Regulation 17 - Delisting of units and winding up of the InvIT - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

Delisting of units and winding up of the InvIT 17. (1) The investment manager shall apply for delisting of units of the InvIT to the Board and the designated stock exchanges if,- (a) the public holding falls below the specified limit under sub-regulation (6) of regulation 16; (b) the number of unit holders of the InvIT falls below the limit as specified under sub-regulation (7) 1 [of regulation 16]; (c) if there are no projects or assets remaining under the InvIT for a period exceeding six months and InvIT does not propose to invest in any project in future: Provided that, the period may be extended by further 6 months, with the approval of unitholders in the manner as specified in regulation 22; (d) the Board or the designated stock exchanges require such delisting for violation of the listing agreement or these regulations or the Act; (e) the 2 [****] trustee 3 [ and investment manager ] requests such delisting and such request has been approved by unit holders in accordance with regulation 22; 6 [ **** ] Provided that exit shall be provided to dissenting unit holders. (f) unit holders apply for such delisting in accordance with regulation 22; (g) the Board or the designated stock exchanges require such delisting in the interest of the unit holders: Provided that if clause (a) or (b) is breached, the trustee may provide a period of six months to the investment manager to rectify the same, failing which shall apply for such delisting: Provided further that in case of PPP projects, such delisting shall be subject to relevant clauses in the concession agreement. (2) The Board and the designated stock Exchanges may consider such application for delisting for approval or rejection as may be appropriate in the interest of the unit holders. (3) The Board may, instead of delisting of the units, if it deems fit, provide additional time to the InvIT or parties to the InvIT to comply with sub-regulation (1). (4) The Board may reject the application for delisting and take any other action, as it deems fit, under these regulations or the Act for violation of the listing agreement or these regulations or the Act. (5) The procedure for delisting of units of InvIT including provision of exit option to the unit holders shall be in accordance with the listing agreement and in accordance with procedure as may be specified by the Board and by the designated stock exchanges from time to time. (6) After delisting of its units, the InvIT shall surrender its certificate of registration to the Board and shall no longer undertake activity of an InvIT. 7 [ **** ] (7) The InvIT and parties to the InvIT shall continue to be liable for all their acts of omissions and commissions with respect to activities of the InvIT notwithstanding surrender of registration to the Board. ************** NOTES:- 1 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 2. Omitted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 before it was read as sponsor(s) or 3. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 4. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 5. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 6. Omitted vide Notification No. SEBI/LAD-NRO/GN/2022/101 dated 09-11-2022 w.e.f. 01-01-2023 before it was read as, 4 [ (ea) the trustee and the Investment Manager of a privately placed and listed InvIT chooses to convert InvIT to a privately placed unlisted InvIT and such request has been approved by unit holders in accordance with regulation 22: ] 7. Omitted vide Notification No. SEBI/LAD-NRO/GN/2022/101 dated 09-11-2022 w.e.f. 01-01-2023 before it was read as, 5 [ Notwithstanding the above, in case the delisting is done in terms of clause (ea) of sub-regulation (1),the InvIT may retain its certificate of registration and continue to undertake the activity of a privately placed and unlisted InvIT as specified in Chapter VIA. ]