TMI BlogSecurities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2023X X X X Extracts X X X X X X X X Extracts X X X X ..... urities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 , ─ (1) In regulation 2 , in sub-regulation (1), - (a) clause (g) shall be substituted with the following clause, namely, - (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 rights or interest; ; (b) after clause (sa), the following clause shall be inserted, namely, - (saa) Independent di ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... niary relationship or transaction with the InvIT, its holdco or SPV, parties to the InvIT, its holding company, subsidiary or associate or their promoters, or directors in relation to points (A) to (D) shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower. (vi) who, neither himself or herself, nor whose relative(s) - (A) holds or has held the position of a key managerial personnel or is or has been an employee of the Holdco and/or SPV, parties to the InvITor its holding, subsidiary or associate or any company belonging to parties to the InvIT in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed: Provided that in case of a relative who is an employee other than a key managerial personnel, the restriction under this clause shall not apply for his/her employment; (B) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed, of- (1) a firm of auditors or company secretaries i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -regulation (6), the following sub-regulation shall be inserted, namely (6A) The investment manager of the InvIT shall not appoint or re-appoint- (a) an individual as the auditor for more than one term of five consecutive years; and (b) an audit firm as the auditor for more than two terms of five consecutive years: Provided that- (i) the individual auditor who has completed the term under clause (a) shall not be eligible for re-appointment as the auditor in the same InvIT for a period of five years from the date of completion of the term; (ii) the audit firm that has completed its term under clause (b), shall not be eligible for reappointment as the auditor in the same InvIT for a period of five years from the date of completion of its term. (3) in regulation 13 , in sub-regulation (2), after sub-clause (d), the following sub-clause shall be inserted, namely (e) The auditor shall undertake a limited review of the audit of all the entities or companies whose accounts are to be consolidated with the accounts of the InvIT as per the applicable Indian Accounting Standards (Ind AS) and any addendum thereto as defined in Rule 2 (1) (a) of the Companies (In ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion executive director wherever it occurs, shall be read as non-independent director ; (v) the expression non-executive director wherever it occurs, shall be read as independent director ; (vi) the expression Board of Directors of the listed entity wherever it occurs, shall be read as Board of Directors of investment manager ; (vii) the expression subsidiary of listed entity wherever it occurs, shall be read as HoldCo and/or SPV of InvIT, as applicable . Additional Requirements. 26H . (1) The Board of Directors of the investment manager shall comprise of not less than six directors and have not less than one woman independent director. (2) The quorum for every meeting of the Board of Directors of the investment manager shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. Explanation - The participation of the directors by video conferencing or by other audio-visual means shall be counted for the purpose of quorum and shall be recorded by the investment manager. (3) The Board of Directors of the investment manager shall review compliance reports every quarter pertaining ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... VII: GOVERNANCE NORMS PART A: MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF DIRECTORS OF THE INVESTMENT MANAGER [See Regulation 26H (4) ] The following minimum information to be placed before Board of Directors of the investment manager: (a) Annual operating plans and budgets and any updates. (b) Capital budgets and any updates. (c) Quarterly results for the investment manager and its operating divisions or business segments. (d) Minutes of meetings of audit committee and other committees of the Board of Directors. (e) The information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Compliance Officer. (f) Show cause, demand, prosecution notices and penalty notices, which are materially important. (g) Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. (h) Any material default in financial obligations to and by the InvIT, HoldCo. and/or SPV. (i) Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... they have taken or propose to take to rectify these deficiencies. (d) They have indicated to the auditors and the Audit committee (1) significant changes in internal control over financial reporting during the year; (2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and (3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the investment manager s internal control system over financial reporting of InvIT. BABITHA RAYUDU, Executive Director [ADVT.-III/4/Exty./610/2022-23] Footnotes: 1. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014-15/10/1577. 2. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was subsequently amended by the (i) Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-1 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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