TaxTMI 
TaxTMI 
Master Circular for Infrastructure Investment Trusts (InvITs)
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.... issuance. The circulars mentioned in Appendix to this Master Circular shall stand superseded with the issuance of the Master Circular. With respect to the directions or other guidance issued by SEBI, as specifically applicable to Infrastructure 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 anything done or any action taken or purported to have been done or taken under the superseded circulars, including registrations or approvals granted, fees collected, registration suspended or cancelled, any inspection or investigation or enquiry or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 any application made to SEBI under the superseded circulars, prior to such supersession, and pending before it shall be deemed to have been made under the corresponding provisions of this Master Circu....
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....s of InvlTs 108 Chapter 11. Manner and mechanism of providing exit option to dissenting unit holders 109 Chapter 12. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for public offers by InvlTs 122 Chapter 13. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for private placement of units 123 Chapter 14. Framework for conversion of Private Listed InvIT into Public InvIT 124 Chapter 15. Reduction of timelines for listing of units of privately placed Infrastructure Investment Trust (InvIT) 128 Chapter 16. Issue and listing of Commercial Paper by listed InvlTs 130 Chapter 17. Facility of conducting meetings of unit holders of InvlTs through Video Conferencing or Other Audio Visual means 131 Chapter 18. Dematerialization of securities of Hold Cos and SPVs held by Infrastructure Investment Trusts (InvlTs) 135 Chapter 19. Format for Annual Secretarial Compliance Report for InvlTs 136 Chapter 20. Format of Compliance Report on Governance for InvlTs 138 Chapter 21. Manner of achieving minimum public unitholding - InvlTs 139 Chapter 22.....
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....ne or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue. 2.1.2. Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document. 2.2. Filing of offer document 2.2.1. Draft offer document, offer document and final offer document shall mean as under: a) Draft offer document refers to the draft of the offer document filed with the Board and the stock exchanges. b) Offer document refers to the version of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band. 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 Bo....
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....ade in the draft offer document or offer document with respect to any of the following, the lead merchant banker shall file fresh draft offer document with the Board highlighting all changes made in the draft offer document or offer document, as applicable, along with the fees as specified in InvIT Regulations: a) Change in sponsor(s)/ Investment Manager or persons in control of the sponsor(s)/ Investment Manager. b) Change in more than half of the board of directors of the Investment Manager. c) Change in any object(s) of the issue contributing/amounting to more than 20% of the issue size. d) Any increase or decrease in estimated issue size by more than twenty five per cent. 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 merchant banker shall, after filing the offer document with the Board, make a pre-issue advertisement on the website of the sponsor, investment manager and stock exchanges. 2.2.1....
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....lotted to the Anchor Investor from the date of allotment in the public issue. Provided that the lock-in for strategic investors shall be one year from the date of allotment in the public issue. h) [Neither the merchant bankers(s) nor any associate of the merchant bankers, other than mutual funds sponsored by entities which are associate of the merchant bankers or insurance companies promoted by entities which are associate of the merchant bankers or pension funds of entities which are associate of the merchant bankers or Alternate Investment Funds (AIFs) sponsored by the entities which are associate of the merchant bankers or FPIs other than Category III sponsored by the entities which are associate of the merchant bankers, shall apply under the Anchor Investors category.]^[4] i) The parameters for selection of Anchor Investor shall be clearly identified by the merchant banker. 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(4)(n) of the InvIT Regulations for the issue shall be prepared by the lead merchant banker. 2.4.2.....
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....shall appoint the underwriters in accordance with SEBI (Underwriters) Regulations, 1993. 2.7.2. The merchant bankers and syndicate members shall not subscribe to the issue in any manner except for fulfilling their underwriting obligations. 2.7.3. In case of underwritten issue, the lead merchant banker or the lead book runner shall undertake minimum underwriting obligations as specified in the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. 2.8. Price and price band 2.8.1. The investment manager on behalf of the InvIT may determine the price of units in consultation with the lead merchant banker or through the book building process. 2.8.2. Differential price shall not be offered to any investor. 2.8.3. The investment manager on behalf of the InvIT shall announce the floor price or price band at least [two]^[6] working days before the opening of the bid (in case of an initial public offer) on the website of the sponsor, investment manager and stock exchanges and in all the newspapers in which the pre issue advertisement was released and website of InvIT, if applicable. 2.8.4. The announcement referr....
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.... i. An investor may submit the bid-cum-application form, with ASBA as the sole mechanism for making payment, physically at the branch of a SCSB, i.e. investor's bank. For such applications, the SCSB shall upload bid on the Stock Exchange bidding platform and block funds in investors account. ii. An investor may submit the completed bid-cum-application form to the intermediaries mentioned above along with details of his/her bank account for blocking of funds. The intermediary shall upload the bid on the Stock Exchange bidding platform and forward the application form to a branch of a SCSB for blocking of funds. iii. An investor may submit the bid-cum-application form with a SCSB or the intermediaries mentioned above and use his / her bank account linked UPI ID for the purpose of blocking of funds, if the application value is Rs.5 lac or less. The intermediary shall upload the bid on the Stock Exchange bidding platform. The application amount would be blocked through 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....
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....and process the allotment as per applicable SEBI Regulations. iii. An application without valid application amount shall be treated as invalid application by the Registrar. iv. The Registrar shall credit units to all valid allottees. v. The Registrar shall ensure refund of application amount or excess application amount in the bank account of the applicant as stated in its demat account.]^[10] c) [Stock Exchange i. Stock Exchanges to provide transparent electronic bidding facility. ii. Stock exchange(s) shall validate the electronic bid details with depository's records for DP ID, Client ID and PAN, by the end of each bidding day and bring the inconsistencies to the notice of SCSBs or intermediaries concerned, for rectification and re-submission within the time specified by stock exchange(s). iii. Stock exchange(s) shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified but not BOTH), Bank code and Location code in the bid details already uploaded on a daily basis upto timeline as has been specified. iv. The stock exchanges shall develop t....
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....g the forms to the Registrar. 2.9.7. Other requirements in public issue process a) The additional text of data fields required to be included in the Application-and-bidding-form relating to UPI is placed at Part B of Annexure - 13. b) The details of commission and processing fees payable to each intermediary and the timelines for payment shall be disclosed in the offer document. c) The Merchant Banker shall ensure that the process of additional payment mechanism through UPI is disclosed in the offer document and in all the newspaper where issue advertisement is disclosed.]^[14] 2.9.8. [The blocking of funds accompanied with any revision of Bid, shall be adjusted against the amount blocked at the time of the original bid or the previously revised bid.]^[15] 2.9.9. The lead merchant banker shall ensure that adequate infrastructure is available with syndicate members for data entry of the bids in a timely manner. 2.9.10. The bidding terminals shall contain an online graphical display of demand and bid prices updated at periodic intervals, not exceeding thirty minutes. 2.9.11. The investment manager on behalf of th....
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..... b) RTA to get the electronic bid details from the stock exchanges by end of the day. c) Designated branches of Self Certified Syndicate Banks (SCSB) may not accept applications after T+1 day. d) Syndicate members, brokers, DPs and RTAs to forward a schedule with following fields along with the application forms to designated branches of the respective SCSBs for blocking of funds. S. No. Details 1 Symbol 2 Intermediary code 3 Location code 4 Application No. 5 Category 6 PAN 7 DP Id 8 Client ID 9 No. of units 10 Amount e) RTA to give bid file received from stock exchanges containing the application number and amount to all the SCSBs who may use this file for validation/ reconciliation at their end. f) SCSBs to continue/begin blocking of funds. g) Demat Account of InvIT is credited with the SPV shares. T+1 3 a) Investment manager on behalf of InvIT, merchant banker and RTA to submit relevant documents to the stock exchange(s) except listing application, allotment details and demat credit and refund details for the purpose of listing permission. b) SCSBs to send confirmation of funds block....
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....) Investment manager on behalf of InvIT shall make listing application to stock exchange(s) to give listing and trading permission. e) Stock exchange(s) to issue notice for listing and commencement of trading. T+5 7 Trading commences T+6 * Working days will be all trading days of stock exchanges, excluding Sundays, and bank holidays 2.12. Maintenance of books and records 2.12.1. A final book of demand showing the result of the allocation process shall be maintained by the lead book runner. 2.12.2. The book runner/s and other intermediaries associated in the book building process shall maintain records of the book building prices. 2.13. Post- issue reports. 2.13.1. The lead merchant banker shall submit the following post-issue reports to the Board: a) initial post issue report as specified in Part A of Annexure - 2, within three working days of closure of the issue. 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 sha....
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.... g) it shall not display models, celebrities, fictional characters, landmarks or caricatures or the likes. h) no issue advertisement shall appear in the form of crawlers (the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen) on television. i) in any issue advertisement on television screen, the risk factors shall not be scrolled on the television screen and the advertisement shall advise the viewers to refer to the red herring prospectus or other offer document for details. j) it shall not contain slogans, expletives or non-factual and unsubstantiated titles. k) if it contains highlights, it shall also contain risk factors with equal importance in all respects including print size of not less than point seven size. 2.14.5. No such public communication 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 ot....
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....ctor(s) of parties to the InvIT: a) is debarred from accessing the securities market by the Board; b) is a promoter, director or person in control of any other company or a sponsor, investment manager or trustee of any other InvIT or InvIT which is debarred from accessing the capital market under any order or directions made by the Board; c) is in the list of the wilful defaulters published by the Reserve Bank of India. 2.16.2. Alteration of rights of holders of units: No InvIT shall alter the terms (including the terms of issue) of units which may adversely affect the interests of the holders of that units unless a resolution to that effect is passed at a meeting of the unitholders in accordance with Regulation 22(5) of InvIT Regulations. 2.16.3. Prohibition on payment of incentives: No person connected with the issue, including a person connected with the distribution of the issue, shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application for allotment of units: Provided that nothing contained in this regulation shall apply to ....
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....low-on offer document / draft follow-on offer document, as applicable. 2.17.3. An InvIT desirous of issuing units by way of follow-on offer shall, for any such issue, ensure that: a) It has made an application to all stock exchanges on which its units are listed, to seek an in-principle approval for listing of its units on such stock exchanges and has chosen one of them as the designated stock exchange. b) Units shall be issued mandatorily in dematerialized form. 2.17.4. The Investment Manager and the merchant banker(s) shall be responsible for obtaining in-principle approval and final listing and trading approvals from the stock exchange(s). 2.17.5. The amount for general purposes, as mentioned in objects of the issue in the follow-on offer document filed with the Board shall be as specified under clause (va) of sub-regulation (4) of Regulation 14 of the InvIT Regulations. 2.17.6. The minimum public unitholding shall be at least twenty-five percent of the total outstanding units of the InvIT on post issue basis. 2.17.7. The provisions of Regulation 15 of the InvIT Regulations shall be applicable for follow-on offer doc....
