along with all pertinent details. vi. Assumptions made in preparation of the Combined Financial Statements shall be disclosed in 'Basis of Preparation' of such statements. vii. The basis of preparation shall also explain the principles of combination and elimination of transactions amongst entities that are included in the Combined Financial Statements. 3.21. In addition to the principles listed at paragraph 3.20 above, the REIT/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 ....
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....ment, 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 Institute of Chartered Accountants of India (ICAI) appointed by the manager on behalf of the REIT. 3.28. If the proceeds of issue are to be used for acquisition of one or more businesses or entities, the REIT may voluntarily provide proforma financial statements to disclose the impact of such acquisition, for such financial periods as determined by the manager, provided such proforma financial statements are prepared in accordance with any guidance note, standard on assurance engagement or guidelines issued by the ICAI from time to time and certified by the statutory auditor of the REIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI and who are appointed by the manager on behalf of the REIT. (I) Additional requirements in case of follow-on offer 3.29. The follow-on offer document shall contain disclosures specified under Schedule III of the REI....
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....d 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 information contained in the follow-on offer document and the particulars as per audited financial statements are not more than six months old from the issue opening date. Provided that REITs which are in compliance with the REIT Regulations and circulars issued thereunder may file unaudited financial statements with limited review for the stub period, subject to making necessary disclosures in this regard including risk factors. Chapter 4. Continuous Disclosures and Compliances by REITs^[21] Disclosure of Financial information to Stock Exchanges (A) Financial Information of REIT: While disclosing its financial information to the Stock Exchanges, a REIT shall comply with the following: 4.1. Frequency and Time period for disclosures: 4.1.1. The REIT shall ....
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....tioned 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)** (Audited/Unaudited)** (Audited/Unaudited) ** (Audited/Unaudited) ** (Audited/Unaudited) ** (Audited) * in dd/mm/yyyy format ** specify whether figures are audited or unaudited c) The segment information shall be included as part of the financial results and prepared in accordance with Indian Accounting Standard 34 on 'Interim Financial Reporting' in the same format as mentioned in paragraph 4.2.2 b) above. Provided that segment information disclosed in annual financial statements shall be in accordance wit....
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....ted) 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 ** specify whether figures are audited or unaudited 4.2.8. Statement of NDCFs a) The Statement of NDCF, as mentioned in paragraph 4.1.4 and 4.1.6 above, shall be prepared for the REIT as well as for all the underlying HoldCos and SPVs in accordance with the framework for calculation of NDCF provided in Section (F) of Chapter 3 of this master circular.....
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....e 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 Preparation of Balance Sheet' under Part I of Division Il of Schedule III shall not be applicable. Instead for Unit Capital, the following shall be disclosed: (i) the number and amount of units issued; (ii) a reconciliation of the numb....
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....ster 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.) in the fees paid to the manager compared to the previous reporting period. If yes, detailed reasons a....
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....ed in paragraph 3.4 of Chapter 3 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, ....
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....ort. 4.8.2. The financial information, other than annual financial information, submitted to the stock exchanges may be either audited or unaudited subject to the following: a) in case the REIT opts to submit 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 cas....
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....y preceding a financial year, or where the REIT had been in existence for a period of less than eight years, in respect of all the preceding years. (D) 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: ■ 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 o....
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.... (e) Insurance Companies (f) Provident/pension funds (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)....
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....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. 4.16.4. The Trustee and the Board of Directors/Governing Body of the Manager shall ensure that all investor complaints are redressed by the Manager in timely manner. Further, the statement as specified in paragraph 4.16.3 above shall be placed, on a quarterly basis, before the Board of Directors/Governing Body of the Manager and the Trustee for review. 4.17. Statement of deviation(s) or variation(s) 4.17.1. The REIT shall submit to the recognized stock exchange(s), where its units are listed, the following statement(s) on a quarterly basis for any public issue, rights issue, preferential issue, etc .: a) Statement 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 appl....
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....closed on consolidated basis as part of financial results, in half yearly report and annual report of the REIT- i. debt-equity ratio ii. debt service coverage ratio iii. interest service coverage ratio iv. asset cover available v. total debts to total assets vi. net worth i.e. unitholders funds vii. distribution per unit viii. net operating income ix. net profit margin percent x. current ratio b) Name of lenders in case of borrowings from Bank / NBFC / Financial Institution / any other lender, for all REIT assets in the annual report. 4.18.3. 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. Chapter 5. Participation by Strategic Investor(s) in REITs^[22] 5.1. The operational modalities, for the participation by the strategic investors in REITs shall be as under: 5.1.1. A REIT, if chooses to invite subscriptions from the strategic investors shall under....
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....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 Registrar of Companies in terms of the NCS Regulations, shall not apply to REITs for issuance of debt securities unless specifically provided in this chapter. 6.1.3. All other provisions of NCS Regulations shall apply to REITs subject to there being no conflict with REIT Regulations or circulars issued thereunder. In case of conflict, provisions of REIT Regulations or circulars issued thereunder shall prevail over NCS Regulations. 6.2. For the issuance of debt securities REITs shall appoint one or more debenture trustee registered with SEBI under Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993. Provided that a trustee to the REIT shall not be eligible to be appointed as debenture trustee to such issue of debt securities. 6.3. Any secured debt securities issued by REITs shall be secured by the creation of a charge on the assets of the REIT or holdco or SPV, having a value which is sufficient for the repayment of the amount of such debt securities and interest thereon....
