Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024 - SEBI/LAD-NRO/GN/2024/166 - SEBI

SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai, the 8th March, 2024 SECURITIES AND EXCHANGE BOARD OF INDIA (REAL ESTATE INVESTMENT TRUSTS) (AMENDMENT) REGULATIONS, 2024 No. SEBI/LAD-NRO/GN/2024/166 .─In exercise of the powers conferred under section 30 read with sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 , namely: 1. These regulations may be called the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2024. 2. They shall come into force on the date of their publication in the Official Gazette. 3. In the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 , (1) In regulation 2, in sub-regulation (1), clause (zm) shall be substituted with the following, namely, (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; (2) After Chapter VIA and before Chapter VII, the following shall be inserted, namely, CHAPTER VIB SMALL AND MEDIUM REITS Applicability. 26G . The provisions of these regulations, except chapters II, IV, V and regulation 22 under chapter VI, shall mutatis mutandis be applicable to SM REITs, unless otherwise provided for in this chapter: Provided that any reference to the manager or the sponsor of the REIT under the applicable provisions of these regulations shall be construed as a reference to an investment manager of the SM REIT. Definitions. 26H . In this chapter, unless the context otherwise requires, the terms defined herein shall have the meanings assigned to them below, and their cognate expressions shall be construed accordingly, (a) investment manager means a company incorporated in India, which sets up SM REIT and manages assets and investments of the SM REIT and undertakes operational activities of the SM REIT; (b) liquid net worth means net worth deployed in liquid assets, which are unencumbered. Explanation. For the purposes of this chapter, liquid asset means cash, units of overnight or liquid mutual fund schemes, fixed deposits, government securities, treasury bills and repo on government securities; (c) Small and Medium REIT or SM REIT means a REIT that pools money from investors under one or more schemes in accordance with sub-regulation (2) of regulation 26P; (d) scheme means a distinct and separate scheme of an SM REIT launched under this chapter for owning of real estate assets or properties through special purpose vehicles; (e) scheme offer document means any document described or issued as a scheme offer document including any notice, circular, advertisement or other document inviting offers for subscription or purchase of units of a scheme from the public; (f) special purpose vehicle or SPV means any company which is a wholly owned subsidiary of the scheme of the SM REIT and the SPV shall not have any other capital or ownership interest in it; (g) trustee means a trustee registered with the Board under Securities and Exchange Board of India (Debenture Trustees) Regulations, 1993, who holds the assets of SM REIT and its schemes in trust and for the benefit of the unit holders, in accordance with these regulations. Registration of SM REIT. 26I. (1) An application for grant of certificate of registration as SM REIT shall be made, by the investment manager on behalf of the Trust in Form-A as specified in the Schedule IA to these regulations and shall be accompanied by a non-refundable application fee of such amount and shall be payable in the manner as specified in Schedule IIA to these regulations. (2) The Board may, in order to protect the interests of investors, appoint any person to take charge of records, documents of the SM REIT and for this purpose, also determine the terms and conditions of such an appointment. (3) The Board shall take into account requirements as specified in these regulations for considering the grant of certificate of registration. Eligibility criteria. 26J . (1) For the purpose of the grant of certificate to the trust, the Board shall consider all matters relevant to the activities of the trust as an SM REIT. (2) Without prejudice to the generality of the foregoing provision, the Board shall consider the following, namely, (a) the applicant is the investment manager on behalf of the trust and the instrument of trust is in the form of a deed duly registered in India under the provisions of the Registration Act, 1908; (b) the trust deed has its main objective as undertaking activity of SM REIT through one or more schemes in accordance with these regulations and includes responsibilities of the trustee in accordance with these regulations; (c) separate persons have been designated as investment manager of the SM REIT and trustee of the SM REIT under these regulations; (d) with regard to the investment manager, (i) the investment manager is clearly identified in the application for grant of certificate of registration to the Board and in the scheme offer document; (ii) the investment manager has a net worth of not less than rupees twenty crore: Provided that not less than rupees ten crores of net worth of the investment manager is in the form of positive liquid net worth; (iii) the investment manager has at least two years experience in the real estate industry or real estate fund management: Provided that in case the investment manager is unable to meet the above requirement, it shall employ at least two key managerial personnel, each of whom have not less than five years experience in the real estate industry or real estate fund management; (iv) not less than half of the directors of the investment manager are independent and are not directors of the manager or investment manager of another REIT or SM REIT, as the case may be; and (v) the investment manager has entered into an investment management agreement with the trustee, which provides for the responsibilities of the investment manager in accordance with these regulations; (e) the trustee is not an associate of the investment manager; (f) no unit holder of the scheme of the SM REIT enjoys superior voting or any other rights over another unit holder in the same scheme and there are no multiple classes of units of scheme of the SM REIT; (g) the rights of each unitholder in the scheme are pro-rata and pari-passu; (h) the applicant has clearly described at the time of application for registration, details pertaining to proposed activities of the SM REIT; (i) the SM REIT and the parties to the SM REIT are fit and proper persons based on the criteria as specified in Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008; (j) whether any previous application for grant of certificate by the applicant or the parties to the SM REIT or their directors, for registration as a REIT or an SM REIT, has been rejected by the Board; and (k) whether any disciplinary action has been taken by the Board or any other regulatory authority against the SM REIT or the parties to the SM REIT or their promoters or directors under any Act or the regulations or circulars issued thereunder. Furnishing of further information, clarification and personal representation. 26K . (1) The Board may require the applicant to furnish any information or clarification as may be required by it for the purpose of processing of the application for registration. (2) The Board, if it so desires, may require the applicant or any authorized representative to appear before the Board for personal representation in connection with the grant of certificate. Procedure for grant of certificate. 