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....nexure -1 of the Master Circular for InvITs. Chapter 3. Disclosure of financial information in offer document/placement memorandum for InvlTs^[19] The provisions specified in this Chapter are applicable for initial offer and follow-on offer, unless explicitly stated otherwise. (A) Financial Information of InvIT: The financial information, to be disclosed in the offer document/placement memorandum, shall comply with the following: 3.1. Period of financial statements to be disclosed 3.1.1. The offer document / placement memorandum shall contain audited financial statements for a period of three financial years and stub period (if applicable). 3.1.2. The audited stub period financial statements shall be disclosed, if financial statements for latest completed financial year included in the offer document / placement memorandum is older than six months from the date of filing of the offer document / placement memorandum. The stub period should not end up to a date earlier than six months from the date of filing of the offer document / placement memorandum. 3.1.3. In case of a follow-on offer, if the InvIT has been in existence for a period lesse....
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....with the exceptions and modifications as mentioned below: a) With respect to disclosure as per Paragraph 6(D)(I)(m) of 'General Instructions for Preparation of Balance Sheet' under Part I of Division Il of Schedule III, the expression "promoters" shall be read as "sponsors" as defined in the InvIT Regulations. b) Paragraph 6(L)(v) (disclosures pertaining to loans or advances granted to promoters, directors, KMPs and the related parties), Paragraph 6(L)(xii) - 'Registration of charges or satisfaction with Registrar of Companies', Paragraph 6(L)(xiii) - 'Compliance with number of layers of companies', Paragraph 6(L)(xv) - 'Compliance with approved Scheme(s) of Arrangements', Paragraph 8 (classification of share application money pending allotment), and Paragraph 9 (classification of preference shares) of 'General Instructions for Preparation of Balance Sheet' under Part I of Division Il of Schedule III shall not be applicable. c) Paragraph 7(m) - 'Corporate Social Responsibility' of 'General Instructions for Preparing of Statement of Profit and Loss' under Part II of Division Il of Schedule III shall n....
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....separately. The above disclosure shall be applicable only for follow-on offer and not in case of an initial offer. 3.3.6. For the purpose of preparation of financial information under the InvIT Regulations, Unit Capital shall be considered as Equity. 3.3.7. The financial information shall be disclosed after making the following adjustments, wherever applicable and wherever quantification is possible: a) Adjustments/rectifications for all incorrect accounting practices or failures to make provisions or other matters which resulted in modified opinion(s) or modification(s) to the opinion in the auditor's report. Modified opinion(s), where quantification is not possible and which have not been adjusted, shall be highlighted along with the management comments. If the impact of above adjustments/ rectifications is not considered ascertainable, then a statement to that effect shall be given by the auditors. b) Material amounts relating to adjustments for prior period errors/items (as discussed in Ind AS 8 'Accounting Policies, Changes in Accounting Estimates and Errors') shall be identified and adjusted in arriving at the profits o....
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....abilities from the aforementioned date of latest financial information to the date of the offer document / placement memorandum, the details of such changes shall also be disclosed in the offer document / placement memorandum. 3.4.3. Commitments: a) A statement of InvIT's Commitments, if any, as on the date of latest financial information disclosed in the offer document/placement memorandum, shall be disclosed. b) If there are any material changes in the commitments from the aforementioned date of latest financial information to the date of the offer document / placement memorandum, the details of such changes shall be disclosed in the offer document / placement memorandum. 3.4.4. Related party transactions: a) For the related parties as defined in the InvIT regulations, the InvIT shall provide relevant disclosures of all related party transactions in compliance with the requirements of "Ind AS 24 - Related Party Disclosures" and the InvIT Regulations. b) Further, the following additional disclosures related to Related parties and Related party transactions shall also be included: i. Details of related party and its....
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....te (iii)] xx xx (C) Net Assets (A-B) xx xx (D) Less: Non-Controlling Interest [Refer Note (iv)] xx xx (E) Net Assets attributable to unitholders (C-D) xx xx (F) No. of Units xx xx (G) NAV per unit (E/F) xx xx Notes: i. The breakup of the fair value of the assets shall be given project-wise in the notes to the 'Statement of Net Assets at Fair Value'. Fair value of assets shall be determined based on the valuation report of the valuer appointed under the InvIT Regulations. ii. A project-wise reconciliation statement shall be given in the notes to the 'Statement of Net Assets at Fair Value' showing adjustments made to the valuation arrived at by the independent valuer to compute the fair value of assets presented in the 'Statement of Net Assets at Fair Value'. iii. Fair value of liabilities considered for computing the NAV equals the book value of such liabilities, except in case where the outflow arising out of the liabilities have already been considered by the valuer while computing the fair value of assets or netted off with the corresponding assets. ....
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....vIT giving the final report. For the audit procedures to be followed in such case, the auditor shall be guided by the procedures stated in the Standard on Auditing (SA) 600, "Using the Work of another Auditor", to the extent applicable. Further, the fact that the financial statements audited by other auditors have been relied upon shall be disclosed in the audit report. d) As a part of the audit report, the auditor shall state whether: i. he has obtained all information and explanations which, to the best of his knowledge and belief, were necessary for the purpose of his audit; ii. the Balance Sheet and the Statement of Profit and loss are in agreement with the books of account of the InvIT; iii. the financial statements comply with the applicable accounting standards in his opinion; iv. the 'Statement of Net Assets at Fair Value' is prepared in accordance with the requirements of SEBI (Infrastructure Investment Trusts) Regulations, 2014 and the circulars issued thereunder; and v. the 'Statement of Total Returns at Fair Value' is prepared in accordance with the requirements of SEBI (Infrastructure Invest....
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....urther, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Investment Manager. (C) Management Discussion and Analysis of InvIT's operations 3.11. InvIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Investment Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with financial information of previous two years. 3.12. MDA shall, inter-alia contain the following: ■ Overview of the business of the InvIT ■ A summary of the financial information containing significant items of income and expenditure. ■ Factors that may affect results of the operations, key risks and mitigating factors ■ Quality of earnings and revenue streams ■ Significant developments subsequent to the last financial year: • A statement by the Investment Manager whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the offer document and which materially and adversely affect or is likely to affect....
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....ce with specified date 3.15. Other Disclosures a) Brief profiles of the key personnel of the Investment Manager and units held by them in the InvIT, if any b) Basis for issue price c) If the objects of the issue are not being financed solely through the issue proceeds, the details of other financing arrangements for fulfilling the objects of the issue. (E) Historical Financial information of Investment Manager and Sponsor(s) 3.16. An offer document/placement memorandum of InvIT shall include summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Investment Manager and Sponsor(s) for past three completed years, prepared in accordance with accounting standards, as applicable, as per the Companies Act, 2013 and rules thereunder. For example, if the concerned entity is required to follow Companies (Accounting Standards) Rules, 2021 during the entire period of last three years, then the three year financial information of such entity shall be prepared in accordance with Companies (Accounting Standards) Rules, 2021. Similarly, if the concerned entity is requir....
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....close financial information for all the three financial years, i.e. 2021- 22, 2022-23 and 2023-24, as per Companies (Indian Accounting Standards) Rules. 3.18. Further, if any of the Investment Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS). (F) Framework for calculation of Net Distributable Cash Flows (NDCFs): 3.19. The framework for computation of NDCF by InvlTs and its Holdcos/SPVs shall be as under: (I.) Computation of Net Distributable Cash Flow at HoldCo/ SPV level: Particulars Cash flow from operating activities as per Cash Flow Statement of HoldCo/ SPV (+) Cash Flows received from SPV's which represent distributions of NDCF computed as per relevant framework (refer note 1 and 8 below) (relevant in case of HoldCos) (+) Treasury income / income from investing activities (interest income received from FD, tax refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS ....
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....ase agreement, lease agreement, and any other agreement of a like nature, by whatever name called); or (v). statutory, judicial, regulatory, or governmental stipulations; - (refer note 2) (-) any capital expenditure on existing assets owned / leased by the SPV or Holdco, to the extent not funded by debt / equity or from reserves created in the earlier years (refer note 9) NDCF for HoldCo/SPV's (II.) Computation of Net Distributable Cash Flow at Trust level: Particulars Cashflows from operating activities of the Trust (+) Cash flows received from SPV's / Investment entities which represent distributions of NDCF computed as per relevant framework (refer note 1 and 8 below) (+) Treasury income / income from investing activities of the Trust (interest income received from FD, any investment entities as defined in Regulation 18(5), tax refund, any other income in the nature of interest, profit on sale of Mutual funds, investments, assets etc., dividend income etc., excluding any Ind AS adjustments. Further clarified that these amounts will be considered on a cash receipt basis) (+) Proceeds from sale of infrastructure investments, infrastru....
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....tual reserves created in the earlier years (refer note 9) NDCF at Trust Level (III.) Notes/ Other Rules: 1. NDCF computed at SPV level for a particular period to be added under this line item, even if the actual cashflows from SPV to InvIT has taken place post that particular period, but before finalization and adoption of accounts of the InvIT. 2. The Trust retains the option to distribute any surplus amounts, unless such surplus is required to create reserves for any subsequent period. However, any reserve created out of debt funds at the time of availing debt as per the terms of the financing documents shall not be reduced. 3. The option to retain 10% distribution under Regulation 18(6) needs to be computed by taking together the retention done at HoldCo, SPV level and Trust level. Refer Illustration below: Illustration: Particulars SPV A SPV B Total at SPV level NDCF as computed 100 150 250 Amount retained by SPV 5 10 15 Net amount distributed to Trust 95 140 235 InvIT Scenario 1 Scenario 2 Received from SPV 235 235 Add :- other items at Trust ....
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....ed to be reinvested as per Regulation 18(7) of InvIT Regulations, could be temporarily parked in Overdraft accounts or used to repay any additional/ unrelated debt. Further if such proceeds are not intended to be reinvested as per the timeline provided in the Regulations and such net proceeds are to be distributed back to Unitholders, then redrawing such temporarily parked funds to distribute such net proceeds will not be considered as a contravention of note 6 above. 8. Cash flows received from HoldCos / SPV's / Investment entities which represent distributions of NDCF computed as per relevant framework at the Trust and/or HoldCo level for further distribution to Unitholders shall exclude any such cash flows used by the Trust and/or HoldCo for onward lending to any other SPVs / Investment entities/HoldCo to meet operational / interest expenses or debt servicing of such entities. 9. Capital expenditure include amounts incurred and paid towards asset enhancement and are capitalized to asset value in the financial statements including lease payments. It is further clarified that Existing Assets as referred to in this line item includes any new structure / buildi....
