Regulation 2 - Definitions - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

Definitions 2. (1) In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly, (a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992); (b) associate of any person 1 [ means associate company as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include ,] (i) any person controlled, directly or indirectly, by the said person; (ii) any person who controls, directly or indirectly, the said person; (iii) where the said person is a company or a body corporate, any person(s) who is designated as promoter(s) of the company or body corporate and any other company or body corporate with the same promoter(s); (iv) where the said person is an individual, any relative of the individual; (v) 2 [***] (vi) 3 [***] (vii) 4 [***] (viii) 5 [***] (c) Board means the Securities and Exchange 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 interest means an interest, direct or indirect, to the extent of not less than fifty percent of voting rights or interest; ] (h) company means a company as defined under sub-section (20) of section 2 of the Companies Act, 2013; (i) completed and revenue generating project means an infrastructure project, which prior to the date of its acquisition by, or transfer to, the InvIT, satisfies the following conditions, (i) the infrastructure project has achieved the commercial operations date as defined under the relevant project agreement including concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of the project or in any agreement entered into with the lenders; (ii) the infrastructure project has received all the requisite approvals and certifications for commencing operations; and (iii) the infrastructure project has been generating revenue from operations for a period of not less than one year; (j) concession agreement means an agreement entered into by a person with a concessioning authority for the purpose of implementation of the project as provided in the agreement; (k) concessioning authority means the public sector concessioning authority in PPP projects; (l) credit rating agency means a credit rating agency registered with the Board under the Securities and Exchange Board of India (Credit Rating Agencies) Regulations, 1999; (m) custodian means a person registered with the Board under the Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996; 6 [ (ma) debt securities shall be defined under Regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; ] (n) designated stock exchange means a recognised stock exchange in which units of an InvIT are listed or proposed to be listed and which is chosen by the InvIT as a designated stock exchange for the purpose of a particular issue of the units of the InvIT under these regulations: Provided that where one or more of such stock exchanges have nationwide trading terminals, the InvIT shall choose one of them as the designated stock exchange: Provided further that the InvIT may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of units of the 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; 68 [ (oa) employee unit option scheme means a scheme under which the investment manager grants unit options to its employees through an employee benefit trust. Explanation. - For the above purpose, employees of the investment manager shall include all directors of the investment manager except independent directors. ] (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 allocated for such expenses in the draft offer document filed with the Board; ] (s) governing board in case of an LLP shall mean a group of members assigned by the LLP to act in a manner similar to the board of directors in case of a company; 59 [ (sa) group entities of the Investment Manager means: (i) entities or person(s) which are controlled by the Investment Manager; (ii) entities or person(s) who control the Investment Manager; (iii) entities or person(s) which are controlled by entities or person(s) specified in sub-clause (ii). ] 12 [ 58 [ (sb) ] holdco or holding company means a company or LLP,- (i) in which InvIT holds or proposes to hold controlling interest and not less than fifty one per cent of the equity share capital or interest and which in turn has made investments in other SPV(s), which ultimately hold the infrastructure assets; (ii) which is not engaged in any other activity other than holding of the underlying SPV(s), holding of infrastructure projects and any other activities pertaining to and incidental to such holdings; ] 56 [ (saa) Independent director in case of a company means a director, other than a nominee director of the investment manager: - (i) who, in the opinion of the Board of Directors of the investment manager, is a person of integrity and possesses relevant expertise and experience; (ii) who is not or was not the promoter of parties to the InvIT, its holding company, the subsidiary or associate 60 [ or a member of the sponsor group of the InvIT ] ; (iii) who is not related to the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, the subsidiary or associate or their promoters or directors; (iv) who, apart from receiving director s remuneration, does not have any or has had no material pecuniary relationship with the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, the subsidiary or associate or their promoters or directors, during the three immediately preceding financial years or during the current financial year; (v) none of whose relatives- (A) is holding securities of or interest in the InvIT, its Holdco 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 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 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 in practice or cost auditors of the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate; or (2) any legal or a consulting firm that has or had any transaction with the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate amounting to ten per cent or more of the gross turnover of such firm; (C) holds together with his relatives two per cent or more of the