TaxTMI 
TaxTMI 
International Financial Services Centres Authority (Fund Management) Regulations, 2025.
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....he terms defined herein shall bear the meanings as assigned below, and their cognate expressions and variations shall be construed accordingly, - (a) "Act" means the International Financial Services Centres Authority Act, 2019 (50 of 2019); (b) "accredited investor" means any person who fulfils the eligibility criteria as specified by the Authority; (c) "advertisement" shall include all forms of communication issued by or on behalf of the fund management entity that may influence investment decisions of any investor/prospective investors; (d) "associate" means- (i) a company or a limited liability partnership (LLP) or a body corporate in which a director or trustee or partner of the FME or the FME or any fiduciaries as defined in regulation 17 of these regulations, either individually or collectively, hold twenty per cent. (20%) or more of its paid-up equity share capital or partnership interest, as the case may be; (ii) a company or a limited liability partnership or a body corporate, either individually or collectively, hold twenty per cent. (20%) or more of its paid-up equity share capital or partnership interest, as the case....
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....management, exercises or may exercise, any degree of discretion as to the investment of funds or management of the portfolio of securities of the client, as the case may be; (l) "family investment fund" means a fund, pooling money only from a single family under one or more investment vehicles and has been set up in terms of these regulations; (m) "foreign jurisdiction" means a country, other than India, whose securities market regulator is a signatory to International Organization of Securities Commissions' Multilateral Memorandum of Understanding (Appendix A signatories) or a signatory to a bilateral Memorandum of Understanding with the Authority, and which is not identified in the public statement of Financial Action Task Force as: (i) a jurisdiction having a strategic Anti-Money Laundering or Combating the Financing of Terrorism deficiencies to which counter measures apply; or (ii) a jurisdiction that has not made sufficient progress in addressing the deficiencies or has not committed to an action plan developed with the Financial Action Task Force to address the deficiencies; (n) "fund management entity (FME)" means an entity re....
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....d amalgamation; (x) "offer document" means any document by which a Registered FME (Retail) invites public for subscription in a retail scheme, exchange traded fund, or public offer by an Investment Trust; (y) "open ended scheme" means a scheme which is not a close ended scheme; (z) "placement memorandum" means any document by which a FME invites accredited investors or investors investing above a specified threshold to invest in a Venture Capital scheme or a restricted scheme or a private placement by an Investment Trust; (aa) "portfolio" means the total holdings of securities and financial assets belonging to any person; (bb) "principal officer" means an employee designated as such by the FME under sub-regulation (1) of regulation 7; (cc) "recognised stock exchange" means a recognised stock exchange in IFSC; (dd) "Registered FME" shall mean a FME which has received a Certificate of registration as Registered FME (Non-Retail) or Registered FME (Retail); (ee) "restricted scheme" means a scheme offered on private placement basis only to "accredited investors" or investors investing at least USD 1,50,000 and not h....
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....e case may be. CHAPTER II REGISTRATION OF FUND MANAGEMENT ENTITY (FME) Obligation to seek registration 3. (1) Any entity, desirous to undertake the business of fund management under these regulations shall not commence operations in an IFSC unless it has obtained a certificate of registration from the Authority as a FME under any of the categories mentioned in sub-regulation (4). (2) An entity desirous of obtaining a certificate of registration as a FME in IFSC shall submit an application form including the declarations and undertakings in the manner as specified in First Schedule along with documents and application fees as specified by the Authority. (3) An application which is not complete in all respects shall be liable to be rejected. (4) The applicant shall seek registration under any of the following three categories: (a) Authorised FME: (i) The FMEs that pool money from accredited investors or investors investing above the specified threshold by way of private placement and invest in start-ups or early-stage ventures through Venture Capital Scheme; (ii) The FMEs set up by a Single Family to manage its Family Investment Fund fo....
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....stered or regulated by a financial sector regulator in India or a foreign jurisdiction for conducting similar activities. (2) A FME operating in branch structure in an IFSC shall comply with the following conditions: (a) the parent entity shall adequately ring fence the operations of the branch in IFSC; (b) the parent entity shall maintain such minimum capital as may be specified by the Authority, which shall at all times be earmarked for its branch in IFSC and may be held in the jurisdiction where the parent entity is incorporated; and (c) any other requirements as may be specified by the Authority. (3) The memorandum of association in case of a company, or the LLP agreement in case of a LLP, shall permit it to carry on the activity of Fund Management. (4) A Registered FME (Retail) shall have at least four (4) directors with at least fifty per cent. (50%) of them to be independent directors and not associated with the FME. Track Record and Reputation of Fairness 6. (1) The applicant shall have a sound track record and general reputation of fairness and integrity in all its business transactions. (2) For the purposes of sub-regulation (1....
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....ed that appointment of the additional KMP shall be made within 6 months from the end of such financial year. Provided further that continuation of the additional KMP shall be optional, if the AUM remains below USD 1 billion for any 2 subsequent consecutive financial years and there is a reasonable expectation that the AUM shall not exceed USD 1 billion in the near term: Provided also that FMEs which are set up by Government and Government related investors such as central banks, sovereign wealth funds, international or multilateral organizations or agencies including entities controlled or at least seventy-five per cent. (75%) directly or indirectly owned by such Government and Government related investor wherein such investors are the sole contributors, directly or indirectly, of the schemes launched by such FMEs, the appointment of the additional KMP may not be required. (5) The applicant shall ensure that the aforementioned principal officer as specified under sub-regulation (1) and other KMPs as specified under sub-regulations (2), (3) and (4), shall be based out of IFSC and meet the following educational qualification and experience requirements: (a) A profes....
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....ion, and for KMP referred under sub-regulation (2) it shall also include Bachelor of Laws (LLB) from a university or an institution recognised by the Central Government or any State Government or a recognised foreign university or institution or association. (6) The employees of FME, shall undergo such certification courses from such institutions, as may be specified by the Authority. (7) The proposal on the portfolio composition of a fund shall be initiated by a person who is based in the office of the FME in the IFSC. (8) The FME shall appoint other personnel commensurate with the size of its operations and activities. (9) Any appointment and changes to the KMPs appointed under sub-regulation (1), (2), (3) and (4) of this regulation shall take place only in the manner as specified by the Authority. Net worth requirements 8. (1) An entity seeking registration as a FME shall at all times comply with the net worth requirements as specified in Second Schedule of these regulations or such other amount as may be specified by the Authority. (2) An entity operating as a branch shall at all times comply with the minimum net worth requirements specified in these regula....
