Regulation 2 - Definitions - Securities and Exchange Board of India (Real Estate 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 [shall be as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include following],- (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; 41 [ (g) change in control , - (i) in case of a body corporate, - (A) if its shares are listed on any recognized 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 recognized 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 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, whether 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 property means property for which occupancy certificate has been received from the relevant authority; (j) 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; (k) custodian means a person registered with the Board under the Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996; 7 [(ka) debt securities shall be as defined under Regulation 2(1)(e) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;] (l) designated stock exchange means a recognised stock exchange in which units of a REIT are listed or proposed to be listed and which is chosen by the REIT as a designated stock exchange for the purpose of a particular issue of the units of the REIT under these regulations: Provided that where one or more of such stock exchanges have nationwide trading terminals, the REIT shall choose one of them as the designated stock exchange: Provided further that subject to the provisions of this clause, the REIT may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of units of the REIT under these regulations; 51 [ (la) employee unit option scheme means a scheme under which the manager grants unit options to its employees through an employee benefit trust. Explanation. - For the above purpose, employees of the manager shall include all directors of the manager except independent directors. ] (m) floor space index or FSI shall mean the buildable area on a plot of land as specified by the competant authority; (n) follow on offer means offer of units of a listed REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public; (o) 8 [***] (p) form means any of the forms set out in the Schedule I of these regulations; 9 [(pa) 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 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 offer document filed with the Board; ] (q) 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; initial offer means the first offer of units of an REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public; 45 [ (qa) group entities of the Manager means: (i) entities or person(s) which are controlled by the Manager; (ii) entities or person(s) who control the Manager; or (iii) entities or person(s) controlled by entities or person(s) specified in sub-clause (ii). ] 10 [ 44 [ (qai) ] holdco or holding company shall mean a company or LLP.,- (i) in which REIT holds or proposes to hold 11 [***] not less than fifty 12 [***] per cent. of the equity share capital or interest and which it in turn has made investments in other SPV(s), which ultimately hold the property(ies); (ii) which is not engaged in any other activity other than holding of the underlying SPV(s), holding of real estate/properties and any other activities pertaining to and incidental to such holdings; ; 42 [ 46 [ (qb) ] Independent director in case of a company means a director, other than a nominee director of the Manager: - (i) who, in the opinion of the Board of Directors of the Manager, is a person of integrity and possesses relevant expertise and experience; (ii) who is not or was not a sponsor of the REIT, a promoter of parties to the REIT, their holding, subsidiary or associate or a member of the sponsor group of the REIT; (iii) who is not related to the REIT, its Holdco and/or SPV, parties to the REIT, its holding company or associate or their promoters or directors; (iv) who, apart from receiving a director's remuneration, does not have or has had any material pecuniary relationship with the REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT, two percent of the paid-up capital of the parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT, its Holdco or SPV, parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT or its holding, subsidiary or associate or any company belonging to parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT, its holding company, subsidiary or associate; or (2) any legal or a consulting firm that has or had any transaction with the REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT; (D) is a chief executive or director, by whatever name called, of any non- profit organisation that receives twenty-five per cent or more of its receipts or corpus from the REIT, its Holdco and/or SPV, parties to the REIT, 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 REIT, its Holdco and/or SPV, parties to the REIT; (E) is a material supplier, service provider or customer or a lessor or lessee of the REIT, its Holdco and/or SPV, parties to the REIT, 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. ] 36 [ (qaa) inducted sponsor means any person who has been inducted as a sponsor in accordance with sub-regulation (8) of regulation 22. ] 47 [ (qc) ] initial offer means the first offer of units of an REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public;] (r) 13 [***] (s) inspecting officer means any one or more person appointed by the Board to exercise powers conferred under Chapter VII of these regulations; (t) investment management agreement means an agreement between the trustee and the manager which lays down the roles and responsibilities of the manager towards the REIT; 52 [ (ta) 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. ] (u) listed REIT means a REIT whose units are listed on a recognized stock exchange; (v) LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008; (w) manager means a company or LLP or body corporate incorporated in India which manages assets and investments of the REIT and undertakes operational activities of the REIT; (x) net asset value or NAV means the value of the REIT 14 [assets reduced by the external debt] divided by the number of outstanding units as on a particular date; (y) 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; (za) occupancy certificate means a completion certificate, or such other certificate, as the case may be, issued by the competent authority permitting occupation of any property under any law for the time being in force; (zb) offer document means any document described or issued as an offer document including any notice, circular, advertisement or other document inviting offers 15 [through a public issue] for the subscription or purchase of units of the REIT and includes initial offer