MASTER CIRCULAR
SEBI/HO/DDHS-PoD-2/P/CIR/2024/43 May 15, 2024
(Updated as on August 06, 2024)
(Updated as on August 22, 2024)
(Updated as on November 13, 2024)
To,
Indian REITs Association
All Real Estate Investment Trusts (“REITs”)
All Parties to REITs
All Recognised Stock Exchanges
All Registered Depositories
All Self-Certified Syndicate Banks
All Registered Depository Participants, Stock brokers, Registrars to an Issue, Share
Transfer Agents, Bankers to issues, Merchant Bankers and other Intermediaries
Madam/ Sir,
Sub: Master Circular for Real Estate Investment Trusts (REITs)
1. For effective regulation of Real Estate Investment Trusts, Securities and Exchange Board
of India (SEBI) has been issuing various circulars from time to time. In order to enable
the stakeholders to have an access to all the applicable circulars at one place, the
provisions of the circulars issued till November 13, 2024 are incorporated in this Master
Circular for Real Estate Investment Trusts.
2. This Master Circular shall come into force from the date of its issuance. The circulars
mentioned in Appendix to this Master Circular shall stand superseded with the issuance
of this Master Circular. With respect to the directions or other guidance issued by SEBI,
as specifically applicable to Real Estate Investment Trusts, the same shall continue to
remain in force in addition to the provisions of any other law for the time being in force.
Terms not defined in this Master Circular shall have the same meaning as provided under
the relevant Regulations.
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3. Notwithstanding such supersession,
3.1. anything done or any action taken or purported to have been done or taken under
the superseded circulars, including registrations or approvals granted, fees collected,
registration suspended or cancelled, any inspection or investigation or enquiry or
adjudication commenced or show cause notice issued prior to such supersession,
shall be deemed to have been done or taken under the corresponding provisions of
this Master Circular;
3.2. any application made to SEBI under the superseded circulars, prior to such
supersession, and pending before it shall be deemed to have been made under the
corresponding provisions of this Master Circular;
3.3. the previous operation of the superseded circulars or anything duly done or suffered
thereunder, any right, privilege, obligation or liability acquired, accrued or incurred
under the superseded circulars, any penalty, incurred in respect of any violation
committed against the superseded circulars, or any investigation, legal proceeding
or remedy in respect of any such right, privilege, obligation, liability, penalty as
aforesaid, shall remain unaffected as if the superseded circulars have never been
superseded;
4. Pursuant to issuance of this Master Circular, the entities which are required to ensure
compliance with various provisions shall submit necessary reports as envisaged in this
Master Circular on a periodic/ continuous basis. Stock exchanges are advised to
disseminate the contents of this Circular on their website.
5. This Master Circular is issued in exercise of powers conferred under Section 11(1) of the
Securities and Exchange Board of India Act, 1992 and Regulation 33 of the SEBI (Real
Estate Investment Trusts) Regulations, 2014 to protect the interests of investors in
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securities and to promote the development of, and to regulate the securities market. This
Master Circular is issued with the approval of the Competent Authority.
6. This Master Circular is available on the SEBI website at https://www.sebi.gov.in/ under
the category “Legal -> Master Circulars
Yours faithfully,
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel no.: 022-2644 9696
Email: riteshn@sebi.gov.in
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Table of Contents
Chapter 1. Online Filing System for REITs ................................................................... 6
Chapter 2. Guidelines for public issue of units of REITs ............................................. 7
Chapter 3. Disclosure of financial information in offer document for REITs ........... 30
Chapter 4. Continuous Disclosures and Compliances by REITs .............................. 54
Chapter 5. Participation by Strategic Investor(s) in REITs ........................................ 69
Chapter 6. Guidelines for issuance of debt securities by REITs .............................. 71
Chapter 7. Issue and listing of Commercial Paper ..................................................... 73
Chapter 8. Dematerialization of securities holdings by REITs in Hold Cos and
SPVs….. ....................................................................................................... 74
Chapter 9. Manner of conducting meetings of unit holders ...................................... 75
Chapter 10. Guidelines for preferential issue and institutional placement of units by
listed REITs ................................................................................................. 78
Chapter 11. Guidelines for rights issue of units by a listed REIT .............................. 87
Chapter 12. Encumbrance on units of REITs .............................................................. 96
Chapter 13. Manner and mechanism of providing exit option to dissenting unit
holders ......................................................................................................... 98
Chapter 14. Investor Charter and Disclosure of Investor Complaints by Merchant
Bankers for public offers by REITs ......................................................... 110
Chapter 15. Format for Annual Secretarial Compliance Report for REITs ............. 111
Chapter 16. Format of Compliance report on Governance for REITs ..................... 112
Chapter 17. Manner of achieving minimum public unitholding - REITs ................. 113
Chapter 18. Board nomination rights to unitholders of REITs ................................ 118
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Chapter 19. Procedural framework for dealing with unclaimed amounts lying with
REITs and manner of claiming such amounts by unitholders .............. 127
Chapter 20. Format of Quarterly Report and Compliance Certificate ..................... 129
Annexures
Annexure - 1 . ............................................................................................................. 131
Annexure - 2 . ............................................................................................................. 136
Annexure - 3 . ............................................................................................................. 139
Annexure - 4 . ............................................................................................................. 140
Annexure - 5 . ............................................................................................................. 142
Annexure - 6 . ............................................................................................................. 146
Annexure - 7 . ............................................................................................................. 150
Annexure - 8 . ............................................................................................................. 151
Annexure - 9 . ............................................................................................................. 153
Annexure - 10 . ........................................................................................................... 159
Annexure - 11 . ........................................................................................................... 161
Annexure - 12 . ........................................................................................................... 166
Annexure - 13 . ........................................................................................................... 169
Annexure - 14 . ........................................................................................................... 176
APPENDIX: LIST OF SUPERSEDED CIRCULARS ..................................................... 188
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Chapter 1.Online Filing System for REITs1
1.1. In order to facilitate ease of operations in terms of applying for registration, reporting
and various compliances under SEBI (Real Estate Investment Trusts) Regulations,
2014 (REIT Regulations), SEBI has introduced an online system for filings related for
REITs. The online system can be used for application for registration, reporting and
filing under the provision of aforesaid Regulations.
1.2. All applicants desirous of seeking registration as REITs are now required to submit
their applications online only, through SEBI Intermediary Portal at
https://siportal.sebi.gov.in. Furthermore, all SEBI registered REITs are required to file/
submit/ apply for any request, as may be required under the provision of REIT
Regulations & Circulars issued thereunder, through the online system only. The
aforesaid online filing system has been made operational.
1.3. Link for SEBI Intermediary Portal is also available on SEBI website - www.sebi.gov.in.
In case of any queries and clarifications, users may refer to the manual provided in
the portal or contact the Portal Helpline as specified in the manual.
1 Circular No. SEBI/HO/IMD/DF1/CIR/P/2017/83 dated July 24, 2017
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Chapter 2.Guidelines for public issue of units of REITs2
2.1. Appointment and obligations of merchant banker and others:
2.1.1. The Manager on behalf of the REIT, in line with Regulation 10 (5) of SEBI REIT
Regulations, shall appoint one or more merchant bankers, at least one of whom
shall be a lead merchant banker and shall also appoint other intermediaries, in
consultation with the lead merchant banker, to carry out the obligations relating to
the issue.
2.1.2. Where the issue is managed by more than one merchant banker, the rights,
obligations and responsibilities, relating inter alia to disclosures, allotment, refund
and underwriting obligations, if any, of each merchant banker shall be
predetermined and disclosed in the offer document.
2.2. Filing of offer document
2.2.1. Draft offer document, offer document and final offer document shall mean as
under:
a) Draft offer document refers to the draft of the offer document filed with the
Board and the stock exchanges.
b) Offer document refers to the version of the offer document filed with the
Board and the stock exchanges incorporating all updations except the price
/ price band.
c) Final offer document refers to the version of the offer document filed with the
Board and the stock exchanges including details with respect to pricing,
allotment etc.
2.2.2. The draft offer document shall be filed with the Board and the designated stock
exchanges in accordance with REIT Regulations.
2 Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016
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2.2.3. The lead merchant bankers shall submit the following to the Board along with
the draft offer document:
a) a certificate, confirming that an agreement has been entered into between
the Manager on behalf of the REIT and the lead merchant bankers;
b) a due diligence certificate as per Form A of Annexure - 1.
2.2.4. The draft offer document shall be hosted on the websites as specified under
Regulation 14(5) of the REIT Regulations and the period of hosting on the
website for comments, if any, shall be at least twenty-one days. The lead
merchant banker shall file a statement with the Board giving information of the
comments received by them or the REIT or the parties to the REIT on the draft
offer document during that period and the consequential changes, if any, to be
made in the draft offer document.
2.2.5. Subject to regulation 14(7), (8) and (9) of REIT Regulations, the Board may
specify changes or issue observations, if any, on the draft offer document within
the later of the following:
a) thirty days from the later of the following dates:
i. the date of receipt of the draft offer document by the Board; or
ii. 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
iii. the date of receipt of a copy of in-principle approval letter issued by
the recognised stock exchanges;
b) twenty one working days from the date of receipt of satisfactory reply from
the lead merchant bankers, where the Board has sought any clarification
or additional information from them;
2.2.6. The merchant banker(s) shall ensure that all comments received from the Board
on the draft offer document are suitably addressed prior to the filing of the offer
document with the Board and designated stock exchanges;
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2.2.7. The lead merchant banker shall submit the following documents to the Board
along with the offer document:
a) a statement certifying that all changes, suggestions and observations made
by the Board have been incorporated in the offer document;
b) a due diligence certificate as per Form B of Annexure - 1
2.2.8. If changes are made in the draft offer document or offer document with respect
to any of the following, the lead merchant banker shall file fresh draft offer
document with the Board highlighting all changes made in the draft offer
document or offer document, as applicable, along with the fees as specified in
REIT Regulations:
a) Change in sponsor(s), sponsor group, Manager or persons in control of the
sponsor(s)/ Manager.