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.... (ix) the person has been found to be of unsound mind by a court of competent jurisdiction and the finding is in force; (x) the person is financially not sound or has been categorized as a wilful defaulter; (xi) the person has been declared a fugitive economic offender; or (xii) any other disqualification as may be specified by the Authority. (3) Where any person has been declared as not 'fit and proper person' by an order of a regulatory authority, such a person shall not be eligible to apply for any registration, until she satisfies the fit and proper criteria. Infrastructure Requirements 10. (1) The entity has the necessary infrastructure like adequate office space, equipment, communication facilities and manpower to effectively discharge its activities under these regulations and circulars issued thereunder. The infrastructure requirements should be commensurate to the size of its operations in IFSC. (2) The office shall be dedicated, secured and accessible only by authorised person(s) of the FME. Furnishing of Information 11. (1) The Authority may require the applicant to furnish any further information or clarificat....
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....render of certificate of registration shall be effective only after its acceptance by the Authority. Constitution of the Fund / Scheme 17. (1) A FME may launch various schemes as provided under these regulations. (2) A FME, prior to the filing of a scheme document with the Authority, shall appoint fiduciaries as follows: (a) Board of Directors in case the scheme is set up in the form of a Company; (b) Designated Partners in case the scheme is set up in the form of a Limited Liability Partnership; or (c) Trustees (including the Board in case of a Trustee company) in case the scheme is set up in the form of a Trust. (3) A FME shall ensure that all the fiduciaries meet with the fit and proper requirements as specified in this Chapter. (4) A FME intending to launch retail schemes shall take prior approval of the Authority for appointing any person as a fiduciary. (5) The fiduciaries shall comply with the Code of Conduct and obligations as detailed in Part B of Third Schedule. CHAPTER III SCHEMES FOR FUND MANAGEMENT PART A: VENTURE CAPITAL SCHEMES Venture Capital Schemes 18. A Venture Capital Scheme under this Part shall be fil....
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....t USD 250,000 and Accredited Investors shall be permitted to invest in such schemes: Provided that where the investors are employees or directors or designated partners of the FME, the minimum value of investment shall be USD 60,000: Provided further that a FME may accept investments in a Venture Capital scheme from multiple investors acting together as joint investors, wherein each such investor shall invest at least the minimum applicable investment amount: Provided also that the total investments by the following individuals when acting as joint investors, shall be at least USD 250,000: (i) An investor and his/her spouse; (ii) An investor and his/her parent; (iii) An investor and his/her daughter/son. Provided also that the minimum investment threshold specified above shall not apply to an Accredited Investor. Explanation .- A Registered FME intending to launch Venture Capital Schemes to target more than fifty (50) investors or pool money from investors investing with lower application size of USD 150,000 shall be able to do so under restricted schemes as provided under Part B of this Chapter. Nature and structure of Scheme 21. (1)....
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....illion, and the total corpus shall not exceed USD 200 Million. (2) Venture Capital scheme may invest in its associate, subject to the prior approval of seventy-five per cent. (75%) investors in the scheme by value. (3) Venture Capital schemes shall invest at least 80 per cent. (80%) of the corpus in Investee Companies where not more than ten (10) years have elapsed since incorporation of such companies, or other schemes which meet such requirement. (4) Venture Capital schemes shall not buy or sell securities from associates, other schemes of the FME or its associates, or an investor who has committed to invest at least fifty per cent. (50%) of the corpus of the scheme, unless prior approval has been obtained from seventy-five per cent. (75%) investors in the scheme by value: Provided that the voting process shall exclude such investor(s) who has committed to invest at least fifty per cent. (50%) of the corpus of the scheme and is buying or selling the securities, from or to the scheme: Provided further that such approval from investors may not be required for a fund of funds scheme which has disclosed in its placement memorandum the details of the underlying scheme(s....
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....ent shall not apply in case of a fund of funds scheme that invests in scheme(s) regulated by a financial sector regulator, directly or through a manager, in IFSC, India or foreign jurisdiction(s), which are valued by any independent entity. Computation of NAV 27. (1) The FME shall compute the NAV of each Venture Capital scheme at least on an annual basis. (2) The procedure and methodology for calculating the NAV should be fully documented, and such documentation should be regularly verified and amended, if required. Contribution by the FME in the scheme 28. (1) Under a Venture Capital scheme, the FME or its associate shall invest :- (a) at least 2.5% of the targeted corpus and not exceeding 10% of the targeted corpus in a scheme with targeted corpus up to USD 30 Million; (b) at least USD 750,000 and not exceeding 10% of the targeted corpus in a scheme with targeted corpus more than USD 30 Million: Provided that the contribution by the FME or its associate shall not be mandatory in case of relocated schemes established or incorporated or registered outside India to IFSC. Provided further that the ceiling of 10% shall not apply for V....
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....ng venture capital funds, SME Funds, social venture / impact funds, infrastructure funds, ESG Funds, Special Situation funds (as detailed in Part D of this Chapter) and such other Schemes/Funds as may be specified by the Authority; and shall be filed before the Authority as Category I Alternative Investment Fund. Explanation I .- A Scheme filed under clause (a) may be construed as Category I Alternative Investment Fund as referred under the Income Tax Act, 1961, the Foreign Exchange Management Act, 1999, or any rules, regulations, circulars, notifications, guidelines, etc. issued under these Acts or any other relevant statute. Explanation II .- Venture capital funds under this Part shall not be required to comply with conditions specified for Venture Capital schemes as specified under Part A of Chapter III of these regulations. (b) investment for undertaking diverse or complex trading strategies including investment in listed or unlisted derivatives; and shall be filed before the Authority as Category III Alternative Investment Fund. Explanation .- A Scheme filed under clause (b) may be construed as Category III Alternative Investment Fund as ref....
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....n the specified time period, it shall have the one-time option to extend the validity of the placement memorandum for a further period of 6 months by paying 50 per cent. (50%) of the fee as applicable for filing of a fresh scheme. (4) The FME shall ensure that any material changes from the information provided in the placement memorandum, shall be immediately informed to the Authority. Eligible Investors 32. (1) Restricted schemes shall not have more than one thousand (1000) investors or such number as may be specified by the Authority. (2) Investors investing at least USD 150,000 and Accredited Investors may invest in such schemes: Provided that in case of investors who are employees or directors or designated partners of the FME, the minimum value of investment shall be USD 40,000: Provided further that a FME may accept investments in a Restricted scheme from multiple investors acting together as joint investors, wherein each such investor shall invest at least the minimum applicable investment amount: Provided also that the following individuals, not more than two, when act as joint investors, the total investment by such individuals shall be at least USD 15....
