Disclosure of financial information in offer document/placement memorandum for InvITs - SEBI - CIR/IMD/DF/114/2016

CIRCULAR CIR/IMD/DF/114/2016 October 20, 2016 To All Infrastructure Investment Trusts (InvITs) All Parties to InvITs All Stock Exchanges All Merchant Bankers Dear Sir / Madam, Sub: Disclosure of financial information in offer document/placement memorandum for InvITs 1. Regulation 15(3), read with Schedule III, and Regulation 15(4) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 prescribe disclosures to be made in an offer document and placement memorandum respectively. The said disclosures, inter-alia, include disclosures for financial information of the InvIT as well as the Investment Manager and the Sponsor. 2. With reference to aforesaid Regulations, the detailed requirements for disclosure of financial information in offer document/placement memorandum for InvITs are placed at Annexure - A . 3. This Circular is issued in exercise of powers conferred under Section 11(1) of Securities and Exchange Board of India Act, 1992 read with Regulation 33 of InvIT Regulations. 4. This Circular is available on SEBI website at www.sebi.gov.in under the categories Legal Framework and under the drop down Circulars . Yours faithfully, Richa G. Agarwal Deputy General Manager Investment Management Department Tel No.022-2644 9596 Email id - [email protected] Annexure - A Financial information to be disclosed in offer document/placement memorandum (A) Financial Information of InvIT: The financial information, to be disclosed in the offer document/placement memorandum, shall comply with the following: 1. Period of financial information to be disclosed: 1.1. The offer document / placement memorandum shall contain financial information for a period of last three completed financial years immediately preceding the date of offer document / placement memorandum. 1.2. If the closing date of the last completed financial year falls more than six months before the date of offer document / placement memorandum, then the InvIT shall also disclose interim financial information, in addition to the three year financial information referred in para 1.1.above. The said interim financial information shall be not more than six months old from the date of offer document / placement memorandum. 2. Nature of financial information 2.1. InvIT shall disclose the financial information for the previous three financial years and the interim period, if any, in either of the following manner depending upon the history of the InvIT: (a) If the InvIT has been in existence for the last three completed financial years immediately preceding the date of offer document / placement memorandum, then the historical financial statements of the InvIT (on both standalone as well as consolidated basis) for last three years, and the interim period, if any, shall be disclosed. (b) If the InvIT has been in existence for a period lesser than the last three completed financial years and the historical financial statements of InvIT are not available for some portion or the entire portion of the reporting period of three years and interim period, then the combined financial statements need to be disclosed for the periods when such historical financial statements are not available. The principles for preparation of combined financial statements are discussed in Section (G) below. 3. Content and basis of preparation of financial information: 3.1. The financial information shall be prepared in accordance with Indian Accounting Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015. 3.2. The financial information presented by the InvIT can be in the form of condensed financial statements. Such financial information shall comply with the minimum requirements for condensed financial statements as described in Ind AS 34 on Interim Financial Reporting , to the extent applicable. 3.3. The financial information shall, inter-alia, disclose the following financial statements: (a) Balance Sheet; (b) Statement of Profit and Loss/Income and Expenditure; (c) Statement of Changes in Unit holders Equity; (d) Statement of Cash Flows; (e) Statement of Net Assets at Fair Value (f) Statement of Total Returns at Fair Value (g) Explanatory notes annexed to, or forming part of, any statements referred above For the financial statements listed above, the minimum information to be disclosed is given in Section (H) below. 