Format of Compliance Report on Governance for InvITs - SEBI - SEBI/HO/DDHS-PoD-2/P/CIR/2023/100

CIRCULAR SEBI/HO/DDHS-PoD-2/P/CIR/2023/100 June 26, 2023 To, All Infrastructure Investment Trusts ( InvITs ) All Parties to InvITs All the Recognised Stock Exchanges Madam / Sir, Sub: Format of Compliance Report on Governance for InvITs 1. Regulation 26K of SEBI (Infrastructure Investment Trusts) Regulations, 2014 ( InvIT Regulations ) requires as under: (1) The investment manager shall submit a quarterly compliance report on governance in the format as may be specified by the Board, to the recognized stock exchange(s) within twenty-one days from the end of each quarter. (2) The report referred in sub-regulation (1) of this regulation shall be signed either by the compliance officer or the chief executive officer of the investment manager. 2. Accordingly, the formats of Compliance Report on Governance shall be as under: (a) Annex - I within twenty one days from the end of each quarter; (b) Annex - II within twenty one days from the end of financial year on an annual basis; (c) Annex - III within three months from the end of financial year on an annual basis; 3. Reporting and Monitoring (a) The investment manager of the InvIT shall submit the compliance report on governance in the aforesaid format to the stock exchanges within the timelines as specified above. The compliance report on governance shall also be made part of annual report of the InvIT. (b) The stock exchanges shall monitor the compliance of the above requirements and take appropriate action as specified by the Board from time to time. 4. This circular shall come into force with effect from the financial year 2023-24 onwards. Accordingly, the first reporting shall be made for the quarter ended June 30, 2023. 5. This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 26K of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 . This circular is issued with the approval of the competent authority. 6. This circular is available on the website of Securities and Exchange Board of India at www.sebi.gov.in under the category Legal Circulars . Yours faithfully, Ritesh Nandwani Deputy General Manager Department of Debt and Hybrid Securities Tel No. +91-22-2644 9696 Email id - [email protected] ANNEX I Format of report on Governance to be submitted by the investment manager on quarterly basis 1. Name of InvIT 2. Name of the Investment manager 3. Quarter ending I. Composition of Board of Directors of the Investment Manager Title (Mr. / Ms.) Name of the Directo r PAN $ DIN Category (Chairperson / Non- Independent / Independent / Nominee) Initial Date of Appoint ment Date of Reappoin tment Date of Ces satio n Ten ure* No. of directorship s in all Managers / Investment Managers of REIT / InvIT and listed entities, including this Investment Manager No of Independent directorship s in all Managers / Investment Managers of REIT / InvIT and listed entities, including this Investment Manager Number of memberships in Audit / Stakeholder Committee(s) in all Managers / Investment Managers of REIT / InvIT and listed entities, including this Investment Manager (Refer Regulation 26G of InvIT Regulations) Number of posts of Chairperson in Audit/ Stakeholder Committee(s) in all Managers / Investment Managers of REIT / InvIT and listed entities, including this Investment Manager (Refer Regulation 26G of InvIT Regulations) Whether Regular chairperson appointed Whether Chairperson is related to managing director or CEO $ PAN of any director would not be displayed on the website of Stock Exchange. Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen. *to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving on Board of directors of the investment manager in continuity without any cooling off period. II. Composition of Committees Name of Committee Whether Regular chairperson appointed Name of Committee members Category (Chairperson/Non-Independent/ Independent /Nominee) Date of Appointment Date of Cessation 1. Audit Committee 2. Nomination Remuneration Committee 3. Risk Management Committee 4 . Stakeholders Relationship Committee Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all categories separating them with hyphen. III. Meetings of Board of Directors Date(s) of Meeting (if any) in the previous quarter Date(s) of Meeting (if any) in the relevant quarter Whether requirement of Quorum met* Number of Directors present* Number of independent directors present* Maximum gap between any two consecutive meetings (in number of days) Yes / No * to be filled in only for the current quarter meetings IV. Meetings of Committees Date(s) of meeting of the committee in the relevant quarter Whether requirement of Quorum met (details)* Number of Directors present* Number of independent directors present* Date(s) of meeting of the committee in the previous quarter Maximum gap between any two consecutive meetings (in number of days ) ** Yes / No * to be filled in only for the current quarter meetings. **This information has to be mandatorily given for audit committee and risk management committee. For rest of the committees, giving this information is optional. V. Affirmations 1. The composition of Board of Directors is in terms of SEBI (Infrastructure Investment Trusts) Regulations, 2014. 