Regulation 23 - Disclosures - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

Disclosures 23. (1) A privately placed InvIT shall ensure that the disclosures in the placement memorandum are in accordance with the sub-regulation (4) of regulation 15 and any circulars or guidelines issued by the Board in this regard. (2) A publicly offered InvIT shall ensure that the disclosures in the offer document are in accordance with the Schedule III and any circulars or guidelines issued by the Board in this regard. (3) The investment manager of all InvITs shall submit an annual report to all unit holders electronically or by physical copies and to the designated stock exchanges within three months from the end of the financial year. (4) The investment manager of shall submit a half-yearly report to the designated stock exchange within forty five days from the end of 3 [****] half year ending 4 [****] September 30th. 5 [ Provided that for any InvIT, whose units are listed and whose consolidated borrowings and deferred payments, in terms of regulation 20, is above forty nine per cent., such InvIT shall also submit a quarterly report to the designated stock exchange within thirty days from the end of every quarter ending June and December. ] 6 [ (5) Annual/ half yearly /quarterly reports shall contain disclosures as specified under Part-A, Part-B and Part-C, respectively, of Schedule IV. ] (6) The investment manager shall disclose to the designated stock exchanges any information having bearing on the operation or performance of the InvIT as well as price sensitive information which includes but is not restricted to the following, (a) acquisition or disposal of any projects, directly or through 1 [ holdco or] SPV, value of which exceeds five per cent. of value of the InvIT assets; (b) additional borrowing, at level of 2 [holdco or] SPV or the InvIT, exceeding fifteen per cent. of the value of the InvIT assets ; (c) additional issue of units by the InvIT; (d) details of any credit rating obtained by the InvIT and any change in such rating; (e) any issue which requires approval of the unit holders; (f) any legal proceedings which may have significant bearing on the functioning of the InvIT; (g) notices and results of meetings of unit holders, (h) any instance of non-compliance with these regulations including any breach of limits specified under the regulations; (i) any material issue that in the opinion of the investment manager or trustee needs to be disclosed to the unit holders. (7) The InvIT shall also submit such information to the designated stock exchanges and unit holders on a periodical basis as may be required under the listing agreement. (8) The InvIT shall disclose to the designated stock exchanges, unit holders and the Board such information and in the manner as may be specified by the Board. (9) The InvIT shall also provide disclosures or reports specific to sector or sub-sector in which the InvIT has invested or proposes to invest in the manner as may be specified by the Board. 7 [ (10) The investment manager shall disclose the unitholding pattern for ordinary units and subordinate units separately in such manner as may be specified by 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 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 3. Omitted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 before it was read as the every 4. Omitted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 before it was read as March 31st and 5. Inserted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 6. Substituted vide NOTIFICATION No. SEBI/LAD-NRO/GN/2019/10 dated 22-04-2019 before it was read as, (5) Such annual and half yearly reports shall contain disclosures as specified under Schedule IV. 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/182 dated 27-05-2024