Provided that, in case of change in sponsor group, fresh filing shall be
applicable only if the involved sponsor group entity(ies) hold/propose to hold
more than 5% of the total units of the REIT after initial offer on a post-issue
basis.
b) Change in more than half of the board of directors of the Manager.
c) Change in any object(s) of the issue contributing/amounting to more than
20% of the issue size.
d) Any increase or decrease in estimated issue size by more than twenty five
per cent.
2.2.9. All other changes/ updations in the draft offer document or offer document which
are not covered under clause 2.2.8 above shall be carried out by the lead
merchant banker and offer document with updated details shall be filed with the
Board without fees.
2.2.10. The manager shall, after filing the offer document with the Board, make a pre-
issue advertisement on the website of the sponsor, manager and stock
exchanges.
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2.2.11. The manager may also issue such pre-issue advertisement in any newspaper
and on the website of the REIT, if applicable.
2.3. Allocation in public issue
2.3.1. In an issue made through the book building process or otherwise, the allocation
in the public issue shall be as follows:
a) not more than 75% to Institutional Investors
b) not less than 25% to other investors
[Explanation: Institutional investors is as defined under Regulation 2(1)(y) of SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018.]3
2.3.2. Manager of the REIT in consultation with merchant banker(s) may allocate upto
60% of the portion available for allocation to Institutional Investors to anchor
investors as under:
a) An Anchor Investor shall make an application of a value of at least Rs. 10
crore in the public issue;
b) Allocation to Anchor Investors shall be on a discretionary basis and subject
to the minimum of 2 investors for allocation up to Rs. 250 crore and minimum
of 5 investors for allocation of more than Rs. 250 crore.
[Provided that in case of strategic investor, the aforesaid application value
shall be subject to Regulation 2(1)(ztb) of the REIT Regulations.]4
c) The bidding for Anchor Investors shall open one day before the issue opening
date and allocation to Anchor Investors shall be completed on the same day.
d) If the price fixed as a result of book building is higher than the price at which
the allocation is made to Anchor Investor, the Anchor Investor shall bring in
the additional amount within two days of the date of closure of the issue.
However, if the price fixed as a result of book building is lower than the price
at which the allocation is made to Anchor Investor, the excess amount shall
3 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
4 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
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not be refunded to the Anchor Investor and the Anchor Investor shall take
allotment at the price at which allocation was made to it.
e) The number of units allocated to Anchor Investors and the price at which the
allocation is made, shall be made available on the website of the stock
exchange(s), sponsor(s), manager and merchant banker(s)before opening of
the issue.
f) There shall be a lock-in of 30 days on the units allotted to the Anchor Investor
from the date of allotment in the public issue.
g) [Neither the merchant bankers(s) nor any associate of the merchant bankers,
other than mutual funds sponsored by entities which are associate of the
merchant bankers or insurance companies promoted by entities which are
associate of the merchant bankers or pension funds of entities which are
associate of the merchant bankers or Alternate Investment Funds (AIFs)
sponsored by the entities which are associate of the merchant bankers or
FPIs other than Category III sponsored by the entities which are associate of
the merchant bankers, shall apply under the Anchor Investors category.]5
h) The parameters for selection of Anchor Investor shall be clearly identified by
the merchant banker(s).
2.4. Application and Abridged version of the offer document.
2.4.1. The application form and the abridged version of the offer document as stated in
Regulation 14(13) of the REIT Regulations for the issue shall be prepared by the
merchant banker(s).
2.4.2. The merchant banker(s) shall make arrangements for distribution of the
application form along with a copy of the abridged version of the offer document.
2.4.3. The abridged version of the offer document shall contain the disclosures as
specified in Annexure - 3 and shall not contain any matter extraneous to the
contents of the offer document.
5 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
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2.4.4. No person shall make an application in the public issue for that number of units
which exceeds the number of units offered to public.
2.5. Security Deposit
2.5.1. The Manager on behalf of the REIT shall deposit, before the opening of
subscription, and keep deposited with the stock exchange(s), an amount
calculated at the rate of 0.5% of the amount of units offered for subscription to the
public or Rs 5 crore, whichever is lower.
2.5.2. The manner of deposit/refund/release/forfeiture of such deposit shall be in the
manner specified by the stock exchange(s)and by the Board from time to time.
2.6. Opening of an issue and subscription period.
2.6.1. An issue shall be opened after at least five working days from the date of filing
the offer document with the Board.
2.6.2. The lead merchant banker shall submit a due diligence certificate as per Form C
of Annexure - 1, immediately before the opening of the issue.
2.6.3. A public issue shall be kept open for at least three working days but not more
than thirty days. However, in case the price band in a public issue made through
the book building process is revised, the bidding (issue) period disclosed in the
final offer document shall be extended for a minimum period of one working day,
provided however that the total bidding period shall not exceed thirty days.
Provided the price revision can be done maximum twice during the bidding period.
[Provided further, that in case of force majeure, banking strike or similar
circumstances, the REIT, for reasons to be recorded in writing, may extend the
bidding (issue) period disclosed in the offer document, for a minimum period of
three working days, subject to total bidding period not exceeding thirty days.]6
6 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
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2.6.4. The manager on behalf of the REIT may issue advertisements for issue opening
and issue closing.
2.7. Underwriting.
2.7.1. Where the REIT desires to have the issue underwritten, it shall appoint the
underwriters in accordance with SEBI (Underwriters) Regulations, 1993.
2.7.2. The merchant banker(s) and syndicate members shall not subscribe to the issue
in any manner except for fulfilling their underwriting obligations.
2.7.3. In case of underwritten issue, the lead merchant banker(s) shall undertake
minimum underwriting obligations as specified in the Securities and Exchange
Board of India (Merchant Bankers) Regulations, 1992.
2.8. Price and price band
2.8.1. The manager on behalf of the REIT may determine the price of units in
consultation with the merchant banker(s) or through the book building process.
2.8.2. Differential price shall not be offered to any investor.
2.8.3. The manager on behalf of the REIT shall announce the floor price or price band
at least [two]7 working days before the opening of the bid (in case of an initial
public offer) on the website of the sponsor, manager and stock exchanges and
in all the newspapers in which the pre issue advertisement was released and
website of REIT, if applicable.
2.8.4. The announcement referred to in clause 2.8.3 above shall contain relevant
financial ratios computed for both upper and lower end of the price band and
also a statement drawing attention of the investors to the section titled “basis of
issue price” in the offer document.
7 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
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2.8.5. The floor price or price band and the relevant financial ratios referred to in clause
2.8.4 shall be disclosed on the websites of those stock exchanges where the
units are proposed to be listed.
2.8.6. The floor price or price band shall be pre-filled in the application forms available
on the websites of the stock exchanges.
2.8.7. The Manager on behalf of the REIT shall, in consultation with merchant
banker(s), determine the issue price based on the bids received.
2.8.8. Once the final price (cut-off price) is determined, all those bidders whose bids
have been found to be successful (i.e. at and above the final price or cut-off
price) shall be entitled for allotment of units.
2.8.9. The merchant banker(s) may reject a bid placed by a qualified institutional buyer
for reasons to be recorded in writing provided that such rejection shall be made
at the time of acceptance of the bid and the reasons therefore shall be disclosed
to the bidders.
2.9. Bidding process
2.9.1. [The REIT shall accept bids using only the Application Supported by Blocked
Amount (ASBA) facility for making payment i.e. writing their bank account
numbers and authorising the banks to make payment in case of allotment, by
signing the application forms]8. [In addition, individual investors may apply in
public issues of units of REITs with a facility to block funds through Unified
Payments Interface (UPI) mechanism for application value upto Rs. 5 lakh. The
process flow for availing the option of blocking funds through UPI
mechanism is placed at Part A of Annexure - 11.]9
2.9.2. [The bidding process shall be done only through an electronic bidding platform
provided by recognised stock exchanges.]10
8 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
9 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022
10 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
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2.9.3. [Modes of application in public issue of units of REITs:
An investor may apply for public issue of units of REIT through any of the
following modes:
a) Through Self-Certified Syndicate Bank (SCSB) or intermediaries (viz.
Syndicate members, Registered Stock Brokers, Registrar and Transfer
agent and Depository Participants)
(i) An investor may submit the bid-cum-application form, with ASBA as
the sole mechanism for making payment, physically at the branch of a
SCSB, i.e. investor’s bank. For such applications, the SCSB shall
upload bid on the Stock Exchange bidding platform and block funds
in investors account
(ii) An investor may submit the completed bid-cum-application form to the
intermediaries mentioned above along with details of his/her bank
account for blocking of funds. The intermediary shall upload the bid on
the Stock Exchange bidding platform and forward the application form
to a branch of a SCSB for blocking of funds.
(iii) An investor may submit the bid-cum-application form with a SCSB or
the intermediaries mentioned above and use his / her bank account
linked UPI ID for the purpose of blocking of funds, if the application
value is Rs.5 lac or less. The intermediary shall upload the bid on the
Stock Exchange bidding platform. The application amount would be
blocked through the UPI mechanism in this case.
2.9.4. New entities / mechanisms part of the public issue process using UPI
a) National Payments Corporation of India (NPCI): NPCI, a Reserve Bank
of India (RBI) initiative, is an umbrella organization for all retail payments
in India. It has been set up with the guidance and support of the Reserve
Bank of India (RBI) and Indian Banks Association (IBA).