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....onferencing or other Audio Visual means ensures maximum participation of the unit holders in the decision- making process, irrespective of their geographical location, and delivers collaborative in-person experience at their convenience. 9.3. The Manager of the REIT are allowed to conduct meetings of unit holders through Video Conferencing or Other Audio Visual Means. While conducting meetings of unit holders through Video Conferencing or Other Audio Visual Means, the Manager of the REIT is required to adopt the following procedures in addition to any other requirement specified under the SEBI (Real Estate Investment Trusts) Regulations, 2014 and circulars issued thereunder: (a) The recorded transcript of the meeting held through Video Conferencing or Other Audio Visual means shall be maintained in safe custody of the Manager of the REIT and shall also be uploaded by the Manager of the REIT on the website of the REIT as soon as possible after the conclusion of the meeting. (b) Convenience of different persons positioned in different time zones shall be kept in mind by the Manager of the REIT before scheduling the meeting. (c) All care must be taken to ....
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..... (ii) The date and time of the meeting through Video Conferencing or Other Audio Visual means. (iii) Availability of notice of the meeting on website of the REIT and stock exchanges. (iv) The manner in which unit holders who have not registered their e-mail address with REIT or depositories can cast their vote through remote e- voting or through the e-voting system during the meeting. (v) The manner in which the unit holders who have not registered 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. (I) 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, i....
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....ted 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 provisions of the REIT Regulations or circulars issued thereunder. 10.3.5.[Post allotment, the REIT shall make an application for listing of the units to the stock exchange(s) and the units shall be listed within two working days from the date of....
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....ch 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. the 90 trading days' volume weighted average price of the related units quoted on the recognised stock exchange preceding the relevant date; or ii. the 10 trading days' volume weighted average prices of the related units quoted on a recognised stock exchange preceding the relevant date 10.5.2. A preferential issue of units to "institutional investors" not exceeding five in number, shall be made at a price not less than the 10 trading days' volume weighted average prices of the related units quoted on a recognised stock exchange preceding the relevant date. Explanation: a) "Relevant date" for the purpose of clauses related to preferential issue of units shall be the date thirty days prior to the date on which the meeting of unitholders is held to consider the preferential issue. ....
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.... 10.6.4.[The lock-in requirement mentioned at paragraph 10.6.2. and 10.6.3. above shall not be applicable in case of units allotted to an employee benefit trust for the purpose of a unit based employee benefit scheme in compliance with Chapter IVA of the REIT Regulations.]^[33] 10.6.5.[Units allotted under a preferential issue to a sponsor or its sponsor group entities which are subject to lock-in, may be transferred among such sponsor or its sponsor group entities, subject to the condition that the lock-in on such units shall continue for the remaining period with the transferee and such transferee shall not be eligible to transfer such units till the expiry of the lock- in period originally applicable to such units. Explanation: In case of an REIT with multiple sponsors, locked-in units held by a sponsor or its sponsor group entities shall be permitted to be transferred only within such sponsor or its own sponsor group entities and not to any other sponsor or their sponsor group entities. Provided further that in the event of a change in sponsor, the locked-in units held by the outgoing sponsor or its sponsor group entities may be transferred to th....
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....t 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 placement document along with any other document required by the stock ....
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....fault 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 conditions a. at least ninety percent of the issue size has been subscribed b. objects of the issue is acquisition of assets from that sponsor c. units allotted to sponsor shall be locked in as per clause 10.6 above d. unitholders approval shall be taken for unsubscribed portion being allotted to sponsor]^[38] Chapter 11. Guidelines for rights issue of units by a listed REIT^[39] 11.1. Conditions for issuance 11.1.1. No REIT shall make a rights issue of units unless the following conditions are satisfied: a) A resolution of the board of directors of the manager approving the rights issue o....
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....d Letter of Offer 11.3.1. The manager, on behalf of the REIT shall file a draft letter of offer with the Board through the lead merchant banker along with filing fees as specified in Schedule II of REIT Regulations. 11.3.2. The lead merchant banker shall submit the following to the Board along with the draft letter of offer: a) a certificate, confirming that an agreement has been entered into between the manager on behalf of the REIT and the merchant bankers; b) a due diligence certificate along the lines of Form A of Annexure - 1. 11.3.3. The manager, on behalf of the REIT shall also file the draft letter of offer with the stock exchange(s) where the units of the REIT are listed and further make it public by posting the same on the website of the stock exchange(s) for seeking public comments for a period of seven working days from the date of filing the draft letter of offer. 11.3.4. The draft letter of offer shall also be displayed on the website of the REIT and the merchant bankers. 11.3.5. The manager shall, after filing the draft letter of offer and letter of offer with the Board, make appropriate advertis....
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....lication form. 11.5. Pricing of Units 11.5.1. The manager on behalf of the REIT, in consultation with the lead merchant banker(s), shall decide the issue price before determining the record date. 11.5.2. The issue price shall be disclosed in the letter of offer filed with the Board and the stock exchange(s). 11.6. Timelines 11.6.1. The manager, on behalf of the REIT, shall announce the record date to stock exchange(s) at least three working days (excluding the date of intimation and the record date) prior to the record date. The REIT shall not withdraw its rights issue after announcement of the record date. Provided that in case the REIT withdraws the rights issue after announcing the record date, it shall not be eligible to make an application for listing of any of its units on any stock exchange for a period of twelve months from the record date. 11.6.2. The rights issue shall open within three months from the record date. 11.6.3. The rights issue shall be kept open for at least three working days but not more than fifteen working days. 11.7. Manner of issuance of units 11.7.1. Any issuance of units under these guidel....
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....the purpose of making allotment in minimum even lots. 11.8.5. Allotment shall be made in the following manner: a) 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. b) allotment to eligible unitholders who having applied for the units in full to the extent of their rights entitlement and have also applied for additional units shall be made as far as possible on an equitable basis, having due regard to the number of units held by them on the record date, provided there is an under-subscribed portion after making allotment in (a) above. c) allotment to the renouncees, who having applied for the units renounced in their favour and also applied for additional units, provided there is an under-subscribed portion after making full allotment specified in (a) and (b) above. The allotment of such additional units may be made on a proportionate basis. d) Allotment to sponsor(s), their associates and members of sponsor group, who are ....