26L. (1) The Board, on being satisfied that the trust fulfils the requirements specified in this chapter, shall send an intimation to the trust and on receipt of the payment of registration fees as specified in Schedule IIA, grant the certificate of registration in Form B under Schedule IA. (2) The registration may be granted with such conditions as may be deemed appropriate by the Board. Conditions of certificate. 26M. (1) The certificate granted under this chapter shall be subject to such conditions as the Board may deem appropriate, including, (a) the SM REIT shall abide by the provisions of the Act and these regulations; (b) the SM REIT shall adhere to the migration plan, if applicable, submitted by it to the Board at the time of application for certificate of registration under this chapter; (c) the SM REIT shall forthwith inform the Board in writing, if any information or particulars previously submitted to the Board are found to be false or misleading in any material particular or if there is any material change in the information already submitted; (d) the SM REIT and the parties to the SM REIT shall satisfy the conditions specified in this chapter at all times; and (e) the SM REIT and the parties to the SM REIT shall comply, at all times, with the Code of conduct as specified in the Schedule VI, wherever applicable. (2) If the SM REIT fails to make an initial offer of a scheme within three years from the date of registration with the Board, it shall surrender its certificate of registration to the Board and cease to operate as an SM REIT: Provided that the Board, if it deems fit, may extend the period for making an initial offer of a scheme, by up to one year: Provided further that nothing in this sub-regulation shall prevent the SM REIT from reapplying for registration. Migration of existing persons, entities or structures. 26N . (1) An applicant may apply for registration of existing persons, entities or structures owning real estate asset(s) or property(ies) in the nature of SM REIT, as on the date of notification of this chapter: Provided that the application for registration shall be made within six months from the date of notification of this chapter or within such period as may be specified by the Board. (2) For migration of such existing persons, entities or structures under these regulations: (a) The applicant shall submit details of existing persons, entities or structures proposed to be migrated and a migration plan along with the application for certificate of registration; and (b) The applicant shall complete the migration of existing persons, entities or structures within six months from the date of grant of registration or within such period as may be specified by the Board. (3) The applicant shall comply with the provisions of this chapter in relation to the scheme being migrated, unless otherwise provided for in this chapter. Procedure where registration is refused. 26O. (1) After considering an application made under this chapter, if the Board is of the opinion that a certificate should not be granted to the trust, it may reject the application after giving the applicant a reasonable opportunity of being heard. (2) The decision of the Board to reject the application shall be communicated to the applicant within thirty days of such decision. Eligible issuers. 26P. (1) An SM REIT shall not be eligible to make an initial offer of units of a scheme if: (a) the SM REIT or the parties to the SM REIT are debarred from accessing the securities market or dealing in securities by the Board; (b) any of the promoters, promoter group or directors of the parties to the SM REIT are debarred from accessing the securities market or dealing in securities by the Board; (c) any of the promoters or directors of the parties to the SM REIT is a promoter or director of another company which is debarred from accessing the securities market by the Board; (d) the SM REIT or the parties to the SM REIT or any of the promoters or directors of the parties to the SM REIT are wilful defaulters; (e) any of the promoters or whole-time directors of the parties to the SM REIT is a promoter or whole-time director of another company which is a wilful defaulter; (f) any of the promoters or directors of the parties to the SM REIT is a fugitive economic offender; or (g) any fine or penalties levied by the Board or stock exchanges is pending to be paid by the SM REIT at the time of filing the scheme offer document: Provided that nothing in clauses (a), (b) and (c) shall be applicable if the period of debarment is over as on the date of filing of the scheme offer document with the Board and the designated stock exchange: Provided further that nothing in clause (c) shall be applicable to a person who was appointed as a director only by virtue of nomination by a debenture trustee in other company. (2) No offer of units by a scheme of the SM REIT shall be made unless, (a) the size of the asset proposed to be acquired in a scheme of the SM REIT is at least rupees fifty crores and less than rupees five hundred crores; and (b) the minimum number of unitholders of the scheme of the SM REIT other than the investment manager, its related parties and associates of the SM REIT are not less than two hundred investors: Provided that nothing in this sub-regulation shall be applicable to the migration of existing persons, entities or structures as on the date of this chapter coming into force which are included as part of the migration plan in case the applicant is applying for a certificate of registration under sub-regulation (1) of regulation 26N. Appointment of merchant banker. 26Q. The investment manager shall appoint one or more merchant bankers registered with the Board to carry out the obligations relating to the issue. Conditions for initial offer. 26R. (1) The investment manager shall identify the real estate assets or properties it proposes to acquire or provide the features of the real estate assets or properties including location or such other details for the particular scheme in the draft scheme offer document. (2) The investment manager shall, through a merchant banker, file the draft scheme offer document with the Board, along with fees specified in Schedule IIA and with the designated stock exchange. (3) The minimum price of each unit of the scheme of the SM REIT shall be rupees ten lakhs or such other amount as may be specified by the Board from time to time. (4) Each scheme of the SM REIT shall be identified by a separate name, which shall not be misleading and shall not portray any guaranteed returns to the investors. (5) The value of real estate assets or properties in each scheme shall be at least fifty crore rupees. (6) The investment manager and the trustee shall ensure that the assets of each scheme, the bank accounts, investment or demat accounts and the books of accounts of each scheme are segregated and ring-fenced. (7) The investment manager and the trustee shall ensure that the property documents evidencing the title to the real estate assets or properties along with