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b) Unified Payments Interface (UPI): UPI is an instant payment system
developed by the NPCI. It enables merging several banking features,
seamless fund routing & merchant payments into one hood. UPI allows
instant transfer of money between any two persons’ bank accounts using
a payment address which uniquely identifies a person's bank account.
c) Sponsor Bank: Sponsor Bank means a Banker to the Issue registered
with SEBI which is appointed by the Issuer to act as a conduit between the
Stock Exchanges and NPCI in order to push the mandate collect requests
and / or payment instructions of the retail investors into the UPI.
2.9.5. Validation by Stock Exchanges and Depositories
The details of investor viz. PAN, DP ID / Client ID, entered on the Stock
Exchange platform at the time of bidding, shall be validated by the Stock
Exchange/s with the Depositories on real time basis. Stock Exchanges and
Depositories shall put in place necessary infrastructure for this purpose.
2.9.6. Role of entities involved in the public issue process
a) Issuer
i. Issuer and the stock exchange shall enter into an arrangement which
shall contain the inter se rights, duties, responsibilities and obligations
of the issuer and stock exchange(s) and provide for a dispute resolution
mechanism between the issuer and the stock exchange(s).
ii. Issuer shall maintain a single escrow account for collecting application
money through all the methods. The Sponsor Bank appointed by the
issuer may be the same bank with whom the public issue account has
been opened.
iii. Issuer shall appoint one of the SCSBs as Sponsor Bank to act as
conduit between the Stock exchanges and NPCI in order to push
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mandate, collect requests and / or payment instructions of the investors
in the UPI.
b) Registrar
i. The registrar shall have an online or system driven interface with the
Stock Exchange platform to get updated information/ data/ files pertaining
to issue.
ii. The Registrar shall collect aggregate applications details from the stock
exchanges platform to decide the eligible applications and process the
allotment as per applicable SEBI Regulations.
iii. An application without valid application amount shall be treated as invalid
application by the Registrar.
iv. The Registrar shall credit units to all valid allottees.
v. The Registrar shall ensure refund of application amount or excess
application amount in the bank account of the applicant as stated in its
demat account.]11
c) [Stock Exchange
i. Stock Exchanges to provide transparent electronic bidding facility.
ii. Stock exchange(s) shall validate the electronic bid details with
depository’s records for DP ID, Client ID and PAN, by the end of each
bidding day and bring the inconsistencies to the notice of SCSBs or
intermediaries concerned, for rectification and re-submission within the
time specified by stock exchange(s).
iii. Stock exchange(s) shall allow modification of selected fields viz. DP
ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID can be modified
but not BOTH), Bank code and Location code in the bid details already
uploaded on a daily basis upto timeline as has been specified.
11 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022
Page 17 of 188
iv. The stock exchanges shall develop the systems to facilitate the investors
to view the status of their public issue applications on their websites and
sending the details of applications and allotments through SMS and E-
mail alerts to the investors.]12
v. [The stock exchanges shall be responsible for accurate, timely and
secured transmission of the electronic application file uploaded by all
participants on the online platform, to the registrar.
vi. The stock exchanges shall be responsible for disseminating the issue
information on Exchange web site on a periodic basis across all
categories.
vii. The stock exchanges shall update demand data on working days on their
websites which shall include all the UPI (accepted/pending) and ASBA
bids; ‘Working day’ for this purpose shall be the working day of the Stock
Exchange on which units of REIT are proposed to be listed.
d) Intermediaries
i. The Intermediaries shall be responsible for addressing any investor
grievances arising from the applications uploaded by them in respect of
quantity, price or any other data entry or other errors made by them.
ii. If the Intermediary has not entered any details correctly on the stock
exchanges platform and it results on the mismatch with the data obtained
by the Registrar from the depositories, the Intermediary shall be
responsible for rejection of such applications.
iii. The intermediaries shall provide necessary guidance to their investors to
use UPI mechanism for blocking funds while making applications in public
issues.]13
12 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
13 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June24, 2022
Page 18 of 188
iv. [Intermediaries accepting the application forms shall be responsible for
uploading the bid along with other relevant details in application forms on
the electronic bidding system of stock exchange(s) and submitting the
form to SCSBs for blocking of funds (except in case of SCSBs, where
blocking of funds will be done by respective SCSBs only).
v. All applications shall be stamped and thereby acknowledged by the
intermediary at the time of receipt.]14
e) [Collecting Bank
The Collecting Bank shall be responsible for addressing any investor
grievances arising from non-confirmation of funds to the Registrar despite
successful realization of the payment instrument in favor of the issuer’s
Escrow Account, or any delay or operational lapse by the Collecting Bank in
sending the forms to the Registrar.
2.9.7. Other requirements in public issue process
a) The additional text of data fields required to be included in the Application-
and-bidding-form relating to UPI is placed at Part B of Annexure - 11.
b) The details of commission and processing fees payable to each intermediary
and the timelines for payment shall be disclosed in the offer document.
2.9.8. The Merchant Banker shall ensure that the process of additional payment
mechanism through UPI is disclosed in the offer document and in all the
newspaper where issue advertisement is disclosed.]15[The blocking of funds
accompanied with any revision of Bid, shall be adjusted against the amount
blocked at the time of the original bid or the previously revised bid.]16
14 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
15 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June24, 2022
16 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
Page 19 of 188
2.9.9. The merchant banker(s) shall ensure that adequate infrastructure is available
with syndicate members for data entry of the bids in a timely manner.
2.9.10. The bidding terminals shall contain an online graphical display of demand and
bid prices updated at periodic intervals, not exceeding thirty minutes.
2.9.11. The manager on behalf of the REIT may decide to close the bidding by
institutional investors one day prior to the closure of the issue subject to the
condition that bidding shall be kept open for a minimum of three days for all
categories of applicants and suitable disclosures made in the draft offer
document and offer document.
2.9.12. No investor shall either withdraw or lower the size of bids at any stage.
2.9.13. The identity of Institutional Investors except anchor investors making the
bidding shall not be made public.
2.9.14. The stock exchanges shall continue to display on their website, the data
pertaining to book built issues in a uniform format, inter alia giving category-wise
details of bids received, for a period of atleast three days after closure of bids.
2.10. Allotment procedure and basis of allotment.
2.10.1. On receipt of the sum payable on application, the manager on behalf of the
REIT shall allot the units to the applicants.
2.10.2. The allotment of units to applicants other than anchor investors shall be on
proportionate basis within the specified investor categories and the number of
units allotted shall be rounded off to the nearest integer, subject to minimum
allotment as per REIT Regulations.
2.10.3. In case of under-subscription in any investor category, the unsubscribed portion
in either of the category specified in clause 2.3.1 may be allotted to applicants
in the other category.
2.10.4. The authorized representatives of the designated stock exchange along with
the post issue merchant bankers and registrars to the issue shall ensure that
the basis of allotment is finalized in a fair and proper manner.
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2.11. Listing of units17
2.11.1. The Self Certified Syndicate Banks (SCSBs), stock exchanges, depositories,
intermediaries shall co-ordinate to ensure completion of listing (through public
issue) and commencement of trading of units of the REIT, within six working days
from the date of closure of issue. The indicative timelines from issue closure till
listing are as under.
Timelines from issue closure till listing of units
Sl. Details of activities Due date
No. (working day*)
1 Issue closes T (Issue closing
date)
2 a) Stock exchange(s) shall allow modification of selected T+1
fields (till 11 AM) in the bid details already uploaded.
b) RTA to get the electronic bid details from the stock
exchanges by end of the day.
c) Designated branches of Self Certified Syndicate Banks
(SCSB) may not accept applications after T+1 day.
d) Syndicate members, brokers, DPs and RTAs to forward a
schedule with following fields along with the application
forms to designated branches of the respective SCSBs for
blocking of funds.
S. No. Details
1 Symbol
2 Intermediary code
3 Location code
4 Application No.
5 Category
6 PAN
17 Circular No, SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/54 dated April 28, 2022
Page 21 of 188
7 DP Id
8 Client ID
9 No. of units
10 Amount
e) RTA to give bid file received from stock exchanges
containing the application number and amount to all the
SCSBs who may use this file for validation/ reconciliation
at their end.
f) SCSBs to continue/begin blocking of funds.
g) Demat Account of REIT is credited with the shares of SPV.
3 a) Manager on behalf of REIT, merchant banker and RTA to T+2
submit relevant documents to the stock exchange(s)
except listing application, allotment details and demat
credit and refund details for the purpose of listing
permission.
b) SCSBs to send confirmation of funds blocked (final
certificate) to the RTA by end of the day.
c) RTA shall reconcile the compiled data received from the
stock exchange(s) and all SCSBs.
d) RTA to undertake “Technical Rejection” test based on
electronic bid details and prepare list of technical rejection
cases.
e) Transfer of shares from Sponsor Demat a/c to Trust Demat
account
4 a) Finalization of technical rejection and minutes of the T+3
meeting between manager on behalf of REIT, merchant
banker, RTA.
b) The allotment in the public issue of units to applicants other
than anchor investors and strategic investors shall be on
proportionate basis.
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c) RTA shall finalise the basis of allotment and submit it to the
designated stock exchange for approval.
d) Designated stock exchange to approve the basis of
allotment.
e) RTA to prepare funds transfer schedule based on
approved basis of allotment.
f) RTA and merchant banker to issue funds transfer
instructions to SCSBs.
g) Sponsor shall transfer its entire shareholding or interest or
rights in the holdCo. and /or SPV or ownership of the real
estate or property as disclosed in the offer document.
h) Manager on behalf of the REIT to initiate corporate action
for credit of units of REIT to the sponsor/other shareholders
of the SPVs/assets.