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....the end of the quarter immediately preceding the month of the record date; 11.11.6. no show-cause notices have been issued or prosecution proceedings have been initiated by the Board and pending against the REIT, parties to the REIT or their respective promoters or partners or directors as on the record date; 11.11.7. the REIT, parties to the REIT or their respective promoters or partners or directors has not settled any alleged violation of securities laws through the consent or settlement mechanism with the Board during three years immediately preceding the record date; 11.11.8. units of the REIT have not been suspended from trading as a disciplinary measure during last three years immediately preceding the record date; 11.11.9. no regulatory action has been imposed on the REIT in the three years preceding the year in which rights issue is proposed; 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 RE....
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....r REIT Regulations: Provided that this condition shall not be applicable in case the person invoking such encumbrance is already a member of sponsor group. b) The re-designated sponsor shall fulfil the obligations specified for sponsor 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 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. Chapter 13. Manner and mechanism of providing exit option to dissenting unit holders^[43] 13.1. Definitions: For the purpose of this chapter: ....
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....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 also include- i) trusts of which such person or his immediate relative is a trustee; ii) partnership firm in which such person or his immediate relative is a partner; and iii) members of Hindu undivided families of which such person is a coparcener 13.1.3. "Cut-off date" means a date not more than three working days before the date of meeting for determining the eligibility to vote; 13.1.4. "Dissenting unit holders" means unit holders as on the cut-off date who have not voted in favour of the resolution proposed in terms of Regulation 22(6A) or Regulation 22(8) of the REIT Regulations, irrespecti....
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....ions of the REIT Regulations and circulars issued thereunder. 13.4.4. Dissenting Unit holders who are unitholders on the cut-off date for the purpose of voting shall be eligible to avail the exit option/offer only in respect of such number of units held by such Dissenting Unitholders on the cut-off date. 13.4.5. A summary of activities pertaining to exit option/offer is indicated below along with the prescribed timelines: Activity Description Timelines Acquirer shall give notice to the Manager for the purpose of obtaining approval of the unit holders under Regulation 22(6A) or Regulation 22(8) of REIT Regulations. 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. On receipt of notice, Manager shall intimate to stock exchange(s) Immediately but not later than twenty four hours from the receipt of such notice Manager shall convene a meeting of unit holders for voting Voting to be completed not later than three working days from the cut-off date and within twenty one days from the date of receipt of notice from the acqu....
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....o working days from the date of payment of consideration 13.4.6. [However, in case an acquisition described under Regulation 22(6A) or change in sponsor or change in control of sponsor or inducted sponsor under Regulation 22(8) of REIT Regulations is triggered pursuant to an open offer under the provisions of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, the summary of activities pertaining to exit option/offer is indicated below along with the prescribed timelines: Activity Description Timelines Acquirer to give first notice to Manager regarding acquisition which triggers the provision of Regulation 22(6A) or Regulation 22(8) of REIT Regulations. Along with Public Announcement made for the acquisition in terms of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 On receipt of notice, Manager shall intimate to stock exchange(s) Immediately but not later than twenty four hours from the receipt of such notice Acquirer shall give second notice to the Manager for the purpose of obtaining approval of the unit holders under Regulation 22(6A) or Regulation 22(8) of REIT Reulations. The acquirer shall also co....
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....ast date of the tendering period Lead Manager shall submit a report to Manager that the payment has been duly made to all the dissenting unit holders whose units have been accepted in the exit option. Based on the information received from Lead Manager, Manager shall update aggregate number of units tendered, accepted, payment of the consideration and the post- exit option unit holding pattern of the REIT with stock exchange(s). Within two working days from the date of payment of consideration]^[45] 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. 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. ii. For such part of the escrow account as is in the form of a cash deposit with a scheduled commercial bank, the acquirer shal....
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....e 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 price higher than the exit option price, the Acquirer and persons acting in concert shall pay the difference between the highest acquisition price and the exit option price, to all the unit holders whose units were accepted in the exit option/offer, within sixty days from the date of such acquisition: Provided that this provision shall not be applicable to acquisitions under another exit option/offer under REIT Regulations or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of units of the REIT whether by way of bulk deals, block deals or in any other form. 13.5.4.[In case an acquisition described under Regulation 22(6A) o....
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.... examine the compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the practicing company secretary shall submit a report to the Manager of the REIT. (b) The format for the annual secretarial compliance report is placed at Annexure - 12. (c) The Manager of the REIT shall provide all such documents/information as may be sought by the practicing company secretary for the purpose of providing secretarial compliance report. 15.3. Reporting and Monitoring (a) The Manager of the REIT shall submit the annual secretarial compliance report in the aforesaid format to the stock exchanges within sixty days from the end of each financial year. The annual secretarial compliance report shall also be made part of annual report of the REIT. (b) The stock exchanges shall monitor the compliance of the above requirement and take appropriate action as specified by the Board from time to time. Chapter 16. Format of Compliance report on Governance for REITs^[49] 16.1. Regulation 26E of SEBI (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") requires as under: (1) The Manager....
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.... - 4. Rights issue to public unitholders Sponsor(s) / Manager 1 and their associates/related parties and Sponsor Group unitholders shall forgo their entitlement to units that may arise from such issue. 5. Bonus Issue to public unitholders Sponsor(s) 1 Manager / and their associates/related parties and Sponsor Group unitholders shall forgo their entitlement to units that may arise from such issue. 6. Allotment of units under Institutional placement 7. Sale of units held by Sponsor(s) / Manager / and their parties and Sponsor Group associates/related in the open market in any one of the following ways, subject to compliance with the conditions specified: i. Sponsor(s) / Manager / and their associates/related parties and Sponsor Group can sell up to 2% of the total paid-up unit capital of the REIT, subject to five times' capital average monthly trading volume of the units of the REIT, year till the due date for every financial minimum public unitholding requirement as per REIT Regulations (or) ii. Sponsor(s) / Manager / and their associates/related parties and Sponsor Group can sell upto a maximum of 5% of the paid-up unit c....