the related papers shall be duly maintained in safe-deposit boxes, at a scheduled commercial bank and be annually inspected by the trustee. (8) The draft scheme offer document filed with the Board shall be made public, for comments, if any, by hosting it on the websites of the Board, designated stock exchanges and merchant bankers associated with the issue, for a period of not less than twenty-one days. (9) The Board may issue observations, if any, to the merchant banker within thirty days from the later of: (a) the date of receipt of the draft scheme offer document; (b) the date of receipt of satisfactory reply from the merchant banker, where the Board has sought any clarification or additional information from the merchant banker; (c) the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or (d) the date of receipt of a copy of in-principle approval letter issued by the designated stock exchange(s). (10) The merchant banker shall ensure that the observations issued by the Board are addressed in the scheme offer document prior to launch of the scheme. Disclosure in scheme offer document. 26S. (1) The scheme offer document shall make all disclosures as specified in Schedule III and any other disclosures as specified by the Board from time to time. (2) The scheme offer document of the SM REIT shall contain material, true, correct and adequate disclosures to enable the investors to make an informed decision. (3) The disclosures in the scheme offer document shall not be misleading and not contain any untrue statements or mis-statements. (4) The scheme offer document shall not provide for any guaranteed returns to the investors. (5) The scheme offer document shall disclose lease rental income for each property proposed to be acquired by the scheme of the SM REIT along with comparable lease rental income of other similar properties. (6) The comparable disclosures specified in sub-regulation (5) of this regulation shall be sourced from or certified by a valuer or any other persons as may be specified by the Board from time to time. (7) The scheme offer document shall state whether the scheme of SM REIT is with leverage or without leverage in accordance with sub-regulation (2) of regulation 26U. (8) In case of a scheme of SM REIT with no leverage, the investment manager shall, at the time of filing of the scheme offer document, submit an undertaking that the particular scheme shall not utilize any leverage in future. (9) The scheme offer document shall disclose the total expense ratio for scheme of SM REIT in such form and manner and subject to such limits as may be specified by Board from time to time. Investment conditions. 26T. (1) The SPV shall directly and solely own all assets that are acquired or proposed to be acquired by the scheme of the SM REIT, of which SPV is the wholly owned subsidiary. (2) The scheme of the SM REIT shall invest at least ninety-five per cent. of the value of the schemes assets for each of its schemes in completed and revenue generating properties and shall not invest in under-construction or non-revenue generating real estate assets: Provided that up to five per cent. of the value of the schemes assets may be invested in liquid assets, which are unencumbered. (3) The scheme of SM REIT shall not be permitted to lend to any entity other than lending to its own SPV. (4) The SPV shall not be permitted to lend to any entity. Modes of fund raising. 26U . (1) The scheme of the SM REIT may raise funds from any investor whether Indian, or foreign by way of issuance of units: Provided that investment by foreign investors shall be subject to the guidelines as may be specified by Reserve Bank of India and the Government of India from time to time. (2) The scheme of a SM REIT and the SPV(s) thereunder may undertake leverage if the option to undertake leverage is disclosed in the scheme offer document filed for initial offer. (3) With regard to modes of fund raising by a scheme of SM REIT, the following shall apply: (a) The scheme of the SM REIT shall raise capital only by way of issuance of units pertaining to the particular scheme. (b) For a scheme of SM REIT opting to utilize leverage in accordance with sub-regulation (2), the scheme may undertake leverage through borrowings or issuance of debt securities under Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. (4) With regard to modes of fund raising by a SPV of a scheme of SM REIT, the following shall apply: (a) The SPV shall raise capital only from equity investment from the scheme of SM REIT. (b) The SPV may raise funds by way of borrowings from the scheme of SM REIT. (c) For a scheme of SM REIT opting to utilize leverage in accordance with sub-regulation (2), the SPV(s) under such scheme may undertake leverage through external borrowings or issuance of debt securities under Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021. (5) For a scheme of SM REIT opting to utilize leverage in accordance with sub-regulation (2), the total borrowings and deferred payments net of cash and cash equivalents, at the scheme level, shall not exceed forty nine per cent. of the value of the scheme assets: Provided that if the total borrowings and deferred payments net of cash and cash equivalents, at the scheme level, exceeds twenty five per cent. of the value of the scheme assets, then for any further borrowings, - (a) credit rating shall be obtained from a credit rating agency registered with the Board; and (b) approval of unit holders shall be obtained in the manner as specified in regulation 26ZM. Maintenance of website. 26V. (1) The investment manager shall, at all times, maintain a functioning website of SM REIT. (2) The investment manager shall specify on the website, the details of all the schemes of the SM REIT and details of the real estate assets and properties proposed to be acquired or acquired and held under each scheme, and such other details as may be specified from time to time by the Board. (3) The investment manager shall provide the link to the scheme offer document for the investors on the website of the SM REIT. (4) The investment manager shall ensure that the trademark, brand name, website and other medium of communication of the SM REIT are used exclusively for the activities of SM REIT and no links or information about any other entity, structure or person shall be made available on its website or on any other medium of communication. Issue period. 26W. The issue period shall not be more than thirty days. Dematerialization. 26X. (1) The SM REIT shall issue units of its scheme only in dematerialized form. (2) The investments of scheme of the SM REIT in SPV(s) shall be held in dematerialized form. Subscriptions from investors. 26Y. (1) The investment manager of the SM REIT shall use the book building platform of designated stock exchange to accept bids from investors for units of the scheme of the SM REIT, where the amount shall be blocked through the Application Supported by Blocked Amount mechanism. (2) The investment manager of the SM REIT shall provide the web-link of the platform of the designated stock exchange for subscription of units of the scheme of the SM REIT, on the website of SM REIT. (3) The minimum subscription amount from any investor in any offer shall be rupees ten lakhs or such amount as may be specified by the Board from time to time. Advertisements. 