2. The composition of the following committees is in terms of SEBI (Infrastructure Investment Trusts) Regulations, 2014 a. Audit Committee b. Nomination Remuneration Committee c. Stakeholders Relationship Committee d. Risk management committee 3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Infrastructure Investment Trusts) Regulations, 2014. 4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Infrastructure Investment Trusts) Regulations, 2014. 4. This report and/or the report submitted in the previous quarter has been placed before Board of Directors of the investment manager. Any comments/observations/advice of the board of directors may be mentioned here. Name Designation Compliance Officer / CEO Note: Information at Table I and II above need to be necessarily given in 1 st quarter of each financial year. However, if there is no change of information in subsequent quarter(s) of that financial year, this information may not be given by the investment manager and instead a statement same as previous quarter may be given. ANNEX II Format to be submitted by investment manager for the financial year I. Disclosure on website of InvIT in terms of SEBI Circular No. CIR/IMD/DF/127/2016 dated November 29, 2016 Item Compliance status (Yes/No/NA) refer note below If Yes provide link to website. If No / NA provide reasons a) Details of business b) Financial information including complete copy of the Annual Report including Balance Sheet, Profit and Loss Account, etc. c) Contact information of the designated officials of the company who are responsible for assisting and handling investor grievances d) Email ID for grievance redressal and other relevant details e) Information, report, notices, call letters, circulars, proceedings, etc. concerning units f) All information and reports including compliance reports filed by InvIT with respect to units g) All intimations and announcements made by InvIT to the stock exchanges h) All complaints including SCORES complaints received by the InvIT i) Any other information which may be relevant for the investors It is certified that these contents on the website of the InvIT are correct . II Annual Affirmations Particulars Regulation Number Compliance status (Yes/No/NA) refer note below Independent director(s) have been appointed in terms of specified criteria of independence and / or eligibility 2(1)(saa) Board composition 4(2)(e)(v), 26G, 26H(1) Meeting of board of directors 26G Quorum of board meeting 26H(2) Review of Compliance Reports 26H(3) Plans for orderly succession for Appointments 26G Code of Conduct 26G Minimum Information 26H(4) Compliance Certificate 26H(5) Risk Assessment Management 26G Performance Evaluation of Independent Directors 26G Recommendation of Board 26H(6) Composition of Audit Committee 26G Meeting of Audit Committee 26G Composition of Nomination Remuneration Committee 26G Quorum of Nomination and Remuneration Committee meeting 26G Meeting of Nomination Remuneration Committee 26G Composition of Stakeholder Relationship Committee 26G Meeting of Stakeholder Relationship Committee 26G Composition and role of Risk Management Committee 26G Meeting of Risk Management Committee 26G Vigil Mechanism 26I Approval for related party Transactions 19(3), 22(4)(a) Disclosure of related party transactions 19(2) Annual Secretarial Compliance Report 26J Alternate Director to Independent Director 26G Maximum Tenure of Independent Director 26G Meeting of independent directors 26G Familiarization of independent directors 26G Declaration from Independent Director 26G Directors and Officers insurance 26G Memberships in Committees 26G Affirmation with compliance to code of conduct from members of Board of Directors and Senior management Personnel 26G Policy with respect to Obligations of directors and senior management 26G Note 1 In the column Compliance Status , compliance or non-compliance may be indicated by Yes/No/N.A. For example, if the Board has been composed in accordance with the requirements of InvIT Regulations, Yes may be indicated. Similarly, in case the InvIT has no related party transactions, the words N.A. may be indicated. If status is No details of non-compliance may be given here. If the investment manager would like to provide any other information the same may be indicated here. Name Designation Compliance Officer / CEO ANNEX III Format to be submitted by investment manager within three months from the end of financial year Affirmations Broad heading Regulation Number Compliance status (Yes/No /NA) refer note below Copy of annual report of the InvIT including balance sheet, profit and loss account, governance report, secretarial compliance report displayed on Website 26J, 26K and Circular dated November 29, 2016 Presence of Chairperson of Audit Committee at the Annual Meeting of Unitholders 26G Presence of Chairperson of the nomination and remuneration committee at the Annual Meeting of Unitholders 26G Presence of Chairperson of the Stakeholder Relationship committee at the Annual Meeting of Unitholders 26G Whether Governance Report and Secretarial Compliance Report disclosed in Annual Report of the InvIT 26J and 26K Note In the column Compliance Status , compliance or non-compliance may be indicated by Yes/No/N.A. If status is No details of non-compliance may be given here. If the investment manager would like to provide any other information the same may be indicated here. Name Designation Compliance Officer / CEO