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....their associates/ related parties and Sponsor Group to transfer units and the purpose of such transfer; ii. the details of Sponsor(s) / Manager/ and their associates/ related parties and Sponsor Group who propose to transfer their units in the REIT; iii. total number of units and percentage of unitholding proposed to be transferred; and iv. Details of the ETF to which units are proposed to be transferred by the Sponsor(s) / Manager/ and their associates/ 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 Sponsor Group entities for the purpose of MPS compliance. 9. Any other method as may be approved by the Board on a case to case basis. 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....
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....not be applicable if the right to appoint a nominee director is available in terms of clause (e) of sub-regulation (1) of regulation 15 of the SEBI (Debenture Trustees) Regulations, 1993.]^[52] c) If the unitholding of more than one unitholder is aggregated for the purpose of qualifying as Eligible Unitholder(s) to exercise the right to nominate a Unitholder Nominee Director, then such unitholders shall not be eligible to participate in any other group of Eligible Unitholder(s). d) The Board of Directors of the Manager shall formulate and adopt a policy in relation to the qualifications and criteria for appointment and evaluation parameters of individuals nominated for Unitholder Nominee Director. The policy shall also specify remuneration / sitting fees, process of removal or resignation of Unitholder Nominee Directors and the role of the Nomination and Remuneration Committee and/or the Board of Directors in such matters. Such policy shall be made available on the website of the REIT. e) Unitholder Nominee Directors shall recuse themselves from voting on any transaction where either such director, such director's associates or the Eligible Unitholder....
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....ble Unitholder(s). (iv) The notice shall also set out the names, demat account details and unitholding of the Eligible Unitholder(s). The notice shall also contain a specific acknowledgement from the Eligible Unitholder(s) that their unitholding shall be maintained at atleast ten percent of the total outstanding units of the REIT, failing which they shall lose the right to have their Unitholder Nominee Director on the Board of Directors of the Manager. (v) The eligibility of a Unitholder Nominee Director shall be confirmed by the Manager, based on the evaluation done by the Nomination and Remuneration Committee and/or the Board of Directors of the Manager in line with the policy formulated in this regard, within ten days of receipt of notice from Eligible Unitholder(s). (vi) Once the eligibility of a Unitholder Nominee Director is confirmed, the Manager shall take necessary steps to complete the appointment of such director on the Board of Directors within thirty days from the date of such confirmation. The Manager shall ensure that the appointment of the Unitholder Nominee Director is in compliance with the requirements with respect to the composition of....
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....elevant Unitholder Nominee Director nominated by such Unitholder(s) to resign / step down from the Board of Directors of the Manager forthwith and such Unitholder Nominee Director shall accordingly resign / step down from the board. 18.2.7. Change in Unitholder Nominee Director or withdrawal of nomination a) If an Eligible Unitholder or a group of Eligible Unitholders propose to withdraw their nomination for the Unitholder Nominee Director that has been appointed on the Board of Directors of the Manager, then such Eligible Unitholder(s), or their authorized representatives, shall inform the Manager and the Unitholder Nominee Director of the same, and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Manager forthwith. b) If an Eligible Unitholder or a group of Eligible Unitholders propose to change a Unitholder Nominee Director who has been appointed on the Board of Directors of the Manager, then such Eligible Unitholder(s), or their authorized representatives, shall inform the Manager of the proposed candidate in the manner set out in paragraph 18.2.3(b)(ii) to (iv) of this Chapter. The Manager shall evaluate the....
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....his circular. (i) The person should be "fit and proper" based on the criteria specified under Schedule Il of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, as amended. (ii) The person is not a willful defaulter or fraudulent borrower, or a promoter or director or person in control of a company or entity categorized as such by any bank or financial institution in accordance with the guidelines prescribed by the Reserve Bank of India. (iii) The person's name does not appear under any list of disqualified directors issued by the Ministry of Corporate Affairs and is not debarred from acting as a director or member of management by any court, regulatory or supervisory authority. (iv) The person is not debarred from accessing the capital markets by the Board or any other authority. (v) The person is not or has not been a promoter or director or person in control of any company or entity which has been debarred from accessing the capital markets by the Board or any other authority. 18.3. Reporting and Monitoring The Manager of the REIT shall, within ten days from the end of each calendar month, review w....
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....investors and making a claim to the Fund. Hence, an application for claim of entitled amounts needs to be made by a unitholder to the REIT which shall process the claim and then seek refund from the Board for the said amount. 19.7. A framework defining the procedure to be followed by an REIT for transfer of unclaimed amounts, initially to an Escrow Account and subsequently, to the IPEF and claim thereof by a unitholder, has been provided as Annexure - 14. 19.8. Further, for REITs having unclaimed amounts for less than 7 years, as on February 29, 2024, shall start computing interest, as per provisions of Part I of Annexure - 14, from March 1, 2024. For REITs which shall be holding unclaimed amounts for more than 7 years, as on February 29, 2024, shall transfer the unclaimed amounts of the unitholders to IPEF, in compliance with the provisions of Part II of Annexure - 14, on or before March 31, 2024. Chapter 20. Format of Quarterly Report and Compliance Certificate^[55] 20.1. Regulation 9(3) of the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 ("REIT Regulations") requires as under: "The trustee shall oversee activities ....