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....statements. 3.20.2. Underlying assumption for preparation of Combined Financial Statements Such combined financial statements shall be prepared based on an assumption that all the assets and/or entities, proposed to be owned by InvIT, were part of a single group. 3.20.3. Preparation of Combined Financial Statements: i. These statements shall be prepared on a combined basis and presented as if InvIT assets were a part of a single group since the first day of the reporting period for which financial information is being presented. ii. The principles for preparation of combined financial statements shall be same as the principles laid down in "Ind AS 110 Consolidated Financial Statements", to the extent applicable. However, unlike consolidated financial statements, the combined financial statements shall not have the parent. iii. While preparing Combined Financial Statements, transactions between the entities proposed to be owned by InvIT (i.e. transactions between the entities which are forming part of the combined financial statements) shall be eliminated. Further, all pertinent matters, such as non-controlling interests....
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....s issued by the ICAI from time to time and certified by statutory auditor of the InvIT or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI) appointed by the investment manager on behalf of the InvIT. 3.24. InvIT may voluntarily choose to provide proforma financial statements of acquisitions or divestments (i) even when they are below the above materiality threshold, or (ii) if the acquisitions or divestments have been completed prior to the latest period(s) for which financial information is disclosed in the offer document. Furthermore, the proforma financial statements may be disclosed for such financial periods as determined by the investment manager. In case of one or more acquisitions or divestments, one combined set of proforma financial statements should be presented. 3.25. InvIT may also voluntarily include financial statements of the business acquired or divested, provided that such financial statements are certified by the auditor (of the asset acquired or divested) or chartered accountants, who hold a valid certificate issued by the Peer Review Board of the ICAI. 3.26. Where ....
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....l statement of the assets being acquired are not available, combined / carved-out financial statements for those assets shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. The combined / carved-out financial statements shall be audited by the auditor of the seller in accordance with applicable framework. (d) title disclosures, litigations and regulatory actions; (e) risk factors; (f) other information as is material and appropriate to enable the investors to make an informed decision. Further, full valuation report of the asset(s) proposed to be acquired through proceeds of the issue, if any, shall be provided to the Board. 3.31. In case any show-cause notice(s) has been issued by the Board or the adjudicating officer or prosecution proceeding(s) has been initiated by the Board, against the InvIT or its sponsor, sponsor group, investment manager or their respective promoters or directors, necessary disclosures in respect of such action(s) along with its potential adverse impact on the InvIT shall be made in the follow-on offer document. 3.32. If the InvIT or its sponsor, sponsor group, investment manager....
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....he third quarter of the current financial year. 4.1.4. The InvIT shall submit a Statement of Net Distributable Cash Flows (NDCF) as part of the financial results, whenever the InvIT declares and distributes NDCF as per the distribution policy disclosed to the unitholders. 4.1.5. The InvIT shall submit following statements on half yearly and annual basis as part of the financial results: a) Statement of Assets and Liabilities b) Statement of Changes in Unitholders' Equity c) Statement of Cash Flows d) Statement of Net Assets at Fair Value e) Statement of Total Returns at Fair Value 4.1.6. The InvIT shall also disclose Statement of NCDF in the annual report, half yearly report and quarterly report, as applicable. 4.1.7. The InvIT shall, subsequent to listing, submit its financial information for the quarter or the financial year immediately succeeding the period for which the financial statements have been disclosed in the offer document / placement memorandum for the initial offer, in accordance with the above specified timeline i.e. within forty-five days of end of quarter or within sixty days from....
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....anges and disclosed on the InvIT's website in the following format: Particulars As at current half year end / year end date* As at Corresponding half year end / previous year end date* (Audited / Unaudited) ** (Audited) *in dd/mm/yyyy format ** specify whether figures are audited or unaudited. 4.2.4. Statement of Changes in Unitholders' Equity The Statement of Changes in Unitholders' Equity, as mentioned in paragraph 4.1.5 b) above shall be prepared as specified in paragraph 4.5 of this chapter. 4.2.5. Statement of Cash Flows The Statement of Cash Flows, as mentioned in paragraph 4.1.5 c) above, shall be prepared as specified in paragraph 3.3.3.e) of Chapter 3 of this master circular. It shall be submitted to the stock exchanges and disclosed on the InvIT's website in the following format: Particulars For the current half year end / year end date* For the Corresponding half year end / previous year end date* (Audited/ Unaudited) ** (Audited/ Unaudited) ** *in dd/mm/yyyy format ** specify....
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.... NDCF distribution in the nature of repayment of capital in past periods, such InvlTs shall regroup the figures for Reserves and Surplus / Unit Capital for prior periods presented in the financial information and show the same as a separate line item on the face of the Balance Sheet. 4.3. Comparative information 4.3.1. The annual financial information shall contain comparative information for the immediately preceding financial year. The half yearly financial information shall contain comparative information for the corresponding half year in the immediately preceding financial year. 4.3.2. The comparative information would consist of corresponding amounts (comparative figures) for all the items shown in the financial statements (as specified in paragraph 4.5 below), including notes, and for the additional disclosures (as specified in paragraph 4.6 below), to the extent applicable. 4.3.3. In cases where the InvIT was not in existence in the previous corresponding reporting period(s) mentioned at paragraph 4.3.1 above, then the comparative information may not be provided and the said fact shall be clearly disclosed. 4.4. Basis of preparation....
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....hout payment being received in cash; and B. aggregate number and class of units allotted by way of bonus units. b) The reference to the following terms made in Schedule III, shall, for the purpose of this chapter, be construed as follows, unless otherwise required: Reference to To be construed as Shares Units Shareholder Unit holder Shareholding pattern Unit holding pattern Share capital Unit capital 4.5.2. In the 'Statement of Profit or Loss', the InvIT shall disclose Earnings per Unit (EPU) in place of Earnings per share. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation. 4.5.3. In the 'Statement of Changes in Unit holders' Equity', changes in unit holders' equity resulting from aggregate amount of investments by unit holders in the InvIT, and dividends / other distributions by InvIT to unit holders shall be disclosed separately. 4.5.4. The annual separate and consolidated financial statements of the InvIT shall ....
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....s assets (whether directly or through its HoldCo(s)/SPV(s)) in more than one infrastructure sectors/sub-sectors, then it shall disclose a breakup of the investments across all sectors/sub-sectors clearly showing investments in each major sector/sub-sector (major sector/sub-sector would constitute not less than 5% of the total investment in the major classification) together with the percentage thereof in relation to the total investment. For determining the infrastructure sectors/sub-sectors, the InvIT shall be guided by latest notifications and any other communications by Ministry of Finance. 4.6.3. Changes in Accounting policies: In cases of changes in accounting policies, if any, InvIT shall make adequate disclosures required as per the applicable accounting laws. 4.6.4. Disclosures related to Modified Opinion(s) The below mentioned disclosures would be required only in case of annual financial information of the InvIT: a) If the auditor has expressed any modified opinion(s) in respect of the audited annual financial information of the InvIT, then the InvIT, while submitting such financial information to the Stock Exchange(s)....
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....D. Aggregate Borrowings and Deferred Payments net of Cash and Cash Equivalents (A+B-C) XX E. Value of InvIT assets [Refer Notes 3 and 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 InvIT. 2. The breakup of borrowings amount shall be given as pertaining to the InvIT, each SPV and each HoldCo in notes to the 'Statement of Net Borrowings Ratio'. Further, the type of each borrowing shall be given as part of the breakup such as Term Loan from ABC Bank / Financial Institution, Non-Convertible Debentures, etc. Furthermore, in case of borrowing from Bank / NBFC / Financial Institution / any other lender, the name of lenders shall also be disclosed. 3. Similarly, breakup shall be given for deferred payments, cash and cash equivalents and value of InvIT assets as pertaining to the InvIT, each SPV and each HoldCo in notes to the 'Statement of Net Borrowings Ratio'. 4. The Value of InvIT assets shall be determined based on the latest available valuation report by the valuer appointed under the InvIT Regulations. ....
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....rried out by the auditor appointed for the InvIT as per the InvIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India ('ICAI') and who holds a valid certificate issued by the Peer Review Board of ICAI. 4.8.4. The InvIT shall ensure that, for the purpose of quarterly and year to date consolidated financial information, hundred percent of each of the consolidated revenue, assets and profits, respectively, shall be subjected to audit in case of audited results, or shall be subjected to limited review in case of unaudited results. 4.8.5. In case the financial information is audited, it shall comply with all the requirements specified in paragraph 3.5 of Chapter 3 of this master circular, to the extent applicable, and the audit report shall contain disclosures stated therein. In addition to the auditor's opinion on the matters specified in paragraph 3.5.1 e) of Chapter 3 of this master circular, the auditor shall also give his opinion on the following: a) whether the statement of NDCFs gives a true and fair view of NDCFs for the years/periods....
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....D/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, InvIT shall follow the InvIT regulations and circulars issued therein. 4.13. Disclosure of Unit holding pattern: 4.13.1. An InvIT 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 InvIT resulting in a change exceeding 2% of the total outstanding units of InvIT. 4.13.2. The Unit holding pattern shall be disclosed in the following format: Category Category of Unit holder No. of Units Held As a % of Total Outstanding Units No. of units mandatorily held Number of units pledged or otherwise encumbered No. of units As a % of total units held No. of units As a % of total units held (A) Sponsor(s) / Investment Manager / Project Manager(s) and their associates/....
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....nbsp; (2) Non- Institutions (a) Central Government /State Government s(s)/President of India (b) Individuals (c) NBFCs registered with RBI (d) Any Other (specify) Sub- Total (B) (2) Total Public Unit holding (B) = (B)(1)+(B)(2 ) Total Units Outstanding (C) = (A) + (B) 4.14. Review of Credit Rating: 4.14.1. Every credit rating, wherever required to be obtained by an InvIT as per Regulation 20(2) of the InvIT regulations, shall be reviewed once a year, by the registered credit rating agency. 4.14.2. The credit rating review shall be completed annually within 30 days from the ....
