TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... ge Board of India established under section 3 of the Act; (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 inter ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he InvIT under these regulations; (o) eligible infrastructure project means an infrastructure project which, prior to the date of its acquisition by, or transfer 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o and/or SPV, , parties to the InvIT, their holding Company, subsidiary or associate during the three immediately preceding financial years or during the current financial year of face value in excess of fifty lakh rupees or two percent of the unit capital of the InvIT, two percent 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 Inv ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... omer or a lessor or lessee of the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate; (vii) who is not less than 21 years of age; or (viii) who possesses such other qualifications as may be specified by the Board; ] 52 [ 58 [ (sc) ] inducted sponsor means any company or 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 pr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ghts issue] and any other offer document as may be specified by the Board; (zk) parties to the InvIT shall include the 61 [ sponsor groups ] , investment manager, project manager 23 [(s)] and the trustee; (zl) placement memorandum means any document through which private placement of units of the InvIT is made; (zm) PPP 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ted InvIT to qualified institutional buyers on private placement basis in terms of these regulations; (zu) recognised stock exchange means any stock exchange which is recognised under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); (zv) 30 [ related parties ] shall 31 [be defined under the Companies Act, 2013 or under the applicable accounting standards and shall also] include, (i) parties to 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 inve ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... everally,] not less than five per cent. of the total offer size of the InvIT or such amount as may be specified by the Board from time to time 42 [, subject to the compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder]; (zzb) trustee means a person who holds the InvIT assets in trust for the benefit of the unit holders, in accordance with these regulations; (zzc) under-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 means beneficial interest of the InvIT; (zze) unit holder means any person who owns units of the InvIT; (zzf) 45 [ valuer means any person wh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ndia (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 8 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 9 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 10 Sub clause (q) omitted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior 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 Trus ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y other issue made to the public as may be specified by the Board; 29 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 30 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 31 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 32 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 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... whole-time practice, or retired member of Indian Corporate Law Service or any person holding equivalent Indian or foreign qualification as the Ministry of Corporate Affairs may recognize by an order: Provided that such foreign qualification is acquired by Indian citizen. (ii) a Merchant Banker registered with the Securities and Exchange Board of India, and who has in his employment person(s) having qualifications prescribed under sub-sub-clause (i) above to carry out valuation by such qualified persons. (b) a valuer in respect of technical asset valuation, means members of the following institutions for specific asset categories,- (i) Institution of Valuers; (ii) Institution 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 su ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of a company or body corporate, change in control where 'control' shall have the meaning as provided in sub-section (27) of Section 2 of the Companies Act, 2013; (ii) in any other case, change in the controlling interest. Explanation.─ For the purpose of sub-clause (ii), the expression controlling interest means an interest, whether direct or indirect, to the extent of more than fifty percent of voting rights or interest; 56. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/122 dated 14-02-2023 w.e.f. 01-04-2023 57. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/122 dated 14-02-2023 w.e.f. 01-04-2023 58. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 before it was read as, (sa) (sb) 59. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 60. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 61. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 before it was read as, sponsor(s) 62. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 before it was read as, (zxa) 63. Inserted vide ..... X X X X Extracts X X X X X X X X Extracts X X X X
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