26Z . (1) The SM REIT may issue an advertisement pertaining to the issue of units of a scheme. (2) The public communication including advertisement, publicity material, research reports, etc. concerned with the issue shall not be misleading and shall not contain any matter extraneous to the contents of the scheme offer document. Explanation. Public communication includes corporate, project and issue related advertisements of the SM REIT, interviews, blogs, and social media posts by its investment manager and its trustee, directors of any of the parties to the SM REIT, duly authorized employees or representatives of the SM REIT or its investment manager, documentaries about the SM REIT or its investment manager, periodical reports, press releases, etc. (3) The investment manager shall, on behalf of the SM REIT, make prompt, true and fair disclosure of all such developments taking place between the date of filing scheme offer document with the Board and the date of allotment of units, which may have a material effect on the scheme of the SM REIT, by issuing public notices on the website of the SM REIT and designated stock exchanges and in all the newspapers in which the pre-issue advertisement was released. (4) In respect of all public communications, the investment manager on behalf of the scheme of the SM REIT shall obtain approval from the merchant bankers responsible for marketing the issue. (5) Each public communication shall, (a) be truthful, fair and shall not be manipulative or deceptive or distorted; (b) not contain any statement or promise which is untrue or misleading; (c) reproduce all information in full and disclose all relevant facts relating to any information contained in an scheme offer document and not be restricted to select extracts; (d) be set forth in a clear, concise and understandable language; (e) not include any issue slogans or brand names for the issue except the normal commercial name of the investment manager; (f) not use extensive technical, legal terminology or complex language and excessive details which may distract the investor; (g) not contain statements which promise or guarantee rapid increase in profits, yield or returns; (h) not display models, celebrities, fictional characters, landmarks or caricatures or the likes; (i) not appear in the form of crawlers i.e., the advertisements which run simultaneously with the programme in a narrow strip at the bottom of the television screen, on television; (j) not scroll the risk factors on the television screen in any issue advertisement on television screen, and the advertisement shall advise the viewers to refer to the scheme offer document for details; (k) not contain expletives or non-factual and unsubstantiated titles; and (l) state the risk factors with equal importance in all respects including print size of not less than point seven size, if the advertisement contains highlights. (6) No such public communication issued during the issue period shall give any impression that the issue has been fully subscribed or oversubscribed. (7) No such public communication shall contain any offer of incentives, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise. Prohibition on payment of incentives. 26ZA . No person connected with the issue of units of the scheme of the SM REIT shall offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any person for making an application in the issue, except for fees or commission for services rendered in relation to the issue. Lock-in requirements. 26ZB (1) The minimum unitholding requirement applicable to the investment manager for the period of first three years commencing from the date of listing of units in the initial offer till the end of the third year from the date of listing of units in the initial offer, shall be as under: (a) in a scheme of the SM REIT which has opted not to undertake leverage as per disclosures in the scheme offer document filed for initial offer, the investment manager shall hold at least five per cent. of the total outstanding units at all times; (b) in a scheme of the SM REIT which has opted to undertake leverage as per disclosures in the scheme offer document filed for initial offer, the investment manager shall hold at least fifteen per cent. of the total outstanding units at all times: Provided that any holding in excess of fifteen per cent. or five per cent., as the case may be, shall be held by the investment manager for a period of at least one year from the date of listing of units issued in the initial offer. (2) The investment manager shall hold at least five per cent. of the total outstanding units in each scheme of the SM REIT, at all times, for a period of two years commencing from the fourth year of the date of listing of units in the initial offer till the end of fifth year from the date of listing of units issued in the initial offer. (3) The investment manager shall hold at least three per cent. of the total outstanding units in each scheme of the SM REIT, at all times, for a period of five years commencing from the sixth year of the date of listing of units in the initial offer till the end of tenth year from the date of listing of units issued in the initial offer. (4) The investment manager shall hold at least two per cent. of the total outstanding units in each scheme of the SM REIT, at all times, for a period of ten years commencing from the eleventh year of the date of listing of units in the initial offer till the end of twentieth year from the date of listing of units issued in the initial offer. (5) The investment manager shall hold at least one per cent. of the total outstanding units in each scheme of the SM REIT, at all times, after the completion of twentieth year from the date of listing of units issued in the initial offer. (6) The units in which holding is required to be maintained under this regulation shall be unencumbered and locked-in. (7) Notwithstanding anything contained in this regulation, the units issued to investors against swap of securities allotted prior to the date of this chapter coming into force by an SM REIT that has received a certificate of registration pursuant to an application made under sub-regulation (1) of regulation 26N, shall not be considered for calculating the total outstanding units of the schemes of the SM REIT under this regulation. Allotment procedure and basis of allotment. 26ZC . (1) On receipt of the sum payable on application, the investment manager shall, on behalf of the scheme of the SM REIT, allot the units to the applicants. (2) The authorized representatives of the designated stock exchange along with the post issue merchant bankers and registrars to the issue of the scheme of the SM REIT shall ensure that the basis of allotment is finalized in a fair and proper manner. Allotment and listing. 