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....sed by the Investment 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 Investment Manager and the Trustee for review. 4.17. Statement of deviation(s) or variation(s) 4.17.1. The InvIT shall submit to the recognized stock exchange(s), where its units are listed, the following statement(s) on a quarterly basis for any private issue, 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/placement memorandum or explanatory statement to the notice for the general meeting, as applicable; b) Statement indicating category wise variation, if any, between projected utilization of funds made by it in its offer document/placement memorandum or explanatory statement to the notice for the general meeting, as applicable and the actual utilization of funds. 4.17.2. The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these pr....
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....stribution per unit viii. EBITDA margin (i.e Earnings before interest tax depreciation and amortisation margin) 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 InvIT 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 InvlTs shall be appropriately and adequately addressed by the board of the investment manager while publishing the accounts for the said period. Chapter 5. Participation by Strategic Investor(s) in InvITs^[21] 5.1. The operational modalities, for the participation by the strategic investors in InvITs shall be as under: 5.1.1. An InvIT, if chooses to invite subscriptions from the strategic investors shall undertake the same in the following manner: a) The strategic investor(s) shall, either jointly or severally, invest not less than 5% and not more than 25% of the total offer size. b) The investment manager on behalf of the InvIT, shall enter into a binding unit subscript....
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....of debt securities unless specifically provided in this chapter. 6.1.3. All other provisions of NCS Regulations shall apply to InvlTs subject to there being no conflict with InvIT Regulations or circulars issued thereunder. In case of conflict, provisions of InvIT Regulations or circulars issued thereunder shall prevail over NCS Regulations. 6.2. For the issuance of debt securities InvlTs 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 InvIT shall not be eligible to be appointed as debenture trustee to such issue of debt securities. 6.3. Any secured debt securities issued by InvlTs shall be secured by the creation of a charge on the assets of the InvIT or holdco or SPV, having a value which is sufficient for the repayment of the amount of such debt securities and interest thereon. 6.4. With reference to NCS Regulations and LODR Regulation and circulars issued thereunder, the reference to the following terms made therein, should, for the purpose of this chapter, be construed as follows, unless otherwise required: Reference to ....
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....fer or allotment through private placement shall not be made to more than 200 investors (excluding institutional investors) in a financial year. 7.3.3. 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 InvIT 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. 7.3.4. 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 InvIT Regulations or circulars issued thereunder. 7.3.5.[Post allotment, the InvIT 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 allotment: Provided that where the InvIT fails to list the units within the specif....
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....d by the Board, if any. 7.5. Pricing of Units A. Pricing of frequently traded units 7.5.1.[Where the units of the InvIT 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. 7.5.2. 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. Where the relevant date falls on a weekend or a holiday, the day preceding t....
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....ponsor group(s) shall comply with the minimum unitholding requirement specified in Regulation 12(3) and 12(3A) of SEBI (Infrastructure Investment Trusts) Regulations, 2014, at all times]^[28] 7.6.2. The units allotted to persons other than the sponsor(s) shall be locked-in for a period of one year from the date of trading approval for such units. 7.6.3. The entire pre-preferential issue unitholding of the allottees, if any, shall be locked-in from the relevant date up to a period of six months from the date of trading approval. 7.6.4.[The lock-in requirement mentioned at paragraph 7.6.2. and 7.6.3. 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 IVB of the InvIT Regulations.]^[29] 7.6.5.[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 tr....
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.... to the unit holders' resolution shall be completed within a period of fifteen days from the date of passing of such resolution: Provided that in case the approval of any regulatory, governmental or statutory body / agency is required, then in such cases the period of fifteen days will commence from the date of approval from such regulatory, governmental or statutory body/agency: Provided further that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days from the date of the resolution, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the InvIT and the investment 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 InvIT 7.8. Placement document 7.8.1. The issuer shall appoint one or more merchant bankers, which are registered with the Board, as lead manager(s) to the issue. ....
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.... institutional placement shall not be sold by the allottee for a period of one year from the date of allotment, except on a recognised stock exchange. 7.11. Allotment 7.11.1. Allotment pursuant to the unit holders' resolution shall be completed within a period of 365 days from the date of passing of such resolution: Provided that where the InvIT fails to allot the units within the specified time, the monies received shall be refunded through verifiable means within twenty days from the date of the closure of the issue, and if any such money is not repaid within such time after the issuer becomes liable to repay it, the InvIT and the investment 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. 7.11.2.[No allotment shall be made, either directly or indirectly, to any institutional investor who is a sponsor(s) or investment manager, or is a person related to, or related party or associate of, the sponsor(s) or the investment manager: Provided that allotment of units can be made to the spo....
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.... investment manager approving the rights issue of units and determining the record date has been passed. b) Units of the same class, which are proposed to be allotted are already listed on a stock exchange. c) The InvIT has obtained in-principle approval of the stock exchange(s) for listing of units proposed to be issued under these guidelines. d) The InvIT is in compliance with the continuous listing and disclosure obligations under the InvIT Regulations and circulars issued thereunder. Provided that imposition of only monetary fines by stock exchanges on the InvIT shall not be a ground for ineligibility for undertaking issuances under these guidelines. e) None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT is a fugitive economic offender declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018). f) None of the respective promoters or partners or directors of the sponsor(s) or investment manager or trustee of the InvIT i. is debarred from accessing the securities market by the Board; ii. is a promoter, director or person in ....
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....r filing the draft letter of offer and letter of offer with the Board, make appropriate advertisement on the website of the sponsor, investment manager and stock exchanges. 9.3.6. The investment manager may also issue such advertisement in any newspaper and on the website of the InvIT. 9.3.7. The Board may specify changes or issue observations, if any, on the draft letter of offer within fifteen days from the later of the following dates: a) the date of receipt of the draft letter of offer, filed under sub-clause 9.3.1; or b) the date of receipt of satisfactory reply from the lead merchant banker(s), where the Board has sought any clarification or additional information from them; or c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or d) the date of receipt of a copy of in-principle approval letter issued by the stock exchanges. 9.3.8. If the Board specifies any changes or issues observations on the draft letter of offer, the investment manager on behalf of the InvIT and lead merchant banker(s) ....
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.... three working days but not more than fifteen working days. 9.7. Manner of issuance of units 9.7.1. Any issuance of units under these guidelines shall be done in the following manner: a) The rights entitlements shall be credited to the demat account of the unitholders before the date of opening of the issue. The rights entitlements shall include a right exercisable by the person concerned to renounce the units offered to him/her or any of them in favour of any other person and the draft letter of offer, letter of offer and the notice sent to the unitholders shall contain a statement to this effect. b) The units shall be allotted in the dematerialized form only and shall be listed on the stock exchange(s) where the units of the InvIT are listed. c) All investors would be required to mandatorily use Application Supported by Blocked Amount (ASBA) as a payment mode, whether existing unitholders or renouncees and follow the procedure for rights issues of securities specified by the Board. 9.8. Subscription, Allotment and Listing of Units 9.8.1. Minimum Subscription a) The minimum subscription to be received in the rights issue ....
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....on a proportionate basis. d) Allotment to sponsor(s) and their associates, who are unitholders on the record date and who have disclosed their intent to subscribe to additional units in terms of 9.8.2 above, if there is an unsubscribed portion after making full allotment as per clause (a), (b) and (c) above. e) Allotment to the underwriter appointed for the issue, if any, at the discretion of the board of directors of the investment manager, subject to disclosure in the draft letter of offer and / or letter of offer as applicable. 9.8.6. The units allotted in the manner specified above shall be listed within six working days from the issue closing date. 9.9. Restriction on further capital issues 9.9.1. The InvIT shall not make any further issue of units in any manner whether by way of public issue, rights issue, preferential issue, qualified institutions placement, institutional placement, issue of bonus shares or otherwise during the period between the date of filing the draft letter of offer with the Board and the listing of the units offered through the letter of offer or refund of application monies. 9.10. The InvIT shall file an allotm....
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...., except for the purpose of complying with minimum public shareholding norms prescribed under the InvIT Regulations, 2014; 9.11.12. there are no audit qualifications on the audited accounts of the InvIT in respect of those financial years for which such accounts are disclosed in the letter of offer; Explanation: For the purpose of this chapter, "audit qualifications" shall be those disclosed under applicable accounting standard relating to modification to the opinion in the independent auditor's report and requires a qualified opinion, adverse opinion or disclaimer of opinion for material misstatements. 9.12. The InvIT shall file the letter of offer with the Board in accordance with paragraph 9.3.9 and shall pay fees to the Board as specified in Schedule Il of InvIT Regulations.]^[37] Chapter 10. Encumbrance on units of InvlTs ^[38] 10.1. Encumbrance on units 10.1.1.[Regulation 12(5) of Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 requires that units which are required to be held in terms of sub-regulation (3) and (3A) shall be locked in and shall not be encumbered. However, any encumbrance creat....
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.... established, - i. a company, its holding company, subsidiary company and any company under the same management or control; ii. a company, its directors, and any person entrusted with the management of the company; iii. directors of companies referred to in item (i) and ii) of this sub- clause and associates of such directors; iv. immediate relatives; v. an institutional investor and wherever applicable its sponsor, trustees, trustee company, asset management company; vi. a collective investment scheme and its collective investment management company, trustees and trustee company; vii. a merchant banker and its client, who is an Acquirer; viii. a portfolio manager and its client, who is an Acquirer; ix. banks, financial advisors and stock brokers of the Acquirer, or of any company which is a holding company or subsidiary of the Acquirer, and where the Acquirer is an individual, of the immediate relative of such individual: Provided that this sub-clause shall not apply to a bank whose sole role is that of providing normal commercial banking services or activities in relation to an acquisition/e....
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....stered with the Board, as lead manager(s) for the exit option/offer, who shall ensure compliance with the provisions of InvIT Regulations and this chapter. Lead manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along with the due diligence certificate, in line with format specified in Form A in Annexure - 1 of this master circular, with the Exchange(s). The broad contents of LoF are indicated in Annexure - 4. 11.3. Upon completion of exit option process, a due diligence certificate in line with format specified in the Form D in Annexure - 1 shall be filed by the lead manager(s) with the Board within two working days of payment of consideration by the acquirer. 11.4. Manner and mechanism of exit option: 11.4.1. The Acquirer shall facilitate tendering of units by the unit holders and settlement of the same through the stock exchange mechanism as specified by SEBI for the purpose of takeover, buy-back and delisting in case of equity listed companies. 11.4.2. Investment Manager (IM) shall be entitled to receive from the Acquirer all expenses incurred and payable to external agencies related to the exit of....