3.4. The financial information shall be disclosed after making the following adjustments, wherever applicable and wherever quantification is possible: (a) Adjustments/rectifications for all incorrect accounting practices or failures to make provisions or other matters which resulted in modified opinion(s) or modification(s) to the opinion in the auditor s report. Modified opinion(s), where quantification is not possible and which have not been adjusted, shall be highlighted along with the management comments. If the impact of above adjustments/ rectifications is not considered ascertainable, then a statement to that effect shall be given by the auditors. (b) Material amounts relating to adjustments for prior period errors/items (as discussed in Ind AS 8 Accounting Policies, Changes in Accounting Estimates and Errors ) shall be identified and adjusted in arriving at the profits of the years to which they relate. (c) Where there has been a change in accounting policy, the profits or losses/incomes or expenditures of the earlier years (required to be disclosed in the offer document/ placement memorandum) and of the year in which the change in the accounting policy has taken place shall be recomputed to reflect what the profits or losses/incomes or expenditures of those years would have been if a uniform accounting policy was followed in each of these years. (d) If any accounting policy followed in past was not in compliance with applicable laws and/or accounting standards, the financial statements shall be adjusted and recomputed in accordance with correct accounting policies. (e) The Balance Sheet shall be prepared after deducting the balance outstanding on Revaluation reserve account from both Fixed assets and Reserves and the Net worth should be arrived at after such deductions. 3.5. Financial statements shall disclose all material items, i.e., the items if they can, individually or collectively, influence the economic decisions made on the basis of the financial statements. Materiality shall be judged and determined by the Investment Manager depending upon pertinent facts and circumstances, including the size or nature of the item or a combination of both. In addition to the consideration of materiality as specified above, any item of income or expenditure, which exceeds one per cent of the revenue from operations or ₹ 10 lacs, whichever is higher, shall be disclosed separately either on the face of financial statements or in the schedules/notes. 4. Additional financial disclosures In addition to the financial statements referred in Paragraph 3 above, the following statements/disclosures shall also be included as a part of the audited financial information and shall also be subjected to audit: 4.1. Project wise operating cash flows: The InvIT shall disclose operating cash flow from the projects (project-wise) for all the InvIT assets that are included in such financial information for the last three years and interim period, if any. 4.2. Earnings per Unit: The InvIT shall disclose Earnings per Unit (EPU) for the last three years and the interim period, if any. The principles for computation of EPU shall be same as the principles laid down in Ind AS 33 Earnings per Share, to the extent applicable. Relevant disclosures shall be provided as part of the notes for the EPU computation. Contingent liabilities: (a) A statement of InvIT s Contingent liabilities, if any, as on the date of latest financial information disclosed in the offer document/placement memorandum, shall be disclosed. (b) If there are any material changes in the contingent liabilities from the aforementioned date of latest financial information to the date of the offer document / placement memorandum, the details of such changes shall be disclosed in the offer document / placement memorandum. 4.3. Commitments: (a) A statement of InvIT s Commitments, if any, as on the date of latest financial information disclosed in the offer document/placement memorandum, shall be disclosed. (b) If there are any material changes in the commitments from the aforementioned date of latest financial information to the date of the offer document / placement memorandum, the details of such changes shall be disclosed in the offer document / placement memorandum. 4.4. Related party pransactions: (a) For the related parties as defined in the InvIT regulations, the InvIT shall provide relevant disclosures of all related party transactions in compliance with the requirements of Ind AS 24 - Related Party Disclosures . (b) In addition to the disclosures required as per Ind AS 24, the following additional disclosures related to Related parties and Related party transactions shall also be included: i. Details of related party and its relationship with InvIT; ii. Nature of the transaction; iii. Value of the transaction; iv. In case of any related party transaction involving acquisition or disposal of an InvIT asset, the following additional information shall be provided Summary of valuation report; Material conditions or obligations in relation to the transaction; Rate of interest, if external financing has been obtained for the transaction/acquisition; and Any fees or commissions received or to be received by any associate of the related party in relation to the transaction. 