5 a) SCSBs to credit the funds in public issue account of the T+4
REIT and confirm the same.
b) After successful transfer of assets to REIT, the allotment of
units to investors in the public issue shall be made.
c) RTA/ Manager to initiate corporate action for credit of units
of REIT to successful allottees in the public issue.
d) Manager and RTA to file allotment details with designated
stock exchange(s) and confirm all formalities are complete
except demat credit.
e) RTA to send bank-wise data of allottees, amount due on
units allotted, if any, and balance amount to be unblocked
to SCSBs.
6 a) RTA to receive confirmation of demat credit from T+5
depositories.
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b) Manager and RTA to file confirmation of demat credit and
issuance of instructions to unblock ASBA funds, as
applicable, with stock exchange(s).
c) The merchant banker(s) shall ensure that the allotment,
credit of dematerialised units of REIT and unblocking of
application monies, as may be applicable, are done
electronically.
d) Manager on behalf of REIT shall make listing application to
stock exchange(s) to give listing and trading permission.
e) Stock exchange(s) to issue notice for listing and
commencement of trading.
7 Trading commences T+6
* Working days will be all trading days of stock exchanges, excluding Sundays,
and
bank holidays
2.12. Maintenance of books and records
2.12.1. A final book of demand showing the result of the allocation process shall be
maintained by the merchant banker(s).
2.12.2. The merchant banker(s) and other intermediaries associated in the book
building process shall maintain records of the book building prices.
2.12.3. The Board shall have the right to inspect the records, books and documents
relating to the book building process and such person shall extend full co-
operation.
2.13. Post- issue reports.
2.13.1. The lead merchant banker shall submit the following post-issue reports to the
Board:
a) initial post issue report as specified in Part A of Annexure - 2, within three
working days of closure of the issue.
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b) final post issue report as specified in Part B of Annexure - 2, within fifteen
days of the date of finalization of basis of allotment or within fifteen days of
refund of money in case of failure of issue.
2.13.2. The lead merchant banker shall submit a due diligence certificate along with the
final post issue report as per Form D of Annexure - 1.
2.14. Public communications, publicity materials, advertisements and research
reports.
2.14.1. Any public communication including advertisement, publicity material, research
reports, etc. concerned with the issue shall not contain any matter extraneous
to the contents of the offer document.
Explanation: Public communication includes but not limited to corporate, project
and issue advertisements of the REIT, interviews, blogs, social media posts by
its sponsors, sponsor group, manager, trustee, directors of any of the parties to
the REIT, duly authorized employees or representatives of the REIT/Manager,
documentaries about the REIT or its sponsors, periodical reports, press
releases, etc.
2.14.2. The Manager on behalf of the REIT shall make prompt, true and fair disclosure
of all developments taking place between the date of filing offer document with
the Board and the date of allotment of units which may have a material effect on
the REIT, by issuing public notices on the website of the sponsor, manager and
stock exchanges and in all the newspapers in which the pre issue advertisement
was released and website of REIT, if applicable.
2.14.3. In respect of all public communications, the Manager on behalf of the REIT shall
obtain approval from the merchant bankers responsible for marketing the issue.
2.14.4. Any such public communication shall comply with the following:
a) it shall be truthful, fair and shall not be manipulative or deceptive or
distorted.
b) it shall not contain any statement or promise which is untrue or misleading.
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c) if it reproduces or purports to reproduce any information contained in an
offer document, it shall reproduce such information in full and disclose all
relevant facts and not be restricted to select extracts relating to that
information.
d) it shall be set forth in a clear, concise and understandable language.
e) it shall not include any issue slogans or brand names for the issue except
the normal commercial name of the sponsor/manager.
f) it shall not use extensive technical, legal terminology or complex language
and excessive details which may distract the investor.
g) it shall not contain statements which promise or guarantee rapid increase
in profits/yield/returns
h) it shall not display models, celebrities, fictional characters, landmarks or
caricatures or the likes.
i) no issue advertisement shall appear in the form of crawlers (the
advertisements which run simultaneously with the programme in a narrow
strip at the bottom of the television screen) on television.
j) in any issue advertisement on television screen, the risk factors shall not
be scrolled on the television screen and the advertisement shall advise the
viewers to refer to the red herring prospectus or other offer document for
details.
k) it shall not contain slogans, expletives or non-factual and unsubstantiated
titles.
l) if it contains highlights, it shall also contain risk factors with equal
importance in all respects including print size of not less than point seven
size.
2.14.5. No such public communication shall be issued giving any impression that the
issue has been fully subscribed or oversubscribed during the period the issue is
open for subscription.
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2.14.6. 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.
2.14.7. [The merchant bankers shall submit a compliance certificate in respect of news
reports appearing for the period between the date of filing the draft offer
document with the Board and the date of closure of the issue in accordance with
the Clause 11of Schedule IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.]18
2.15. Other Obligations of Post-issue lead merchant banker
2.15.1. Obligations of the post-issue merchant banker(s) with respect to refund,
allotment, payment of interest to applicants in case of delayed allotment/refund,
etc. shall be as per the disclosure in the offer document.
2.15.2. The post-issue merchant banker(s) shall regularly monitor redressal of investor
grievances relating to post-issue activities such as allotment, refund, etc.
2.15.3. 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 above activities on the website of the REIT,
sponsor, manager, stock exchanges and in all the newspapers in which the pre
issue advertisement was released, if applicable.
2.15.4. The post-issue merchant banker(s) shall ensure that REIT, advisors, brokers or
any other entity 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.
18 Circular No. SEBI/HO/DDHS/CIR/P/2019/15 dated January 15, 2019
Page 27 of 188
2.15.5. 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 REIT
with the stock exchange and listing/ trading permission is obtained.
2.16. General conditions:
2.16.1. Restrictions on issue: No REIT shall make a public issue of units, if the REIT
or parties to the REIT or the promoter(s) or director(s) of parties to the REIT:
a) is debarred from accessing the securities market by the Board;
b) is a promoter, director or person in control of any other company or a sponsor,
manager or trustee of any other REIT or REIT which is debarred from
accessing the capital market under any order or directions made by the
Board;
c) is in the list of the wilful defaulters published by the Reserve Bank of India.
2.16.2. Alteration of rights of holders of units: No REIT shall alter the terms
(including the terms of issue) of units which may adversely affect the interests of
the holders of that units unless a resolution to that effect is passed at a meeting
of the unitholders in accordance with Regulation 22(5) of REIT Regulations.
2.16.3. Prohibition on payment of incentives: No person connected with the issue,
including a person connected with the distribution of the issue, 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 for allotment of
units:
Provided that nothing contained in this regulation shall apply to fees or
commission for services rendered in relation to the issue.
2.16.4. Appointment of Compliance Officer: The compliance officer designated by
the manager under Regulation 10(26) of the REIT Regulations shall be
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responsible for monitoring the compliance of the securities laws and for redressal
of investors’ grievances.
Explanation: For the purpose of this clause, the term “securities laws” shall mean
SEBI Act, 1992, SCRA, 1956, Depositories Act, 1996 and rules and regulations
made thereunder, general or special orders, guidelines or circulars made or
issued thereunder.
2.16.5. General obligations of Merchant Bankers
a) The merchant bankers shall exercise due diligence and satisfy himself about
all the aspects of the issue including the veracity and adequacy of disclosure
in the offer documents.
b) The merchant bankers shall call upon the REIT, parties to the REIT or
directors of the parties to the REIT or in case of an offer for sale, the selling
unit holders, to fulfill their obligations as disclosed by them in the offer
document and as required in terms of these guidelines.
c) The responsibility of the merchant bankers with respect to due diligence shall
continue even after the completion of issue process.
d) The merchant bankers shall ensure that the information contained in the offer
document and the particulars as per audited financial statements in the offer
document are not more than six months old from the issue opening date.
e) The Manager on behalf of the REIT shall ensure that transactions in units by
the sponsor, sponsor group and their associates during the period between
the date of filing the offer document with the Board /designated stock
exchange, as the case may be and the date of closure of the issue shall be
reported to the recognised stock exchanges where the units of the REIT are
listed or going to be listed, within twenty four hours of the transactions.
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Chapter 3.Disclosure of financial information in offer document for REITs19
(A) Financial Information of REIT:
The financial information, to be disclosed in the offer document/placement memorandum,
shall comply with the following:
3.1. Period of financial information to be disclosed:
3.1.1. The offer document shall contain financial information for a period of last three
completed financial years immediately preceding the date of offer document.
3.1.2. If the closing date of the last completed financial year falls more than six
months before the date of offer document, then the REIT shall also disclose
interim financial information, in addition to the three year financial information
referred in para 3.1.1 above.
The said interim financial information shall be not more than six months old
from the date of offer document.
3.2. Nature of financial information
3.2.1. REIT shall disclose the financial information for the previous three financial
years and the interim period, if any, in either of the following manner depending
upon the history of the REIT:
a) If the REIT has been in existence for the last three completed financial
years immediately preceding the date of offer document, then the
historical financial statements of the REIT (on both standalone as well
as consolidated basis) for last three years, and the interim period, if any,
shall be disclosed.
b) If the REIT has been in existence for a period lesser than the last three
completed financial years and the historical financial statements of REIT
are not available for some portion or the entire portion of the reporting
19 Circular No. CIR/IMD/DF/141/2016 dated December 26, 2016
Page 30 of 188
period of three years and interim period, then the combined financial
statements need to be disclosed for the periods when such historical
financial statements are not available.
The principles for preparation of combined financial statements are
discussed in Section ‘(G)’ below.
3.3. Content and basis of preparation of financial information:
3.3.1. The financial information shall be prepared in accordance with Indian
Accounting Standards (Ind AS) and/or any addendum thereto as defined in
Rule 2 (1) (a) of the Companies (Indian Accounting Standards) Rules, 2015.
3.3.2. 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.