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....ime and update the same in light of any changes made in the SEBI (Real Estate Investment Trusts) Regulations, 2014 and/ or circulars issued thereunder. 21.2. Disclosure of Investor Complaints 21.2.1. In order to ensure transparency in the Investor Grievance Redressal Mechanism, all the registered REITs shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on each of the aforesaid categories separately as well as collectively, latest by 7th of succeeding month, as per the format enclosed at Annexure-16. Annexures Annexure - 1.^[57] [see Chapter 2] FORMATS OF DUE DILIGENCE CERTIFICATES FORM A FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER ALONG WITH DRAFT OFFER DOCUMENT To, Securities and Exchange Board of India Dear Sirs, Sub .: Public Issue of ................. by ................. (Name of the REIT) We, the lead merchant banker(s) to the above mentioned forthcoming issue, state and confirm as follows: (1) We have examined various documents including those relating to litigation like commercial disputes, patent disputes, disp....
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.... of the REIT specifically contains this condition. (8) We certify that the following disclosures have been made in the draft offer document: (a) An undertaking from the Manager on behalf of the REIT that at any given time, there shall be only one denomination for the units of the REIT and (b) An undertaking from the Manager on behalf of the REIT that it shall comply with such disclosure and accounting norms specified by the Board from time to time. (9) We enclose a note explaining how the process of due diligence has been exercised by us with respect to the nature of the assets, the risk factors, net worth and experience of the sponsor/ manager, experience of the key personnel, etc. (10) We enclose a checklist confirming regulation-wise compliance with the applicable provisions of the REIT Regulations, containing details such as the regulation number, its text, the status of compliance, page number of the draft offer document where the regulation has been complied with and our comments, if any. (11) We enclose a checklist confirming clause-wise compliance with the guidelines for public offer issued under the REIT Regulations. (12) We certify that pr....
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....Public issue of ................. by ................. (Name of REIT) We, the under noted post issue lead merchant bankers to the abovementioned issue state as follows: (1) We confirm that - (a) For the units offered for lock-in, non-transferability details have been informed to the depositories; (b) details of lock-in have been provided to all the stock exchanges on which units are to be listed, before the listing of the units. (2) We certify that units included as minimum sponsors and/or sponsor group contribution and the units in excess of minimum sponsors and/or sponsor group contribution have been locked-in in terms of Regulation 11 of the REIT Regulations. (3) We certify that provisions regarding lock-in of units held by persons other than sponsors have been duly complied with in accordance with REIT Regulations. Merchant Banker(s) to the Issue with Official Seal(s) Place: Date: Annexure - 2.^[58] [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 co....
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....nclose copy) : (10) Allotment Details : (a) No. of successful allottees : (b) I No. of unsuccessful allottees : (11) Actual Date(s) of completion of : (a) Allotment : (b) Refund : (c) Reasons for delay in allotment/refund, if any : (d) Whether interest paid for delayed period, if so, for which period : (12) Amount of refund due : Rs. (13) Refund Banker(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: (1) If the issue is underwritten, mention the amount of issue underwritten : (2) Extent of under subscription on the date of closure of the issue : (a) ....
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....ions to the unit holders Brief details of fee and expenses charged or chargeable to the REIT 2. Top 5 risk factors Annexure - 4.^[60] [see Chapter 4] For Financial Year (FY) _________ All complaints including SCORES complaints SCORES complaints Number of investor complaints pending at the beginning of the year. Number of investor complaints received during the year. 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 complaints including SCORES 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....
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....ent shall contain the disclosures as specified under schedule III of the REIT Regulations in the following manner: a) 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. b) 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) Objects of the issue. b) If the objects of the issue involve financing of any new asset(s), description of such asset(s) as per disclosures required under clause 6 of the Schedule III of the REIT Regulations. c) If the objects are not being financed solely through the issue proceeds, the details of other financing ....
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....he 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) 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).]^[62] 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 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 ....
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.... 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: 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 also be incorporated by reference to such disclosures. c) Link(s) to document(s) at (a) and (b) above wherever available, including on the website of the REIT, stock exchanges, shall be provided. 6. Valuation (latest available): a) Summary of valuation of the assets proposed to be financed through proceeds of the issue b) Valuation methodology. c) Frequency of valuation and declaration of NAV. d) Any disclosures made regarding valuation since the initial offer shall also be incorporated by....
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.... if any. 9. Manner of Application and Allotment: a) How to apply, availability of application forms and letter of offer and mode of payment b) Allotment and renunciation in even lots c) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement, if any, of the fractional rights etc. 10. Other disclosures: a) Unit holding pattern b) Review of credit rating c) Grievance redressal mechanism d) The disclosures in clause (a), (b) and (c) above may be incorporated by reference to any public disclosures made under the 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 decisio....
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....e 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 three years along with latest available financial statements. Latest financials should not be older than six months from the date of LoF. 1.4.2. Details of the exit option/offer, statutory approvals and detailed timelines with regard to exit option process including operational terms and conditions etc. subject to which Acquirer(s) would accept the offer. 1.4.3. Details of exit price including total amount of funds required to make the payment of consideration to unit holders, details of escrow account and bank guarantee, as the case may be. It shall also be disclosed that the lead manager has been empowered by Acquirer to realise the value of such escrow account. 1.4.4. Procedure for accepting....
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....developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information to investors to enable informed investment decision. DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY Act as Merchant Banker to IPO of REITs SERVICES PROVIDED FOR INVESTORS 1. Upload Draft Offer Document on SEBI / Stock Exchanges / Lead Managers Website. Invite public comments within 21 days therefrom 2. Upload Offer documents with issue period details on SEBI / Stock Exchanges / Lead Managers Website 3. Publish details of Anchor Investors and the allocation price on the website of the stock exchange(s), sponsor(s), manager and merchant banker(s) before opening of the issue. 4. Announce the floor price or price band and relevant financial ratios at least two working days before the opening of the bid on the website of the sponsor, manager and stock exchanges 5. Keep issue open for at least three working days but not more than thirty days. 6. May issue advertisements for issue opening and issue closing in the newspapers. 7. Publish advertisement with details of subscription, basis of allotment, date of credit of specifie....
