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TMI BlogContinuous disclosures and compliances by REITsX X X X Extracts X X X X X X X X Extracts X X X X ..... lar is available on SEBI website at www.sebi.gov.in under the categories Legal Framework and under the drop down Circulars . Yours faithfully, Barnali Mukherjee Chief General Manager Investment Management Department Tel No.022-2644 9660 Email id - [email protected] Annexure - A Disclosure of Financial information to Stock Exchanges (A) Financial Information of REIT: While disclosing its financial information to the Stock Exchanges, a REIT shall comply with the following: 1. Frequency and Time period for disclosures: 1.1. A REIT shall submit its half yearly and annual financial information to the Stock Exchanges. 1.2. The financial information shall be submitted to the Stock Exchanges within the following time period: (a) The financial information of the first half year period of the financial year, shall be submitted within 45 days from the end of the half year. (b) The annual financial information shall be submitted within 60 days from the end of the financial year. (c) The financial information of the second half year period of the financial year, shall be submitted along with the annual fina ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... IFRS, shall be appropriately highlighted and explained. 5. Key Financial Statements: 5.1. The financial information presented by the REIT 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. 5.2. The annual financial information shall include 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 / Receipts and Payments; (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. 5.3. The half yearly financial information shall include the following financial statements (a) Statement of Profit and Loss/Income and Expenditure; (b) Explanatory notes annexed to, or forming part of, any statements referred above. 5.4. For the key financial statements listed above, the minimum information to be disclosed shal ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ate disclosures required as per the applicable accounting laws (including Ind AS 8 issued by the ICAI). 6.4. Disclosures related to Modified Opinion(s) The below mentioned disclosures would be required only in case of annual financial information of the REIT: (a) If the auditor has expressed any modified opinion(s) in respect of the audited annual financial information of the REIT, then the REIT, while submitting such financial information to the Stock Exchange(s), shall file a Statement on Impact of Audit Qualifications disclosing such modified opinion(s) and the cumulative impact of the same in the format as specified in Annexure I to the SEBI Circular No. CIR/CFD/CMD/56/2016 dated May 27, 2016. With respect to the format referred in the aforementioned Circular, the reference to Earnings per Share and Management should be construed as a reference to Earnings per Unit and Board of Directors/Governing Body of the Manager respectively. Further, the aforementioned statement on impact of audit qualifications shall be signed by the following: Chairperson/CEO/MD of the Manager CFO or the Head of the Finance of the Manager Statutory Auditor (b) I ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e shall be subject to limited review by the auditor of REIT. 8.2. The audit/limited review shall be carried out by the auditor appointed for the REIT as per the REIT 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. 8.3. In case the financial information is audited, it shall comply with all the requirements specified in Paragraph 5 in Section A of Annexure-A to the SEBI Circular No. CIR/IMD/DF/141/2016 dated December 26, 2016 on Disclosure of financial information in offer document for REITs , to the extent applicable, and the audit report shall contain disclosures stated therein. In addition to the auditor s opinion on the matters specified in Paragraph 5.1 (e) in Section A of Annexure-A to the aforementioned SEBI Circular, the auditor shall also give his opinion on the following: i. whether the statement of NDCFs gives a true and fair view of NDCFs for the years/periods ended at the balance sheet dates. 8.4. The financial information submitted to the Stock Exchanges sh ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e stock exchanges; On quarterly basis, within 21 days from the end of each quarter; and Within 10 days of any capital restructuring of REIT resulting in a change exceeding 2% of the total outstanding units of REIT. 2.2. The Unit holding pattern shall be disclosed in the following format: Category Category of Unit holder No. of Units Held As a % of Total Out-standing Units ( A) Sponsor(s) / Manager and their associates/related parties and Sponsor Group ( 1) Indian ( a) Individuals / HUF ( b) Central/State Govt. ( c) Financial Institutions/Banks (d) Any Other (specify) Sub- Total (A) (1) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (c) NBFCs registered with RBI ( d) Any Other (specify) Sub- Total (B) (2) Total Public Unit holding (B) = (B)(1)+(B)(2) Total Units Outstanding (C) = (A) + (B) 3. Review of Credit Rating: 3.1. Every credit rating, wherever required to be obtained by a REIT as per Regulation 20 (2) of the REIT regulations, shall be reviewed once a year, by the registered credit rating agency. 3.2. The credit rating review shall be completed annually within 30 days from the end of the financial year. Further, immediately upon completion of the credit rating review exercise and upon the receipt of the credit rating report, an intimation along with all pertinent information should be made to the Stock Exchanges. 4. Website of REIT: 4.1. A REIT shall maintain a functional website whe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ssue, rights issue, preferential issue, etc.: a) Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; b) Statement indicating category wise variation, if any, between projected utilization of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilization of funds. 6.2. The statement(s) specified above, shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. Such statement(s) shall also be placed before the Trustee and the Board of Directors/Governing Body of the Manager for review. Pursuant to such review, the statement shall be submitted to the stock exchange(s). Such submission to the Stock Exchange(s) shall be made within twenty one days from the end of each quarter 6.3. REIT shall furnish an explanation for the aforementioned variation in its Annual report. 6.4. REIT shall prepare an annual statement of funds utilized for purposes other than th ..... X X X X Extracts X X X X X X X X Extracts X X X X
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