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.... with the stock exchange(s). Lead Manager(s) shall exercise due diligence with regard to all information and disclosures contained in the LoF. The stock exchange(s) shall disseminate the LoF on its website as soon as it receives the same. Within three working days from the date of public notice by the Acquirer regarding exit option/offer Acquirer shall create an escrow account wherein the aggregate amount of consideration based on the list of dissenting unit holders provided by the IM to Lead Manager would be deposited in the manner specified at para 11.4.7 below. At least two working days prior to opening of the tendering period. Tender date and tender period for tendering units in exit option Seventh working day from the "Date of Intimation" Tender period shall be five working days. Payment of consideration to dissenting unit holders by the Acquirer Within a period of three working days from the last date of the tendering period Lead Manager shall submit a report to IM 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, IM shall upd....
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....of units held by them as of the cut-off date, as certified by its compliance officer. IM shall provide the list of dissenting unit holders to the Lead Manager(s). The day of aforesaid intimation by IM shall be construed as "Date of Intimation". Within forty-eight hours of the last day of voting Acquirer through the Lead Manager(s) shall send the Letter of Offer (LoF) to all dissenting unit holders and file a copy of the same with the stock exchange(s). Lead Manager(s) shall exercise due diligence with regard to all information and disclosures contained in the LoF. The stock exchange(s) shall disseminate the LoF on its website as soon as it receives the same. Within three working days from the Date of Intimation Acquirer shall create an escrow account wherein the aggregate amount of consideration based on the list of dissenting unit holders provided by the IM to Lead Manager would be deposited in the manner specified at para 11.4.7 below At least two working days prior to opening of the tendering period Tender date and tender period for tendering units in exit option Seventh working day from the "Date of Intimation" Tender period shall be five working days....
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....the fifty-two weeks immediately preceding the relevant date; c) the highest price paid or payable for any acquisition, whether by the proposed Acquirer or any person acting in concert with them, during the twenty-six weeks immediately preceding the relevant date; d) the volume-weighted average market price of such units for a period of sixty trading days immediately preceding the relevant date as traded on the stock exchange where the maximum volume of trading in the units of the InvIT are recorded during such period, provided such units are frequently traded; e) Where the units of the InvIT are not frequently traded, the price determined by the Acquirer and the lead manager to the exit option/offer taking into account valuation parameters including the NAV of the InvIT based on a full valuation of all existing InvIT assets conducted in terms of InvIT Regulations, book value, comparable trading multiples, and such other parameters as are customary for valuation of units of such InvITs. 11.5.2. Where the Acquirer has acquired or agreed to acquire whether by himself or through or with persons acting in concert with him any units of the InvIT betwee....
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....registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for Public Offer of units by InvlTs, as provided at Annexure - 9. 12.2. Disclosure of Investor complaints 12.2.1. Additionally, all the registered Merchant Bankers 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 provided at Annexure - 10. Chapter 13. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for private placement of units^[45] 13.1. Publication of Investors Charter 13.1.1. All registered Merchant Bankers are advised to disclose on their websites, the Investor Charter for private placement of units by InvlTs proposed to be listed, as provided at Annexure - 11. 13.2. Disclosure of Investor complaints 13.2.1. Additionally, all the registered Merchant Bankers shall disclose on their respective websites, the data on complaints received against them or against issues dealt by them and redressal thereof, on ea....
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..... of the unit holders by value for such public issue of units. 14.4. Conditions for offer for sale of units 14.4.1. Units held by an existing unit holder of a Private Listed InvIT may be offered for sale in the public issue in accordance with Regulation 14(4)(v) of the InvIT Regulations. Provided that such units shall be free from any encumbrance or lock-in on the date of filing of draft offer document. Provided further that unitholders, other than the sponsor(s), its related parties and its associates, who offer units towards the offer for sale shall not be eligible to participate in the public issue. 14.5. Process for public issue of units 14.5.1. For such public issue, the InvIT shall comply with the requirements for initial offer through public issue prescribed under InvIT Regulations and shall follow the guidelines for public issue of units of InvlTs provided in Chapter 2 of this master circular including any amendments thereto. 14.6. Minimum sponsor(s) contribution 14.6.1. Minimum sponsor(s) contribution for the public issue of units shall be either to the extent of fifteen per cent. of the units issued through the public ....
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....onsidering the time taken for listing of units of privately placed InvIT in recent past and as a part of the continuing endeavour to streamline the process of allotment and listing of units, the time taken for allotment and listing of units of privately placed Infrastructure Investment Trust (InvIT), after the closure of issue shall be six working days. The timelines within which the units shall be listed from issue closure are as under: Timelines from issue closure till date of listing S. No. Details of Activities Due date 1. Closure of issue and receipt of funds T day 2. Post receipt of funds, Sponsor shall transfer its entire shareholding or interest or rights in the HoldCo and /or SPV or ownership of the infrastructure projects as disclosed in the placement memorandum. Within T+3 working day 3. Finalize the list of allottees along with the number of units to be allotted to the applicants pursuant to the issue. 4. Finalization of Final Placement Memorandum (FPM) and dispatch of confirmation of allocation notes ("CANs") along with FPM. 5. Investment manager on behalf of the InvIT to initiate corporate action for credit of units of I....
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....1. Regulation 22(3)(a) of SEBI (Infrastructure Investment Trusts) Regulations, 2014 provides that an annual meeting of all unit holders shall be held not less than once a year within one hundred twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months. Further, Investment Manager of InvlTs are also required to hold meetings of unit holders for certain matters specified under SEBI (Infrastructure Investment Trusts) Regulations, 2014. 17.2. Enabling participation of unit holders through Video Conferencing 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. 17.3. In order to allow maximum participation of unit holders in the meeting and for better governance, Investment Manager of the InvIT 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 Investment Manager of the InvIT is required to adopt the followin....
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....o is qualified to be the auditor shall attend such meeting. 17.3.10. The notice for the meetings of unit holder shall make disclosures with regard to the manner in which framework provided in this circular shall be available for use by the unit holders and shall also contain clear instructions on how to access and participate in the meeting. Investment Manager of the InvIT shall also provide a helpline number through the registrar and share transfer agent, technology provider or otherwise, for unit holders who need assistance with the technology before or during the meeting. Such notice shall also include the following: (i) Statement that the meeting will be convened through Video Conferencing or Other Audio Visual means in compliance with applicable provisions. (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 InvIT and stock exchanges. (iv) The manner in which unit holders who have not registered their e- mail address with InvIT or depositories can cast their vote through remote e-voting or through the e-voting system during the me....
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....e report referred to in sub-regulation (1) of this regulation shall be annexed with the annual report of the InvIT. 19.2. Accordingly, the following shall be complied with regard to annual secretarial compliance report: (a) The investment manager of the InvIT, on an annual basis, shall appoint a practicing company secretary to 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 investment manager of the InvIT. (b) The format for the annual secretarial compliance report is placed at Annexure - 14. (c) The investment manager of the InvIT shall provide all such documents/information as maybe sought by the practicing company secretary for the purpose of providing secretarial compliance report. 19.3. Reporting and Monitoring (a) The investment manager of the InvIT 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 InvIT. ....
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....cument - 2. Offer for sale of units held by Sponsor(s) / Investment Manager / Project Manager and their associates/related parties to public through offer document - 3. Offer for sale of units held by Sponsor(s) / Investment Manager / Project Manager and their associates/related parties through the Stock Exchange mechanism i.e., the secondary market, in terms of circular reference No. SEBI/HO/MRD/MRD-POD-3/P/CIR/2023/10 dated January 10, 2023 - 4. Rights issue to public unitholders Sponsor(s) / Investment Manager / Project Manager and their associates/related parties unitholders shall forgo their entitlement to units that may arise from such issue. 5. Bonus Issue to public unitholders Sponsor(s) 1 Investment Manager /Project Manager and their associates/related parties 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) / Investment Manager /Project Manager and their associates/related parties in the open market in any one of the following ways, subject to compliance with the conditions specified: ....
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....their associates/ related parties that they shall not buy any units in the open market on the dates on which the units are being sold by them as stated above. iv. The InvIT, its Sponsor(s) / Investment Manager/ Project Manager and their associates/ related parties shall ensure compliance with all applicable legal provisions including that of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and InvIT Regulations]^[54] 8 Transfer of units held by Sponsor(s) / Investment Manager / Project Manager and their associates/related parties to an Exchange Traded Fund (ETF) managed by a SEBI-registered mutual fund, subject to a maximum of 5% of the paid-up unit capital of the InvIT. The Investment Manager of the InvIT shall, at least one trading day prior to such proposed transfer, announce the following details to the stock exchange(s) where its units are listed: i. the intention of the Sponsor(s) / Investment Manager/ Project Manager and their associates/ related parties to transfer units and the purpose of such transfer; ii. the details of Sponsor(s) / Investment Manager/ Project Manager and their associates/ related....
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....hereunder. 22.2. Definitions 22.2.1. "Eligible Unitholder(s)" shall mean unitholder(s) holding ten percent or more of the total outstanding units of the InvIT, either individually or collectively. 22.2.2. "Unitholder Nominee Director" shall mean a non-independent director nominated by Eligible Unitholder(s) on the Board of Directors of the Investment Manager. 22.3. Conditions for Nomination of a Unitholder Nominee Director 22.3.1. (a) Eligible Unitholder(s) shall have the right, but not the obligation, to nominate any person for appointment as Unitholder Nominee Director. (b) Eligible Unitholder(s) shall be entitled to nominate only one Unitholder Nominee Director, subject to the unitholding of such Eligible Unitholder(s) exceeding the specified threshold. If the right to nominate one or more directors on the Board of Directors of the Investment Manager is available to any entity (or to an associate of such entity) in the capacity of shareholder of the Investment Manager or lender to the Investment Manager or the InvIT (or its HoldCo(s) or SPVs), then such entity in its capacity as unitholder, shall not be entitled to nominate or participat....
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....ent Manager. The Eligible Unitholder(s) shall be reckoned based on the unitholding pattern of the InvIT as on March 31st of the financial year. (b) The Eligible Unitholder(s) shall inform the Investment Manager of the InvIT in writing of their proposed candidate for the Unitholder Nominee Director along with following details: i. name of the candidate ii. DIN of the candidate iii. a brief profile of the candidate, including age, educational qualifications, professional qualifications, nationality, occupation, address, experience in the sector and sub-sector in which the InvIT operates and directorship in other entities, together with back-up documents iv. details of any outstanding criminal action, regulatory action or material civil litigation against the candidate v. details required under The Companies Act, 2013 to facilitate the Investment Manager for filing of Form DIR-12 vi. confirmations in relation to eligibility of the candidate as set out in paragraph 22.10. (c) If multiple unitholders are aggregating their unitholding for the purpose of nomination right then such notice shall also identify up to two ....
