Regulation 10 - Rights and responsibilities of manager - Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

Rights and responsibilities of manager. 10. (1) The manager shall make the investment decisions with respect to the underlying assets of the REIT including any further investment or divestment of the assets. (2) The manager shall ensure that the real estate assets of the REIT or 1 [holdco and/or] SPV have proper legal and marketable titles and that all the material contracts including rental or lease agreements entered into on behalf of REITs or 2 [holdco and/or] SPV are legal, valid, binding and enforceable by and on behalf of the REIT or 3 [holdco and/or] SPV. (3) The manager shall ensure that the investments made by the REIT are in accordance with the investment conditions specified in regulation 18 and in accordance with the investment strategy of the REIT. (4) The manager shall undertake management of the REIT assets including lease management, maintenance of the assets, regular structural audits, regular safety audits, etc. either directly or through the appointment and supervision of appropriate agents. (5) The manager, in consultation with trustee, shall appoint the valuer(s), auditor, registrar and transfer agent, merchant banker, custodian and any other intermediary or service provider or agent for managing the assets of the REIT or for offer and listing of its units or any other activity pertaining to the REIT in a timely manner and in accordance with these regulations. 13 [ (6) Subject to the provisions of this chapter, the manager of the REIT shall appoint an individual or a firm as the auditor, who shall hold office from the date of conclusion of the annual meeting in which the auditor has been appointed till the date of conclusion of the sixth annual meeting of the unitholders in accordance with the procedure for selection of auditors, as may be specified by the Board. ] 14 [ (6A) The manager of the REIT shall not appoint or re-appoint- (a) an individual as the auditor for more than one term of five consecutive years; and (b) an audit firm as the auditor for more than two terms of five consecutive years: Provided that- (i) the individual auditor who has completed the term under clause (a) shall not be eligible for re-appointment as the auditor in the same REIT for a period of five years from the date of completion of the term; (ii) the audit firm that has completed its term under clause (b), shall not be eligible for reappointment as the auditor in the same REIT for a period of five years from the date of completion of its term. ] (7) The manager shall arrange for adequate insurance coverage for the real estate assets of the REIT: Provided that in case of assets held by 4 [holdco and/or] SPV, the manager shall ensure that real estate assets are adequately insured. (8) If the REIT invests in under-construction properties as per these regulations, the manager- (a) may undertake the development of the properties, either directly or through the SPV, or appoint any other person for development of such properties; and (b) shall oversee the progress of development, approval status and other aspects of the properties upto its completion. (9) The manager shall ensure that it has adequate infrastructure and sufficient key personnel with adequate experience and qualification to undertake management of the REIT at all times. (10) The manager 5 [and the merchant banker(s) shall] shall be responsible for,- (a) filing 6 [***] offer document with the Board and the designated stock exchange within the specified time period; (b) obtaining in-principle approval 7 [and final listing and trading approvals] from the designated stock exchange; (c) dealing with all matters relating to issue and listing of the units of the REIT as specified in Chapter IV. (11) The manager 8 [and the merchant banker(s),] shall ensure that disclosures made in the offer document or any other document as may be specified by the Board contain material, true, correct and adequate disclosures and are in accordance with these regulations and guidelines or circulars issued thereunder. (12) The manager shall declare distributions to the unit holders in accordance with the sub-regulation (16) of regulation 18. (13) The manager shall ensure adequate and timely redressal of all unit holders' grievances pertaining to activities of the REIT. (14) The manager shall ensure that the disclosures to the unit holders, Board, trustees and designated stock exchange are adequate, timely and in accordance with these regulations and guidelines or circulars issued thereunder. (15) The manager shall provide to the Board and to the designated stock exchanges any such information as may be sought by the Board or the designated stock exchange pertaining to the activities of the REIT. (16) The manager shall ensure that adequate controls are in place to ensure segregation of its activity as manager of the REIT from its other activities. (17) The manager or its associates shall not obtain any commission or rebate or any other remuneration, by whatever name called, arising out of transactions pertaining to the REIT other than as specified in the offer document or any other document as may be specified by the Board for the purpose of issue of units. (18) The manager shall submit to the trustee,- (a) quarterly reports on the activities of the REIT including receipts for all funds received by it and for all payments made, position on compliance with these regulations, specifically including compliance with regulations 18,19 and 20, performance report, status of development of under-construction properties, within thirty days of end of such quarter; (b) valuation reports as required under these regulations within fifteen days of the receipt of the valuation report from the valuer; (c) decision to acquire or sell or develop any property or expand existing completed properties along with rationale for the same; (d) details of any action which requires approval from the unit holders as required under the regulations; (e) details of any other material fact including change of its directors, any legal proceedings that may have a significant bearing on the activity of the REIT within seven working days of such action. (19) In case the manager fails to timely submit to the trustee information or reports as specified under sub-regulation (18) of this regulation or sub-regulation (8) of regulation 9, the trustee shall intimate the same to the Board and the Board may take action, as it deems fit. (20) The manager shall coordinate with trustee, as may be necessary, with respect to operations of the REIT. (21) The manager shall ensure that the valuation of the REIT assets is done by the valuer(s) in accordance with regulation 21. (22) The manager shall ensure that computation of NAV of the REIT is based on the valuation done by the valuer and is declared no later than fifteen days from the date of valuation 9 [ to the stock exchange(s)] and such computation shall be done and declared not less than once every six months. (23) The manager shall ensure that the audit of accounts of the REIT by the auditor is done not less than 10 [ once in a year] and such report is submitted to the designated stock exchange within 11 [sixty] days of end of such financial year ending March 31st 12 [***]. (24) The manager may appoint a custodian in order to provide such custodial services as may be authorised by the trustees and oversee activities of such custodian. (25) The manager shall place, before its board of directors in the case of a company or the governing board in case of an LLP, a report on activity and performance of the REIT every three months. (26) The manager shall designate an employee or director as the compliance officer for monitoring of compliance with these regulations and circulars issued thereunder and intimating the Board in case of any violation. (27) The manager shall convene meetings of the unit holders in accordance with regulation 22 and maintain records pertaining to the meetings in accordance with regulation 26. (28) The manager shall ensure the compliance with laws, as may be applicable, of the State or the local body with respect to the activity of the REIT including local building laws. (29) The manager shall ensure that all activities of management of assets of the REIT and activities of the intermediaries or agents or service providers appointed by the manager are in accordance with these regulations and circulars issued thereunder. 15 [ (30) The manager may at its discretion, offer unit based employee benefit scheme for its employees based on the units of the REIT subject to compliance with the provisions of Chapter IVA of these regulations. ] ************** NOTES:- 1 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 2 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 3 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 4 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 5 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 6 Omitted the draft and final by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 7 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 8 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 9 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 10 Substituted for twice annually by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 11 Substituted for forty five by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 12 Omitted and half-year ending on September 30th by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 13. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 before it was read as, (6) The manager shall appoint an auditor for a period of not more than five consecutive years: Provided that the auditor, not being an individual, may be reappointed for a period of another five consecutive years, subject to approval of unit-holders in the annual meeting. 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 15. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/193 dated 09-07-2024