4.5. Capitalisation statement An InvIT shall disclose a Capitalisation Statement showing total debt, net worth, and the debt/equity ratios before and after the completions of issue. An illustrative format of the Capitalisation Statement is specified hereunder: Particulars Pre-issue as at............. As Adjusted for issue (Amount) Total Debt xx xx Unitholders Funds Unit Capital xx xx xx xx xx xx xx xx Reserves xx xx Provided that in case of any change in the Unit Capital (since the date from which the financial information has been disclosed in the Offer document/placement memorandum), a note explaining the nature of the change shall be given. 4.6. Debt payment history A statement including history of interest and principal payments of InvIT shall be disclosed for past three years and interim period, if any, covering all InvIT assets forming part of the historical financial information. Additionally, the following shall also be disclosed: The carrying amount of debt at the beginning of each year Additional borrowings during the year Repayments during the year Other adjustments / settlements during the year The carrying amount of debt at the end of each year 5. Audit of Financial Information : 5.1. The financial information shall be audited and the following shall be complied with respect to same: : (a) The audit shall be carried out by the auditor appointed for the InvIT as per the InvIT regulations. The auditor, so appointed, shall be the one who has subjected itself to the peer review process of the Institute of Chartered Accountants of India (ICAI) and who holds a valid certificate issued by the Peer Review Board of ICAI. (b) In providing his report, the auditor shall be guided by the requirements of the Guidance Note on Reports in Company Prospectuses , issued by ICAI, to the extent applicable. (c) In particular, the reports of the auditors on the financial statements of the various InvIT assets (whether prepared in accordance with the framework applicable to such InvIT assets or the framework applicable to the InvIT) for the respective periods covered in the period of three years and the interim period, if any, will have to be taken into consideration and the same shall be relied upon by the auditor giving the final report. For the audit procedures to be followed in such case, the auditor shall be guided by the procedures stated in the Standard on Auditing (SA) 600, Using the Work of another Auditor , to the extent applicable. Further, the fact that the financial statements audited by other auditors have been relied upon shall be disclosed in the audit report. (d) As a part of the audit report, the auditor shall state whether: i. he has obtained all information and explanations which, to the best of his knowledge and belief, were necessary for the purpose of his audit; ii. the Balance Sheet and the Statement of Profit and loss/Income and Expenditure are in agreement with the books of account of the InvIT; and iii. the financial statements comply with the applicable accounting standards in his opinion. (e) As a part of the audit report, the auditor shall give his opinion as to whether: i. the balance sheet gives a true and fair view of the state of affairs of the InvIT as at the balance sheet dates; ii. the statement of profit and loss/income and expenditure gives a true and fair view of the InvIT s profits or losses/incomes or expenditures for the years/periods ended at the balance sheet dates; iii. the cash flow statement gives a true and fair view of the cash movements of the InvIT for the years/periods ended at the balance sheet dates; iv. the statement of changes in unit holders equity gives a true and fair view of the movement of the unit holders funds for the years/periods ended at the balance sheet dates; v. the statement of net assets at fair value gives a true and fair view of the net assets as at the balance sheet date; and vi. the statement of total returns at fair value gives a true and fair view of the total returns for the years/periods ended at the balance sheet dates. (B) Projections of InvIT s Revenues and Operating Cash flows 1. The offer document/placement memorandum shall contain disclosures of the projections of revenues and operating cash flows of the InvIT, project-wise, over the next three years including related assumptions. 2. The projections shall be disclosed for InvIT assets/projects that are owned by the InvIT or are proposed to be owned by InvIT prior to the allotment of units in the public offer/private placement. 