document, follow-on offer document 16 [, letter of offer in case of rights issue] and any other document as may be specified by the Board; (zc) parties to the REIT shall include the 17 [sponsor group(s)], 37 [ inducted ] sponsor(s), manager, and trustee; (zd) preferential issue means an issue of units by a listed REIT 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; (ze) public for the purposes of offer and listing of units means any person other than related party of the REIT or any other person as may be specified by the Board: Provided that in case any related party to the REIT is a qualified institutional buyer, such person shall be included under the term 'public'; (zf) public issue means an initial offer or follow-on offer or any other issue made to the public as may be specified by the Board; (zg) qualified institutional buyer shall have the meaning assigned to it under clause (zd) of sub-regulation (1) of regulation 2 of the SEBI (Issue Of Capital And Disclosure Requirements) Regulations, 2009; (zh) qualified institutions placement means allotment of units by a listed REIT to qualified institutional buyers on private placement basis in terms of these regulations; (zi) real estate or property means land and any permanently attached improvements to it, whether leasehold or freehold and includes buildings, sheds, garages, fences, fittings, fixtures, warehouses, car parks, etc. and any other assets incidental to the ownership of real estate but does not include mortgage: Provided that any asset falling under the purview of 'infrastructure' as defined vide Notification of Ministry of Finance dated October 07, 2013 including any amendments or additions made thereof shall not be considered as 'real estate' or 'property' for the purpose of these regulations; 18 [Notwithstanding the above, following captured within the abovementioned definition of infrastructure shall be considered under real estate or property ,- (i) hotels, hospitals and convention centers, forming part of composite real estate projects, whether rent generating or income generating; (ii) common infrastructure for composite real estate projects, industrial parks and SEZ;] (zj) 19 [ real estate assets means properties held by REIT, on a freehold or leasehold basis, whether directly or through a holdco and/or a special purpose vehicle]; (zk) recognised stock exchange means any stock exchange which is recognised under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956); 38 [ **** ] 50 [ (zm) REIT or Real Estate Investment Trust means a person that pools rupees fifty crores or more for the purpose of issuing units to at least two hundred investors so as to acquire and manage real estate asset(s) or property(ies), that would entitle such investors to receive the income generated therefrom without giving them the day-to-day control over the management and operation of such real estate asset(s) or property(ies). Explanation 1 . For the purpose of these regulations, a REIT or Real Estate Investment Trust shall include an SM REIT under Chapter VIB of these regulations. Explanation 2 . For the removal of doubts, it is hereby clarified that for the purpose of these regulations, any company which acquires and manages real estate asset(s) or property(ies) and offers or issues securities to the investors, shall not be construed as a REIT or Real Estate Investment Trust; ] (zn) 20 [ REIT assets means real estate assets and any other assets held by the REIT, on a freehold or leasehold basis, whether directly or through a holdco and/or a special purpose vehicle. ]; (zo) 21 [ related party shall be defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include:] (i) parties to the REIT; (ii) 22 [***] (iii) 23 [***] 24 [promoters] 25 [***], directors and partners of the persons in clause (i) 26 [***]; (zp) rent generating property means property which has been leased or rented out in accordance with an agreement entered into for the purpose; (zq) rights issue means an offer of units by a listed REIT to the unit holders of the REIT as on the record date fixed for the said purpose; (zr) right-of-first-refusal or ROFR of a REIT means the right given to the REIT by a person to enter into a transaction with it before the person is entitled to enter that transaction with any other party; 49 [ (zra) Self-Sponsored Manager means the Manager of a REIT who has dual responsibilities of both the Manager as well as the sponsor. ] 43 [ 48 [ (zrb) ] Senior Management means officers or personnel of the 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, Whole Time Director, manager (including Chief Executive Officer or manager, in case they are not part of the Board of Directors) and shall specifically include the Compliance Officer and Chief Financial Officer; ] (zs) special purpose vehicle or SPV means any company or LLP, - (i) in which 27 [either the REIT or the holdco] holds or proposes to hold 28 [***] not less than fifty 29 [ 30 [***]] per cent. of the equity share capital or interest; (ii) which holds not less than eighty per cent. of its assets directly in properties and does not invest in other special purpose vehicles; and (iii) which is not engaged in any activity other than holding and developing property and any other activity incidental to such holding or development; (zt) sponsor means any person(s) who set(s) up the REIT and designated as such at the time of application made to the Board 39 [ and shall include an inducted sponsor; ] ; 31 [ (zta) sponsor group includes: (i) the sponsor(s); (ii) in case the sponsor is a body corporate: a. entities or person(s) which are controlled by such body corporate; b. entities or person(s) who control such body corporate; c. entities or person(s) which are controlled by person(s) as referred at clause b. (iii) in case sponsor is an individual: a. an immediate relative of such individual (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and b. entities or person(s) which are controlled by such individual;] 32 [(ztb) strategic investor means, - a. an infrastructure finance company registered with the Reserve Bank of India as a Non-Banking Financial Company; b. a Scheduled Commercial Bank; c. a multilateral 33 [and/or] bilateral development financial institution; d. a systemically important Non-Banking Financial Company registered with the Reserve Bank of India; e. a foreign portfolio investor, 40 [ f. an insurance company registered with the Insurance Regulatory and Development Authority of India; g. a mutual fund. ] who invest, either jointly or severally, not less than five per cent. of the total offer size of the REIT or such amount as may be specified by the Board from time to time, 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;] (zu) transferable development rights or TDR shall mean development