Regulation 9 - Rights and responsibilities of trustee - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

CHAPTER III RIGHTS AND RESPONSIBILITIES OF PARTIES TO THE InvIT, VALUER AND AUDITOR Rights and responsibilities of trustee 9. (1) The trustee shall hold the InvIT assets in the name of the InvIT for the benefit of the unit holders in accordance with the trust deed and these regulations. (2) The trustee shall enter into an investment management agreement with the investment manager on behalf of the InvIT. (3) The trustee shall oversee activities of the investment manager in the interest of the unit holders, ensure that the investment manager complies with regulation 10 and shall obtain compliance certificate from the investment manager, in the form as may be specified, on a quarterly basis. (4) The trustee shall oversee activities of the project manager 1 [***] with respect to compliance with these regulations and the 2 [project implementation agreement/] project management agreement and shall obtain compliance certificate from the Project manager, in the form as may be specified, on a quarterly basis. (5) The trustee shall ensure that the investment manager complies with reporting and disclosures requirements in accordance with these regulations and in case of any delay or discrepancy, require the investment manager to rectify the same on an urgent basis. (6) The trustee shall review the transactions carried out between the investment manager and its associates and where the investment manager has advised that there may be a conflict of interest, shall obtain confirmation from a practising chartered accountant 3 [or valuer, as applicable,] that such transaction is on arm's length basis. (7) The trustee shall periodically review the status of unit holders' complaints and their redressal undertaken by the investment manager. (8) The trustee shall make distributions and ensure that investment manager makes timely declaration of distributions to the unit holders in accordance with sub-regulations (6),(7) and (8) of regulation 18. (9) The trustee may require the investment manager to set up such systems and procedures and submit such reports to the trustees, as may be necessary for effective monitoring of the functioning of the InvIT. (10) The trustee shall ensure that subscription amount is kept in a separate bank account in name of the InvIT and is only utilized for adjustment against allotment of units or refund of money to the applicants till the time such units are listed. (11) The trustee shall ensure that the remuneration of the valuer is not be linked to or based on the value of the assets being valued. (12) The trustee shall ensure that the investment manager convenes meetings of the unit holders in accordance with these regulations and oversee the voting by unit holders. (13) The trustee shall ensure that the investment manager convenes meetings of unit holders not less than once every year and the period between such meetings shall not exceed fifteen months. (14) The trustee may take up with the Board or with the designated stock exchange, as may be applicable, any matter which has been approved in any meeting of unit holders, if the matter requires such action. (15) In case of any change in investment manager due to removal or otherwise, a. prior to such change, the trustee shall obtain approval from unit holders in accordance with regulation 22 and from the Board; b. the trustee shall appoint the new investment manager within three months from the date of termination of the earlier investment management agreement; c. the previous investment manager shall continue to act as such at the discretion of trustee till such time as new investment manager is appointed; d. the trustee shall ensure that the new investment manager shall stand substituted as a party in all the documents to which the earlier investment manager was a party; e. the trustee shall ensure that the earlier investment manager continues to be liable for all its acts of omissions and commissions notwithstanding such termination. (16) In case of any change in the project manager due to removal or otherwise, a. the trustee shall appoint the new project manager within three months from the date of termination of the earlier 4 [project implementation agreement/] project management agreement; b. the trustee may, either suo motu or based on the advice of the concessioning authority appoint an administrator in connection with a infrastructure project(s) for such term and on such conditions as it deems fit; c. the previous project manager shall continue to act as such at the discretion of trustee till such time as new project manager is appointed; d. all costs and expenses in this regard will be borne by the new project manager; e. the trustee shall ensure that the new project manager shall stand substituted as a party in all the documents to which the earlier project manager was a party; f. the trustee shall ensure that the earlier project manager continues to be liable for all its acts of omissions and commissions for the period during which it served as the project manager, notwithstanding such termination. (17) 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 investment manager. (18) In case of change in control of the project manager in a PPP project, the trustee shall ensure that written consent of the concessioning authority is obtained in terms of the concession agreement prior to such change, where applicable. (19) The trustee 5 [of the InvIT] shall not invest in units of the InvIT in which it is designated as the trustee. (20) The trustee shall ensure that the activity of the InvIT is being operated in accordance with the provisions of the trust deed, these regulations and the offer document or placement memorandum and if any discrepancy is noticed, shall inform the same to the Board immediately in writing. (21) The trustee shall provide to the Board and to the designated stock exchanges, where applicable, such information as may be sought by the Board or by the designated stock exchanges pertaining to the activity of the InvIT. (22) The trustee shall immediately inform the Board in case any act which is detrimental to the interest of the unit holders is noted. *************** NOTES:- 1 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 (4) The trustee shall oversee activities of the project manager other than that relating with revenue streams from the projects with respect to compliance with these regulations and the project management agreement and shall obtain compliance certificate from the Project manager, in the form as may be specified, on a quarterly basis. 2 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 3 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 4 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016. 5 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 the trustee or its associates shall not invest in units of the InvIT in which it is designated as the trustee.