26ZD . (1) The units of the scheme of the SM REIT shall be mandatorily listed on the recognized stock exchange(s) having nationwide trading terminals. (2) The units of the SM REIT of the particular scheme shall be allotted and listed with such timelines as may be specified by the Board from time to time: Provided that if the investment manager fails to allot or list units within the specified timelines, the investment manager shall pay interest to investors at the rate of fifteen per cent. per annum and such interest shall not be recovered in the form of fees or any other form payable to the investment manager by the SM REIT. (3) The listing of the units of the scheme of the SM REIT shall be in accordance with the listing agreement entered into between the SM REIT and the designated stock exchange. (4) The units of the scheme of the SM REIT listed in designated stock exchanges shall be traded, cleared and settled in accordance with the bye-laws of concerned stock exchanges and such conditions as may be specified by the Board. (5) No person, other than investment manager, its related parties and its associates, shall hold units of a scheme of the SM REIT which taken together with units held by him and by persons acting in concert with him in such scheme of the SM REIT, exceed twenty-five per cent of the total outstanding units of such scheme of the SM REIT. Filing of post issue report. 26ZE . The merchant banker shall submit post-issue report, along with due diligence certificate, within seven working days of the date of finalization of allotment or within seven working days of refund of money in case of failure of issue, as per the format and in such manner as may be specified by the Board. Minimum public unitholding. 26ZF . (1) The minimum offer and allotment to the public in each scheme of SM REIT shall be at least twenty-five per cent. of the total outstanding units of such scheme. (2) The minimum public holding for the units of each scheme of SM REIT shall be in accordance with sub-regulation (1), failing which action may be taken as may be specified by the Board and by the designated stock exchange including delisting of units under regulation 26ZI. Maintenance of books and records on book building process. 26ZG. (1) The merchant banker shall maintain a final book of demand showing the result of the allocation process. (2) The merchant banker(s) and other intermediaries associated in the book building process shall maintain records of the book building process. (3) The Board may inspect the records, books and documents relating to the book building process and the merchant banker and other intermediaries shall extend full co-operation. Other obligations of post-issue merchant banker. 26ZH. (1) The obligations of the post-issue merchant banker(s) with respect to all matters relating to post-issue, including refund, allotment, payment of interest to applicants in case of delayed allotment or refund, shall be as per the disclosure in the scheme offer document. (2) The post-issue merchant banker(s) shall regularly monitor redressal of investor grievances relating to post-issue activities such as allotment, refund, etc. in such manner as may be specified by the Board. (3) The post-issue merchant banker(s) shall ensure that advertisement giving details relating to oversubscription, basis of allotment, number, value and percentage of all applications, number, value and percentage of successful allottees for all applications, date of completion of dispatch of refund orders or instructions to Self-Certified Syndicate Banks by the Registrar, date of dispatch of certificates and date of filing of listing application, etc. is released within ten days from the date of completion of the post-issue activities on the websites of the SM REIT and designated stock exchanges, and in all the newspapers in which the pre-issue advertisement was released, if applicable. (4) The post-issue merchant banker(s) shall ensure that SM REIT, its advisors and brokers, and other persons connected with the issue do not publish any advertisement stating that issue has been oversubscribed or indicating investors response to the issue, during the period when the public issue is still open for subscription by the public. (5) The post-issue merchant banker(s) shall continue to be responsible for post-issue activities till the subscribers have received credit to their demat account or refund of application moneys and the listing agreement is entered into by the SM REIT with the designated stock exchange and listing or trading permission is obtained. Delisting of units 26ZI. (1) The investment manager shall apply for delisting of units of the scheme of the SM REIT to the Board and the designated stock exchanges if, (a) the per cent. of units held by the public in the scheme of the SM REIT falls below the limits specified under sub-regulation (2) of regulation 26ZF; (b) there are no projects or assets remaining under the scheme of the SM REIT for a period exceeding six months: Provided that the period may be extended by further six months, with the approval of unitholders in the manner as specified in regulation 26ZM; (c) the Board or the designated stock exchanges require such delisting for violation of the listing agreement or these regulations or the Act or in the interest of the unit holders; (d) the investment manager and trustee requests such delisting and such request has been approved by unit holders in accordance with sub-regulation (10) of regulation 26ZM; (e) unit holders apply for such delisting in accordance with regulation 26ZM. (2) The Board and the designated stock exchanges may consider such an application for approval or rejection, as may be appropriate, in the interest of the unit holders. (3) Notwithstanding anything in sub-regulation (1) of this regulation, the Board, instead of requiring delisting of the units, if it deems fit, may provide additional time to the SM REIT or parties to the SM REIT to comply with regulations. (4) The Board may reject the application for delisting and take any other action, as it deems fit, under these regulations or the Act for violation of the listing agreement or these regulations or the Act. (5) The procedure for delisting of units of scheme of the SM REIT including provision of exit option to the unit holders shall be in accordance with the listing agreement and in accordance with procedure as may be specified by the Board and by the designated stock exchanges from time to time. (6) The investment manager of scheme of the SM REIT shall sell the assets of the scheme in order to redeem the units of the unitholders for the purpose of delisting of units of the scheme of the SM REIT and shall wind up the scheme of the SM REIT, in such manner as may be specified by the Board. (7) If all schemes of SM REIT are delisted, the SM REIT shall surrender its certificate of registration to the Board and shall no longer undertake activity of a SM REIT: Provided that the SM REIT and parties to the SM REIT shall continue to be liable for all their acts of omissions and commissions committed prior to the surrender of the certification, with respect to activities of the SM REIT or its schemes notwithstanding such surrender. Valuation of assets. 