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....tivated, as Allotment will be in dematerialized form only; 6. Ensure that the Bids are submitted at the Bidding Centres only on the Bid cum Application Forms bearing the stamp of a Designated Intermediary within the prescribed time; 7. Ensure that the bank account details are provided in the respective field and they are correct; 8. Ensure that you have correctly checked the authorization/undertaking box in the Bid cum Application Form, or have otherwise provided an authorization to the SCSB via the electronic mode for the Designated Branch to block funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of the Bid; 9. In case of application through Unified Payments Interface (UPI) based payment, ensure that you have accepted the payment mandate after entering the bid amount and number of bids, and that the application has been confirmed. 10. Ensure that the Bid cum Application Form is signed by the ASBA Account holder if the Bidder is not the ASBA Account holder; 11. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the beneficiary a....
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.... under the Indian Contract Act, 1872 (other than minors having valid depository accounts as per demographic details provided by the Depository; 14. Anchor Investors and Strategic Investors should not Bid through the ASBA process; 15. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Units or the Bid Amount) at any stage; INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN A PUBLIC ISSUE Sr. No Activity No. of calendar days 1 Investor grievance received by the lead manager T 2 Lead Manager to the offer to identify the concerned intermediary and it shall be endeavoured to forward the grievance to the concerned intermediary/ies on T day itself T+1 3 The concerned intermediary/ies to respond to the lead manager with an acceptable reply X 4 Investor may escalate the pending grievance, if any, to a senior officer of the lead manager of rank of Vice President or above T+21 5 Lead manager, the concerned intermediary/ies and the investor shall exchange between themselves additional information related to the grievance, wherever....
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....ock exchange website regarding all material developments including information corporate actions like mergers, de-mergers, splits, rights issue, bonus, dividend etc. Annexure - 10^[69] [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 S N Received from Carried forward from previous month Receive d during the month Resolved during the month* Pending at the end of month # Pending complaints > 3 month Average Resolution time^ (in days) 1 Directly from Investors 2 SEBI (SCORES) 3 Stock Exchanges (if relevant) 4 Other Sources (if any) 5 Grand Total Monthly trend for the financial year SN Month Carried forward from previous month Received during the ....
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....rough its platform, for corrections, if any. 1.6. Once the bid details are uploaded on the Stock Exchange platform, the Stock Exchange shall send an SMS to the investor on his / her mobile no. associated with the demat account regarding submission of his / her application, at the end of day, during the bidding period. For the last day of bidding, the SMS may be sent the next working day. 2. The Block process 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 UPI ID linked bank account. 2.4. The investor shall be able to view the details of the request in his UPI App and authorize the transaction. In UPI the SCSBs/ UPI Apps....
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.... which in turn would be shared with the Stock Exchange. The block request status would also be displayed on the Stock Exchange platform for information of the intermediary. 2.13. The information received from Sponsor Bank, would be shared by stock exchange with RTA in the form of a file for the purpose of reconciliation. 3. Post issue closure 3.1. Post closure of the offer, the Stock Exchange shall share the bid details with RTA. Further, the Stock Exchange shall also provide the RTA, the final file received from the Sponsor Bank, containing status of blocked funds or otherwise, along with the bank account details with respect to applications made using UPI ID. 3.2. The allotment and listing of units of REITs shall be done within T+ 6 working days. 3.3. The RTA, based on information of bidding and blocking received from the Stock Exchange, shall undertake reconciliation of the bid data and block confirmation corresponding to the bids by all investor category applications (with and without the use of UPI) and prepare the basis of allotment. 3.4. Upon approval of the basis of allotment, the RTA shall share the 'debit' file with Sponsor bank (through Stock Ex....
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....ovisions of : (i) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and (ii) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI"); The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include :- (a) Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 (b) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015; (c) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (d) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; (e) ............... (other regulations as applicable) and circulars/ guidelines issued thereunder; (Note: The aforesaid list of Regulations is only illustrative. The list of all SEBI Regulations, as may be relevant and applicable to the REIT fo....
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.... CoP No .: Place: Signature: Date: Annexure - 13^[72] [see Chapter 16] PART A Format of report on Governance to be submitted by the Manager on quarterly basis 1. Name of REIT 2. Name of the Manager 3. Quarter ending I. Composition of Board of Directors of the Manager Title (Mr. / Ms.) Name of the Director PAN^$ & DIN Category (Chairperson / Non- Independent / Independent / Nominee) ^& Initial Date of Appointment Date of Reappointment Date of Cessation Tenure* No. of directorships in all Managers/Investment Managers of REIT/InvIT and listed entities, including this Manager No of Independents directorships in all Managers /Investment Managers of REIT/InvIT and listed entities, including this Manager Number of memberships in Audit / Stakeholder Committee(s) in all Managers /Investment Managers of REIT /InvIT and listed entities, including this Manager (Refer Regulation 26A of REIT Regulations) Number of posts of Chairperson in Audit / Stakeholder Committee(s) in all Managers /Investment Managers of REIT /InvIT and listed....
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....o be filled in only for the current quarter meetings. **This information has to be mandatorily given for audit committee and risk management committee. For rest of the committees, giving this information Is optional. V. Affirmations 1. The composition of Board of Directors is in terms of SEBI (Real Estate Investment Trusts) Regulations, 2014. 2. The composition of the following committees is in terms of SEBI (Real Estate Investment Trusts) Regulations, 2014 a. Audit Committee b. Nomination & Remuneration Committee c. Stakeholders Relationship Committee d. Risk management committee 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Real Estate Investment Trusts) Regulations, 2014. 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Real Estate Investment Trusts) Regulations, 2014. 5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors of the Manager. Any comments/observations/advice of the board of directors may be mentioned here. Name & Desi....