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....s of these regulations, investment objective of the restricted scheme and disclosures made in the placement memorandum. (3) In addition to the above, a close ended scheme may invest up to twenty per cent. (20%) of the corpus in physical assets such as real estate, bullion, art or any other physical asset as may be specified by the Authority. Restrictions on Investment and Corpus of the Scheme 35. (1) In case of an open-ended scheme, the maximum investment in unlisted securities should not exceed twenty-five per cent. (25%) of the corpus of the scheme: Provided that in case of an open-ended fund of funds scheme, this requirement shall not be applicable if such scheme is investing in other open-ended scheme(s) which shall not have investment in unlisted securities in excess of twenty-five per cent. (25%) of their corpus. (2) The minimum size of corpus of the restricted schemes shall be USD 3 Million: Provided that an open-ended scheme may commence investment activities upon raising at least USD 1 Million in funds and shall achieve the minimum corpus of USD 3 Million within 12 months from the date of communication from the Authority that the placement memorandum of t....
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.... (6) The FME and the fiduciaries shall comply with the disclosure requirements as may be specified by the Authority. Borrowing 37. A restricted scheme may borrow funds or engage in leveraging activities, subject to the following conditions :- (a) The maximum leverage by the scheme, along with the methodology for calculation of leverage, shall be disclosed in the placement memorandum; (b) The leverage shall be exercised in accordance with the disclosures in the placement memorandum and any deviation therefrom shall be subject to consent of two-thirds (2/3rd) of the investors by value; and (c) The FME intending to employ leverage shall have a comprehensive risk management framework appropriate to the size, complexity and risk profile of the fund. Valuation 38. (1) The FME and fiduciaries shall ensure compliance of investment valuation norms specified in the Sixth Schedule. (2) In line with the investment valuation norms, the assets of the scheme shall be valued by an independent service provider, such as a fund administrator, a custodian, a credit rating agency registered with the Authority or a valuer registered with Insolvency and Bankrupt....
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.... the satisfaction of the Authority. (3) The said contribution, if brought in by FME, may be taken into consideration for the purpose of net-worth requirements as detailed under the Chapter II. (4) The said contribution shall be exempted if :- (a) at least two-thirds (2/3rd) of the investors in the scheme by value permits waiver of such contribution; (b) at least two-thirds (2/3rd) of the investors in the scheme are accredited investors; or (c) The scheme is a fund of funds scheme investing in scheme(s) with similar requirements. Co-investment and Leverage 41. (1) A restricted scheme may co-invest in permissible investments under sub-regulation (1) of regulation 34 through a SPV in accordance with the framework specified by the Authority or through a segregated portfolio by issuing a separate class of units. (2) The FME shall ensure that :- (a) The investments by such segregated portfolios shall, in no circumstances, be on terms more favourable than those offered to the common portfolio of the restricted scheme; and (b) Appropriate disclosures have been made in the placement memorandum regarding creation of segregated portf....
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....ent strategies including for investment in Social Ventures, Infrastructure, towards ESG objectives, specific sectors (sectoral schemes), certain themes such as infrastructure (thematic schemes), certain asset class (equity schemes, debt schemes, etc.) or a combination thereof or towards certain solution (retirement schemes, schemes for children education, etc.) subject to such terms and conditions as may be specified by the Authority. Permissible investments 46. (1) Subject to other provisions of these regulations, a retail scheme may invest only in the following instruments or entities in IFSC, India or foreign jurisdictions :- (a) Securities listed or to be listed or traded on stock exchanges; (b) Unlisted securities; (c) Money market instruments; (d) Debt securities; (e) Securitised debt instruments, which are either asset backed or mortgage-backed securities; (f) Units of other investment schemes subject to appropriate disclosure in the offer documents; (g) Derivatives including commodity derivatives only for the purpose of hedging subject to suitable disclosures in the offer document; or (h) Such oth....
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....be permitted to invest in other scheme(s) if such scheme(s) meets the requirement under this regulation. (4) Retail schemes shall not invest more than twenty-five per cent. (25%) of its AUM in a single sector: Provided that in case of financial services sector, the amount shall not exceed fifty per cent. (50%) of the AUM of the scheme: Provided further that the limit on sectoral caps shall not apply in case of a sectoral or thematic or an Index Scheme: Provided also that in case of a fund of funds scheme, the limit on sectoral cap shall not be applicable if such scheme is investing in other scheme(s) which does not have investment in a single sector in excess of 25% of their AUM, or 50% of their AUM in case of financial services sector or when such scheme(s) are sectoral or thematic or index scheme(s). (5) A Retail scheme shall not invest more than twenty-five per cent. (25%) of the AUM in its associate: Provided that this restriction shall not be applicable in case of fund of funds schemes which have made disclosure in the offer document regarding the details of the underlying scheme(s) wherein the investments are intended to be made and the nature of association....
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....wing shall not exceed six (6) months. Valuation 50. (1) The FME and fiduciaries shall ensure compliance with the investment valuation norms as specified in the Sixth Schedule. (2) In line with the investment valuation norms, the assets of the scheme shall be valued by an independent service provider such as a fund administrator, a custodian or a credit rating agency, registered with the Authority, or a valuer registered with Insolvency and Bankruptcy Board of India or such other person as may be specified by the Authority: Provided that the above requirement shall not apply in case of a fund of funds scheme that invest in scheme(s), regulated by a financial sector regulator, directly or through a manager, in IFSC or India or foreign jurisdiction(s), which are valued by any independent entity. Computation of NAV 51. (1) The FME shall ensure that the NAV of each retail scheme is computed on a daily basis in case of an open- ended scheme and on a weekly basis in case of a close-ended scheme; in such manner as specified by the Authority. (2) The procedure and methodology for calculating the NAV should be fully documented, and such documentation should be regularly ....
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....of India; (iii) whose borrowings are subject to corporate insolvency resolution process under Chapter II of the Insolvency and Bankruptcy Code, 2016; (iv) who have disclosed all the defaults relating to the payment of interest or repayment of principal amount on loans from banks / financial institutions/ Systemically Important Non-Deposit taking Non-Banking Financial Companies/ Deposit taking Non-Banking Financial Companies and /or listed or unlisted debt securities and such payment default is continuing for a period of at least ninety (90) calendar days after the occurrence of such default: Provided that in case of sub-clauses (iii) and (iv), the credit rating of the financial instruments or credit instruments or borrowings of the company has been downgraded to "D" or equivalent; d) Any other asset as may be specified by the Authority from time to time. (2) "special situation fund" means a scheme that invests in special situation assets in accordance with its investment objectives and may act as a resolution applicant under the Insolvency and Bankruptcy Code, 2016. Eligible FMEs and Filing of Placement Memorandum 55. (1) A Registe....