3.3.3. The financial information shall, inter-alia, disclose 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
For the financial statements listed above, the minimum information to be
disclosed is given in Section ‘(H)’ below.
3.3.4. The financial information shall be disclosed after making the following
adjustments, wherever applicable and wherever quantification is possible:
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a) Adjustments/rectifications for all erroneous accounting practices or
failures to make provisions or other matters which resulted in modified
opinion(s) or modification(s) to the opinion in the auditor’s report.
Modified opinion(s), where quantification is not possible and which have
not been adjusted, shall be highlighted along with the management
comments. If the impact of above adjustments/ rectifications is not
considered ascertainable, then a statement to that effect shall be given
by the auditors.
b) Material amounts relating to adjustments for prior period errors/items (as
discussed in Ind AS 8 ‘Accounting Policies, Changes in Accounting
Estimates and Errors’) shall be identified and adjusted in arriving at the
profits of the years to which they relate.
c) Where there has been a change in accounting policy, the profits or
losses/incomes or expenditures of the earlier years (required to be
disclosed in the offer document) and of the year in which the change in
the accounting policy has taken place shall be recomputed to reflect what
the profits or losses/incomes or expenditures of those years would have
been if a uniform accounting policy was followed in each of these years.
d) If any accounting policy followed in past was not in compliance with
applicable laws and/or accounting standards, the financial statements
shall be adjusted and recomputed in accordance with correct accounting
policies.
e) The Balance Sheet shall be prepared after deducting the balance
outstanding on Revaluation reserve account from both Fixed assets and
Reserves and the Net worth should be arrived at after such deductions.
3.3.5. Financial statements shall disclose all ‘material’ items, i.e., the items if they
can, individually or collectively, influence the decisions made on the basis of
the financial statements. Materiality shall be judged and determined by the
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Manager depending upon pertinent facts and circumstances, including the size
or nature of the item or a combination of both.
In addition to the consideration of ‘materiality’ as specified above, any item of
income or expenditure, which exceeds one per cent of the revenue from
operations or Rs.10 lacs, whichever is higher, shall be disclosed separately
either on the face of financial statements or in the schedules/notes.
3.4. Additional financial disclosures
In addition to the financial statements referred in Paragraph 3.3 above, the following
statements/disclosures shall also be included as a part of the audited financial
information and shall also be subjected to audit:
3.4.1. Project wise operating cash flows:
The REIT shall disclose operating cash flow from the projects (project-wise) for
all the REIT assets that are included in such financial information for the last
three years and interim period, if any.
3.4.2. Earnings per Unit:
The REIT shall disclose Earnings per Unit (EPU) for the last three years and
the interim period, if any. The principles for computation of EPU shall be same
as the principles laid down in Ind AS 33 Earnings per Share, to the extent
applicable. Relevant disclosures shall be provided as part of the notes for the
EPU computation.
3.4.3. Contingent liabilities:
a) A statement of REIT’s Contingent liabilities, if any, as on the date of latest
financial information disclosed in the offer document/placement
memorandum, shall be disclosed.
b) If there are any material changes in the contingent liabilities from the
aforementioned date of latest financial information to the date of the offer
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document, the details of such changes shall be disclosed in the offer
document.
3.4.4. Commitments:
a) A statement of REIT’s Commitments, if any, as on the date of latest
financial information disclosed in the offer document, shall be disclosed.
b) If there are any material changes in the commitments from the
aforementioned date of latest financial information to the date of the offer
document, the details of such changes shall be disclosed in the offer
document.
3.4.5. Related party transactions:
a) For the related parties as defined in the REIT Regulations, the REIT shall
provide relevant disclosures of all related party transactions in compliance
with the requirements of “Ind AS 24 - Related Party Disclosures” and the
REIT Regulations.
b) Further, the following additional disclosures related to Related parties and
Related party transactions shall also be included:
i. Details of related party and its relationship with REIT;
ii. Nature of the transaction;
iii. Value of the transaction;
iv. In case of any related party transaction involving acquisition or
disposal of a REIT asset, the following additional information shall be
provided
 Summary of valuation report;
 Material conditions or obligations in relation to the transaction;
 Rate of interest, if external financing has been obtained for the
transaction/acquisition; and
 Any fees or commissions received or to be received by any
associate of the related party in relation to the transaction.
3.4.6. Capitalisation statement
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A REIT shall disclose a Capitalisation Statement showing total debt, net worth,
and the debt/equity ratios before and after the completions of issue. An
illustrative format of the Capitalisation Statement is specified hereunder:
Particulars Pre-issue as at …. As adjusted for issue
(Amount)
Total Debt xx xx
Unit holders’ Funds
Unit Capital xx xx
Xx xx xx
xx xx xx
Reserves xx xx
Provided that in case of any change in the Unit Capital (since the date from
which the financial information has been disclosed in the Offer document), a
note explaining the nature of the change shall be given.
3.4.7. Debt payment history
A statement including history of interest and principal payments of REIT shall
be disclosed for past three years and interim period, if any, covering all REIT
assets forming part of the historical financial information. Additionally, the
following shall also be disclosed:
 The carrying amount of debt at the beginning of each year
 Additional borrowings during the year
 Repayments during the year
 Other adjustments / settlements during the year
 The carrying amount of debt at the end of each year
3.5. Audit of Financial Information:
3.5.1. The financial information shall be audited and the following shall be complied with
respect to same:
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a) The audit 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.
b) In providing his report, the auditor shall be guided by the requirements of
the ‘Guidance Note on Reports in Company Prospectuses’, issued by ICAI,
to the extent applicable.
c) In particular, the reports of the auditors on the financial statements of the
various REIT assets (whether prepared in accordance with the framework
applicable to such REIT assets or the framework applicable to the REIT)
for the respective periods covered in the period of three years and the
interim period, if any, will have to be taken into consideration and the same
shall be relied upon by the auditor giving the final report.
For the audit procedures to be followed in such case, the auditor shall be
guided by the procedures stated in the Standard on Auditing (SA) 600,
“Using the Work of another Auditor”, to the extent applicable. Further, the
fact that the financial statements audited by other auditors have been
relied upon shall be disclosed in the audit report.
d) As a part of the audit report, the auditor shall state whether:
i. he has obtained all information and explanations which, to the best
of his knowledge and belief, were necessary for the purpose of his
audit;
ii. the Balance Sheet and the Statement of Profit and loss/Income
and Expenditure are in agreement with the books of account of the
REIT; and
iii. the financial statements comply with the applicable accounting
standards in his opinion.
e) As a part of the audit report, the auditor shall give his opinion as to whether:
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i. the balance sheet gives a true and fair view of the state of affairs
of the REIT as at the balance sheet dates;
ii. the statement of profit and loss/income and expenditure gives a
true and fair view of the REIT’s profits or losses/incomes or
expenditures for the years/periods ended at the balance sheet
dates;
iii. the statement of cash flow /receipts and payments gives a true and
fair view of the cash movements of the REIT for the years/periods
ended at the balance sheet dates;
iv. the statement of changes in unit holders’ equity gives a true and
fair view of the movement of the unit holders funds for the
years/periods ended at the balance sheet dates;
v. the statement of net assets at fair value gives a true and fair view
of the net assets as at the balance sheet date; and
vi. the statement of total returns at fair value gives a true and fair view
of the total returns for the years/periods ended at the balance
sheet dates.
(B) Projections of REIT’s Revenues and Operating Cash flows
3.6. The offer document shall contain disclosures of the projections of income and
operating cash flows of the REIT, project-wise, over the next three years including
related assumptions.
3.7. The projections shall be disclosed for REIT assets/projects that are owned by the
REIT or are proposed to be owned by REIT prior to the allotment of units in the public
offer.
3.8. The following minimum items shall be disclosed as a part of the projections for the
next three years:
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▪ Project-wise revenue (rental income and/or other operating income)
▪ Project-wise operating cash flows
▪ Assumptions for projections
▪ Any other item deemed important for better readability and understanding
3.9. The aforesaid projections, including assumptions, shall be certified by the auditor. For
the purpose of said certification, the auditor shall be guided by the requirements of
SAE 3400 for ‘The Examination of Prospective Financial Information’ and any other
relevant standards/directions issued by ICAI in this context.
3.10. Further, the aforesaid projections (including the underlying assumptions and
calculations) shall also be certified by the Manager.
(C) Management Discussion and Analysis of REIT’s operations
3.11. REIT shall prepare and disclose Management Discussion and Analysis (MDA) (by
the Manager), based on the financial statements. A comparison shall be provided for
the most recent financial information with financial information of previous two years.
3.12. MDA shall, inter-alia contain the following:
▪ Overview of the business of the REIT
▪ A summary of the financial information containing significant items of income
and expenditure.
▪ Factors that may affect results of the operations, key risks and mitigating factors
▪ Quality of earnings and revenue streams
▪ Significant developments subsequent to the last financial year:
• A statement by the Manager whether in their opinion there have arisen
any circumstances since the date of the last financial statements as
disclosed in the offer document and which materially and adversely
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affect or is likely to affect the business or profitability of the REIT, or the
value of its assets, or its ability to pay its liabilities within the next twelve
months.
▪ Procedure for dealing with and approval of related party transactions
▪ Related party transaction(s) involving acquisition or disposal of a REIT asset
• The analysis shall discuss impact of such acquisition/disposal on the
yield of the units of REIT
▪ An analysis of reasons for the changes in significant items of income and
expenditure shall also be given, inter alia, containing the following:
• unusual or infrequent events or transaction;
• significant economic changes that materially affected or are likely to
affect income from continuing operations;
• known trends or uncertainties that have had or are expected to have a
material adverse impact on revenues from continuing operations;
• future changes in relationship between costs and revenues, in case of
events such as future increase in operating costs that will cause a
material change are known;
• total turnover from each major segments of the REIT
• status of any publicly announced new business segment;
• the extent to which business is seasonal;
• any significant dependence on a single or few assets, clients, suppliers
etc.;
• competitive conditions.