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.... Recommendation of Board 26B(6) Composition of Audit Committee 26A Meeting of Audit Committee 26A Composition of Nomination & Remuneration Committee 26A Quorum of Nomination and Remuneration Committee meeting 26A Meeting of Nomination & Remuneration Committee 26A Composition of Stakeholder Relationship Committee 26A Meeting of Stakeholder Relationship Committee 26A Composition and role of Risk Management Committee 26A Meeting of Risk Management Committee 26A Vigil Mechanism 26C Approval for related party Transactions 19(5), 19(7), 22(5)(a) Disclosure of related party transactions 19(1) Annual Secretarial Compliance Report 26D Alternate Director to Independent Director 26A Maximum Tenure of Independent Director 26A Meeting of independent directors 26A Familiarization of independent directors 26A Declaration from Independent Director 26A Directors and Officers insurance 26....
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....he distributions declared by it. Part I - Transfer of unclaimed amounts to Escrow Account/ Unpaid Distribution Account of the REIT by the Manager: A. Obligations of the REIT: 1. [Transfer of unclaimed amount to Unpaid Distribution Account: Where a distribution has been made by the Manager within the timelines specified under Regulation 18(16)(c) of the REIT Regulations, but the payment to any unitholders has remained unpaid or unclaimed, the Manager shall, within seven working days from the date of expiry of timelines specified under Regulation 18(16)(c) of the REIT Regulations, transfer such unclaimed amounts to an Escrow Account to be opened by it on behalf of the REIT in any scheduled bank. Such account shall be termed as the 'Unpaid Distribution Account'.]^[74] 2. Interest in case of default: In case a default is made in transferring the amount referred above in paragraph (A)(1) of Part I or portion thereof to the Unpaid Distribution Account of the REIT, it shall pay, interest on the amount that has not been transferred to the said account, for the period of default i.e. from the date of default till the date of transfer to the Unpaid Distribution Account, a....
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....Interest/ Dividend/ Repayment of Capital/ Any other; 6.3. Date when amount became due (dd/mm/yyyy); 6.4. Amount (in INR) transferred to Unpaid Distribution Account (including penal interest, if any, for delay in transfer by the Manager); 6.5. Date when unclaimed amount was transferred to Unpaid Distribution Account (dd/mm/yyyy); Further, the interest, if any, in the Unpaid Distribution Account, that accrues to the unitholder in proportion to his/ her unclaimed amount, may also be disclosed by the Manager. 7. Policy for filing of claim: The Manager of the REIT shall formulate a policy specifying the process to be followed by unitholders for claiming their unclaimed amounts. Such a policy shall include the following: 7.1. the format in which claim has to be submitted by a unitholder; 7.2. the procedure and documentation for making claim, depending on whether the claim is being submitted by the unitholder - self or by the legal heir/ nominee/ etc. of the unitholder; 7.3. the documents required to be submitted in support of the claim e.g. proof of identity, proof of address, proof of holding, etc .; 7.4. manner of submission of claim by the unitholder; ....
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....ount, in the format and manner as prescribed by the Manager. Part II- Transfer of unclaimed amounts from Unpaid Distribution Account of the REIT to IPEF by the Manager: A. Obligations of the REIT: 1. Transfer of unclaimed amount: Any amount transferred to the Unpaid Distribution Account of an REIT which remains unpaid or unclaimed for a period of seven years from the due date of such transfer, shall be transferred by the Manager, along with interest accrued, if any, thereon, to the IPEF. The Manager shall make such transfer within a period of thirty days from the date of expiry of seven years. Such fund transfer shall be made in the manner prescribed vide SEBI Circular ref. no. SEBI/HO/GSD/TAD/P/CIR/2023/149 dated September 4, 2023, as amended from time to time. 2. Interest in case of default: In case a default is made in transferring the amount referred above in paragraph (A)(1) of Part II or portion thereof to the IPEF, the Manager shall be liable to a penalty of one lakh rupees and in case of continuing failure, a further penalty of five hundred rupees for each day that the failure continues, subject to a maximum of ten lakh rupees. The Manager shall not recover such....
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....application has to be submitted by the Manager for reimbursement of the amount transferred by it to the unitholder, as per prescribed format (enclosed as Form - B to this Annex), in hard copy, addressed to 'Chief General Manager, Office of Investor Assistance and Education, SEBI', as well as in soft copy, via email to [email protected]. 7. Indemnity: The amount refunded from IPEF to the REIT for the unclaimed amount paid by the REIT to the unitholder, shall discharge the Board against any future claim of such unitholder. The REIT shall indemnify the Board, against any future dispute that may arise with respect to the unclaimed amount of the unitholder, including, on account of a fraudulent claim or misrepresentation by the unitholder. However, this does not preclude the Board from taking any action for the fraud or misrepresentation in this regard. 8. Others: The provisions with regard to Designating Nodal Officer, Search facility for a unitholder on the website of the REIT, Policy for filing of claim by a unitholder and Processing of claim of a unitholder by the Manager, Maintenance of records and Update of information by the Manager, as prescribed in Part I above, sh....
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....of Nodal Officer of REIT: a. Name - b. Designation - c. Registered office address - d. Phone number - e. Email ID - II. Details of unclaimed amounts: S. No. Name of the Unitholder Last known address, contact details (email ID and phone no.) of unitholder PAN of the Unitholder DPID/ Client ID of the Unitholder (if applicable) Amount transferred from Unpaid Distribution Account to IPEF (in INR) Category of Amount (interest/ dividend/ Repayment of Capital/ Any other) Date of Payment to IPEF UTR No. IV. Any other relevant information: Signature: Name: Designation of Officer (with stamp): Place: Date: Form-B (To be submitted by the Manager of REIT along with refund application to IPEF) I. Details of the REIT: a. Name - b. PAN - c. Registered office address - d. Correspondence office address - e. Phone number - f. Email ID - g. Bank account details where refund is to be made (Bank account number, Name of Ban....