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....l situation fund shall be constituted in IFSC as a company or LLP or Trust or any other form as may be permitted by the Authority under the applicable laws of India. Permissible Investments 57. A special situation fund shall invest only in special situation assets. Scheme corpus, eligible investors, investment conditions 58. (1) A special situation fund shall have the minimum corpus as may be specified by the Authority. (2) A special situation fund shall accept such eligible investors as may be specified by the Authority. (3) A special situation fund shall comply with such additional investment conditions as may be specified by the Authority. Borrowing 59. A special situation fund shall not borrow or engage in any leveraging activities other than to meet day-to-day operational requirements. Other requirements 60. (1) The norms regarding disclosures, valuation, computation of NAV, contribution by the FME in the scheme as applicable to a close ended restricted scheme under Chapter III of these regulations shall apply to a special situation fund. (2) A special situation fund shall be considered as a category under restricted schemes and accordingly a s....
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....ies with the following norms :- (a) The index shall have a minimum of ten (10) stocks as its constituents; (b) For a sectoral/ thematic index, no single stock shall have more than thirty-five per cent. (35%) weightage in the index; and (c) For other than sectoral/ thematic indices, no single stock shall have more than twenty-five per cent. (25%) weightage in the index. (3) Equity Index based ETF shall replicate the underlying index to the extent of at least ninety-five per cent. (95%) of total assets. Debt Index based ETF 63. (1) The FME may launch an ETF replicating a Debt Index of IFSC or India or foreign jurisdiction. (2) A debt index-based fund that seeks to replicate a particular index shall ensure that such index complies with the following norms :- (a) The index shall have a minimum five (5) issuers as its constituents; (b) No single issuer shall have more than twenty-five per cent. (25%) weightage in the index; and (c) The rating of the constituents of the index shall be investment grade: Provided that the conditions specified in clauses (a) and (b) shall not apply to index-based funds investing in Governm....
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....Silver or bullion instruments such as Bullion Depository Receipts with underlying Silver and Exchange Traded Commodity Derivatives (ETCD) with silver as the underlying: Provided that the exposure to ETCDs having silver as the underlying shall not exceed ten per cent. (10%) of AUM of the scheme: Provided further the limit of ten per cent. (10%) shall not be applicable to Silver ETFs where the intention is to take delivery of the physical silver and not to rollover its position to next contract cycle. (2) Silver ETFs shall be benchmarked against the price of spot Silver at a recognised stock exchange or any other benchmark price as may be specified by the Authority and the FMEs shall endeavor to have tracking error as low as possible. (3) The FMEs shall ensure that for investment in physical Silver, the silver should have supplied by a refiner certified for complying with OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas. (4) Physical Silver shall be stored with a vault registered with the Authority. (5) Physical verification of silver underlying the Silver ETF units shall be carried out by an independen....
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....ed at NAV in ETF or USD 2,500 in value, averaged over a period of seven (7) consecutive trading days. Disclosures to investors 71. (1) The offer document for ETFs shall clearly include all disclosures which are material for investors to make an informed decision regarding investing in such ETFs. (2) The disclosures in the offer document shall inter-alia include investment objective, the targeted investors, investment style or strategy, investment methodology, proposed fees and expenses, risk management practices, KMPs of the FME and other relevant details of the FME and the ETF. (3) Any material deviation or alteration to the fund strategy should be made with the consent of at least two- thirds (2/3rd) of investors by value. (4) The FME shall ensure that the NAV is disclosed to the investors on a daily basis and the manner of such disclosure shall be detailed in the offer document. (5) The FME shall ensure that the portfolio under the ETF is disclosed to the investors and the manner of such disclosure shall be detailed in the offer document. (6) Any other material disclosure as considered suitable by the FME or the fiduciaries shall be informed to the investors....
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....o invest in securities and financial products in an IFSC, India or Foreign Jurisdiction: Provided that in case of a discretionary portfolio management service, it shall invest in the securities listed or to be listed or traded on the stock exchanges, money market instruments, units of investment schemes and other financial products as specified by the Authority from time to time. Disclosures 74. (1) The FME shall provide a disclosure document to the client, prior to entering into a portfolio management agreement with the client. (2) The FME shall ensure that a copy of disclosure document is available on its website. (3) The disclosure document referred to in sub-regulation (1) shall inter-alia contain details pertaining to the services offered, risk factors, client representation, financial performance, performance of portfolio manager, auditor observations, nature of expenses, taxation, investor grievance redressal mechanism and litigations by the regulatory authorities against the portfolio manager and its principal officers, directors/ partners/ designated partners and key managerial personnel. Portfolio Management Agreement. 75. (1) A FME shall enter into a....
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....sure that it is duly authorised to operate the said bank account either by itself or through a custodian and it shall provide the details of all such bank accounts including transactions carried out thereunder, to the Authority, whenever directed to do so: Provided further that when the funds of the clients are in a specific account maintained with a regulated broker dealer, the FME operating as portfolio manager shall ensure that - (i) adequate controls are in place to ensure requirement specified under sub-regulation (1) is complied with; (ii) it is duly authorised to operate the said account, and (iii) it shall provide the details of all such accounts including transactions carried out thereunder, to the Authority, whenever directed to do so. (3) A FME shall segregate each portfolio management client's holding in securities in separate accounts: Provided that this sub-regulation shall not apply if the investments of the clients are in jurisdictions permitting omnibus account structure. In such cases, FME shall ensure that the investment using omnibus structure is pursuant to prior consent of the clients; and adequate checks are in place to....
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....to ensure that the clients' securities are earmarked separately. (7) The FME operating as a portfolio manager, except those providing only advisory services, shall appoint a custodian in respect of securities managed or administered by it. General Obligations 79. (1) The FME shall charge an agreed fee from the clients for rendering portfolio management services without guaranteeing or assuring, either directly or indirectly, any return and the fee so charged may be a fixed fee or a return-based fee or a combination of both. (2) The FME in its capacity as a discretionary portfolio manager shall individually and independently manage the funds of the client in accordance with the needs of the client, in a manner which does not partake the character of a retail fund, whereas a non-discretionary portfolio manager shall manage the funds of the client in accordance with the directions of the client. (3) The FME shall ensure that any person or entity involved in the distribution of its services is carrying out the distribution activities in compliance with these regulations and the circulars and directions issued thereunder by the Authority from time to time. (4) The ....