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....hdrawn by Eligible Unitholder(s) or (b) change in the Unitholder Nominee Director is requested by Eligible Unitholder(s) or (c) the unitholding of Eligible Unitholder(s) falls below the required threshold consequent to which the Unitholder Nominee Director resign / step down from the Board of Directors of the Investment Manager or (d) the Unitholder Nominee Director is unable to serve or resign or is removed from the Board of Directors of the Investment Manager for any reason including the reasons set out in this circular. 22.6. If any unitholder(s) acquires/holds units of the prescribed threshold of ten percent unitholding or more during a particular financial year, then such unitholder(s) shall be entitled to exercise the nomination right only in the following financial year as per the process mentioned in paragraph 22.4. 22.7. Review of Unitholding of Eligible Unitholder(s) by the Investment Manager 22.7.1. The Investment Manager of the InvIT shall, within ten days from the end of each calendar month, review whether the Eligible Unitholder(s) who have exercised the board nomination right, continue to have/hold the required number of unit....
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....f Directors of the Investment Manager within two working days from such change. 22.9.2. If the individual or collective unitholding of the Eligible Unitholder(s), who have nominated a Unitholder Nominee Director, falls below ten percent of the total outstanding units of the InvIT on account of any fresh issuance of units by InvIT, then the Eligible Unitholder(s) shall, notwithstanding the requirement contained in paragraph 22.7 above, immediately inform the Investment Manager within two working days from the date of allotment of fresh units of the InvIT and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Investment Manager within two working days from such date of allotment. 22.9.3. In case of death or permanent disability of a Unitholder Nominee Director, the Eligible Unitholder(s) that nominated such Unitholder Nominee Director may propose another individual as a replacement in the manner described in paragraph 22.4.2(b) to 22.4.2(g) of this circular. 22.9.4. The Board of Directors (including the Nomination and Remuneration Committee) shall have the power to remove a Unitholder Nominee Director from office, fo....
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....s'), mandate that not less than ninety percent of Net Distributable Cash Flows (NDCFs) of the InvIT shall be distributed to the unitholders. 23.2. [Regulation 18(6)(c) of the InvIT Regulations, inter-alia, provides the timelines for distribution. However, in certain cases it has been observed that the distribution amounts remained unclaimed or unpaid because of various reasons, including failure to update account details by the unitholders.]^[59] 23.3. In order to deal with any amount remaining unclaimed or unpaid out of distributions (hereinafter such amounts shall be referred to as 'unclaimed amounts'), Regulation 18(6)(e) of the InvIT Regulations, was inserted, as under: "any amount remaining unclaimed or unpaid out of the distributions declared by a InvIT in terms of sub-clause (c), shall be transferred to the 'Investor Protection and Education Fund' constituted by the Board in terms of section 11 of the Act, in such manner as may be specified by the Board." 23.4. Further, Regulation 18(6)(f) of the InvIT Regulations, provides that, 'the unclaimed or unpaid amount of a person that has been transferred to the Investor Protection and Educ....
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....and for all payments made, position on compliance with these regulations, specifically compliance with regulations 18, 19 and 20, performance report, status of development of under-construction projects, within thirty days of end of such quarter;" 24.3. To ensure uniformity across the industry, Bharat InvlTs Association ("BIA"), in consultation with SEBI, shall specify the format of quarterly report and compliance certificate required to be submitted by the Investment Manager of the InvIT to the Trustee under Regulation 10(18)(a) and Regulation 9(3) of the InvIT Regulations respectively, and publish it on its website. Any future changes to this format shall be made by BIA in consultation with SEBI, prior to implementation. 24.4. All InvlTs shall follow the aforementioned format specified by BIA to ensure compliance with Regulation 10(18)(a) and Regulation 9(3) of the InvIT Regulations. Chapter 25. Investor Charter and Disclosure of Investor Complaints by InvlTs^[61] 25.1. Publication of Investor Charter 25.1.1. The Investor Charter for InvlTs inter-alia provide details about the services provided to Investors, Rights of Investors, description of various activit....
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....r papers furnished by the Investment Manager, WE CONFIRM that: (a) the draft offer document filed with the Board is in conformity with the documents, materials and papers relevant to the issue; (b) all the legal requirements relating to the issue as also the regulations guidelines, instructions, etc. framed/issued by the Board, the Central Government and any other competent authority in this behalf have been duly complied with; and (c) the disclosures made in the draft offer document are true, fair and adequate to enable the investors to make a well informed decision as to the investment in the proposed issue and such disclosures are in accordance with the requirements of the InvIT Regulations, circulars, guidelines issued thereunder and other applicable legal requirements. (3) We confirm that besides ourselves, all the intermediaries named in the draft offer document are registered with the Board and that till date such registration is valid. (4) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments, if any. (5) We certify that written consent from sponsors has been obtained for inclusion ....
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....s to certify that the offer document filed with the Board and Stock Exchanges has been suitably updated and that the said offer document contains all the material disclosures in respect of the InvIT as on the said date. (2) We confirm that the registrations of all the intermediaries named in the offer document are valid as on date and that none of these intermediaries have been debarred from functioning by any regulatory authority. (3) We confirm that agreements have been entered into with both the depositories for dematerialisation of the units of the InvIT. Merchant Banker(s) to the Issue with Official Seal(s) Place: Date: FORM C FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE To, Securities and Exchange Board of India Dear Sirs, Sub.: Public Issue of ........... by ............ (Name of the InvIT) (1) This is to certify that all the material disclosures in respect of the InvIT as on the date of opening of the issue have been made through the offer document filed with the Board and designated stock exchange and subsequent amendments/ advertisements (if applicable) dated ........ (....
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....nt through offer document : (d) Provisional subscription details of public offer i. Total amount to be collected on application : Rs lakhs ii. Amount collected on application : Rs lakhs iii. % subscribed i.e. % of (ii) to (i) : (%) (7) Please tick mark whether 75% minimum subscription of the amount through offer document is collected. (i) YES (ii) NO Signed by Signed by Signed by Registrars to the Issue Investment manager on behalf of the InvIT Lead Merchant Banker(s) Date: Place: PART B FORMAT OF FINAL POST ISSUE REPORT FOR PUBLIC ISSUE Subscription Status: (Subscribed / Undersubscribed) Notes: (1) It is the responsibility of lead merchant banker to give correct information after verifying the facts from the investment manager and the registrar to the issue. (2) The lead merchant banker shall enclose a certificate from the refund banker that the amount of refund due to investors is deposited in a separate accou....
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.... and reasons for not paying) : (8) In case of default from underwriters, mention how the shortfall was met : (9) In case where Fls/ MFs had subscribed to make up shortfall not as underwriter : (a) Name of FI/MF : (b) No. of units applied for : (c) Amount received : Certified that the information given above and also in the enclosures are true to the best of our knowledge and no refunds/ allotment are pending in respect of the issue. Certified that units to be locked in are flagged in the depository system as "units cannot be hypothecated / transferred / sold till .........." Signed by Signed by Signed by Registrars to the Issue Investment manager on behalf of the InvIT Lead Merchant Banker(s) Place: Date: Annexure - 3.^[64] [see Chapter 2] FORMAT OF ABRIDGED VERSION OF THE OFFER DOCUMENT 1. Summary of the terms of the issue Name of the InvIT Name of the sponsor(s), Investment Manager, Project Manager, Trustee Contact details of the Investment Manager Contact details of the Merchant Banker Listing ( including ....
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....al 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 the offer including disclosure of relevant provisions pertaining to acceptance of units. 1.4.5. In case there is any agreement, mention important features of the agreement(s), acquisition price per unit, number and percentage of units to be acquired under the agreement, name of the seller(s), names of parties to the agreement, date of agreement, manner of payment of consideration including salient features of the agreement, if any, entered between the Acquirer and PAC with regard to the offer/ acquisit....
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....: Provided that the link(s) to such document wherever available, including on the website of the InvIT, 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 draft letter of offer and the letter of offer. 3. 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 InvIT Regulations. c) If the objects are not being financed solely through the issue proceeds, the details of other financing arrangements for fulfilling the objects of the issue. 4. Intention and extent of participation by the sponsor(s) and their associates 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....
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....d are not available, combined / carved-out financial statements for those assets shall be prepared in accordance with Guidance Note issued by the ICAI from time to time. The combined / carved-out financial statements shall be audited by the auditor of the seller in accordance with applicable framework. d) If the InvIT has been in existence for a period lesser than the last three completed financial years, then disclosure as per clause (a) above may be provided for such financial years for which the InvIT has been in existence and for the stub period (if applicable).]^[67] 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 InvIT and the policy, 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 ....
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....ring period of (a) and (b) above, and total volume traded on those dates; 2.2. The stock market data specified in paragraph 2.1 above shall be shown separately for periods marked by a change in capital structure, with such period commencing from the date the concerned stock exchange recognizes the change in the capital structure 2.3. The market price immediately after the date on which the resolution of the board of directors of the investment manager of the issuer approving the institutional placement was passed. 2.4. Valuation report which forms the basis for calculation of issue price for infrequently traded units.(if applicable) 3. The preliminary placement document and placement document shall contain the disclosures as specified under schedule III of the InvIT Regulations in the following manner: a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19 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 an....
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....certified proforma financial statements shall be disclosed for at least the period covering last completed financial year and the stub period, if any. The preparation and certification of proforma financial statements shall be as provided in Section '(H)' of Chapter 3 of this master circular. b) Disclosure as per clause (a) above may be incorporated by reference to any public disclosures of financials made under the InvIT Regulations or any circular issued thereunder, along with link(s) to such disclosure(s) wherever available, including on the website of the InvIT and the stock exchanges. c) Summary of the audited financial statements of the assets proposed to be acquired for the previous three years and the 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....
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....uring 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 FY/QE ________ Less than 1 month 1-3 months 3-6 months 6-9 months 9-12 months Greater than 12 months Total All complaints SCORES complaints Complaints resolved during FY/QE ________ Less than 1 month months 1-3 3-6 months 6-9 months 9-12 months Greater than 12 months Total All complaints SCORES complaints Annexure - 8.^[72] [see Chapter 10] Format for disclosure of details of encumbrance Name of InvIT Name of the recognised stock exchanges where the units of InvIT are liste....
