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TMI BlogDefinitionsX X X X Extracts X X X X X X X X Extracts X X X X ..... y corporate shall have the meaning assigned to it in or under sub-section (11) of section 2 of the Companies Act, 2013; (e) bonus issue means additional units allotted to the unit holders as on the record date fixed for the said purpose, without any cost to the unit holder; (f) certificate means a certificate of registration granted under these regulations; 41 [ (g) change in control , - (i) in case of a body corporate, - (A) if its shares are listed on any recognized stock exchange, shall be construed with reference to the definition of control in terms of regulations framed under clause (h) of sub-section (2) of section 11 of the Act; (B) if its shares are not listed on any recognized stock exchange, shall be construed with reference to the definition of control as provided in sub-section (27) of section 2 of the Companies Act, 2013 (18 of 2013); (ii) in a case other than a body corporate, shall be construed as any change in its legal formation or ownership or change in controlling interest. Explanation- For the purpose of sub-clause (ii), the expression controlling interest means an interest, whether direct or indirect, to the extent of not less than fifty percent of voting righ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... been allocated for such expenses in the offer document filed with the Board; ] (q) governing board in case of an LLP shall mean a group of members assigned by the LLP to act in a manner similar to the Board of directors in case of a company; initial offer means the first offer of units of an REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public; 45 [ (qa) group entities of the Manager means: (i) entities or person(s) which are controlled by the Manager; (ii) entities or person(s) who control the Manager; or (iii) entities or person(s) controlled by entities or person(s) specified in sub-clause (ii). ] 10 [ 44 [ (qai) ] holdco or holding company shall mean a company or LLP.,- (i) in which REIT holds or proposes to hold 11 [***] not less than fifty 12 [***] per cent. of the equity share capital or interest and which it in turn has made investments in other SPV(s), which ultimately hold the property(ies); (ii) which is not engaged in any other activity other than holding of the underlying SPV(s), holding of real estate/properties and any other activities pertaining to and incidental to such holdings; ; 42 [ 46 [ (qb) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ip or transaction with the REIT, its Holdco and/or SPV, parties to the REIT, its holding company, subsidiary or associate or their promoters or directors in relation to points (A) to (D) shall not exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from time to time, whichever is lower. (vi) who, neither himself or herself, nor whose relative(s) - (A) holds or has held the position of a key managerial personnel or is or has been an employee of the Holdco and/or SPV, parties to the REIT or its holding, subsidiary or associate or any company belonging to parties to the REIT, in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed: Provided that in case of a relative who is an employee other than a key managerial personnel, the restriction under this clause shall not apply for his/her employment; (B) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he/she is proposed to be appointed, of- (1) a firm of auditors or company secretaries in practice or cost auditors of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ments of the REIT and undertakes operational activities of the REIT; (x) net asset value or NAV means the value of the REIT 14 [assets reduced by the external debt] divided by the number of outstanding units as on a particular date; (y) net worth in relation to a company or a body corporate shall have the meaning assigned to it under sub-section (57) of section 2 of the Companies Act, 2013; (za) occupancy certificate means a completion certificate, or such other certificate, as the case may be, issued by the competent authority permitting occupation of any property under any law for the time being in force; (zb) offer document means any document described or issued as an offer document including any notice, circular, advertisement or other document inviting offers 15 [through a public issue] for the subscription or purchase of units of the REIT and includes initial offer document, follow-on offer document 16 [, letter of offer in case of rights issue] and any other document as may be specified by the Board; (zc) parties to the REIT shall include the 17 [sponsor group(s)], 37 [ inducted ] sponsor(s), manager, and trustee; (zd) preferential issue means an issue of units by a listed R ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 956 (42 of 1956); 38 [ **** ] 50 [ (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; ] (zn) 20 [ REIT assets means real estate assets and any other assets held by the REIT, on a freehold or leasehold basis, whether directly or through a holdco and/or a special purpose vehicle. ]; (zo) 21 [ related party shall be defined under the Companies Act, 2013 or under ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of such individual (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); and b. entities or person(s) which are controlled by such individual;] 32 [(ztb) strategic investor means, - a. an infrastructure finance company registered with the Reserve Bank of India as a Non-Banking Financial Company; b. a Scheduled Commercial Bank; c. a multilateral 33 [and/or] bilateral development financial institution; d. a systemically important Non-Banking Financial Company registered with the Reserve Bank of India; e. a foreign portfolio investor, 40 [ f. an insurance company registered with the Insurance Regulatory and Development Authority of India; g. a mutual fund. ] who invest, either jointly or severally, not less than five per cent. of the total offer size of the REIT or such amount as may be specified by the Board from time to time, subject to the compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder;] (zu) transferable development rights or TDR shall mean development rights issued by the competent authority under relevant laws in lieu of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... nership interest, as the case may be; 6 Substituted for the word more by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 7 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 8 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (o) read as under : follow-on offer document means any document by which follow-on offer is made to the public; 9 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 10 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. 11 Words controlling interest and omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 12 Word one omitted ibid. 13 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016. Prior to its omission, clause (r) read as under : initial offer document means any documentby which initial offer is made to the public b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 32 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 33 Substituted for the word and by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018. 34 Substituted by the SEBI (Real Estate (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017. Prior to the substitution, the definition of the term valuer read as follows: (zz) valuer means any person who is a registered valuer under section 247 of the Companies Act, 2013 34[or as defined hereunder] and who has34[/have] been appointed by the manager to undertake 34[both financial and technical] valuation of the REIT assets: 34[ (a) a valuer in respect of financial valuation, means,- (i) a chartered accountant, company secretary or cost accountant who is in whole-time practice, or retired member of Indian Corporate Law Service or any person holding equivalent Indian or foreign qualification as the Ministry of Corporate Affairs may recognize by an order: Provided that such foreign qualification is acquired by Indian citizen. (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tuted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 w.e.f. 01-04-2023 before it was read as, (g) change in control means,- (i) in case of a company or body corporate, change in control where 'control' shall have the meaning as provided in sub-section (27) of section 2 of the Companies Act, 2013; (ii) in any other case, change in the controlling interest; Explanation.─ For the purpose of sub-clause (ii), the expression controlling interest means an interest, whether direct or indirect, to the extent of 6 [not less] than fifty percent of voting rights or interest; 42. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 w.e.f. 01-04-2023 43. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/123 dated 14-02-2023 w.e.f. 01-04-2023 44. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (qa) 45. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 46. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (qai) 47. Re-Numbered vide Notification No. SEBI/LAD-NRO/GN/2023/144 dated 16-08-2023 before it was read as, (qb) 48. Re- ..... X X X X Extracts X X X X X X X X Extracts X X X X
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