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TMI BlogSecurities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2023X X X X Extracts X X X X X X X X Extracts X X X X ..... e Board of India (Real Estate Investment Trusts) Regulations, 2014 , (1) in regulation 2 , in sub-regulation (1), - (a) clause (g) shall be substituted with the following clause, namely - (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 rights or interest; ; (b) after clause (qa), the following clause shall be inserted, namely - (qai) Independent director in case of a company m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 th ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (6A) The manager of the REIT shall not appoint or re-appoint- (a) an individual as the auditor for more than one term of five consecutive years; and (b) an audit firm as the auditor for more than two terms of five consecutive years: Provided that- (i) the individual auditor who has completed the term under clause (a) shall not be eligible for re-appointment as the auditor in the same REIT for a period of five years from the date of completion of the term; (ii) the audit firm that has completed its term under clause (b), shall not be eligible for reappointment as the auditor in the same REIT for a period of five years from the date of completion of its term. ; (3) in regulation 13 , after sub-regulation (4), the following sub-regulation shall be inserted, namely (5) The auditor shall undertake a limited review of the audit of all the entities or companies whose accounts are to be consolidated with the accounts of the REIT as per the applicable Indian Accounting Standards (Ind AS) and any addendum thereto as defined in Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015, in such manner as may be specified by the Board. ; (4) in regulat ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (vi) the expression Board of Directors of the listed entity wherever it occurs, shall be read as Board of Directors of Manager ; (vii) the expression subsidiary of listed entity wherever it occurs, shall be read as HoldCo and/or SPV of REIT, as applicable . Additional Requirements. 26B . (1) The Board of Directors of the Manager shall comprise of not less than six directors and have not less than one woman independent director. (2) The quorum for every meeting of the Board of Directors of the Manager shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. Explanation - The participation of the directors by video conferencing or by other audio-visual means shall be counted for the purpose of quorum and shall be recorded by the Manager. (3) The Board of Directors of the Manager shall review compliance reports every quarter pertaining to all laws applicable to the REIT as well as steps taken to rectify instances of non-compliances. (4) The minimum information as specified in Part A of Schedule VIII shall be placed before the Board of Directors of the Manager. (5) The Complianc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... es. (c) quarterly results for the REIT and its operating divisions or business segments. (d) minutes of meetings of audit committee and other committees of the Board of Directors of Manager. (e) the information on recruitment and remuneration of senior officers just below the level of Board of Directors, including appointment or removal of Chief Financial Officer and the Compliance Officer (f) show cause, demand, prosecution notices and penalty notices, which are materially important. (g) fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems. (h) any material default in financial obligations to and by the REIT, HoldCo. and/or SPV. (i) any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the REIT, holdco, SPV or taken an adverse view regarding another enterprise that may have negative implications on the REIT. (j) details of any joint venture or collaboration agreement. (k) significant labour problems and their proposed solutions, any significant development in Human Resources/ Industrial Rela ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the manager s internal control system over financial reporting of REIT. BABITHA RAYUDU, Executive Director [ADVT.-III/4/Exty./611/2022-23] 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 Indi ..... X X X X Extracts X X X X X X X X Extracts X X X X
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