TMI BlogSecurities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016X X X X Extracts X X X X X X X X Extracts X X X X ..... egulation (1) ,- i. in clause (b), (a) for the word includes , the words and symbols means associate company as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include shall be substituted; (b) the sub-clauses (v) to (viii) shall be omitted; ii. after clause (m), the following clause shall be inserted, namely,- (ma) debt securities shall be as defined under Regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; iii. in clause (o), in sub-clause (i),- (a) in sub-sub-clause (1),- (i) after the word is , the word a shall be inserted; (ii) after the word generating , the word project shall be inserted; (b) after sub-sub-clause (1), the following shall be inserted, namely,- (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 iv. existing clause (q) shall be omitted; v. after clause (r), the following shall be inserted, namely,- (ra) general purposes include such identified purpos ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of units made through a public issue; (zob) project implementation agreement or project management agreement means an agreement between the project manager, the concessionaire SPV and the trustee which sets out obligations of the project manager with respect to execution of the project: Provided that in case of PPP projects, such obligations shall be in addition to the responsibilities as under the concession agreement or any such agreement entered into with the concessioning authority; xv. in clause (zp), after the words achieving execution , the word and symbol / management shall be inserted; xvi. in clause (zr),- (a) the words publicly offered shall be omitted; (b) after the word initial and before the word offer , the word public shall be inserted; xvii. in clause (zv),- (a) for the words related parties of the InvIT , the words related party shall be substituted; (b) after the word shall , the words and symbol be defined under the Companies Act, 2013 or under the applicable accounting standards and shall also shall be inserted; (c) sub-clause (ii) shall be omitted; (d) in sub-clause (iii), the words and symbol associates, ..... 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(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. xxi. in clause (zzg),- (a) for the words value of the InvIT , the words value of InvIT assets shall be substituted; (b) after the word through , the words and symbol holdco and/or shall be inserted; (c) after the word SPV , the words excluding any debtor liabilities thereof shall be omitted; (2) In regulation 3 , in sub-regulation (2), after the words the sponsor , the words on behalf of the trust shall be inserted; (3) In regulation 4 , in sub-regulation (2),- i. in clause (a), after the words applicant is , for the wor ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... holdco or shall be inserted; (iii) in sub-regulation (7), in the second Proviso, before the words SPV wherever appearing, the words holdco or shall be inserted; (iv) in sub-regulation (9), (a) after the words investment manager , the words and symbol and the merchant banker(s) shall be inserted; (b) in clause b., for the words the draft and final , the word of the shall be substituted; (c) in clause d., after the word approval , the words and final listing and trading approvals shall be inserted; (v) in sub-regulation (10), after the words and symbol investment manager , the words and the merchant bankers(s), shall be inserted; (vi) in sub-regulation (12), for the word auditor , the words and symbols practicing chartered accountant or the valuer, as applicable, shall be inserted; (vii) in sub-regulation (21), after the words valuer , the words and symbol , shall be disclosed to the stock exchange(s), shall be inserted (viii) in sub-regulation (22),- (a) for the words than twice annually , the words once in a year shall be substituted; (b) after the words to the , the word designated shall be omitted; (c) after the wo ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d party of the InvIT, shall be inserted; ii. in sub-regulation (2), in clause (d), after the words InvIT or , the words holdco or shall be inserted; (9) In regulation 14 ,- (i) in sub-regulation (1),- (a) in clause (b),- (1) for the word ruppes , the word rupees shall be substituted; (2) in the Explanation, after the words assets or , the words holdco or shall be inserted; (b) in the proviso,- (1) for the words with after initial offer or first offer of units under private placement , the words and symbol at any point of time before allotment of units in accordance with offer document/placement memorandum shall be substituted; (2) after the words and symbol relevant party(ies) that , the word such shall be inserted; (3) after the words prior to , the word such shall be inserted; (4) after the words and symbol of units, , the word and shall be inserted; (5) after the words Board and , the word to shall be inserted; (6) after the words regard in the , , the word initial shall be omitted; (ii) after sub-regulation (1), the following shall be inserted, namely- (1A) The minimum offer and allotment to public throu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , shall be omitted; (v) in sub- regulation (4),- (a) for the words With respect to , the words If the InvIT raises funds by public issue , shall be substituted; (b) the words that hold not less than eighty per cent. of its assets in completed and revenue generating infrastructure projects , shall be omitted; (c) for clause (a), the following shall be substituted,- (a) it shall be by way of initial public offer; (d) in clause (b), after the word initial and before the word offer , the word public shall be inserted; (e) clause (d) shall be omitted; (f) in clause (e),- (1) after the word initial and before the word offer , the word public shall be inserted; (2) for the words investment manager , the words merchant banker shall be substituted; (3) after the words draft offer document , the words and symbol along with the fee as specified in Schedule II, shall