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TMI BlogSecurities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016X X X X Extracts X X X X X X X X Extracts X X X X ..... ds and figures shall be as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include following shall be substituted; ii. the sub-clauses (v), (vi), (vii) and (viii) shall be omitted; iii. after clause (k), the following new clause shall be inserted, namely, (ka) debt securities shall be as defined under Regulation 2(1)(e) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008; ; iv. clause (o) shall be omitted; v. after clause (p), following new clause shall be inserted, namely,- (pa) general purposes include such identified purposes for which no specific amount is allocated or any amount so specified towards general purpose or any such purpose by whatever name called, in the offer document filed with the Board: Provided that any issue related expenses shall not be considered as a part of general purpose merely because no specific amount has been allocated for such expenses in the offer document filed with the Board; vi. after clause (q) , the following new clauses shall be inserted, namely, (qa) holdco or holding company shall mean a company or LLP.,- (i) in which REIT holds or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... per cent , the word one shall be inserted; xv. after the clause (zt), the following new clause shall be inserted, namely, (zta) sponsor group includes: (i) the sponsor(s); (ii) in case the sponsor is a body corporate: a. entities or person(s) which are controlled by such body corporate; b. entities or person(s) who control such body corporate; c. entities or person(s) which are controlled by person(s) as referred at clause b. (iii) in case sponsor is an individual: a. an immediate relative 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; ; xvi. in clause (zz),- (a) after the words, figures and symbols Companies Act, 2013 and before the words and who has , the words or as defined hereunder shall be inserted; (b) after the word has and before the word been , the word and symbol /have shall be inserted; (c) after the word undertake , the words both financial and technical' shall be inserted; (d) for the proviso, the following shall be substituted,- (a) a valuer in r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... i), the following new sub-clause shall be inserted, namely, (ia) each sponsor and sponsor group shall be clearly identified in the application of registration to the Board and in the offer document/placement memorandum, as applicable: Provided that, for each sponsor group not less than one person shall be identified as a sponsor; ; iii. in clause (g),- (a) for the word preferential , the word superior shall be substituted; (b) the symbol ; shall be substituted with and there are no multiple classes of units of REIT: ; (c) after clause (g), the following shall be inserted, namely, Notwithstanding the above, subordinate units may be issued only to the sponsors and its associates, where such subordinate units shall carry only inferior voting or any other rights compared to other units; ; iv. clause (h) shall be omitted; IV. in regulation 9,- i. in sub-regulation (5), after the words chartered accountant , the words and symbols or a valuer, as applicable, shall be inserted; ii. in sub-regulation (15), for the words and its associates , the words of the REIT shall be substituted; V. in regulation 10,- i. in sub-regulation (2), ( ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e words hold a , the words and symbols the sponsor(s) and sponsor group(s) shall collectively shall be inserted; (ii) in the first proviso, after the words minimum sponsor and before the words holding specified , the words and symbols (s) and sponsor group(s) shall be inserted; (iii) in the second proviso, after the words the sponsor and before the words exceeding the , the words and symbols (s) and sponsor group(s) shall be inserted; (e) in clause (b), before the words together hold , the words and symbols the sponsor(s) and sponsor group(s) shall be inserted; (f) in clause (c),- (i) before the word individually , the words each of the sponsor shall be inserted; (ii) after the word individually the symbol , shall be omitted; (iii) after the word individually and before the words hold not , the words and symbol shall shall be inserted; v. in sub-regulation (4),- (a) after the word and symbols sponsor(s) and before the word and symbols propose(s) , the word and symbols and sponsor group(s) shall be inserted; (b) in clause (b), after the word and symbols sponsor(s) and before the words shall arrange , the words and symbo ..... 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(b) shall be of the value of at least ₹ 400 crore, if the post issue capital of the REIT calculated at offer price is equal to or more than rupees one thousand six hundred crore and less than rupees four thousand crore; (c) shall be not less than ten per cent. of the total of the outstanding units of the REIT and the units being offered by way of the offer document, if the post issue capital of the REIT calculated at offer price is equal to or more than rupees four thousand crore: Provided that any units offered to sponsor or the manager or their related parties or their associates shall not be counted towards units offered to the public: Provided further that any listed REIT which has public holding below twenty five per cent on account of sub-clauses (ii) and (iii) above, such REIT shall increase its public holding to at least twenty five per cent, within a period of three years from the date of listing pursuant to initial offer. ; iii. in sub-regulation (4),- (a) after the words through the and before the word and symbol , shall , for the word manager , the words merchant banker shall be substituted; (b) after the words draft offer document , t ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the word fresh and before the word offer , the word draft shall be inserted; ix. in sub-regulation (20),- (a) in clause (a),- (i) after the word exceeding and before the words per cent , for the words and symbols seventy five , the word ninety shall be substituted; (ii) after the words of the and before the words issue size , the word fresh shall be inserted; (iii) in clause (a), the word initial' shall be omitted; (iv) in clause (a), the words or follow on offer document shall be omitted; (b) in clause (b),- (i) after the words in the and before the words offer document , the words