3. The following minimum items shall be disclosed as a part of the projections for the next three years: Project-wise revenue Project-wise operating cash flows Assumptions for projections Any other item deemed important for better readability and understanding 4. The aforesaid projections, including assumptions, shall be certified by the auditor. For the purpose of said certification, the auditor shall be guided by the requirements of SAE 3400 for The Examination of Prospective Financial Information and any other relevant standards/directions issued by ICAI in this context. 5. Further, the aforesaid projections (including the underlying assumptions and calculations) shall also be certified by the Investment Manager. (C) Management Discussion and Analysis of InvIT s operations 1. InvIT shall prepare and disclose Management Discussion and Analysis (MDA) (by the Investment Manager), based on the financial statements. A comparison shall be provided for the most recent financial information with financial information of previous two years. 2. MDA shall, inter-alia contain the following : Overview of the business of the InvIT A summary of the financial information containing significant items of income and expenditure. Factors that may affect results of the operations, key risks and mitigating factors Quality of earnings and revenue streams Significant developments subsequent to the last financial year: A statement by the Investment Manager whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the offer document and which materially and adversely affect or is likely to affect the business or profitability of the InvIT, or the value of its assets, or its ability to pay its liabilities within the next twelve months. Procedure for dealing with and approval of related party transactions Related party transaction(s) involving acquisition or disposal of an InvIT asset The analysis shall discuss impact of such acquisition/disposal on the yield of the units of InvIT An analysis of reasons for the changes in significant items of income and expenditure shall also be given, inter alia, containing the following: unusual or infrequent events or transaction; significant economic changes that materially affected or are likely to affect income from continuing operations; known trends or uncertainties that have had or are expected to have a material adverse impact on revenues from continuing operations; future changes in relationship between costs and revenues, in case of events such as future increase in operating costs that will cause a material change are known; total turnover from each major segments of the InvIT status of any publicly announced new business segment; the extent to which business is seasonal; any significant dependence on a single or few suppliers or customers; Competitive conditions. (D) Other Disclosures for InvIT 1. Working Capital A statement from Investment Manager regarding sufficiency of the working capital to fulfill the present requirements of InvIT (i.e., at least twelve months from date of listing) shall be disclosed. In case, sufficient working capital is not available in the opinion of Investment Manager, then a statement should be provided describing how it proposes to provide additional working capital requirement. 2. Past Market Performance In case of a capital offering subsequent to the initial offer, the market value of the units traded on all the designated stock exchanges where InvIT is listed shall be disclosed: on the last date of reporting period highest value during reporting period based on intra-day and on closing price with specified date lowest value during reporting period intra-day and on closing price with specified date (E) Historical Financial information of Investment Manager and Sponsor(s) 1. An offer document/placement memorandum of InvIT shall include summary of the audited consolidated financial statements (including the Balance Sheet and Statement of Profit and Loss (without schedules)) of Investment Manager and Sponsor(s) for past three completed years, prepared in accordance with accounting standards, as applicable, as per the Companies Act, 2013 and rules thereunder. For example, if the concerned entity is required to follow Companies (Accounting Standards) Rules, 2006 during the entire period of last three years, then the three year financial information of such entity shall be prepared in accordance with Companies (Accounting Standards) Rules, 2006. Similarly, if the concerned entity is required to follow Companies (Indian Accounting Standards) Rules, 2015 during the entire period of last three years, then the three year financial information shall be prepared in accordance with Companies (Indian Accounting Standards) Rules, 2015. 