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....ct a broader and more diverse range of investors vi. To assist both investors and Industry players in capitalizing on the right opportunities in the REITs market vii. To collaborate with the REITs industry to promote sound business practices and uphold a robust code of conduct, ensuring the best interests of unitholders and investors are prioritized viii. To recommend standardized operational processes to simplify and improve investor experience and benefit the REITs industry at large. ix. To undertake national and international investor awareness programmes to educate both existing and potential investors on REITs as an asset class, enhancing public understanding of their working mechanisms. x. To protect the interest of investors and unit holders through continuous advocacy xi. To build an environment for creating a sustainable and a diversified portfolio of high-quality real estate assets, including commercial properties, developments, and specialized investments such as healthcare facilities and industrial spaces. To provide long-term value and consistent returns to investors by focusing on strategic acquisitions, efficient property management, and sustainable....
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....tion proceeds Within 5 working days from the record date 2. Pay-out of interest / redemption proceeds to security holders proceeds on maturity of a close- ended scheme As per the Debenture Trust Deed(s) / Term Sheet for the issue(ies) 3. Refund of subscription Money in case of IPO/FPO As per the Master circular of REITs Complaints/Requests Sr. no. Description of Service / Activity Time taken for providing service 1. Submission of ATR to Investors in respect of complaint received from investor through SCORES Within 21 calendar days Disclosure / Reports Sr. no. Description of Service / Activity Time taken for providing service 1. Disclosure of Credit Rating Within 1 working day of receipt of Credit Rating 2. Disclosure of Annual report Within 3 months from the end of financial year 3. Disclosure of Half-yearly report Within 45 days from the end of half year ending on Sep 30th 4. Disclosure of valuation report To be disclosed to unitholders within 15 days from receipt of valuation report. 5. Disclosure of Audited Financials Within 60 days from the end of the financial year 6. Discl....
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.... 6. DO's and DON'Ts FOR INVESTORS A. Do's for the investors i. Check registration status of the REIT on SEBI website before investing in the REIT. ii. Read all the documents related to the REITs like the final offer document, profile of the REIT and the performance data as well as distribution history as available on the website of the REIT, website of Stock Exchange(s), etc, and understand the features and the risks involved and suitability of the REIT investment to the investor's risk profile. iii. Always keep your information updated. Inform your stock-broker / depository participant whenever there is change in your address or bank details or email ID or mobile number. Since SIM cards now have the feature of getting ported to different service providers, investors may keep single mobile numbers attached with their respective accounts. (Mobile number is the key to all important transactions) iv. Read communications / notices / addendums / presentations / press releases, etc. sent via email or physical letters / or published by the REIT via website of the respective REIT, website of Stock Exchange, email, etc. v. Co....
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.... hot tips as a person who wants to offload securities which may not be marketable may be indulging in it. Disseminating hot tips is also an illegal activity which should be reported to SEBI. ix. Never share your password for online account with anyone. x. Don't fall prey to Ponzi schemes, unregistered chit funds, unregistered collective investment or unregistered deposit schemes. xi. Don't forget to strike off blank spaces in your KYC documents. xii. Don't opt for digital contracts, if you're not familiar with computers. 7. RIGHTS OF INVESTORS i. Right to receive information and details about the REIT including about its investment philosophy, and such other information as may be required under SEBI regulations to enable investors to make an informed decision about investing in a REIT, prior to making any such investment. ii. Right to timely receipt of distribution advices / interest / proceeds / refunds and evidencing a transaction as specified in the SEBI REIT Regulations, or to receive such statements on request. iii. Right to receive Annual report / half yearly report and valuation reports, ....
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....rs and the REITs: Facilitate communication between investors and the concerned IRA member in case of disputes. iii. Ensuring Timely Resolution: To monitor all complaints received on the SCORES portal assigned to IRA as a designated body, coordinate with relevant members and ensure that the complaints are resolved within the stipulated timeframe. Annexure - 16^[76] [see Chapter 21] Format for Investor Complaints Data to be displayed by REITs on their respective websites Part A: Total complaints report (including complaints received through SCORES) For the Quarter ending: All complaints including SCORES 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 Complaints pending during FY/QE __________ Less ....
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....of the month, if any. Part E: Trend of annual disposal of complaints (including complaints received through SCORES) Sr. Nos .: Year Number of complaints carried forward from previous year Number of complaints received during the year Number of complaints resolved during the year Number of complaints pending at the end of the year 1. 2019-20 2. 2020-21 3. 2021-22 4. 2022-23 5. 2023-24 6. 2024-25 Grand Total APPENDIX: LIST OF SUPERSEDED CIRCULARS Date Circular No. Subject 15/05/2024 SEBI/HO/DDHS-POD-2/P/CIR/2024/43 Master Circular for Real Estate Investment Trusts (REITs) 06/08/2024 SEBI/HO/DDHS-POD-2/P/CIR/2024/108 Amendment to Master Circular for Real Estate Investment Trusts (REITs) dated May 15, 2024 - Board nomination rights to unitholders of REITs 22/08/2024 SEBI/HO/DDHS-POD-2/P/CIR/2024/115 Amen....
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....5 [20] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated May 07, 2025 [21] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/64 dated May 07, 2025 [22] Circular No. SEBI/HO/DDHS/CIR/P/2018/10 dated January 18, 2018 [23] Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018 [24] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/ 122 dated September 22, 2022 [25] Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/75 dated May 22, 2023 [26] Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/13 dated January 12, 2023 [27] Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019 [28] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/130 dated September 28, 2022 [29] Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/184 dated September 28, 2020 [30] Circular No. SEBI/HO/DDHS/DDHS._Div3/P/CIR/2022/01 16 dated August 26, 2022 [31] Circular No. SEBI/HO/DDHS/DDHS._Div3/P/CIR/2022/0116 dated August 26, 2022 [32] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/43 dated March 28, 2025 [33] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 dated November 13, 2024 [34] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2025/43 dated March 28, 2025 [35....