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....le 1 Filing of draft offer document by Trust for public comments 0 Websites of SEBI, Stock Exchanges, InvIT, Lead Managers 2 Details of Strategic Investors Before filing OD In the Offer Document 3 Details of anchor investors allotment 1 day before issue opening date Website of Stock Exchanges, investment manager, Sponsor, Lead Manager 4 Price band Advertisement and relevant financial ratio 2 working days before IPO opens Website of Stock Exchanges, investment manager, Sponsor 5 Issue opening date After 5 working days after filing of OD with SEBI Stock Exchanges website 6 Availability of application forms Till issue closure date Stock Exchanges website 7 Availability of material documents for inspection by investors Till issue closure date Address given in Offer Document 8 Advertisement on subscription and basis of allotment Within 10 days Website of the InvIT, sponsor, investment manager and stock exchanges 9 Allotment status and allotment advice completion of basis of allotment By email / post RIGHTS OF INVESTORS 1. Investors can request for copy of offer document to a....
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....s included in the Bid cum Application Forms; 15. Ensure that the category and the Bidder status is indicated; 16. Submit revised Bids at the same Bidding Centre of a Designated Intermediary, through which the original Bid was placed and obtain a revised Acknowledgement Slip, as the case may be; DONT'S FOR THE INVESTORS: 1. Do not Bid for lower than the Minimum Bid Size; 2. Do not submit a Bid without payment of the entire Bid Amount; 3. Do not Bid less than the Floor Price or higher than the Cap Price; 4. Do not Bid on another Bid cum Application Form after you have submitted a Bid; 5. Do not pay the Bid Amount in cash, by money order or postal order or stock invest and in relation to ABSA Bidders, in any other mode other than blocked amounts in the ASBA Accounts; 6. Do not send Bid cum Application Forms by post and only submit the same to a Designated Intermediary at a Bidding Centre; 7. Do not fill up the Bid cum Application Form such that the Units Bid for exceed, the Offer Size or investment limits, or the maximum number of Units that can be held or the maximum amount permissible under applicable laws or under the terms of the Offer Document; ....
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.... receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter or e-mail from the investor addressed to the lead manager at its address or e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc. 2. Letter or e-mail from the investor addressed to the issuer, registrar to the issue, stock exchanges, at their address or e-mail ID mentioned in the offer document, detailing nature of grievance, details of application, details of bank account, date of application etc. 3. On SEBI SCORES platform. Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period. 1. Availability of application form 2. Availability of offer document 3. Process for participating in the issue/ mode of payments 4. List of SCSBs/ syndicate members 5. Date of issue opening/ closing/ allotment/ listing 6. Technical setbacks in net-banking services provided by SCSBs 7. Any other query of similar nature RESPONSIBILITIES OF INVE....
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.... * Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month * Inclusive of complaints of previous months resolved in the current month # Inclusive of complaints pending as on the last day of the month Last 3 years' trend SN Year Carried forward from previous year during the year Received Resolved during the year Pending at the end of the year 1 2018-19 2 2019-20 3 2020-21 Grand Total Annexure - 11.^[75] [see Chapter 13] Private Placement of units by InviTs VISION STATEMENT To continuously earn trust of investors and emerge as solution provider with integrity. MISSION STATEMENT 1. Act in investors' best interests by understanding needs and developing solutions. 2. Enhance and customise value generating capabilities and services. 3. Disseminate complete information....
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....e that the Beneficiary Account is activated, as Allotment will be in dematerialized form only; 6. Bidders are required to sign the Application Form. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Application Form; 7. Application Forms must be duly completed with information including the name of the Bidder, the number of the Units applied for and the Bid Amount deposited in the Designated Account, and include details of the bank account from which payment of the Bid Amount was made as well as a confirmation of funds transfer. 8. Submit the Application Form to the Lead Manager either through electronic form or through physical delivery at the address mentioned in the Placement Memorandum only during the Bid/issue period 9. Make payment of the entire Bid Amount for the Units at the Issue Price, only through electronic transfer to the Designated Account during the Bid/Issue Period, along with the Application Form. 10. Payment of Bid Amount for Units shall be made from the bank account of the relevant Bidder applying for Units. The Bid Amount payable on Units to be held by joint holders shall be paid from the bank account of the p....
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....evance for which the aforesaid timeline is applicable 1. Non receipt of units in demat account 2. Non receipt of refund, if applicable 3. Any other grievance as may be informed from time to time Mode of receipt of investor grievance The following modes of receipt will be considered valid for processing the grievances in the timelines discussed above 1. Letter or e-mail from the investor addressed to the lead manager at its address or e- mail ID mentioned in the Placement Memorandum, detailing nature of grievance, details of application, details of bank account, date of application etc. 2. Letter or e-mail from the investor addressed to the issuer, registrar to the issue, stock exchanges, at their address or e-mail ID mentioned in the Placement Memorandum, detailing nature of grievance, details of application, details of bank account, date of application etc. 3. On SEBI SCORES platform. Nature of enquiries for which the Lead manager shall endeavour to resolve such enquiries/ queries promptly during the issue period. 1. Process for applying in the private placement of units and making payment for the same 2. Terms of private placement, allotment metho....
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.... total of time taken to resolve each complaint in days, in the current month divided by total number of complaints resolved in the current month * Inclusive of complaints of previous months resolved in the current month # Inclusive of complaints pending as on the last day of the month Last 3 years' trend SN Year Carried forward from previous year Received during the year Resolved during the year Pending at the end of the year 1 2018-19 2 2019-20 3 2020-21 Grand Total Annexure - 13.^[77] [see Chapter 2] Part A: Process for investor application submitted with UPI as mode of payment 1. Bidding and validation process 1.1. Before submission of the application with the intermediary, the investor would be required to have / create a UPI ID, with a maximum length of 45 characters including the handle (Example: InvestorID@bankname) 1.2. An investor shall fill in the bid details in the application form along with his/ her bank account linked UPI ID a....
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....exchange shall allow modification of either DP Id/Client ID or PAN but not the both. 2.7. The payment accompanied with any upward revision of Bid, shall be adjusted against the payment made at the time of the original bid or the previously revised bid. An investor shall not be allowed to withdraw or lower the size of the bid(s) of the application at any stage. 2.8. The modification session timing shall be kept open till 11 am (T +1 working day) with mandate confirmation cut off-time of 12:00 p.m. on T +1 working day. For such bids, on successful validation of PAN and DP ID/ Client ID combination during T+1 modification session, such bids will be sent to Sponsor Bank for further processing by the Exchange on T+1 day till12 PM 2.9. Sponsor Bank may not accept bid details from Stock Exchanges post 12 PM on T+1 working day. Sponsor Bank to initiate request for blocking of funds of investor, with confirmation cut off-time of 12:00 p.m. on T +1 working day. All pending requests at the cut-off time would lapse. 2.10. Applicant to accept mandate request for blocking of funds prior to cut off-time of 12:00 p.m. on T+1 working day. Sponsor Bank to send confirmation of funds block....
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....ue account, the units would be credited to the investor's account. The investor will be notified for full/partial allotment. For partial allotment, the remaining funds would be unblocked. For no allotment, mandate would be revoked and application amount would be unblocked for the investor. 3.6. Thereafter, Stock Exchanges will issue the listing and trading approval. Part B: Data fields required in Application-and-Bidding-Form relating to UPI 1. Main Application form 1.1 Payment details -UPI ID with maximum length of 45 characters 1.2 Acknowledgement Slip for SCSB / Broker / RTA / DP 1.2.1 Payment details to include UPI 1.3 Acknowledgement Slip for bidder 1.3.1 Payment details to include UPI ID 2. Overleaf of Main Application Form 2.1 UPI Mechanism for Blocking Fund would be available for Application value upto Rs. 5 Lac 2.2 Bidder's Undertaking and confirmation to include blocking of funds through UPI mode 2.3 Instructions with respect to payment / payment instrument to include instructions for blocking of funds through UPI mode Annexure - 14.^[78] [see Chapter 19] (On the letter head of the Practicing Company Secreta....
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.... (b) The investment manager of the InvIT has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder insofar as it appears from my/our examination of those records. (c) The following are the details of actions taken against the InvIT, parties to the InvIT, its promoters, directors either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder: Sr. No. Action taken by Details of violation Details of action taken E.g. fines, warning letter, debarment, etc. Observations/ remarks of the Practicing Company Secretary, if any. (d) The investment manager of the InvIT has taken following actions to comply with the observations made in previous reports: Sr. No. Observations of the Practicing Company Secretary in the previous reports Observations made in the secretarial compliance report for the year ....
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....Exchange. ^&Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen. *to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the investment manager in continuity without any cooling off period. ll. Composition of Committees Name of Committee Whether Regular chairperson appointed Name of Committee members Category (Chairperson/Non-Independent/Independent /Nominee)^& Date of Appointment Date of Cessation 1. Audit Committee 2. Nomination & Remuneration Committee 3. Risk Management Committee 4 Stakeholders Relationship Committee ^&Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphe....
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.... be given by the investment manager and instead a statement "same as previous quarter" may be given. PART B Format to be submitted by investment manager for the financial year I. Disclosure on website of InvIT Item Compliance status (Yes/No/NA)^refer note below If Yes provide link to website. If No / NA provide reasons a) Details of business b) Financial information including complete copy of the Annual Report including Balance Sheet, Profit and Loss Account, etc. c) Contact information of the designated officials of the company who are responsible for assisting and handling investor grievances d) Email ID for grievance redressal and other relevant details e) Information, report, notices, call letters, circulars, proceedings, etc. concerning units f) All information and reports including compliance reports filed by InvIT with respect to units g) All intimations and announcements made by InvIT to the stock exchanges h) All complaints including SCORES complaints received by the InvIT ....
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....s and senior management 26G Note 1 In the column "Compliance Status", compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of InvIT Regulations, "Yes" may be indicated. Similarly, in case the InvIT has no related party transactions, the words "N.A." may be indicated. 2 If status is "No" details of non-compliance may be given here. 3 If the investment manager would like to provide any other information the same may be indicated here. Name & Designation Compliance Officer / CEO PART C Format to be submitted by investment manager within three months from the end of financial year Affirmations Broad heading Regulation Number Compliance status (Yes/No /NA)^refer note below Copy of annual report of the InvIT including balance sheet, profit and loss account, governance report, secretarial compliance report displayed on Website 26J, 26K and this Master Circular Presence of Chairperson of Audit Committee at the Annual Meeting of Unitholders 26G Presence of Chairperson of the nomination and remuneration committee....