26ZJ. (1) The investment manager shall ensure that valuer shall carry out the full comprehensive valuation of the assets of each scheme of the SM REIT on an annual basis, and submits its report to the investment manager within two months from the end of the financial year: Provided that in case of any material development that may have an impact on the valuation of the assets of the scheme of the SM REIT, the investment manager shall require the valuer to undertake full comprehensive valuation of the property under consideration within two months from the date of such event. (2) The investment manager shall ensure that the valuer is not an associate of the investment manager or trustee of the SM REIT and that the signatory to the valuation reports has at least five years of experience in valuation of real estate, and possesses such other qualifications, experience and track-record that the Board may specify from time to time. (3) The investment manager shall ensure that the valuer, for the purposes of the valuation, undertakes a full comprehensive valuation of all assets, which shall also include physical inspection of each property of the scheme. (4) The investment manager shall ensure that valuer, in its full valuation report, includes the disclosures as specified in Schedule V to these regulations. (5) The net asset value of each scheme shall be required to be declared and disclosed to the recognized stock exchanges based on the latest valuation report as on March 31st and upon occurrence of any material development. (6) The investment manager shall submit the valuation reports to the trustee, designated stock exchanges and unit holders within one working day from the receipt of such valuation reports. (7) Prior to any issue of units to the public and any other issue of units in the scheme as may be specified by the Board, the investment manager shall require the valuer to undertake full valuation of the particular scheme of SM REIT assets and include a summary of the report in the scheme offer document: Provided that such valuation report shall not be more than six months old at the time of such offer and no material changes have occurred thereafter. (8) The investment manager shall ensure that no valuer undertakes valuation of the properties of the schemes of the SM REIT for more than four years consecutively: Provided that the valuer may be reappointed after a period of not less than two years has elapsed from the date it ceases to be the valuer of the SM REIT. (9) For any purchase of a new property or sale of an existing property, the investment manager shall require the valuer to undertake a full comprehensive valuation of that property. (10) The investment manager shall ensure that the valuer does not value any assets, which it has valued within the preceding twelve months prior to the acquisition of the asset by the scheme of the SM REIT. Explanation. For the purposes of this sub-regulation, it is hereby clarified that nothing in this sub-regulation shall apply if the valuer had been engaged by the SM REIT for the acquisition or disposal of the asset that is to be valued. Distributions. 26ZK. (1) With respect to distributions made by the scheme of SM REIT and SPV, the investment manager shall ensure, (a) not less than ninety-five per cent. of net distributable cash flows of the SPV are distributed to the scheme of SM REIT subject to applicable provisions in the Companies Act, 2013: Provided that the amount retained by the SPV shall be utilized only in such manner as may be specified by the Board from time to time; (b) hundred per cent. of the net distributable cash flows of the scheme of SM REIT shall be distributed to the unit holders; (c) the distributions are declared at least once in every quarter of the financial year and not later than fifteen working days from the end of the quarter; (d) the distributions are paid to the unitholders within seven working days of such declaration. (2) If the investment manager fails to make payment within the said timelines, then the investment manager shall pay interest at the rate of fifteen per cent. per annum to the unitholders, for the delayed period and such excess interest shall not be recovered by the investment manager from the SM REIT in any form. Related party transactions. 26ZL . The SM REITs shall not enter into any transaction with related parties including transactions for facility management and property management: Provided that nothing in this regulation shall apply to payment of fees by the SM REIT to the investment manager and the trustee for carrying on the activities of the REIT. Rights and meetings of unit holders. 26ZM. (1) The unitholders of the scheme shall have the right to receive distributions as provided for in the scheme offer document, subject to the provisions of this chapter. (2) With respect to any matter requiring approval of the unit holders, (a) a resolution shall be considered as passed when the votes cast by unit holders, so entitled and voting, in favour of the resolution exceed a certain percentage or criteria as specified in these regulations; (b) the unitholders of the scheme shall have the right to vote in any unitholders meeting of that particular scheme of SM REIT; (c) in case the scheme of the SM REIT proposes to purchase a property or proposes to sell a property at a value which is greater than one hundred and five per cent. or less than ninety five per cent. of the value of property as assessed by the valuer respectively, approval from unitholders shall be required wherein votes cast in favour of the resolution shall be at least three times the number of votes cast, against the resolution; (d) the investment manager shall also provide the option to the unitholders to vote either by way of post or through electronic mode; (e) a notice of not less than twenty one clear days shall be provided to the unit holders: Provided that a meeting of the unit holders of each scheme may be called after giving shorter notice, if consent, in writing or by electronic mode, is accorded thereto, by not less than ninety-five per cent of the unit holders of the scheme entitled to vote at such meeting; (f) no person who is interested in any transaction as well as associates of such person(s) shall vote on any matter related to that transaction; (g) investment manager shall be responsible for all the activities pertaining to the meeting of the unit holders of scheme, subject to oversight of the trustee: Provided that in issues pertaining to the investment manager including change in the investment manager, removal of the investment manager, change in control of the investment manager, the trustee shall convene and handle all activities pertaining to conduct of the meetings of unit holders: Provided further that in respect of issues pertaining to the trustee including change in the trustee, the trustee shall not be involved in any manner in the conduct of the meeting. (3) An annual meeting of unit holders of each scheme shall be held at least once every year, within one hundred and twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months. (4) The investment manager or the trustee, as applicable, of the SM REIT shall conduct the meetings in accordance with the procedure as may be specified by the Board. (5) The investment manager of a SM REIT may conduct meeting of unitholders of each scheme through video conferencing or through other audio-visual means. (6) In the annual meeting of unitholders of each scheme, the investment manager shall place following matters before the unit holders for consideration of: (a) latest annual accounts and audit report of the SM REIT and