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....or transfer to, the InvIT, satisfies the following conditions, (i) For PPP projects,- (a) the Infrastructure Project which is completed and revenue generating project; (b) the Infrastructure Project which has achieved commercial operations date (COD) and does not have the track record of revenue from operations for a period not less than one year; or (c) the Infrastructure Project is a pre-COD project; (ii) In non-PPP projects, the infrastructure project has received all the requisite approvals and certifications for commencing construction of the project; (b) "governing board" means a group of members assigned by the LLP to act in a manner similar to the board of directors in case of a company; (c) "holdco" or "holding company" means a company or LLP or any other structure as approved by the Authority- (i) in which Investment Trust holds or proposes to hold controlling interest, and not less than fifty-one per cent. (51%) of the equity share capital or interest, and which in turn has made investments in other SPV(s), which ultimately holds the infrastructure assets or property(ies), as the case may be; ....
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....bligations shall be in addition to the responsibilities as under the concession agreement or any such agreement entered into with the concessioning authority; (m) "project manager" means a company or LLP or a body corporate designated as the project manager by the InvIT, responsible for achieving execution /management of the project and in case of PPP projects, shall mean the entity responsible for such execution and achievement of project milestones in accordance with the concession agreement or any other relevant project document; (n) "real estate related assets" shall mean listed or unlisted debt securities and listed shares of or issued by property corporations, mortgage-backed securities, other property funds, and assets incidental to the ownership of real estate; (o) "REIT" or "Real Estate Investment Trust" means a trust registered as such under these regulations; (p) "REIT assets" means real estate assets and any other assets held by the REIT, on a freehold or leasehold basis, whether directly or through a holdco and/or a special purpose vehicle; (q) "special purpose vehicle" or "SPV " means any company or LLP or any other structu....
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....ation. (4) The Authority, if it so desires, may require the applicant or any authorized representative to appear before the Authority for personal representation in connection with the grant of certificate of registration. (5) The Authority, on receipt of all information and on being satisfied, may grant Certificate of Registration as an Investment Trust, subject to the applicant paying the applicable fee. Trust 85. The following are the eligibility conditions for the Investment trust: (a) The trust shall be created under the laws of India (IFSC or outside IFSC) or foreign jurisdiction; (b) The trust deed has its main objective as undertaking activity of Investment Trust (REIT or InvIT, as the case may be) and includes responsibilities of the Trustee in accordance with the requirements specified in these regulations; (c) persons have been designated as sponsor(s), investment manager and trustee and all such persons are separate entities. Sponsor 86. The following are the eligibility conditions for a sponsor of an Investment Trust: (a) Each sponsor shall hold or propose to hold not less than five per cent. (5%) of the number of u....
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..... (1) No initial offer of units by an Investment Trust shall be made unless,- (a) the Investment Trust is registered with the Authority; (b) the value of assets of Investment Trust is not less than USD 75 million; and (c) the offer size is not less than USD 35 million. (2) The minimum offer and allotment of units, to public through an offer document or placement memorandum in respect of Investment Trust, proposed to be listed on a recognised stock exchange shall be as per the below table: Post Issue Capital Minimum no./ value of units to be offered Less than USD 240 million At least twenty-five per cent. (25%) of the total outstanding units of the Investment Trust USD 240 million or more but less than USD 600 million At least USD 60 million Equal to or more than USD 600 million At least ten per cent. (10%) of the total outstanding units of the Investment Trust Provided that the units offered to sponsor or the investment manager or the project manager or their related parties or their associates shall not be counted towards units offered to the public. Private Placement With Listing 92. The fund raising by an Investment ....
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.... (c) The Investment Trust shall raise funds from not more than fifty (50) investors. (d) The Investment Trust shall file the final placement memorandum with the Authority within a period of ten (10) working days from the date of allotment of the units to the investors. Public Issues 94. The fund raising by an Investment Trust by way of public issue, shall be subject to compliance with the following: (a) The Investment Trust shall raise funds by way of initial public offer and any subsequent issue of units may be by way of follow-on offer, preferential allotment, qualified institutional placement, rights issue, bonus issue, offer for sale or any other mechanism and in such manner as may be specified by the Authority. (b) The Investment Trust, through the Investment Manager or an investment banker appointed by it, shall file a draft offer document along with the applicable fee, not less than thirty (30) working days before filing the offer document with the recognised stock exchange and the Authority. (c) The draft offer document filed with the Authority shall be made public for comments, if any, by hosting it on the websites of the Aut....
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....ll be determined through the book building process or in accordance with the circulars or guidelines issued by the Authority or the recognised stock exchange(s). (o) The Investment Trust shall refund money, - i. to all applicants in case it fails to collect subscription amount of exceeding ninety per cent. (90%) of the fresh issue size as specified in the offer document; ii. to applicants to the extent of oversubscription in case the money received is in excess of the extent of over-subscription as specified in the offer document: Provided that right to retain such over subscription cannot exceed twenty-five per cent. (25%) of the issue size: Provided further that the offer document shall contain adequate disclosures towards the utilisation of such oversubscription proceeds, if any, and such proceeds retained on account of oversubscription shall not be utilised towards general purposes. (p) Units may be offered for sale to public if such units have been held by the existing unitholders for a period of at least one (1) year prior to the filing of draft offer document with the Authority: Provided that the holding period f....
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....ed to be listed on a recognised stock exchange shall contain all information, to the extent applicable, as specified for an Investment Trust whose units are proposed to be listed on a recognised stock exchange. Continuous Obligations and Disclosure Requirements 96. (1) The Investment Trust listed on a recognised stock exchange shall comply with the continuous obligations and disclosure requirements specified by the recognised stock exchange(s). (2) The following disclosure requirements shall be applicable on an Investment Trust whose units are not listed on a recognised stock exchange: (a) The investment manager of the Investment Trust shall submit annual report, half-yearly report and valuation report to the trustee and unit holders of the Investment Trust, either electronically or through physical copies; (b) The annual and half yearly reports shall contain disclosures as specified for a privately placed Investment Trusts listed on a recognised stock exchange; (c) The investment manager shall disclose to the trustee and unit holders any information having bearing on the operation or performance of the Investment Trust which includes but is not ....
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....ing or holding interest of the REIT in the SPV, as applicable; (c) the investment manager shall ensure that in every meeting, including annual general meeting of the SPV, the vote of the Investment Trust is exercised. (2) The Investment Trust may invest in infrastructure projects or properties, as the case may be, through holdco, subject to the following: (a) the ultimate holding interest of the Investment Trust in the underlying SPV(s) is not less than twenty-six per cent (26%); (b) no other shareholder or partner of the holdco or the SPV(s) shall exercise any rights that prevent the Investment Trust, the holdco or the SPV(s) from complying with the regulatory requirements specified by Authority and recognised stock exchange(s) and an agreement has been entered into with such shareholders or partners to that effect prior to investment in the holdco and/or SPVs: Provided that the shareholders' agreement or partnership agreement shall provide for an appropriate mechanism for resolution of disputes between the Investment Trust and the other shareholders or partners in the holdco and/or SPV; Provided further in case of inconsistencie....