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....ot recover such interest in the form of fees or any other form, payable to the Investment Manager by the InvIT. 3. Designating Nodal Officer: The Investment Manager shall designate as 'Nodal Officer', a person who may either be a Director, Chief Financial Officer, Company Secretary or Compliance Officer of the Investment Manager. Such officer shall be the point of contact for unitholders entitled to claim their unclaimed amounts, SEBI, Stock Exchange(s) and Depositories. The Investment Manager shall display the name, designation and contact details of the Nodal Officer on the website of InvIT. In case there is a change in the Nodal Officer due to any reason, the InvIT shall designate another person as a Nodal Officer within fifteen days of such change. 4. Display of information w.r.t. unclaimed amounts by an InvIT on its website: The Investment Manager, shall, within a period of thirty days of transferring the unclaimed amount to the Unpaid Distribution Account, upload the details on the website of InvIT, as given below: Amount lying unclaimed (including penal interest, if any) (in INR) Category (Interest/ Dividend/ Repayment of Capital/ Any....
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....within which the unitholder can submit documents, provide clarifications etc. 7.6. conditions for rejection of claim and option of re-filing of a claim by the unitholder; 7.7. timeline within which the claim shall be processed by the Investment Manager; 7.8. contact details (email ID and phone number) wherein unitholders can raise their queries or grievances, if any, relating to their claim. The said policy shall be displayed on the website of the InvIT. 8. Processing of claim by the InvIT: 8.1. The Investment Manager shall create an internal policy w.r.t. the process to be followed for verification of claims including the documents to be taken into account, facility to check status of claim by unitholder, etc. 8.2. Upon receipt of a claim application, if the Investment Manager, upon examination, finds it necessary to call for further information or finds such application or document(s) to be defective or incomplete in any respect, it shall intimate the unitholder, of such need for information or defects or incompleteness, by e-mail or other written communication. The Investment Manager shall direct the unitholder to furnish such information or to rectify such def....
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....e hundred rupees for each day that the failure continues, subject to a maximum of ten lakh rupees. The Investment Manager shall not recover such penalty in the form of fees or any other form, payable to the Investment Manager by the InvIT. Any penalty amount so transferred to the IPEF shall be utilised for the purposes described under Regulations 5 (1) and 5 (2) of the IPEF Regulations. 3. Information to be submitted along with fund transfer: The Investment manager shall provide information about the unclaimed amount transferred to the IPEF, as per prescribed format (enclosed as Form - A 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]. 4. Display of information w.r.t. unclaimed amounts by Investment manager on the website of InvIT: The Investment manager, shall, within a period of thirty days of transferring the unclaimed amounts to the IPEF, upload the details on the website of InvIT, as given below: Name of InvIT Amount lying unclaimed in Unpaid Distribution Account as at end of seven years (in INR) Category (Interest/Dividend/Rep....
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....rch facility for a unitholder on the website of the InvIT, Policy for filing of claim by a unitholder and Processing of claim of a unitholder by the Investment Manager, Maintenance of records and Update of information by the Investment Manager, as prescribed in Part I above, shall apply, mutatis mutandis, at the stage of transfer of funds from the Unpaid Distribution Account to IPEF, as well. B. Procedures applicable to unitholders: 9. Procedure for claim by a unitholder: Any unitholder claiming to be entitled to any unclaimed amount transferred to the IPEF by the InvIT, may apply to the InvIT for payment of such amount, in the format and manner as prescribed by the InvIT. C. Processing of refund claim of the InvIT from IPEF: 10. Processing of refund application: Upon receipt of a refund application from a InvIT, the Board shall: 10.1.verify the documentation and satisfy itself of the correctness of information submitted and process refund of the amount paid by the InvIT to the unitholder. The refund amount shall not exceed the amount transferred by the InvIT against such unitholder in IPEF; 10.2.require the InvIT, to furnish further information or clarifications,....
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.... I. Details of the InvIT: 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 Bank, IFSC Code, Branch address) - II. Details of amount claimed for refund: 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/ Others) Date of Payment to IPEF Amount paid to unitholder (in INR) Date of payment to unitholder (dd/mm/yyyy) III. Enclosures: 1. Declaration that above claim has not been made earlier or received refund from the IPEF. 2. Copy of PAN, proof of identity, proof of address, proof of holding units of InvIT/ demat account statement. ....
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....rence to SEBI InvIT regulations. ii. Generate revenue from long-term infrastructure projects such as toll roads, power transmission, renewable energy, telecom towers, data centers, optical fiber lines, logistics infrastructure and such other infrastructure assets. iii. Operate under a structured framework with a Sponsor, Trustee, Investment Manager, and Project Manager, ensuring adherence to SEBI InvIT regulations. iv. Optimize performance through acquisitions, operational improvements, refinancing, and strategic asset management. v. Maintain a minimum of 80% investment in operational, revenue-generating assets. vi. In case of publicly listed InvlTs, a maximum investment of 10% of AUM is allowed in under-construction projects over and above investment in operational and revenue-generating assets. vii. Distribute not less than 90% of net distributable cash flows of the InvIT to unitholders periodically. viii. Provide periodic updates on NAV, acquisition, portfolio performance, financial information, corporate governance reports, credit ratings and other regulatory filings through its website. ix. Publish annual ....
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....er or any other party for addressing the request, such matters will be addressed within a period of 15 days from the receipt of such documents to the RTA's satisfaction. 2 Resolution of investor grievances by SEBI for grievances received on SCORES platform and Online Dispute Resolution Mechanism (ODR)* (*SEBI also requires that the status of investor grievances be disclosed periodically) - Within 21 calendar days from the receipt of such complaint Disclosure / Reports Sr. no. Description of Service / Activity Frequency of Reporting Time taken for providing service 1 Intimation regarding any change in InvIT structure, sponsor, investment manager, or trustee Within 24 hours from any such change 2 Disclosure of Audited Financials Annual Within 60 days from the end of the financial year 3 Disclosure of quarterly / half yearly unaudited financials Quarterly / Half yearly Within 45 days from the end of quarter / half year 4 Disclosure of Half-yearly, Annual and Quarterly Reports* (*as per mandatory disclosures requirements laid down in SEBI InvIT Regulations) - 1. Annual Report - within 3 m....
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....ts and redressal status Quarterly Within 21 days from the end of each quarter 10 Disclosure of Annual Secretarial Compliance Report Same for both Publicly and Privately Listed InvITs Within 60 days from the end of the financial year. 11 Disclosure of Credit Rating To be reviewed annually by the registered credit rating agency Also, upon any change in credit rating obtained by the InvIT Review to be completed within 30 days from the end of the financial year and intimation to be sent immediately Further, details of any credit rating obtained by the InvIT and any change in the disclosed rating shall also be intimated promptly. Others Sr. no. Description of Service / Activity Frequency of Reporting Time taken for providing service 1 InvIT website to remain functional and updated with latest content Continuous To be updated up to last 2 days 5. GRIEVANCE REDRESSAL MECHANISM FOR INVESTORS i. All Infrastructure Investment Trusts (InvlTs) are required to publicly display their investor grievance redressal policy on their websites, outlining the process for how investors can lodge and resolve complaints against the InvIT.....
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....egulatory changes and their impact on investments. xi. Understand and stay informed about the tax implications related to investing in InvlTs, including taxation on capital gains on sale of units xii. Keep critical information such as user ID, password, etc. confidential. Do change the passwords frequently. xiii. Read communications / notices / financial reports / press releases / FAQs, etc. sent / or published by the InvIT via newspapers, email, website, etc. B. DONT's FOR THE INVESTORS i. Do not invest based solely on hearsay or unsolicited advice. ii. Do not fall for the promise of indicative or exorbitant or assured returns. iii. Do not invest in unregistered or unauthorized investment schemes that claim to be InvlTs. iv. Do not ignore the terms and conditions outlined in investment documents. v. Do not delay the reporting of any discrepancies or grievances. vi. Do not issue blank cheques or blank signed transaction instructions. vii. Do not use third-party bank accounts for fund flows for subscription of units. 7. RIGHTS OF INVESTORS i. Right to receive timely distribut....
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....ted entities; avoid speculation, rumours, or informal advice. iii. To stay informed about the InvIT' s performance, market conditions, and regulatory updates. iv. To consistently monitor and comply with SEBI Circulars and amendments to SEBI InvIT Regulations. v. To use designated grievance redressal channels for raising concerns and resolving issues. vi. To keep critical information such as user IDs, passwords, and financial details confidential. vii. To be cautious of misleading promises of assured, indicative, or exorbitant returns. viii. To regularly review communications, notices, addendums, FAQs and press releases from the InvIT via website, newspapers, email, and official sources. ix. To provide and keep KYC details updated with the Depository Participant (DP), including address, tax status, residency, PAN, and bank account details including details in demat account. x. To ensure that email address and mobile number are up to date and promptly update any changes with the DP. 9. DUTIES OF BHARAT INVITS ASSOCIATION AS A DESIGNATED BODY FOR REDRESS OF INVESTOR COMPLAINTS i. Support Grievance ....
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....nbsp; 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 the year Part C: For disclosure in the Annual Report 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 the year Part D: Trend of monthly disposal of complaints (including complaints received through SCORES) Sr. Nos: Month Carried forward from previous quarter Received Resolved* Pending ** 1 2 3 4 5 6 1. April- YYYY 2. May- YYYY 3. June- YYYY ....
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....mpliances by Infrastructure Investment Trusts (InvlTs) 12/06/2025 SEBI/HO/DDHS/DDHS/PoD-2/P/CIR/2025/89 Investor Charter Infrastructure Investment Trusts (InvITs) [1] Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/83 dated July 24, 2017 [2] Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016 [3] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [4] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [5] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [6] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [7] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [8] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022 [9] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [10] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022 [11] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [12] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022 [13] Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019 [14] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022 [15] Circular N....
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....] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021 [46] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/15 dated February 09, 2022 [47] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/087 dated June 24, 2022 [48] Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/123 dated September 22, 2022 [49] Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/14 dated January 12, 2023 [50] Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/76 dated May 22, 2023 [51] Circular No. SEBI/HO/DDHS-POD-2/P/CIR/2023/102 dated June 26, 2023 [52] Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/100 dated June 26, 2023 [53] Circular No. SEBI/HO/DDHS/PoD2/P/CIR/2023/107 dated June 27, 2023 [54] Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/174 dated October 31, 2023 [55] Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/174 dated October 31, 2023 [56] Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023 [57] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/109 dated August 06, 2024 [58] Circular No. SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/178 dated November 08, 2023 [59] Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 November 13, 2024 [60] Circular No.....