TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... ; (d) body corporate shall have the meaning assigned to it in or under sub-section (11) of section 2 of the Companies Act, 2013; (e) bonus issue means additional units allotted to the unit holders, as on the record date fixed for the said purpose, without any cost to the unit holder; (f) certificate means a certificate of registration granted under these regulations; 55 [ (g) Change in control (i) in case of a body corporate (A) if its shares are listed on any recognised stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognised stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of Section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than that of a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation For the purpose of sub-clause (ii), the expression controlling interest means an interest, direct or indirect, to the extent of not less than fifty percent of voting ri ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to, the InvIT, satisfies the following conditions, (i) For PPP projects, (1) the Infrastructure Project is 7 [a] completed and revenue generating [project] 8 , or 9 [ (1a) the Infrastructure Project, which has achieved commercial operations date and does not have the track record of revenue from operations for a period of not less than one year, or ] (2) 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; (p) follow on offer means offer of units of an InvIT to the public for subscription and includes an offer for sale of InvIT units by an existing unit holder to the public; (q) 10 [***] (r) form means any of the forms set out in the Schedule I; 11 [(ra) general purposes include such identified purposes for which no specific amount is allocated or any amount so specified towards general purpose or any such purpose by whatever name called, in the draft offer document filed with the Board: Provided that any issue related expenses shall not be considered as a part of general purpose merely because no specific amount has been allocate ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... rcent of the paid-up capital of the parties to the InvIT, their holding Company, subsidiary or associate or Holdco and/or SPV respectively or such higher sum as may be specified; (B) is indebted to the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate or their promoters or directors, during the three immediately preceding financial years or during the current financial year in excess of such amount as may be specified; (C) has given a guarantee or provided any security in connection with the indebtedness of any third person to the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate or their promoters or directors, during the three immediately preceding financial years or during the current financial year for such amount as may be specified; or (D) has any other pecuniary transaction or relationship with the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate amounting to two percent or more of its gross turnover or total income: Provided that the pecuniary relationship or transaction with the InvIT, its holdco or SPV, parties to the InvIT, its hol ..... 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LLP or body corporate which has been inducted as a sponsor in accordance with sub-regulation (7) of regulation 22 ] (t) infrastructure includes all infrastructure sub-sectors as defined vide notification of the Ministry of Finance dated October 07, 2013 and shall include any amendments or additions made thereof; (u) infrastructure project means any project in infrastructure sector; 13 [(ua) initial offer means the first offer of units of an InvIT including an offer for sale of the InvIT units by an existing unit holder whether through public issue or private placement; ] (v) initial 14 [public] offer means the first offer of units of an InvIT to the public for subscription and includes an offer for sale of the InvIT units by an existing unit holder to the public; (w) 15 [***] (x) infrastructure developer in case of PPP projects shall mean the lead member of the concessionaire SPV; (y) inspecting officer means any one or more person appointed by the Board to exercise powers conferred under Chapter V; 16 [(ya) institutional investor means - (i) a qualified institutional buyer; or (ii) family trust or systematically important NBFCs registered with Reserve Bank of India or intermediar ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... project means an infrastructure project undertaken on a Public - Private Partnership basis between a public concessioning authority and a private SPV concessionaire selected on the basis of open competitive bidding or on the basis of an MoU with the relevant authorities; (zn) pre-COD project means an infrastructure project which, (i) has not achieved commercial operation date as defined under the relevant project agreements including the concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of a project or any agreement entered into with the lenders; and (ii) has, (1) achieved completion of at least fifty per cent. of the construction of the infrastructure project as certified by an independent engineer of such project; or (2) expended not less than fifty per cent. of the total capital cost set forth in the financial package of the relevant project agreement; (zo) preferential issue means an issue of units by a listed InvIT to any select person or group of persons on a private placement basis and does not include an offer of units made through a public issue, rights issue, bonus issue, qualified institut ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the InvIT; (ii) 32 [***] (iii) 33 [***]promoters, directors and partners of the persons mentioned in clause (i) 34 [***]; (zw) rights issue means an offer of units by a listed InvIT to the unit holders of the InvIT as on the record date fixed for the said purpose; (zx) right-of-first-refusal or ROFR means the right given to the InvIT by a person to enter into a transaction with it before the person is entitled to enter that transaction with any other party; 63 [ (zxa) Self-Sponsored Investment Manager means the Investment Manager of an InvIT who has dual responsibilities of both the Investment Manager as well as the sponsor; ] 57 [ 62 [ (zxb) ] Senior Management means the officers and personnel of the investment manager who are members of its core management team, excluding the Board of Directors, and shall also comprise all members of the management, one level below the Chief Executive Officer or Managing Director or Whole Time Director or manager (including Chief Executive Officer and manager, in case they are not part of the Board of Directors) and shall specifically include the Compliance Officer and Chief Financial Officer; ] 64 [ (zxc) sponsor group includes- (i) the sponsor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nder-construction project means an infrastructure project whether PPP or non-PPP, which has 43 [either] not achieved commercial operation date as defined under the relevant project agreements including the concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of a project or in any agreement entered into with the lenders 44 [or has achieved commercial operation date and does not have the track record of revenue from operations for a period of not less than one year]; (zzd) unit 67 [ or ordinary unit ] means beneficial interest of the InvIT; (zze) unit holder means any person who owns units of the InvIT; (zzf) 45 [ valuer means any person who is a registered valuer under section 247 of the Companies Act, 2013 or as specified by the Board from time to time.] (zzg) 46 [ value of 47 [the] InvIT assets ] means 48 [ 49 [value of the assets of the InvIT]] as assessed by the valuer based on value of the infrastructure and other assets owned by the InvIT, whether directly or through 50 [holdco and/or] SPV 51 [***] (2) The words and expressions used and not defined in these regulations, but defined in the Act, the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ior to omission it read as follow-on offer document means any document by which follow-on offer is made to the public by an InvIT; 11 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 12 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 13 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 14 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016 w.e.f 30.11.2016, w.e.f 30.11.2016. 15 Sub clause (w) omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to which it read as initial offer document means any document by which initial offer is made to the public by an InvIT; 16 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 17 Inserted by Securities and Exchange Board of India (Infrastr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... w.e.f 30.11.2016. Prior to the omission the clause read as any unit holder holding, directly or indirectly, more than twenty per cent. of the units of the InvIT 33 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as associates, promoters, directors and partners of the persons mentioned in clause (i) and (ii); 34 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the omission the clause read as associates, promoters, directors and partners of the persons mentioned in clause (i) and (ii); 35 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 36 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 37 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 38 Omitted by Securities and Exchange Board of India (Infrastructure Investment ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion of Surveyors (Valuation Branch); (iii) Institution of Government Approved Valuers; (iv) Practicing Valuers Association of India; (v) Centre for Valuation Studies, Research and Training; (vi) Royal Institution of Chartered Surveyors, UK; (vii) American Society of Appraisers, United States; (viii) Appraisal Institute, United States; (ix) Institute of Engineers; (x) Council of Architecture or the Indian Institute of Architects: Provided that, the persons referred to in sub-sub-clause (i) and qualified person referred to in sub-sub-clause (ii) of sub-clause (a) above, shall have not less than five years continuous experience after acquiring membership of respective institutions: Provided further that, persons referred to in sub-sub-clauses (i) to (x) of sub-clause (b) above, shall have a minimum working experience of five years in relevant areas of valuation practice and in relation to relevant asset value and categories; and be citizens of India. 46 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the substitution it read as value of InvIT means value of InvIT assets as assessed by th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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