total voting power of the InvIT, its Holdco and/or SPV, parties to the InvIT; (D) is a chief executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipts or corpus from the InvIT, its Holdco and/or SPV, parties to the InvIT, its holding company, subsidiary or associate, any of its promoters, directors or that holds two per cent or more of the total voting power of the InvIT, its Holdco and/or SPV parties to the InvIT; (E) is a material supplier, service provider or customer 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 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 intermediaries registered with the Board, all with net-worth of more than five hundred crore rupees, as per the last audited financial statements;] (z) investment management agreement means an agreement between the trustee and the investment manager which lays down the roles and responsibilities of the investment manager towards the InvIT; (za) InvIT or Infrastructure Investment Trust shall mean the trust registered as such under these regulations; (zb) InvIT assets means assets owned by the InvIT, whether directly or through a 17 [holdco and/ or] SPV, and includes all rights, interests and benefits arising from and incidental to ownership of such assets; (zc) Lead member means the lead member of the Concessionaire SPV for PPP projects as defined in the project documents; 69 [ (zca) liquid asset means cash, units of overnight or liquid mutual fund schemes, fixed deposits of scheduled commercial banks, government securities, treasury bills, repo on government securities and repo on corporate bonds. ] (zd) listed InvIT means an InvIT whose units are listed on a recognized stock exchange; (ze) LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008; (zf) investment manager means a company or LLP or body corporate which manages assets and investments of the InvIT and undertakes activities of the InvIT as specified under regulation 10; (zg) NAV or net asset value means the value of the InvIT 18 [assets reduced by the external debt] divided by the number of outstanding units as on a particular date; 65 [ Explanation . For the purpose of calculating the number of outstanding units, any outstanding subordinate units shall not be included ] (zh) net worth in relation to a company or a body corporate shall have the meaning assigned to it under sub-section (57) of section 2 of the Companies Act, 2013;. (zi) non-PPP project means an infrastructure project that is not a PPP project; (zj) offer document means any document described or issued as an offer document including any notice, circular, advertisement or other document inviting offers 19 [through a public issue] for the subscription or purchase of units of the 20 [***] InvIT and includes initial 21 [public] offer document, follow-on offer document 22 [ , letter of offer in case of rights 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 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 institutions placement or any other issue as may be specified by the Board; 24 [(zoa) private placement means an issue of units by an InvIT to any select person or group of persons and does not include an offer 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 25 [and/or management]: 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; ] (zp) project manager means 26 [a company or LLP or a body corporate] designated as the project manager by the InvIT, responsible for achieving execution 27 [/management] of the project as specified under regulation 11 and in case of PPP projects, shall mean the entity responsible for such execution and achievement of project milestones in accordance with the concession agreement or any other relevant project document; (zq) public for the purposes of offer and listing of units means any person other than related party of the InvIT or any other person as may be specified by the Board: Provided that in case any related party to the InvIT is a qualified institutional buyer, such person shall be included under the term public ; (zr) public issue means issue of units by a 28 [***] InvIT to the public and includes initial 29 [public] offer and follow-on offer or any other issue made to the public as may be specified by the Board; (zs) qualified Institutional buyer shall have the meaning assigned to it under clause (zd) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue Of Capital And Disclosure Requirements) Regulations, 2009; (zt) qualified Institutions placement means allotment of units by a listed 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 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(s); (ii) entities or person(s) which are controlled by such sponsor; (iii) entities or person(s) who control such body corporate; (iv) entities or person(s) which are controlled by entities or person(s) specified in clause (iii). ] (zy) SPV or special purpose vehicle means any company or LLP, (i) in which 35 [either] the InvIT 36 [or the holdco] holds or proposes to hold controlling interest and not less than fifty [ 37 one] per cent. of the equity share capital or interest: Provided that in case of PPP projects where such acquiring or holding is disallowed by government or regulatory provisions under the concession agreement or such other agreement, this clause shall not apply and shall be subject to provisions under proviso to sub-regulation (3) of regulation 12; (ii) which holds not less than ninety per cent. of its assets directly in infrastructure projects and does not invest in other SPVs; and (iii) which is not 38 [***] engaged in any other activity other than activities pertaining to and incidental to the underlying infrastructure projects; (zz) sponsor means any company or LLP or body corporate which sets up the InvIT and is designated as such at the time of application made to the Board 39 [***] 53 [ and shall include an inducted sponsor ] ; (zza) strategic investor means, a. an infrastructure finance company registered with Reserve Bank of India as a Non Banking Financial Company; b. a Scheduled Commercial Bank; c. 40 [a multilateral