2. In case the Investment Manager and/or Sponsor(s) has/have done a transition from Companies (Accounting Standards) Rules, 2006 to Companies (Indian Accounting Standards) Rules, 2015 at any time during the period of last three years, then the financial information for the last three years shall be disclosed on the following basis: a. If the concerned entity is following or is required to follow Companies (Indian Accounting Standards) Rules, 2015 for the latest two years (for the latest three years including comparatives of the first year of adoption) out of last three completed years, then the financial information for all the three years shall be prepared as per Companies (Indian Accounting Standards) Rules, 2015. b. If the concerned entity is following or is required to follow Companies (Indian Accounting Standards) Rules, 2015 only for the latest year (for the latest two years including comparatives) out of the historical period of three years, then the financial information for the recent two years shall be disclosed as per the Companies (Indian Accounting Standards) Rules, 2015 and the financial information for the earliest year (i.e. the third last year) shall be disclosed as per the Companies (Accounting Standards) Rules, 2006. For example, if financial information of Investment Manager/Sponsor is presented for the financial years 2014-15, 2015-16, and 2016-17 and such Investment Manager/Sponsor is required by Companies Act, 2013 to report under Ind AS from financial year 2016-17 (with financial year 2015-16 as comparatives), then it shall disclose financial information for financial years 2016-17 and 2015-16 as per Companies (Indian Accounting Standards) Rules, 2015 and financial year 2014-15 as per Companies (Accounting Standards) Rules, 2006. Further, for example, if financial information of Investment Manager/Sponsor is presented for the financial years 2014-15, 2015-16, and 2016-17 and such Investment Manager/Sponsor is required by Companies Act, 2013 to report under Ind AS from financial year 2015-16 (with financial year 2014-15 as comparatives), then it shall disclose financial information for all the three financial years, i.e. 2014-15, 2015-16 and 2016-17, as per Companies (Indian Accounting Standards) Rules. 3. Further, if any of the Investment Manager/Sponsor is a foreign entity and is not legally required to comply with the Companies Act, 2013, then the financial statements of such entity may be prepared in accordance with International Financial Reporting Standards (IFRS). (F) Framework for calculation of Net Distributable Cash Flows (NDCFs): 1. Every InvIT/Investment Manager shall define net distributable cash flows (NDCFs) for itself and the definition as decided by InvIT/Investment manager shall be: a. subject to compliance with Companies Act, 2013 or Limited Liability Partnership Act, 2008, or any Central Government Act, as applicable; and b. disclosed in offer document and shall be followed consistently pursuant to listing. 2. The indicated framework shall be followed in so far as whatever is applicable to the SPV/InvIT, for e.g. the sale of infrastructure assets under SPV may not be possible under certain kind of concession agreements and therefore such head under distribution may be kept blank, etc. 3. InvIT may take guidance from the following framework for defining and calculating NDCFs at the SPV level and at the InvIT level : (I.) Calculation of Net Distributable Cash Flows at the SPV level: Description Amount Profit after tax as per Statement of profit and loss/income and expenditure (standalone) (A) Xx Add: Depreciation and amortisation as per Statement of profit and loss/income and expenditure Xx Add/less: Loss/gain on sale of Infrastructure Assets xx Add: Proceeds from sale of Infrastructure Assets adjusted for the following: related debts settled or due to be settled from sale proceeds directly attributable transaction costs proceeds reinvested or planned to be reinvested as per para 18 (7) (a) of the InvIT Regulations xx Add: Proceeds from sale of Infrastructure Assets not distributed pursuant to an earlier plan to re-invest, if such proceeds are not intended to be invested subsequently xx Add/less: Any other item of non-cash expense / non cash income (net of actual cash flows for these items), if deemed necessary by the Investment Manager. For example, any decrease/increase in carrying amount of an asset or of a liability recognised in Statement of profit and loss/income and expenditure on measurement of the asset or the liability at fair value, interest cost as per effective interest rate method, deferred tax, lease rents recognised on a straight line basis, etc. Xx Less: Repayment of external debt (principal) / redeemable preference shares / debentures, etc., if deemed necessary by the Investment Manager xx Total Adjustments (B) xx Net Distributable Cash Flows (C)=(A+B) xx (II.) Calculation of Net Distributable Cash Flows at the Consolidated InvIT level: Description Amount Profit after tax as per Statement of profit and loss/income and expenditure (consolidated) (A) xx Add: Depreciation and amortisation as per Statement of profit and loss/income and expenditure (consolidated) xx Add/less: Loss/gain recognised on sale of Infrastructure Assets or equity shares or interest in SPV xx Add: Proceeds from sale of Infrastructure Assets or equity shares or interest in SPV adjusted for the following:  related debts settled or due to be settled from sale proceeds  directly attributable transaction costs  proceeds reinvested or planned to be reinvested as per para 18 (7) (a) of the InvIT Regulations xx Add: Proceeds from sale of Infrastructure Assets or equity shares or interest in SPV not distributed pursuant to an earlier plan to re-invest, if such proceeds are not intended to be invested subsequently xx Add/less: Any other item of non-cash expense / non cash income (net of actual cash flows for these items), if deemed necessary by the Investment Manager. For example, any decrease/increase in carrying amount of an asset or of a liability recognised in Statement of profit and loss/income and expenditure on measurement of the asset or the liability at fair value, interest cost as per effective interest rate method, deferred tax, lease rents recognised on a straight line basis, etc. xx Less: Repayment of external debt (principal) / redeemable preference shares / debentures, etc., if deemed necessary by the Investment Manager xx Total Adjustments (B) xx Net Distributable Cash Flows (C) = (A+B) xx (G) Principles for preparation of combined financial statements: 1. For preparation of Combined Financial Statements, as has been indicated in Paragraph 2.1 (b) under Section (A) above, InvIT shall follow the following principles : 1.1. Period for which combined financial statements shall be disclosed When the InvIT has not been in existence for some portion or the entire portion of the reporting period of three years and interim period, if any, then the financial information must be provided through combined financial statements, showing the combined financial performance of all the proposed InvIT assets, for such period when InvIT was not in existence. 1.2. Assets/entities forming part of Combined Financial Statements: All the assets or entities, which are proposed to be owned by the InvIT, as per the disclosures in the offer document / placement memorandum, shall collectively form part of combined financial statements. 1.3. Underlying assumption for preparation of Combined Financial Statements Such combined financial statements shall be prepared based on an assumption that all the assets and/or entities, proposed to be owned by InvIT, were part of a single group for such period when InvIT was not in existence. 1.4. Preparation of Combined Financial Statements: i. These statements shall be prepared on a combined basis and presented as if InvIT assets were a part of a single group since the first day of the reporting period for which information is being presented. ii. The principles for preparation of combined financial statements shall be same as the principles laid down in Ind AS 110 Consolidated Financial Statements , to the extent applicable. However, unlike consolidated financial statements, the combined financial statements shall not have the parent. iii. While preparing Combined Financial Statements, transactions between the entities proposed to be owned by InvIT (i.e. transactions between the entities which are forming part of the combined financial statements) shall be eliminated. Further, all pertinent matters, such as non-controlling interests, foreign operations, different fiscal periods, or income taxes, etc. shall be treated in the same manner as in consolidated financial statements, to the extent applicable. iv. In cases where one or more of the underlying InvIT assets have been held by the sponsor or its associates or its group entities for a period lesser than the last three completed financial years, then such assets may be reflected in the Combined Financial Statements only from the date of holding by such entity. However, if the discrete financial information for such assets is also available for the pre-holding period (i.e. the period before the acquisition by the sponsor or its associates or its group entities), then such assets shall be reflected in the Combined Financial Statements for such pre-holding period as well. v. If there are any assets for which the financial information is considered for a period lesser than three years and the additional interim period, if any, then such fact shall be clearly disclosed in the offer document/placement memorandum, along with all pertinent details. vi. Assumptions made in preparation of the Combined Financial Statements shall be disclosed in Basis of Preparation of such statements. vii. The basis of preparation shall also explain the principles of combination and elimination of transactions amongst entities that are included in the Combined Financial Statements. 