its schemes, and a report on performance of the scheme of the SM REIT; (b) the appointment of, and the fixing of the fees of the auditor and the valuer; and (c) the latest valuation reports. (7) The matters mentioned in sub-regulation (6) of this regulation shall require approval of unitholders of the scheme, where votes cast in favour of the resolution shall be more than the votes cast against the resolution. (8) Any information that is required to be disclosed to the unitholders of each scheme may also be taken up in the annual meeting of the unitholders of such scheme. (9) Approval from unitholders of the concerned scheme shall be required, where votes cast in favour of the resolution shall be more than the votes cast against the resolution, in case of following items, (a) any transaction, value of which is equal to or greater than ten per cent. of the value of the assets of the particular scheme of SM REIT; (b) any borrowing in excess of limit specified under proviso to sub-regulation (5) of regulation 26U; (c) any issue for which the Board or the recognized stock exchanges require such approval under this sub-regulation; (d) any issue, in the ordinary course of business, which in the opinion of the Investment Manager or Trustee, is material and requires approval of the unitholders. (10) Approval from the unitholders of the scheme of the SM REIT shall be required, where votes cast in favour of the resolution shall not be less than one and a half times the votes cast against the resolution in case of the following items, (a) any change in investment manager including removal of the investment manager or change in control of the investment manager; (b) any material change in investment strategy or any change in the fees payable to the investment manager by the SM REIT; (c) any issue of units after initial offer by a scheme of SM REIT, in whatever form; (d) the trustee and investment manager proposing to seek voluntary delisting of units of the scheme of the SM REIT; (e) any issue, not in the ordinary course of business, which in the opinion of the investment manager or trustee requires approval of the unitholders; (f) any issue, which in the opinion of the Board or the recognized stock exchanges, requires approval under this sub-regulation; (g) removal of the auditor or valuer and appointment of another auditor or valuer to the SM REIT; (h) change in the trustee; (i) delisting of the scheme of the SM REIT if the unit holders have sufficient reason to believe that such delisting would act in the interest of the unitholders; and (j) extension of time period as specified under clause (b) of sub-regulation (1) of regulation 26ZI. (11) The unitholders of the scheme of SM REIT may request any matter to be taken up in the unitholders meeting of such scheme if ten per cent. of the unitholders of a particular scheme by value, apply in writing, to the trustee and the trustee shall require the investment manager to place the matter for voting in accordance with these regulations: Provided that the request of the unitholders of a scheme for change in the trustee shall be sent, in writing, to the investment manager, who shall, on receipt of such a request, place the matter for voting in the manner as specified in accordance with these regulations. Investor Grievance Redress 26ZN . The investment manager shall abide by the guidelines and circulars issued by the Board in relation to the SCORES and Online Dispute Resolution for resolution of investor grievances and disputes, including depositing such amount with the designated body as may be specified by the Board. (3) After Schedule I and before Schedule II, the following shall be inserted, namely, SCHEDULE IA FORMS APPLICABLE TO SM REITS FORM A Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 Application for Grant of Certificate of Registration as Small and Medium (SM) Real Estate Investment Trust [See Regulation 26I (1)] Securities and Exchange Board of India SEBI Bhavan, Plot C4-A, G Block, Bandra Kurla Complex, Mumbai 400051 - India INSTRUCTIONS 1. This form is meant for use by the applicant for grant of certificate of registration as a SM REIT. 2. The applicant should complete this form, and submit it, along with all supporting documents to the Board. 3. This application form should be filled in accordance with these regulations. 4. The application shall be considered by the Board provided it is complete in all respects. 5. All answers must be legible and all the pages must be numbered with signature/ stamp on each page of the form. 6. Information which needs to be supplied in more detail may be given on separate sheets which should be attached to the application form and appropriately numbered. 7. The application must be signed and all signatures must be original. 8. The application must be accompanied by an application fee as specified in the Schedule IIA to these regulations. I. GENERAL INFORMATION (a) Name, address, telephone number(s), fax number(s), e-mail address of the SM REIT (b) Name, direct line number, mobile number and e-mail of the contact person(s) (c) Whether the trust / investment manager or their associates or trustee is/ are registered with the Board, the Reserve Bank of India or any other regulatory authority in any capacity along with the details of its registration (d) Details of infrastructure for conducting activities as a SM REIT II. DETAILS OF TRUST (a) Write-up on the activities of the trust (b) Whether the trust deed is registered under the provisions of the Registration Act, 1908 (c) Whether the trust deed has its main objective as undertaking activity of SM REIT and includes responsibilities of the trustee in accordance with these Regulations (Enclose relevant extract of the Registered Trust Deed) III. DETAILS OF TRUSTEE (a) Name, address of registered office, address for correspondence and principal place of business, telephone number(s), fax number(s), e-mail address of the Trustee (b) Name, direct line number, mobile number and e-mail of the contact person(s) (c) Brief write up on the activities of the trustee (d) Details of registration as a debenture trustee (e) Details of infrastructure, personnel, etc. relevant to the activity as trustee of the SM REIT (f) Identity and address proof of the trustee and its directors (g) Whether the trustee company is registered with any regulatory authority other than the Board in any capacity along with the details of its registration (h) Copy of the executed trust deed IV. DETAILS OF INVESTMENT MANAGER (a) Name, address of the registered office address for correspondence, telephone number(s), fax number(s), of the Investment Manager (b) Name, direct line number, mobile number and e-mail of the contact person(s) (c) Legal status, date and place of incorporation/ establishment, wherever applicable (d) Copy of executed investment management agreement (e) Write up on the activities of the investment manager, including past experience in real estate industry or real estate fund management (f) Details of the key managerial personnel including experience including past experience real estate industry or real estate fund management, and professional qualification (g) List of directors (h) Identity proof and address proof of the investment manager, its