(D) Other Disclosures for REIT
3.13. Working Capital
A statement from Manager regarding sufficiency of the working capital to fulfill
the present requirements of REIT (i.e., at least twelve months from date of
listing) shall be disclosed. In case, sufficient working capital is not available in
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the opinion of Manager, then a statement should be provided describing how it
proposes to provide additional working capital requirement.
3.14. Past Market Performance
In case of a capital offering subsequent to the initial offer, the market value of
the units traded on all the designated stock exchanges where REIT is listed
shall be disclosed:
• on the last date of reporting period
• highest value during reporting period based on intra-day and on closing
price with specified date
• lowest value during reporting period intra-day and on closing price with
specified date
(E) Historical Financial information of Manager and Sponsor(s)
3.15. An offer document of REIT shall include summary of the audited consolidated
financial statements (including the Balance Sheet and Statement of Profit and Loss
(without schedules)) of Manager and Sponsor(s) for past three completed years,
prepared in accordance with accounting standards, as applicable, as per the
Companies Act, 2013 and rules thereunder.
For example, if the concerned entity is required to follow Companies (Accounting
Standards) Rules, 2006 during the entire period of last three years, then the three year
financial information of such entity shall be prepared in accordance with Companies
(Accounting Standards) Rules, 2006. Similarly, if the concerned entity is required to
follow Companies (Indian Accounting Standards) Rules, 2015 during the entire period
of last three years, then the three year financial information shall be prepared in
accordance with Companies (Indian Accounting Standards) Rules, 2015.
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3.16. In case the Manager and/or Sponsor(s) has/have done a transition from Companies
(Accounting Standards) Rules, 2006 to Companies (Indian Accounting Standards)
Rules, 2015 at any time during the period of last three years, then the financial
information for the last three years shall be disclosed on the following basis:
a) If the concerned entity is following or is required to follow Companies (Indian
Accounting Standards) Rules, 2015 for the latest two years (for the latest three
years including comparatives of the first year of adoption) out of last three
completed years, then the financial information for all the three years shall be
prepared as per Companies (Indian Accounting Standards) Rules, 2015.
b) If the concerned entity is following or is required to follow Companies (Indian
Accounting Standards) Rules, 2015 only for the latest year (for the latest two
years including comparatives) out of the historical period of three years, then the
financial information for the recent two years shall be disclosed as per the
Companies (Indian Accounting Standards) Rules, 2015 and the financial
information for the earliest year (i.e. the third last year) shall be disclosed as per
the Companies (Accounting Standards) Rules, 2006.
For example, if financial information of Manager/Sponsor is presented for the
financial years 2014-15, 2015-16, and 2016-17 and such Manager/Sponsor is
required by Companies Act, 2013 to report under Ind AS from financial year 2016-
17 (with financial year 2015-16 as comparatives), then it shall disclose financial
information for financial years 2016-17 and 2015-16 as per Companies (Indian
Accounting Standards) Rules, 2015 and financial year 2014-15 as per
Companies (Accounting Standards) Rules, 2006.
Further, for example, if financial information of Manager/Sponsor is presented for
the financial years 2014-15, 2015-16, and 2016-17 and such Manager/Sponsor
is required by Companies Act, 2013 to report under Ind AS from financial year
2015-16 (with financial year 2014-15 as comparatives), then it shall disclose
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financial information for all the three financial years, i.e. 2014-15, 2015-16 and
2016-17, as per Companies (Indian Accounting Standards) Rules.
3.17. Further, if any of the Manager/Sponsor is a foreign entity and is not legally required
to comply with the Companies Act, 2013, then the financial statements of such entity
may be prepared in accordance with International Financial Reporting Standards
(IFRS).
(F) Framework for calculation of Net Distributable Cash Flows (NDCFs):20
3.18. The framework for computation of NDCF by REITs and its Holdcos/ SPVs shall be
as under:
I. Computation of Net Distributable Cash Flow at HoldCo/ SPV level: -
Particulars
Cash flow from operating activities as per Cash Flow Statement of HoldCo/ SPV
(+) Cash Flows received from SPV’s which represent distributions of NDCF computed
as per relevant framework (refer note 1 and 9 below) (relevant in case of HoldCos)
(+) Treasury income / income from investing activities (interest income received from FD,
tax refund, any other income in the nature of interest, profit on sale of Mutual funds,
investments, assets etc., dividend income etc., excluding any Ind AS adjustments. Further
clarified that these amounts will be considered on a cash receipt basis)
(+) Proceeds from sale of real estate investments, real estate assets or shares of SPVs or
Investment Entity adjusted for the following
• Applicable capital gains and other taxes
• Related debts settled or due to be settled from sale proceeds
• Directly attributable transaction costs
• Proceeds reinvested or planned to be reinvested as per Regulation 18(16)(d) of REIT
Regulations or any other relevant provisions of the REIT Regulations
(+) Proceeds from sale of real estate investments, real estate assets or sale of shares of
SPVs or Investment Entity not distributed pursuant to an earlier plan to re-invest as per
Regulation 18(16)(d) of REIT Regulations or any other relevant provisions of the REIT
Regulations, if such proceeds are not intended to be invested subsequently
20 Circular No. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/185 dated December 06, 2023
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(-) Finance cost on Borrowings, excluding amortisation of any transaction costs as per
Profit and Loss Account and any shareholder debt / loan from Trust
(-) Debt repayment (to include principal repayments as per scheduled EMI’s except if
refinanced through new debt including overdraft facilities and to exclude any debt
repayments / debt refinanced through new debt, in any form or equity raise as well as
repayment of any shareholder debt / loan from Trust )
(-) any reserve required to be created under the terms of, or pursuant to the obligations
arising in accordance with, any: (i). loan agreement entered with banks / financial
institution from whom the Trust or any of its SPVs/ HoldCos have availed debt, or (ii). terms
and conditions, covenants or any other stipulations applicable to debt securities issued by
the Trust or any of its SPVs/ HoldCos, or (iii). terms and conditions, covenants or any other
stipulations applicable to external commercial borrowings availed by the Trust or any of its
SPVs/ HoldCos, or (iv). agreement pursuant to which the SPV/ HoldCo operates or owns
the real estate asset, or generates revenue or cashflows from such asset (such as,
concession agreement, transmission services agreement, power purchase agreement,
lease agreement, and any other agreement of a like nature, by whatever name called); or
(v). statutory, judicial, regulatory, or governmental stipulations; or – (refer note 2)
(-) any capital expenditure on existing assets owned / leased by the SPV or Holdco, to the
extent not funded by debt / equity or from reserves created in the earlier years (refer note
10)
NDCF for HoldCo/SPV’s
II. Computation of Net Distributable Cash Flow at Trust level: -
Particulars
Cashflows from operating activities of the Trust
(+) Cash flows received from SPV’s / Investment entities which represent distributions of
NDCF computed as per relevant framework (refer note 1 and 9 below)
(+) Treasury income / income from investing activities of the Trust (interest income
received from FD, any investment entities as defined in Regulation 18(5), tax refund, any
other income in the nature of interest, profit on sale of Mutual funds, investments, assets
etc., dividend income etc., excluding any Ind AS adjustments. Further clarified that these
amounts will be considered on a cash receipt basis)
(+) Proceeds from sale of real estate investments, real estate assets or shares of
SPVs/Holdcos or Investment Entity adjusted for the following
• Applicable capital gains and other taxes
• Related debts settled or due to be settled from sale proceeds
• Directly attributable transaction costs
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• Proceeds reinvested or planned to be reinvested as per Regulation 18(16)(d) of REIT
Regulations or any other relevant provisions of the REIT Regulations
(+) Proceeds from sale of real estate investments, real estate assets or sale of shares of
SPVs/ Hold cos or Investment Entity not distributed pursuant to an earlier plan to re-invest
as per Regulation 18(16)(d) of REIT Regulations or any other relevant provisions of the
REIT Regulations, if such proceeds are not intended to be invested subsequently
(-) Finance cost on Borrowings, excluding amortisation of any transaction costs as per
Profit and Loss account of the Trust
(-) Debt repayment at Trust level (to include principal repayments as per scheduled EMI’s
except if refinanced through new debt including overdraft facilities and to exclude any debt
repayments / debt refinanced through new debt in any form or funds raised through
issuance of units)
(-) any reserve required to be created under the terms of, or pursuant to the obligations
arising in accordance with, any: (i). loan agreement entered with financial institution, or
(ii). terms and conditions, covenants or any other stipulations applicable to debt securities
issued by the Trust or any of its SPVs/ HoldCos, or (iii). terms and conditions, covenants
or any other stipulations applicable to external commercial borrowings availed by the Trust
or any of its SPVs/ HoldCos, (iv). agreement pursuant to which the Trust operates or
owns the real estate asset, or generates revenue or cashflows from such asset (such as,
concession agreement, transmission services agreement, power purchase agreement,
lease agreement, and any other agreement of a like nature, by whatever name called); or
(v). statutory, judicial, regulatory, or governmental stipulations; or – (refer note 2)
(-) any capital expenditure on existing assets owned / leased by the REIT, to the extent
not funded by debt / equity or from contractual reserves created in the earlier years (refer
note 10)
NDCF at Trust Level
III. Notes/ Other Rules:
1. NDCF computed at SPV level for a particular period to be added under this line
item, even if the actual cashflows from SPV to REIT has taken place post that
particular period, but before finalization and adoption of accounts of the REIT.
2. The specified agreements could be for either PPP or non-PPP projects. The
Trust retains the option to distribute any surplus amounts, unless such surplus
is required to create reserves for any subsequent period.