2. In addition to the principles listed at paragraph 1 above, the InvIT/Investment Manager, while preparing the Combined Financial Statements of the InvIT, shall also be guided by the requirements laid down in the Guidance Note on Combined and Carve-Out Financial Statements and any other pertinent guidance/directions issued by ICAI in this context. (H) Minimum Disclosures for key financial statements: 1. For the financial statements listed at Paragraph 3.3 of Section (A) above, the line items shall, at minimum, include the following: 1.1. Line items for Balance Sheet: I. Assets a) Property, plant and equipment; b) Capital work-in-progress c) Investment property; d) Intangible assets; e) Inventories; f) Other receivables; g) Other financial assets (excluding Inventories Other Receivables) h) Cash and cash equivalents; i) Deferred tax assets; j) Assets for current tax. II. Equity and Liabilities a) Unit capital; b) Other payables; c) Provisions; d) Financial liabilities (excluding amounts shown under (b) and (c)), separately disclosing liabilities owed to sponsors; e) Liabilities for current tax; f) Deferred tax liabilities; g) Other liabilities 1.2. Line items for Statement of Profit and loss/Income and Expenditure I. Incomes and gains: a) Revenue from operations; b) Dividend; c) Interest; d) Profit on sale of assets/investments e) Other income (Clearly indicate nature of such income). II. Expenses and losses: a) Valuation expenses; b) Audit fees; c) Insurance security expenses; d) Employee Benefits Expenses e) Project management fees (including fees paid to project manager) f) Investment management fees (including fees paid to investment manager) g) Trustee Fee h) Depreciation on property, plant and equipment; i) Amortization of intangible assets; j) Finance Cost (Interest); k) Custodian fees; l) Registration fees; m) Repairs and maintenance in case of infrastructure asset; n) Loss on sale of assets/investments o) Other expenses (Clearly indicate nature of such expense) III. Profit or loss for the period before income tax IV. Tax expense (current tax and deferred tax) V. Profit or loss for the period after income tax VI. Items of other comprehensive income VII. Additional line items (if applicable) a) Items that will not be reclassified to profit or loss b) Income tax relating to items that will not be reclassified to profit or loss c) Items that will be reclassified to profit or loss d) Income tax relating to items that will be reclassified to profit or loss VIII. Total comprehensive income for the period (V+VI) (Comprising profit (loss) and Other comprehensive income for the period) 1.3. Line items for the Statement of changes in Unit holders equity I. Total comprehensive income for the period; II. For each component of unit holders equity, a reconciliation between the carrying amount at the beginning and the end of the period, separately (as a minimum) disclosing changes resulting from: a) Profit or loss; b) Other comprehensive income; c) Aggregate amount of investments by unit holders in InvIT, and dividends / other distributions by InvIT to unit holders 1.4. Line items for the Cash Flow Statement Cash Flow Statement, shall be prepared in accordance with the requirements of Ind AS 7- Statement of Cash Flows . 1.5. Line items for Statement of Net Assets at Fair Value The line items for the Statement of Net Assets at Fair Value, shall, at minimum, include the following: S.No. Particulars Book Value Fair Value A. Assets xxxx xxxx B. Liabilities xxxx (as reflected in the balance sheet) C. Net Assets (A-B) xxxx xxxx D. No. of Units xxxx xxxx E. NAV (C/D) xxxx xxxx Notes: (i) Statement of Net Assets at Fair Value shall be provided only as on the last date of the financial information disclosed in the offer document/placement memorandum. (ii) Further, the breakup of the fair values of the assets shall be given project-wise in the notes to the Statement of Net Assets at Fair Value. 1.6. Line items for Statement of Total Return at Fair Value : The line items for the Statement of Total Return at Fair Value, shall, at minimum, include the following: Particulars Amount Total Comprehensive Income (As per the Statement of Profit and loss/Income and Expenditure) xxxx Add/Less: Other Changes in Fair Value (e.g., in investment property, property, plant equipment (if cost model is followed)) not recognized in Total Comprehensive Income xxxx Total Return xxxx Note: Statement of Total Returns at Fair Value shall be provided only for the last completed year and interim period, if any. 2. Headings, line items, sub-line items and sub-totals may be presented as an addition or substitution on the face of the financial statements when such presentation is relevant to an understanding of an InvIT s financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the InvIT regulations or Indian Accounting Standards or any other law.