and/or bilateral development financial institution]; d. a systemically important Non Banking Financial Companies registered with Reserve Bank of India; e. a foreign portfolio investors, 54 [ f. an insurance company registered with the Insurance Regulatory and Development Authority of India; g. a mutual fund. ] 41 [who invest, either jointly or severally,] 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]; 66 [ (zzaa) subordinate unit means an instrument issued by an InvIT which can be reclassified as an ordinary unit ] (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 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 Securities Contracts (Regulation) Act, 1956, (42 of 1956), the Companies Act, 2013 (18 of 2013), or any rules or regulations made thereunder, shall have the same meanings respectively assigned to them in those Acts, rules or regulations or any statutory modification or re-enactment thereto, as the case may be. *************** NOTES:- 1 Substituted 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 associate of any person includes . 2 Sub clause (v) 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 where the said person is a company or a body corporate or an LLP, its group companies; 3 Sub clause (vi) 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 companies or LLPs under the same management; 4 Sub clause (vii) 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 where the said person is an InvIT, related parties to the InvIT; 5 Sub clause (viii) 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 any company or LLP or body corporate in which the person or its director(s) or partner(s) holds, either individually or collectively, more than fifteen percent of its paid-up equity share capital or partnership interest, as the case may be; 6 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 7 Inserted by the Securities and Exchange Board of India (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 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 (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 18 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 19 Substituted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to its substitution it was read as from the public . 20 Omitted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to its omission it read as publically offered . 21 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 22 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 23 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 24 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 25 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 26 Inserted ibid in place of the words the person . 27 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 28 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 public issue means issue of units by a publically offered InvIT to the public and includes initial offer and follow-on offer or any 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 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 Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. Prior to the omission it read as which is not be engaged in any other activity other than activities pertaining to and incidental to the underlying infrastructure projects; 39 Words and in case of PPP projects, shall mean the infrastructure developer or a special purpose vehicle holding concession agreement , omitted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 40 Substituted ibid for the words an international multilateral financial institution . 41 Substituted for the words who together invest by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. 42 Inserted ibid. 43 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 44 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 45 Substituted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the substitution, the definition of the term valuer read as follows: valuer means any person 45 [(s)] who is a registered valuer under section 247 of the Companies Act, 2013 45 [or as defined hereunder] and who has 45 [/have] been appointed by the investment manager to undertake 45 [both financial and technical] valuation of the InvIT assets: Provided that:- 45 [(a) a valuer in respect of financial valuation means,- (i) a chartered accountant, company secretary or cost accountant who is in 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 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 the valuer based on value of the infrastructure and other assets owned by the InvIT, whether directly or through SPV excluding any debtor liabilities thereof. 47 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 48 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 the valuer based on value of the infrastructure and other assets owned by the InvIT, whether directly or through SPV excluding any debtor liabilities thereof. 49 Substituted for the words value of InvIT assets by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 50 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 51 Omitted 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 excluding any debtor liabilities thereof 52. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/15 dated 16-6-2020 53. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/15 dated 16-6-2020 54. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/15 dated 16-6-2020 55. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/122 dated 14-02-2023 w.e.f. 01-04-2023 before it was read as, (g) change in control , means, (i) In case 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 Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 64. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/145 dated 16-08-2023 65. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024 66. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024 67. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024 68. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/192 dated 09-07-2024 69. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/192 dated 09-07-2024