rights issued by the competent authority under relevant laws in lieu of the area relinquished or surrendered by the owner or developer or by way of declared incentives by the government or authority; (zv) trustee means a person who holds the REIT assets in trust for the benefit of the unit holders, in accordance with these regulations; (zw) under-construction property means a property of which construction is not complete and occupancy certificate has not been received; (zx) unit means beneficial interest of the REIT; (zy) unit holder means any person who owns units of the REIT; 34 [ (zz) 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.] (zza) 35 [***] (zzb) value of the REIT assets means aggregate value of all the assets under the REIT as assessed by the valuer. (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 for includes by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 2 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub-clause (v) read as under :, where the said person is a company or a body corporate or an LLP, its group companies; 3 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub-clause (vi) read as under :, companies or LLPs under the same management; 4 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub-clause (vii) read as under : where the said person is a REIT, related parties to the REIT; 5 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub-clause (viii) read as under : any company or LLP or body corporate in which the person or its director(s) or partner(s) hold(s), either individually or collectively, more than fifteen percent of its paid-up equity share capital or partnership interest, as the case may be; 6 Substituted for the word more by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 7 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 8 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (o) read as under : follow-on offer document means any document by which follow-on offer is made to the public; 9 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 10 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 11 Words controlling interest and omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 12 Word one omitted ibid. 13 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (r) read as under : initial offer document means any documentby which initial offer is made to the public by the REIT; 14 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 15 Substituted for from the public by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 16 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 17 Substituted for sponsor(s) by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 18 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 19 Substituted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. Prior to the substitution, the definition read as follows: real estate assets means properties owned by REIT whether directly or through a special purpose vehicle 20 Substituted ibid. Prior to the substitution, the definition read as follows: REIT assets means real estate assets and any other assets owned by the REIT whether directly or through a 20[holdco and /or] special purpose vehicle 21 Substituted for related party to the REIT shall include: by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 22 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, sub-clause (ii) read as under : any unit holder holding, directly or indirectly, more than twenty per cent. of the units of the REIT; 23 Omitted associates, , by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 24 Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 25 The word sponsors was omitted ibid. 26 Omitted and (ii) , by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 27 Substituted for the REIT by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 28 Words controlling interest and omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 29 Word one omitted ibid. 30 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 31 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 32 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 33 Substituted for the word and by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 34 Substituted by the SEBI (Real Estate (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the substitution, the definition of the term valuer read as follows: (zz) valuer means any person who is a registered valuer under section 247 of the Companies Act, 2013 34[or as defined hereunder] and who has34[/have] been appointed by the manager to undertake 34[both financial and technical] valuation of the REIT assets: 34[ (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 (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, the 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; 35 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (zza) read as under : value of the REIT means value of the REIT as certified by the auditor based on the value of REIT assets held directly or through the SPV excluding any debt or liabilities thereof; 36 Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/16 dated 16-06-2020 37 Substituted vide Notification No. SEBI/LAD-NRO/GN/2020/16 dated 16-06-2020 before it was read as re-designated 38 Omitted vide Notification No. SEBI/LAD-NRO/GN/2020/16 dated 16-06-2020 before it was read as (zl) re-designated sponsor means any person who has assumed the responsibility of the sponsor as provided under regulation 11 from the person as designated under clause (zt) of sub-regulation (1) of this regulation or from any re-designated sponsor thereafter; 39 Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/16 dated 16-06-2020 40 Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/16 dated 16-06-2020 41 Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/123 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 6 [not less] than fifty percent of voting rights or interest; 42. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 w.e.f. 01-04-2023 43. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 w.e.f. 01-04-2023 44. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (qa) 45. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 46. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (qai) 47. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (qb) 48. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (zra) 49. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 50. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/166 dated 08-03-2024 before it was read as, (zm) REIT or Real Estate Investment Trust shall mean a trust registered as such under these regulations; 51. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/193 dated 09-07-2024 52. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/193 dated 09-07-2024