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.... these regulations and the investment strategy as detailed in the offer document: Provided that in case of PPP projects, the InvIT shall mandatorily invest in the infrastructure projects through holdco and/ or SPV. (2) In case of Public Issues of InvIT :- (a) At least eighty per cent. (80%) of the value of the InvIT assets shall be invested, proportionate to the holding of the InvITs, in completed and revenue generating infrastructure projects. Explanation I- If the investment has been made through a holdco and/ or SPV(s), only the portion of direct investments in completed and revenue generating projects by such holdco and/ or SPV(s) shall be considered under this clause, and the remaining portion shall be included in clause (b) of this sub- regulation. Explanation II- If any project is implemented in stages, the part of the project which can be categorised as completed and revenue generating project shall be considered under this clause and the remaining portion shall be included under clause (b) of this sub-regulation; (b) Not more than twenty per cent. (20%) of value of the InvIT assets shall be invested in: (i) under-construct....
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....ted shares of local or foreign non-property corporations; (d) government securities; (e) securities issued by a supranational agency; and (f) cash and cash-equivalent items. (3) The investments in case of public offer should be in compliance with the following requirements: (a) at least seventy-five per cent. (75%) of the REIT assets should be invested in income-producing real estate; (b) should not undertake property development activities, unless it intends to hold the developed property upon completion; (c) should not invest in vacant land and mortgages except for mortgage-backed securities: Provided that this requirement shall not apply to any land which is contiguous and extension of an existing project being implemented in stages; (d) the total contract value of property development activities undertaken and investments in uncompleted property developments should not exceed ten per cent. (10%) of the REIT assets: Provided that the total contract value of property development activities may exceed ten per cent. (10%) subject to a maximum of twenty five per cent. (25%) of the REIT assets only if....
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.... include any investment made in debt of the holdco and/ or SPV(s); (ii) equity shares of listed companies which derive not less than eighty per cent. (80%) of their operating income from real estate sector; (iii) government securities; (iv) securities issued by a supranational agency; and (v) money market instruments, liquid mutual funds or cash equivalents. Distribution policy 100. (1) With respect to distributions made by the Investment Trust and the holdco and/or SPV,- (a) not less than ninety per cent. (90%) of net distributable cash flows of the SPV shall be distributed to the Investment Trust /holdco in proportion of its holding in the SPV; (b) not less than ninety per cent. (90%) of net distributable cash flows of the Investment Trust shall be distributed to the unit holders; (c) with regard to distribution of net distributable cash flows by the holdco to the Investment Trust, the following shall be complied: (i) with respect to the cash flows received by the holdco from underlying SPVs, hundred per cent. (100%) of such cash flows received by the holdco shall be distributed to the Investment Trust;....
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.... obtain a credit rating of "AAA" or equivalent for its consolidated borrowing and the proposed borrowing, from a credit rating agency; (b) utilize the funds only for acquisition or development of infrastructure projects; (c) have a track record of at least six distributions, on a continuous basis, post listing, in the years preceding the financial year in which the enhanced borrowings are proposed to be made; and (d) obtain prior approval of unitholders. (d) If the conditions specified in the above sub-clauses are breached on account of market movements of the price of the underlying assets or securities, the investment manager shall inform the same to the trustee and ensure that the conditions are satisfied within six months of such breach. (2) An Investment Trust whose units are not listed on a recognised stock exchange may undertake borrowing to the extent permitted under the trust deed, after seeking approval from such number of investors as specified in the trust deed. Valuation of assets 102. (1) A full valuation shall be conducted by the valuer at least once in every financial year: Provided that such full valuation shall be co....
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....t, then investment manager shall require the valuer to undertake full valuation of the infrastructure project or property under consideration within not more than two (2) months from the date of such event and disclose the same to the trustee and the recognised stock exchange(s) within fifteen (15) days of such valuation. (7) The valuer shall not value any assets in which it has either been involved with the acquisition or disposal within the last twelve (12) months other than such cases where valuer was engaged by the Investment Trust for such acquisition or disposal. Surrender of certificate by an Investment Trust whose units are not listed 103. (1) An Investment Trust whose units are not listed on a recognised stock exchange may choose to surrender its certificate of registration to the Authority and on acceptance of surrender of certificate of registration, it shall no longer undertake the activity of an Investment Trust. (2) The Investment Trust and parties to the Investment Trust shall continue to be liable for all their acts of omissions and commissions with respect to activities of the Investment Trust notwithstanding surrender of registration to the Authority. ....
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....se regulations, a Family Investment Fund may invest monies only in the following instruments or entities in IFSC, India or foreign jurisdictions in the manner and to the extent as specified by the Authority :- (a) Unlisted securities; (b) Securities listed or to be listed or traded on stock exchanges; (c) Money market instruments; (d) Debt securities; (e) Securitised debt instruments, which are either asset backed or mortgage-backed securities; (f) Units of investment schemes; (g) Derivatives including commodity derivatives; (h) Limited Liability Partnerships; (i) Physical assets such as real estate, bullion, art, etc .; or (j) Such other securities or financial product/assets or instruments as specified by the Authority. Borrowing 107. A Family Investment Fund may borrow funds and engage in leveraging activities as per their risk management policy. CHAPTER VII LISTING Listing of open-ended schemes 108. The FMEs may list its open-ended schemes on recognised stock exchanges. Listing of close ended scheme 109. The FMEs may list its close ended schemes on recognised stock ....
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....ject to the terms and conditions as may be specified by the recognised stock exchanges. Disclosures 113. Schemes or ETFs or Investment Trust listed on the recognised stock exchanges shall make such disclosures as may be specified by the Authority or the recognised stock exchanges. Secondary Listing of an ETF or Investment Trust listed in India or Foreign Jurisdiction 114. (1) An ETF or Investment Trust (by whatever name it may be called outside IFSC) may be allowed to list and trade on a recognised stock exchange provided: (a) The ETF or Investment Trust, as the case may be, is listed in India (outside IFSC) or in a foreign jurisdiction; and (b) The ETF or Investment Trust is in compliance with the law of its home jurisdiction. (2) The application for listing of such ETF or Investment Trust shall be filed with the recognised stock exchange(s) in the format and manner provided by the recognised stock exchange(s). (3) The recognised stock exchange(s) may exempt the continuous obligations and disclosure requirements for ETFs or Investment Trust listed on them, provided that the FME submits all information and documents in English to such exchange(s)....
