Definition
The term ‘trustee’ is defined under Regulation 2(1)(zv) as a person who holds the Real Estate Investment Trust (‘REIT’ for short) assets in trust for the benefit of the unit holders, in accordance with these regulations.
Eligibility criteria
The trustee if to be registered with the Board under SEBI (Debenture Trustees) Regulations, 1993 and is not an associate of the sponsor(s) or manager and the trustee has such wherewithal with respect to infrastructure, personnel, etc. to the satisfaction of the Board and in accordance with circulars or guidelines as may be specified by the Board.
Rights and responsibilities
When a company agrees to formulate a REIT, it becomes the sponsor for that REIT and appoints a trustee. The trustees hold the underlying real estate assets of such established trust in trusteeship and such assets are no longer directly controlled by the Sponsor.
The following are the rights and responsibilities of a trustee under these regulations-
- The trustee shall hold the REIT assets in trust for the benefit of the unit holders in accordance with the trust deed and these regulations.
- The Trustee shall enter into an investment management agreement with the manager on behalf of the REIT.
- The trustee shall oversee activities of the manager in the interest of the unit holders, ensure that the manager complies with regulation 10 (rights and responsibilities of the Manager) and shall obtain compliance certificate from the manager in the form as may be specified on a quarterly basis.
- The trustee shall ensure that the manager complies with the reporting and disclosures requirements in these regulations and in case of any delay or discrepancy require the manager to rectify the same on an urgent basis.
- The trustee shall review the transactions carried out between the manager and its associates and where the manager has advised that there may be a conflict of interest, shall obtain confirmation from a practising chartered accountant or a valuer, as applicable, that such transaction is on arm's length basis.
- The trustee shall periodically review the status of unit holders' complaints and their redressal undertaken by the manager.
- The trustee shall make distributions in accordance with sub-regulation (16) of regulation 18 and ensure that the manager makes timely declaration of distributions to the unit holders.
- The trustee may require the manager to set up such systems and submit such reports to the trustees, as may be necessary for effective monitoring of the performance and functioning of the REIT.
- The trustee shall ensure that subscription amount is kept in a separate bank account in name of the REIT. It is only to be utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed.
- The trustee shall ensure that the remuneration of the valuer is not linked to or based on the value of the asset being valued.
- The trustee shall ensure that the manager convenes meetings of the unit holders in accordance with these regulations and oversee the voting by unit holders and declare outcome of the voting.
- The trustee may take up with the Board or with the designated stock exchange, any matter which has been approved in an annual meeting or special meeting, if the matter requires such action.
- In case of any change in manager due to removal or otherwise,-
- prior to such change, the trustee shall obtain approval from unit holders in accordance with regulation 22 (rights and meetings of the unit holders) and approval from the Board;
- the trustee shall appoint the new manager within three months from the date of termination of the earlier investment management agreement;
- the previous manager shall continue to act as such at the discretion of trustee till such time as new manager is appointed;
- the trustee shall ensure that the new manager shall stand substituted as a party in all the documents to which the earlier manager was a party;
- the trustee shall ensure that the earlier manager continues to be liable for all its acts of omissions and commissions notwithstanding such termination.
- The trustee shall obtain prior approval from the unit holders in accordance with regulation 22 and from the Board in case of change in control of the manager.
- The trustee of the REIT shall not invest in units of the REIT in which it is designated as the trustee.
- The trustee shall ensure that the activity of the REIT is being operated in accordance with the provisions of the trust deed, these regulations, the offer document and if any discrepancy is noticed, shall inform the same to the Board immediately in writing.
- The trustee shall provide to the Board and to the designated stock exchange such information as may be sought by the Board or by the designated stock exchange pertaining to the activity of the REIT.
- The trustee shall immediately inform to the Board in case any act which is detrimental to the interest of the unit holders is noted.
Code of conduct
One of the conditions for the grant of registration to REIT under this Act is that the parties to the REIT shall comply, at all times, with the Code of conduct as specified in the Schedule VI, wherever applicable. The following are the code of conduct by Trustee who is a party to REIT-
- The parties to the REIT shall conduct all affairs of the REIT in the interest of all the unit-holders of the REIT.
- The parties to the REIT shall make adequate, accurate, explicit and timely disclosure of relevant material information to all unit holders, Designated Stock Exchanges and the Board in accordance with these Regulations and as may be specified by the Designated Stock Exchanges from time to time.
- The parties to the REIT shall try to avoid conflicts of interest, as far as possible, in managing the affairs of the REIT and keep the interest of all unit holders paramount in all matters.
- The parties to the REIT shall not use any unethical means to sell, market or induce any person to buy units of the REIT.
- The parties to the REIT shall maintain high standards of integrity and fairness in all their dealings and in the conduct of their business.
- The parties to the REIT shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent professional judgment.
- The parties to the REIT shall not make any exaggerated statement, whether oral or written, about their qualifications/capabilities/experience/ achievements.
- The parties to the REIT shall be liable to the unit holders for their acts of commission or omissions, notwithstanding anything contained in any contract or agreement.