initial offer document or follow on shall be omitted; (ii) after the proviso following proviso shall be inserted,- Provided further, that the offer document shall contain adequate disclosures towards the utilisation of such oversubscription proceeds, if any, and such proceeds retained on account of oversubscription shall not be utilised towards general purposes. x. in sub-regulation (22), in clause (a), after the words in the and before the word SPV , the word holdco and/or shall be inserted; xi. after sub-regulation (22), following s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ny rights that prevent the REIT, the holdco or the SPV(s) from complying with the provisions of these regulations and an agreement shall be entered into with such shareholders or partners to that effect prior to investment in the holdco and/or SPVs; (c) the manager, in consultation with the Trustee, shall appoints the majority of the Board of directors or governing board of the holdco and/or SPV(s); (d) the manager shall ensure that in every meeting including annual general meeting of the holdco and/or SPV(s), the voting of the REIT is exercised; ; iv. in sub-regulation (4),- (a) the words proportionate to the holding of the REITs shall be omitted; (b) in clause (a), after the words through a and before the words SPV , the words and figure holdco and/or shall be inserted; (c) in clause (a), after the words by such and before the words SPVs , the words and figure holdco and/or shall be inserted; v. in sub-regulation (5),- (a) the words proportionate to the holding of the REITs shall be omitted; (b) in clause (a), after the word and symbol properties, , the words and symbols in which not more than ten percent of value of the REIT assets s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... e word SPV , the words and symbols holdco or SPV or if the equity shares or interest in the holdco/SPV are sold by the REIT, then shall be substituted; (ii) in sub-clause (i), after the word and symbol holders; , the words and symbols and if the SPV proposes to reinvest sale proceeds, if any, into another property, it shall not be required to distribute any sale proceeds from such sale to the REIT; shall be omitted; (iii) in sub-clause (ii),- (a) after the words the REIT and before the word proposes , the words or SPV shall be omitted; (b) after the word and symbol property, and before the words it shall , the words and symbol within a period of 1 year, shall be inserted; (c) after the words and symbols clauses (a) , for the words and symbols and (b) , the words and symbols , (b), (c) and (d) of sub-regulation 16 shall be substituted; XIII. in regulation 19,- i. in sub-regulation (3),- (a) the words both prior to and shall be omitted; (b) in clause (c),- (i) after the words and symbol lesser than, and before the word average , the words one hundred ten percent and ninety percent of the shall be inserted; (ii) after the word ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ore the words shall apply , for the word trustee the word manager shall be substituted; XVII. in regulation 23, in sub-regulation (5), in clause (b), after the words level of and before the word SPV , the words holdco or shall be inserted; XVIII. in regulation 25, in sub-regulation (1), after the words REIT or and before the word parties , the words and symbols holdco or SPV(s) or shall be inserted; XIX. in regulation 26, sub-regulation (1), after the word and symbol including, the words and symbol for a period of not less than seven years, shall be inserted; XX. in regulation 27, after the words activity of the REIT and before the words for any of the , the words or holdco or SPVs or parties to the REIT shall be inserted; XXI. in regulation 29, after the words parties to the REIT or and before the words any person responsible , the words holdco or SPV(s) or shall be inserted; XXII. after the regulation 33, the following new regulation shall be inserted, namely Power to relax strict enforcement of Regulations (33A) The Board may, in the interest of investors or for the development of the securities market, relax the strict en ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l be substituted; ii. for the words the letter of offer , the words of the final offer document shall be substituted; XXV. in Schedule III, - i. in paragraph 6, in sub-paragraph (e), (a) after the words Details of the and before the word SPVs the words and symbol holdco and/or shall be inserted; (b) after the words REIT in the and before the word SPV the words and symbol holdco and/or shall be inserted; (c) after the words REIT in the and before the word SPV the words and symbol holdco and/or shall be inserted; ii. in paragraph 7, sub-paragraph (c), shall be omitted; iii. in paragraph 9, in sub-paragraph (b), (a) after the words party transactions and before the word undertaken the words and symbol which are shall be inserted; (b) after the word undertaken and before the words as well as , for the words and symbol prior to the offer , the words in last three financial years and current financial year shall be substituted; iv. in paragraph 11, (a) in sub-paragraph (b), after the word REIT and before the word manager , the words and symbols (consolidated and stand alone), shall be omitted; (b) after s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ph (e),- i. after the word details and before the word shall , the words and symbols , to the extent applicable, shall be inserted; ii. after sub-paragraph (xv), the following new sub-paragraphs shall be inserted, namely, xvi. List of one-time sanctions/approvals which are obtained or pending xvii. List of up to date/overdue periodic clearances xviii. Statement of assets included xix. Estimates of already carried as well as proposed major repairs and improvements along with estimated time of completion xx. Revenue pendencies including local authority taxes associated with REIT asset and compounding charges, if any xxi. On-going and closed material litigations including tax disputes in relation to the assets, if any xxii. Vulnerability to natural or induced hazards that may not have been covered in town planning/ building control . U.K. SINHA, Chairman [ADVT III/4/Exty./320/16 (692B)] Footnote: The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 were published in the Gazette of India on 26th of September, 2014 vide No. LAD-NRO/GN/2014-15/11/1576. - Notification Tax Management India - tax ..... X X X X Extracts X X X X X X X X Extracts X X X X
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