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.... explain its transactions and to disclose at any point of time the financial position of each scheme and in particular, give a true and fair view of the state of affairs of the scheme, and intimate to the Authority the place where such books of account, records and documents are maintained. (2) Every FME shall maintain and preserve at least the following books of accounts, records and documents, in electronic retrieval form for a minimum of eight years, namely: (a) a copy of the balance sheet at the end of each accounting period; (b) a copy of profit and loss account for each accounting period; (c) a copy of the auditor's report on the accounts for each accounting period; (d) a statement of net worth for each quarter; (e) documents relating to compliance with AML and CFT guidelines; (f) documents relating to account opening of each client and any power of attorney or signature authority forms of the clients; (g) relevant records and documents relating to its activities under these regulations; and (h) such other books of accounts, records and documents as may be specified by the Authority from time to ti....
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....er document / agreement; (c) the manner in which the guarantee is to be met has been stated in the offer document / agreement. Change in control 125. (1) A FME shall seek prior approval of the Authority in case of any direct or indirect change in control of the FME: Provided that where a FME operating in the form of branch is required to take prior approval from its sectoral regulator in its principal place of operation, it shall only inform such change to the Authority, within fifteen (15) days thereof. (2) The Authority may consider such request for change in control subject to such conditions, as deemed appropriate including offering exit opportunity to investors. Payment of Fees 126. A FME shall pay the fees pertaining to annual fees, scheme filing fee or any other fees as may be specified by the Authority from time to time. Advertisements 127. Advertisements issued by FME, if any, shall be in conformity with the Advertisement Code as specified in the Fifth Schedule of these regulations. Fees and Expenses of the Schemes. 128. (1) All fees and expenses should be clearly identified and appropriated separately for each scheme. (2) The FME ....
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....ngement to provide such information to Authority whenever directed to do so. Explanation II .- In case of schemes which are required to appoint custodian in IFSC in terms of the abovementioned provision, if any agreement has been entered into with a custodian which is not based in IFSC as on the date of notification of these regulations, such schemes shall be required to appoint custodian in IFSC within twelve (12) months from the date of notification of these regulations. Redemption of Close ended scheme 133. A close-ended scheme, unless its tenure is extended as specified under these regulations, shall be fully redeemed at the end of maturity period. Scheme Annual Report 134. (1) FME shall prepare an annual report of accounts of the schemes and abridged summary thereof, in respect of each financial year and shall submit the same to the Authority not later than four months from the end of financial year. (2) The annual report and abridged summary shall contain details that are necessary for the purpose of providing a true and fair view of the operations of the scheme. (3) An abridged summary of the annual report of the scheme shall be shared with the inv....
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....rposes referred to in sub-regulation (1) may include, - (a) to ensure that the books of account, records and documents are being maintained in the manner as required under these regulations; (b) to ensure that the provisions of the Act, the regulations and circulars issued thereunder, are complied with; (c) to ascertain whether adequate internal control systems, procedures and safeguards have been established or are being followed by the FME or other entities to fulfil its obligations under these regulations; (d) to ascertain whether any circumstances exist which would render the FME or other entities unfit or ineligible; (e) to inquire into the complaints received from the investors, clients, other market participants, or any other person on any matter having a bearing on the activities of the FME; and (f) to inquire suo motu into such matters as may be deemed fit in the interest of investors or the financial market in IFSC. (3) Before undertaking an inspection under sub-regulation (1), the inspecting authority shall give a notice to the FME or such other entities referred to in sub- regulations (1): Provided that where t....
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.... be incurred by it, for such inspection. Submission of report 141. The Inspecting Authority shall submit the inspection report to the Authority, and the Authority may take such action as it may deem fit and appropriate, on such report: Provided that if directed to do so by the Authority, the Inspecting Authority may submit an interim report. Action by the Authority upon inspection. 142. The Authority may, after consideration of the inspection report and after giving reasonable opportunity of being heard to the FME and/ or its partner, designated partner, trustee, director, chairperson, CEO, KMPs, and any agent, etc., issue such direction as it deems fit in the interest of financial market or the investors, including directions in the nature of :- (a) requiring FME not to launch new schemes or raise money from investors for a particular period; (b) prohibiting the person concerned from disposing of any of the properties of the fund or scheme acquired in violation of these regulations; (c) requiring the person concerned to dispose of the assets of the fund or scheme in a manner as per the directions; (d) requiring the person concerne....
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....eptance or refusal of the relaxations sought by the applicant. Regulatory or Innovation Sandbox and Fund Lab 145. (1) The Authority may, exempt any person or class of persons from the operation of all or any of the requirements under these regulations for a period as may be specified but not exceeding eighteen months, for furthering innovation in aspects relating to testing new products, strategies, processes, services, business models, use of technology, etc. in live environment of regulatory or innovation sandbox in the financial markets: Provided that any experiment in a scheme towards a new strategy shall not solicit money from public and shall be governed by a framework specified by the Authority. (2) Any exemption granted by the Authority under sub-regulation (1) shall be subject to the applicant satisfying such conditions as may be specified by the Authority including conditions to be complied with on a continuous basis. Power to specify norms, procedures, issue clarifications and remove difficulties 146. (1) For the purposes of implementation of these regulations and matters incidental thereto, the Authority may specify norms, procedures, processes, additi....
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....ereto in any other regulations made, guidelines or circulars issued thereunder by the Authority, any act of the Government of India or laws enacted by other statutory authorities shall be deemed to have the reference to the corresponding provisions of these regulations. (5) Save as otherwise contained in sub-regulation (2), the circulars or guidelines issued by Authority under the International Financial Services Centres Authority (Fund Management) Regulations, 2022, shall be deemed to have been issued under these regulations unless and until they are specifically superseded or modified by the Authority. FIRST SCHEDULE (Regulation 3) MANNER OF APPLICATION FOR REGISTRATION Applicants shall file their application in the SWIT and shall provide the following declarations and undertakings as part of their application in the SWIT: a) We hereby declare that the information supplied in the application, including the attachments thereto, is complete and true. b) The activities proposed in the IFSC are in line with the object clause. c) The applicant and its principal officers, directors/ partners/ designated partners, key managerial personnel and co....