be inserted; (4) for the words twenty one , the word thirty shall be substituted; (5) after the words filing the and before the words offer document , the word final shall be omitted; (6) after the words stock exchange , the words and SEBI , shall be inserted ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty , shall be substituted; (ii) after the words of the and before the word issue size , the word fresh shall be inserted; (iii) after the words in the and before the word offer document , the word final shall be omitted; (2) in sub-clause (ii), (i) after the words specified in the and before the words offer document , the word final shall be omitted; (ii) after the proviso, following proviso shall be added,- 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. (3) in sub-clause (iii), after the word initial , the word public shall be inserted; (o) in clause (v), in sub-clause (i), in the proviso, after the words interest in the , the words holdco or shall be inserted ; (p) after clause (v), following shall be inserted, namely,- (va) The amount for general purposes, as mentioned in objects of the issue in the draft offer document filed with the Board, shall not exceed Ten per cent of the amount raised by the InvIT by issuance of units. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ords majority of shall be inserted; (3) after the word SPVs , the words as applicable , shall be inserted; (iv) after sub-regulation (3), the following shall be inserted, namely,- (3A) The InvIT may invest in infrastructure projects through holdcos subject to the following,- (a) the ultimate holding interest of the InvIT in the underlying SPV(s) is not less than twenty six per cent; (b) no other shareholder or partner of the holdco or the SPV(s) shall have any rights that prevent the InvIT, the HoldCo or the SPV(s) from complying with the provisions of these regulations and an agreement shall be entered into with such shareholders or partners to that effect prior to investment in the holdco/SPV; (c) the investment manager, in consultation with the Trustee, shall appoint the majority of the Board of directors or governing board of the holdco and SPV(s); (d) the investment manager shall ensure that in every meeting including annual general meeting of the Holdco and SPV(s), the voting of the InvIT is exercised; (v) for sub-regulation (4) and the Explanation, the following shall be substituted, namely,- (4) In case of InvIT as specified under sub-regul ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to the cash flows generated by the holdco on its own, not less than 90% of such net distributable cash flows shall be distributed by the holdco to the InvIT. (d) in clause (d),- (i) after the words subject to , the word and symbol, sub- shall be inserted; (ii) after the words distribution shall be , the words as per the dates and the shall be omitted; (ix) in sub-regulation (7),- (a) after the words InvIT or , the words holdco or , shall be inserted; (b) after the words interest in the , the words and symbol holdco/ , shall be inserted; (c) in clauses (a) and (b), the words or SPV shall be omitted; (d) in clause (b), after the words infrastructure assets , the words and symbol within a period of one year shall be inserted; (x) in sub-regulation (10), after the words any person , the words and symbol other than the holdco/SPV(s) in which the InvIT has invested in , shall be inserted; (xi) in sub-regulation (11), after the words or through , the words and symbol holdco and/or , shall be inserted; (14) In regulation 19,- (i) in sub-regulation (3),- (a) the words publicly offered shall be omitted; (b) after the word ini ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the words to the InvIT or , the words and symbols or holdco or SPV(s) , shall be inserted; (22) After regulation 33 , the following shall be inserted, namely,- Power to relax strict enforcement of Regulations 33A .The Board may, in the interest of investors or for the development of the securities market, relax the strict enforcement of any requirement of these regulations, if the Board is satisfied that,- (a) requirement is procedural or technical in nature; or (b) the requirement may cause undue hardship to investors; or (c) the disclosure requirement is not relevant for a particular industry or class of listed entities; or (d) the non-compliance was caused due to factors beyond the control of the issuer; or (e) any provision of Act(s), Rule(s), regulation(s) under which the listed entity is established or is governed by, is required to be given precedence to. (23) In Schedule I ,- (i) in paragraph (1), in clause (c), for the words and symbols applicant or its associates or its sponsors(s)/trustee/ manager is/ , the words and symbols applicant/ sponsor(s)/ investment manager/ project manager(s) or their associates or trustee , shall be sub ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in paragraph 20, after the word Declarations , the words and symbols (to be signed by the board of directors of the investment manager and sponsor) , shall be inserted,- (vii) after paragraph 20, following shall be inserted, namely,- The documents to be provided to the Board,- (a) Full valuation report, alongwith offer document/placement memorandum (b) Project implementation/management agreement, alongwith draft offer document or the placement memorandum (c) Due diligence certificate alongwith draft offer document and offer document/placement memorandum (d) In principle approval from the exchange(s) (26) In Schedule IV ,- (i) in part I,- (a) in paragraph 14, after the words value of the InvIT , the word assets shall be inserted; (b) in paragraph 16, for the words Brief report on corporate governance , the words Brief details of material and price sensitive information (c) in paragraph 17, for the words whether completed or pending, against the InvIT, sponsor(s), Investment Manager, Trustee, or any of their associates , the words which are pending, against the InvIT, sponsor(s), Investment Manager, Project Manager(s), or any of their ass ..... 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