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3. The option to retain 10% distribution under Regulation 18(16) needs to be
computed by taking together the retention done at SPV level and Trust level.
Refer Illustration below:
Illustration:
Particulars SPV A SPV B Total at SPV level
NDCF as computed 100 150 250
Amount retained by SPV 5 10 15
Net amount distributed to Trust 95 140 235
REIT Scenario 1 Scenario 2
Received from SPV 235 235
Add:- other items at Trust level for computation
of NDCF 65 (35)
Total NDCF 300 200
Combined NDCF for computing Max retention
NDCF of Trust (A) 300 200
NDCF of SPV’s (B) 250 250
Less: - Amount distributed by SPV’s (C ) (235) (235)
D = A + B -C 315 215
Max retention amount – 10% of D 31.5 21.5
Amount already retained by SPV 15 15
Max amount that can be retained by Trust 16.5 6.5
4. Further, Trust along with its SPVs needs to ensure that minimum 90%
distribution of NDCF be met for a given financial year on a cumulative periodic
basis as specified for mandatory distributions in the REIT regulations (subject
to provisions of Note 1 above).
5. Surplus cash available in SPVs due to:
(i) 10% of NDCF withheld in line with the Regulations in any earlier year or half
year or
(ii) Such surplus being available in a new SPV on acquisition of such SPV by
REIT
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(iii) Any other reason, excluding if such surplus cash is available due to any debt
raise could be considered for distribution by the SPV to the REIT, or by the
Trust to its Unitholders in part or in full, but needs to be disclosed separately
in the NDCF computation and Distribution.
6. Similarly, any restricted cash (disclosed as such) should not be considered for
NDCF computation by the SPV or REIT (e.g. unspent CSR balance for any year
deposited in a separate account as per Companies Act which will be utilized in
subsequent years, DSRA reserve, major maintenance reserve etc)
7. Further, it is expressly provided that no Trust or SPVs can distribute any
cashflows by obtaining external debt, except to the extent clarified in note 2
above (this will exclude any working capital / OD facilities obtained by Trust/
SPVs as part of Treasury management / working capital purposes as long as
they are squared off within the quarter).
8. Further, it is also clarified that Proceeds from sale of real estate investments,
real estate assets or shares of SPVs or Investment Entity adjusted for
transaction costs or repayment of debt taken for such assets or other items as
mentioned above which is intended to be reinvested or planned to be reinvested
as per Regulation 18(16)(d) of REIT Regulations, could be temporarily parked
in Overdraft accounts or used to repay any additional/ unrelated debt. Further
if such proceeds are not intended to be reinvested as per the timeline provided
in the Regulations and such net proceeds are to be distributed back to
Unitholders, then redrawing such temporarily parked funds to distribute such net
proceeds will not be considered as a contravention of note 7 above.
9. Cash flows received from SPV’s / Investment entities which represent
distributions of NDCF computed as per relevant framework at the Trust level for
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further distribution to Unitholders shall exclude any such cash flows used by the
Trust for onward lending to any other SPVs / Investment entities to meet
operational / interest expenses or debt servicing of such other SPVs /
Investment entities.
10. Capital expenditure include amounts incurred and paid towards asset
enhancement and are capitalized to asset value in the financial statements
including lease payments. It is further clarified that Existing Assets as referred
to in this line item includes any new structure / building / other infrastructure
constructed on an existing real estate asset which is already a part of the REIT.
(G) Principles for preparation of combined financial statements:
3.19. For preparation of Combined Financial Statements, as has been indicated in
paragraph 3.2.1 b) under Section ‘(A)’ above, REIT shall follow the following
principles:
3.19.1. Period for which combined financial statements shall be disclosed
When the REIT has not been in existence for some portion or the entire portion
of the reporting period of three years and interim period, if any, then the financial
information must be provided through combined financial statements, showing
the combined financial performance of all the proposed REIT assets, for such
period when REIT was not in existence.
3.19.2. Assets/entities forming part of Combined Financial Statements:
All the assets or entities, which are proposed to be owned by the REIT, as per
the disclosures in the offer document, shall collectively form part of combined
financial statements.
3.19.3. Underlying assumption for preparation of Combined Financial Statements
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Such combined financial statements shall be prepared based on an assumption
that all the assets and/or entities, proposed to be owned by REIT, were part of
a single group for such period when REIT was not in existence.
3.19.4. Preparation of Combined Financial Statements:
i. These statements shall be prepared on a combined basis and presented
as if REIT assets were a part of a single group since the first day of the
reporting period for which information is being presented.
ii. The principles for preparation of combined financial statements shall be
same as the principles laid down in “Ind AS 110 Consolidated Financial
Statements”, to the extent applicable. However, unlike consolidated
financial statements, the combined financial statements shall not have the
parent.
iii. While preparing Combined Financial Statements, transactions between the
entities proposed to be owned by REIT (i.e. transactions between the
entities which are forming part of the combined financial statements) shall
be eliminated.
Further, all pertinent matters, such as non-controlling interests, foreign
operations, different fiscal periods, or income taxes, etc. shall be treated in
the same manner as in consolidated financial statements, to the extent
applicable.
iv. In cases where one or more of the underlying REIT assets have been held
by the sponsor or its associates or its group entities for a period lesser than
the last three completed financial years, then such assets may be reflected
in the Combined Financial Statements only from the date of holding by such
entity.
However, if the discrete financial information for such assets is also
available for the pre-holding period (i.e. the period before the acquisition by
the sponsor or its associates or its group entities), then such assets shall
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be reflected in the Combined Financial Statements for such pre-holding
period as well.
v. If there are any assets for which the financial information is considered for
a period lesser than three years and the additional interim period, if any,
then such fact shall be clearly disclosed in the offer document, along with
all pertinent details.
vi. Assumptions made in preparation of the Combined Financial Statements
shall be disclosed in ‘Basis of Preparation’ of such statements.
vii. The basis of preparation shall also explain the principles of combination
and elimination of transactions amongst entities that are included in the
Combined Financial Statements.
3.20. In addition to the principles listed at paragraph 3.19 above, the REIT/Manager, while
preparing the Combined Financial Statements of the REIT, shall also be guided by
the requirements laid down in the ‘Guidance Note on Combined and Carve-Out
Financial Statements’ and any other pertinent guidance/directions issued by ICAI in
this context.
(H) Minimum Disclosures for key financial statements:
3.21. For the financial statements listed at Paragraph 3.3.3 of Section ‘(A)’ above, the line
items shall, at minimum, include the following:
3.21.1. Line items for Balance Sheet:
a) Assets
i. Property, plant and equipment;
ii. Capital work-in-progress
iii. Investment property;
iv. Intangible assets;
v. Inventories;
vi. Other receivables;
vii. Other financial assets (excluding Inventories & Other Receivables)
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viii. Cash and cash equivalents;
ix. Deferred tax assets;
x. Assets for current tax.
b) Equity and Liabilities
i. Unit capital;
ii. Other payables;
iii. Provisions;
iv. Financial liabilities (excluding amounts shown under (b) and (c)),
separately disclosing liabilities owed to sponsors;
v. Liabilities for current tax;
vi. Deferred tax liabilities;
vii. Other liabilities
3.21.2. Line items for Statement of Profit and loss/Income and Expenditure
a) Incomes and gains:
i. Revenue from operations;
ii. Dividend;
iii. Interest;
iv. Profit on sale of assets/investments
v. Other income (Clearly indicate nature of such income)
b) Expenses and losses:
i. Valuation expenses;
ii. Audit fees;
iii. Insurance & security expenses;
iv. Employee Benefits Expenses
v. Investment management fees (including fees paid to Manager)
vi. Trustee Fee
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vii. Depreciation on property, plant and equipment;
viii. Amortization of intangible assets;
ix. Finance Cost (Interest);
x. Custodian fees;
xi. Registration fees;
xii. Repairs and maintenance in case of real estate asset;
xiii. Loss on sale of assets/investments
xiv. Other expenses (Clearly indicate nature of such expense)
c) Profit or loss for the period before income tax
d) Tax expense (current tax and deferred tax)
e) Profit or loss for the period after income tax
f) Items of other comprehensive income
g) Additional line items (if applicable)
i. Items that will not be reclassified to profit or loss
ii. Income tax relating to items that will not be reclassified to profit or loss
iii. Items that will be reclassified to profit or loss
iv. Income tax relating to items that will be reclassified to profit or loss
h) Total comprehensive income for the period (e+f) (Comprising profit (loss)
and Other comprehensive income for the period)
3.21.3. Line items for the "Statement of changes in Unit holders’ equity"
a) Total comprehensive income for the period;
b) For each component of unit holders’ equity, a reconciliation between the
carrying amount at the beginning and the end of the period, separately (as
a minimum) disclosing changes resulting from:
i. Profit or loss;
ii. Other comprehensive income;
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iii. Aggregate amount of investments by unit holders in REIT, and
dividends / other distributions by REIT to unit holders
3.21.4. Line items for the "Statement of Cash flow / Receipts and Payments”
Statement of Cash flow / Receipts and Payments, shall be prepared in
accordance with the requirements of Ind AS 7-"Statement of Cash
Flows".
3.21.5. Line items for ‘Statement of Net Assets at Fair Value’
The line items for the Statement of Net Assets at Fair Value, shall, at
minimum, include the following:
S.No. Particulars Book Value Fair Value
A. Assets xxxx xxxx
B. Liabilities xxxx
(as reflected in the balance
sheet)
C. Net Assets (A-B) xxxx xxxx
D. No. of Units xxxx xxxx
E. NAV (C/D) xxxx xxxx
Notes:
(i) ‘Statement of Net Assets at Fair Value’ shall be provided only as on
the last date of the financial information disclosed in the offer document.