directors (i) Shareholding and profile of the directors (j) Copies of the financial statements for the previous financial year (k) Net-worth certificate of investment manager by a practicing Chartered Accountant, not more than six months old (l) Details of net-worth held in liquid assets, as required under these regulations (m) Whether the investment manager has acted as manager to any REIT previously, which are registered with SEBI. If yes, details of the same V. DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY (a) Investment objective and investment style (b) Details of proposed scheme offerings (c) Brief details of the assets proposed to be held under the scheme of the SM REIT (d) Fee structure (e) Migration plan of any existing persons, entities or structures to the structure of the scheme of the SM REIT, including timelines, milestones and any other relevant details. (f) Details of current holdings and investments in real estate (g) Details of past activities in real estate VI. DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY (a) Whether the SM REIT or the parties to the SM REIT or their directors are/were involved in any litigation connected with the securities market which may have an adverse bearing on the business of the SM REIT or any order has/ had been passed against them for violation of securities laws. (If yes, provide details. If no, enclose a declaration to that effect) (b) Whether any disciplinary action has been taken by the Board or any other regulatory authority against the SM REIT or the Parties to the SM REIT or their promoters or directors under any Act or the Regulations/guidelines made thereunder (If yes, provide details. If no, enclose a declaration to that effect) (c) Whether SM REIT or the Parties to the SM REIT or their directors has/ have been refused a certificate by the Board or its/ their certificate has been suspended at any time prior to this application. (If yes, provide details. If no, enclose a declaration to that effect) VII. OTHER INFORMATION/DECLARATIONS (a) Declaration that the investment manager shall comply with the lock-in conditions as specified under these regulations. (b) Declaration that the SM REIT and the parties to the SM REIT shall be fit and proper persons based on the criteria specified in the Securities and Exchange Board of India (Intermediaries) Regulations, 2008. DECLARATION STATEMENT (TO BE GIVEN AS BELOW) We hereby agree and declare that the information supplied in the application, including the attachment sheets, is complete and true. AND we further agree that, we shall notify the Securities and Exchange Board of India immediately any change in the information provided in the application. We further agree that we shall comply with, and be bound by the Securities and Exchange Board of India Act, 1992, and the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, and any other regulations, guidelines or circulars as may be notified or issued by the Securities and Exchange Board of India from time to time. We further agree that as a condition of registration, we shall abide by such operational instructions/directives as may be issued by the Securities and Exchange Board of India from time to time. For and on behalf of___________________________________________________ (Name of the applicant) Authorized signatory (Signature) FORM B Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 [See regulation 26L (1)] Certificate of registration as a SM REIT I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), read with the regulations made there under, the Board hereby grants a certificate of registration to ___________________________________________________________________________ as a SM Real Estate Investment Trust subject to the conditions specified in the Act and in the regulations made thereunder. II. The Registration Number of the SM Real Estate Investment Trust is: ._________ Date : Place : By Order Sd/- For and on behalf of Securities and Exchange Board of India (4) After Schedule II and before Schedule III, the following shall be inserted, namely SCHEDULE IIA Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 [See regulations 26I (1), 26L (1) and 26R (2)] FEES TO BE PAID WITH RESPECT TO REGISTRATION AS SM REIT 1. Every applicant shall pay non-refundable application fees of rupees one lakh along with the application for grant of certificate of registration. 2. Every applicant shall pay non-refundable registration fees of rupees ten lakh within fifteen days from the date of receipt of intimation from the Board. 3. The scheme of the SM REIT, in case of initial offering or a follow on offering shall pay non-refundable filing fees that is the higher of, rupees five lakh, and 0.1 per cent. of the total scheme issue size including intended retention of oversubscription, at the time of filing of draft scheme offer document with the Board. 4. If the issue size estimated by the SM REIT differs from eventual issue size and thereby (a) the fees paid by the SM REIT is found to be deficient, the balance fee shall be paid by the issuer along with filing of the final scheme offer document with the recognized stock exchanges, as the case may be; and (b) if any excess fee is found to have been paid to the Board, it shall be refunded by the Board to the SM REIT. 5. Such application, registration and filing fees shall be paid by the applicant or SM REIT, as applicable, by way of direct credit into the bank account through NEFT/RTGS/IMPS or online payment using the SEBI Payment Gateway or any other mode as may be specified by the Board from time to time. BABITHA RAYUDU Executive Director [ADVT.-III/4/Exty./818/2023-24] Footnotes: 1. The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014/15/11/1576. 2. The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was subsequently amended by the a. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/022, with effect from November 30, 2016; b. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/022, with effect from December 15, 2017. c. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/06, with effect from April 10, 2018. d. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/09, with effect from April 22, 2019. e. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/06, with effect from March 02, 2020. f. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020. g. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/16 with effect from June 16, 2020. h. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/28 with effect from July 30, 2021. i. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30 with effect from August 03, 2021. j. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/100 with effect from November 9, 2022. k. Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023 vide No. LAD-NRO/GN/2023/123 with effect from February 14, 2023. l. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD NRO/GN/2023/137 with effect from July 4, 2023. m. Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment) Regulations, 2023 vide No. LAD-NRO/GN/2023/144 with effect from August 16, 2023. n. Securities and Exchange Board of India (Real Estate Investment Trusts) (Third Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/160 with effect from October 23, 2023.