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....e unit holders and shall also be responsible for the overall risk management function of the FME. (e) The FME shall not appoint any person as key personnel who has been found guilty of any economic offence or involved in violation of securities laws. (f) The FME shall compute and carry out valuation of investments made by its scheme(s) in accordance with the investment valuation norms specified in Sixth Schedule, and shall publish the same. (g) The FME and its controlling shareholders shall be liable to compensate the affected investors and/or the scheme for any unfair treatment to any investor as a result of inappropriate valuation. (h) The FME must ensure that all investors are provided with adequate, accurate, explicit and timely information fairly presented in a simple language about the investment policies, investment objectives, financial position and general affairs of the scheme. (i) The FME shall ensure that the assets and liabilities of each scheme are segregated and ring-fenced from other schemes of the FME; and bank accounts and securities accounts of each scheme are segregated and ring- fenced. (j) The FME must not ....
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....ll key personnel; (c) appointed auditors to audit its accounts; (d) designated a compliance officer who shall be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued by the Authority or the Central Government and for redressal of investors grievances; (e) appointed fund administrators registered with the Authority or capabilities to undertake such activities in-house by the FME (f) obtained, wherever required under these regulations, prior in principle approval from the recognised stock exchange(s) where units are proposed to be listed. (x) ensure that FME has not given any undue or unfair advantage to any associates or dealt with any of the associates of the FME in any manner detrimental to interest of the investors. (xi) quarterly review all transactions carried out between the schemes, FME and its associates. (xii) shall on a yearly basis review the net-worth of the FME to ensure compliance with the threshold provided in Second Schedule on a continuous basis. (xiii) shall ensure that the scheme/fund property is properly protected, ....
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....lict with the duties owed to the investors; (x) not receive any gift or entertainment which is not in adherence of the gift and entertainment policy of the FME framed in this regard. (f) The KMP designated as compliance officer shall (i) be responsible for monitoring the compliance of the Act, rules and regulations, notifications, guidelines, instructions, etc., issued by the Authority and for redressal of investors grievances immediately. (ii) independently report to the Authority any non-compliance observed by him. PART D: CONFLICT OF INTEREST (a) The FME shall act in a fiduciary capacity towards its investors and shall disclose to the investors, all of interests as and when they arise or seem likely to arise. (b) FME shall establish and implement written policies and procedures to identify, monitor and appropriately mitigate conflicts of interest throughout the scope of business. (c) FME shall abide by high level principles on avoidance of conflicts of interest with associated persons, as may be specified by the Authority from time to time. (d) FME shall ensure that different activities of FME are carried at arm's length and inter....
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....s in accordance with the trust deed and the requirements specified in these regulations. (b) The trustee shall enter into an investment management agreement with the investment manager on behalf of the Investment Trust. (c) The trustee shall oversee activities of the investment manager in the interest of the unit holders and ensure that the investment manager complies with the responsibilities and shall obtain compliance certificate from the investment manager on a quarterly basis. (d) The trustee shall oversee activities of the project manager, where applicable, with respect to compliance with these regulations and the project implementation agreement/ project management agreement and shall obtain compliance certificate from the project manager on a quarterly basis. (e) The trustee shall make distributions and ensure that investment manager makes timely declaration of distributions to the unit holders. (f) The trustee shall ensure that subscription amount is kept in a separate bank account with IFSC banking unit in name of the Investment Trust and is only utilized for adjustment against allotment of units or refund of money to the applicants till the time such units....
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....missions for the period during which it served as the project manager, notwithstanding such termination. (k) In case of change in control of the project manager in a PPP project, the trustee shall ensure that written consent of the concessioning authority is obtained in terms of the concession agreement prior to such change, where applicable. (l) The trustee of an Investment Trust shall not invest in units of the Investment Trust in which it is designated as the trustee. PART B: ROLES AND RESPONSIBILITIES OF INVESTMENT MANAGER (a) The investment manager shall make the investment decisions with respect to the underlying assets or projects of the Investment Trust including any further investment or divestment of the assets. (b) The investment manager shall oversee activities of the project manager with respect to compliance with these regulations and the project implementation agreement/ project management agreement and shall obtain compliance certificate from the project manager on a quarterly basis. (c) The investment manager shall ensure that the assets of Investment Trust or holdco or SPV have proper legal and marketable titles, to the extent applicable, and tha....
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....he Investment Trust from its other activities. (n) The investment manager shall submit to the trustee, - (i) quarterly reports on the activities of the Investment Trust; (ii) valuation reports within fifteen days of the receipt of the valuation report from the valuer; (o) The investment manager shall ensure that the audit of accounts of the Investment Trust by the auditor is done not less than once in a year and such report is: (i) submitted to the recognised stock exchange(s) within sixty (60) days of end of such financial year ending March 31st, in respect of Investment Trust listed on a recognised stock exchange; or (ii) submitted to the trustee and unitholders, either electronically or through physical copies, in respect of privately placed Investment Trust whose units are not listed on a recognised stock exchange. (p) The investment manager may appoint a custodian in order to provide such custodial services as may be authorised by the trustees. (q) The investment manager shall place, before its board of directors in the case of a company or the governing board in case of an LLP, a report on activity and performance of the Investm....
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....nits (ii) Any holding by sponsor in Investment Trust, exceeding twenty per cent. (20%) on a post issue basis, shall be held for a period of not less than one year from the date of listing of such units. (d) Sponsor(s) would be responsible for all acts, omissions and representations/ covenants of the Investment Trust related to formation of Investment Trust, sale/ transfer of assets/holdco/SPV to the Investment Trust. (e) In case of PPP projects where the InvIT is investing in infrastructure assets through SPV(s), in case such acquiring or holding is disallowed by government or under any provisions of the concession agreement or any other such agreement,- (i) the sponsor may continue to maintain such holding at the SPV level; (ii) the consolidated value of all such holdings at the SPV level and the value of the units of InvIT held by the sponsor shall not be less than the value of fifteen per cent. (15%) of the total units of the InvIT after initial issue of units on a post-issue basis; (iii) such units of the InvIT and shares or interest in the SPV shall be held for a period of not less than three years from the date of the listing of units....
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....o account the relevant accounting and auditing standards. (b) The auditor shall, to the best of his information and knowledge, ensure that the accounts and financial statements, including profit or loss and cash flow for the period and such other matters as may be specified, give a true and fair view of the state of the affairs. (c) The auditor shall have a right of access at all times to the books of accounts and vouchers pertaining to activities of the Investment Trust. (d) The auditor shall have a right to require such information and explanation pertaining to activities of the Investment Trust as he may consider necessary for the performance of his duties as auditor from the employees of Investment Trust or parties to the Investment Trust or holdco or SPV or any other person in possession of such information. FIFTH SCHEDULE ADVERTISEMENT CODE (a) Advertisements shall be accurate, true, fair, clear, complete, unambiguous and concise. (b) Advertisements shall not contain statements which are false, misleading, biased or deceptive, based on assumption/projections and shall not contain any testimonials or any ranking based on any criteria. (c) Advertisements....