(ii) Further, the breakup of the fair values of the assets shall be given
property-wise in the notes to the Statement of Net Assets at Fair Value.
3.21.6. Line items for ‘Statement of Total Return at Fair Value’:
The line items for the Statement of Total Return at Fair Value, shall, at
minimum, include the following:
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Particulars Amount
Total Comprehensive Income (As per the Statement of xxxx
Profit and loss/Income and Expenditure)
Add/Less: Other Changes in Fair Value (e.g., in xxxx
investment property, property, plant & equipment (if cost
model is followed)) not recognized in Total
Comprehensive Income
Total Return xxxx
Note: ‘Statement of Total Returns at Fair Value’ shall be provided only
for the last completed year and interim period, if any.
3.22. Headings, line items, sub-line items and sub-totals may be presented as an addition
or substitution on the face of the financial statements when such presentation is
relevant to an understanding of a REIT’s financial position or performance or to cater
to industry/sector-specific disclosure requirements or when required for compliance
with the REIT regulations or Indian Accounting Standards or any other law.
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Chapter 4.Continuous Disclosures and Compliances by REITs21
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:
4.1. Frequency and Time period for disclosures:
4.1.1. A REIT shall submit its half yearly and annual financial information to the Stock
Exchanges.
4.1.2. 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 financial information.
The said information shall be submitted with a note stating that the figures
of the second half year period are the balancing figures of the figures of
the full financial year reduced by the figures of the first half year period.
4.2. Nature of financial information
4.2.1. The financial information shall be disclosed on both standalone as well as
consolidated basis.
4.3. Comparative information
21 Circular No. CIR/IMD/DF/146/2016 dated December 29, 2016
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4.3.1. The annual financial information shall contain comparative information for the
immediately preceding financial year.
The half yearly financial information shall contain comparative information for the
immediately preceding half year as well as for the corresponding half year in the
immediately preceding financial year.
4.3.2. The comparative information would consist of corresponding amounts
(comparative figures) for all the items shown in the key financial statements (as
specified in Paragraph 4.5 below), including notes, and for the additional
disclosures (as specified in Paragraph 4.6 below), to the extent applicable.
4.3.3. In cases where the REIT was not in existence in the previous corresponding
reporting period(s) mentioned at Paragraph 4.3.1 above, then the comparative
information may not be provided and the said fact shall be clearly disclosed.
4.4. Basis of preparation of financial information
4.4.1. The financial information shall be prepared on the basis of accrual accounting
policy and shall be in accordance with uniform accounting practices adopted for
all the periods.
4.4.2. The financial information shall be prepared in accordance with Indian Accounting
Standards (Ind AS) and/or any addendum thereto as defined in Rule 2 (1) (a) of
the Companies (Indian Accounting Standards) Rules, 2015.
For HoldCos / SPVs owned by REIT, these entities may prepare financial
statements in accordance with accounting standards and laws applicable to
them. However, for consolidation purposes, consolidated financial information of
REIT in accordance with Ind AS should be disclosed.
4.4.3. In addition to the financial information in accordance with Ind AS as mentioned
at Paragraph 4.4.2 above, the REIT may, if it so desires, also submit the financial
information as per the International Financial Reporting Standards (‘IFRS’). In
such case, the material differences, if any, between the financial information as
per Ind AS and as per IFRS, shall be appropriately highlighted and explained.
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4.5. Key Financial Statements:
4.5.1. 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.
4.5.2. 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
4.5.3. 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.
4.5.4. For the key financial statements listed above, the minimum information to be
disclosed shall be as specified in paragraphs 3.21 and 3.22 of Chapter 3 of this
master circular
4.5.5. Financial statements shall disclose all ‘material’ items, i.e., the items if they can,
individually or collectively, influence the economic decisions made on the basis
of the financial statements.
For determining materiality, the REIT shall be guided by paragraph 3.3.5 of
Chapter 3 of this master circular
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4.5.6. In cases of any sale/divestment of any holding(s)/investment(s) in underlying
SPV(s)/HoldCo(s) or any sale of any real estate asset(s) by the REIT, the
profit/loss on such transactions should be shown on a gross basis.
4.6. Additional disclosures while submission of financial information
In addition to the key financial statements referred in Paragraph 4.5 above, the
following disclosures shall also be included as a part of both the half yearly as well as
the annual financial information unless otherwise specified. Further, the below
mentioned disclosures shall also be subjected to audit/limited review if applicable:
4.6.1. Statement of Net Distributable Cash Flows (NDCFs):
A REIT shall disclose statements of NDCFs of the REIT as well as of all the
underlying HoldCos and SPVs. Such statements shall be prepared in accordance
with, the definition of NDCFs and the framework for calculation of NDCFs, as
defined by the REIT/Manager and as disclosed in the offer document.
4.6.2. Manager Fees:
a) A REIT shall disclose details of fees paid to the manager. Further,
explanations and justification for the fees paid to the manager, including
details about methodology for computation of the fees shall also be provided.
b) A REIT shall further confirm whether there has been any material change
(materiality to be judged and determined by trustees in light of various
pertinent factors including but not restricted to the size of REIT, amount of
change, prevailing circumstances, etc.) in the fees paid to the manager
compared to the previous reporting period. If yes, detailed reasons and
information shall be provided thereof.
4.6.3. Changes in Accounting policies:
In cases of changes in accounting policies, if any, REIT shall make adequate
disclosures required as per the applicable accounting laws (including Ind AS 8
issued by the ICAI).
4.6.4. Disclosures related to Modified Opinion(s)
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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) If the auditor had expressed any modified opinion(s) or other reservation(s)
in his audit report or limited review report in respect of the financial results
of the immediately preceding financial year or half year, which had an impact
on the profit or loss of that period, then the REIT shall disclose the following:
• Brief details of the past modified opinion modified opinion(s) or
other reservation(s)
• Whether such modified opinion(s) or other reservation(s) have
been resolved
o If yes, details thereof
o If no, the reasons thereof and the steps which the REIT
intends to take in the matter
4.6.5. Other Statements:
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a) The REIT shall also disclose the following statements:
• Statement of Earnings per Unit:
• Statement of Contingent liabilities:
• Statement of Commitments:
• Statement of Related party transactions
b) The details and the basis of disclosures for the above statements shall be
same as specified in Paragraph 3.4 of Chapter 3 of this master circular.
4.7. Approval and authentication of financial information:
Before submission of the financial information to the Stock Exchanges, the financial
information shall be approved by the Board of Directors/Governing Body of the
Manager and shall be authenticated and signed in the following manner:
4.7.1. The financial information shall be signed by two designated personnel of the
Manager certifying that the financial information do not contain any false or
misleading statement or figures and do not omit any material fact which makes
the statements or the figures contained therein misleading.
4.7.2. Subsequent to the above, the financial information shall be signed by the
Chairperson or the Managing director/partner or the Whole time director/partner
on the Board of Directors/Governing Body of the Manager and in the absence of
all of them; it shall be signed by any other director/partner of the Manager who is
duly authorized by the Board of Directors/Governing Body to sign the financial
information.
4.8. Audit of Financial Information:
4.8.1. The annual financial information shall be audited, whereas the half yearly
financial information may be either audited or unaudited. In case the REIT opts
to submit unaudited financial information, the same shall be subject to limited
review by the auditor of REIT.
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4.8.2. 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.
4.8.3. In case the financial information is audited, it shall comply with all the
requirements specified in paragraph 3.5 of Chapter 3 of this master circular, 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 3.5.1 e)
of Chapter 3 of this master circular, the auditor shall also give his opinion on the
following:
a) whether the statement of NDCFs gives a true and fair view of NDCFs for the
years/periods ended at the balance sheet dates
4.8.4. The financial information submitted to the Stock Exchanges shall be
accompanied with Audit Report or Limited Review Report, as the case may be.
(B) Financial information of Manager
4.9. Along with the annual financial information of REIT, a REIT shall disclose summary
of the audited consolidated financial statements (including the Balance Sheet and
Statement of Profit and Loss (without schedules)) of Manager for the latest financial
year, along with comparative figures for the immediate preceding financial year,
prepared in accordance with the accounting standards and laws, as applicable for the
Manager.
4.10. The above information may not be disclosed if the Manager’s Net worth is not
materially eroded (Material erosion shall be judged by the Trustees in light of various
pertinent factors including but not restricted to size of REIT, size of Manager, amount
of Net worth erosion, prevailing circumstances, etc.) when compared to its Net worth
as per its last disclosed financial statements by the REIT.
Page 60 of 188
If the financial information of Manager is not disclosed because of the fact that there
is no material erosion in the net worth as compared to the net worth as per the last
disclosed financial statements, the said fact shall be clearly disclosed.
(C) Obligation to maintain proper books of account and records, documents etc.
4.11. Every REIT shall maintain proper books of account, records and documents etc.
relating to a period of not less than eight financial years immediately preceding a
financial year, or where the REIT had been in existence for a period of less than eight
years, in respect of all the preceding years.
Other Continuous Disclosures to Stock Exchanges and Other Compliances
4.12. Listing Agreement:
4.12.1. REIT shall enter into a simplified listing agreement, with all the Stock
Exchanges where it proposes to list its units, in lines with the format as specified
under the SEBI Circular No. CIR/CFD/CMD/6/2015 dated October 13, 2015 on
‘Format of uniform Listing Agreement’.
4.12.2. However, with respect to the compliance with the listing conditions, REIT shall
follow the REIT regulations and circulars issued therein.
4.13. Disclosure of Unit holding pattern:
4.13.1. A REIT shall disclose its Unit holding pattern for each class of unit holders, as
applicable, within the following time periods, as applicable:
▪ One day prior to listing of units on the 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.
4.13.2. The Unit holding pattern shall be disclosed in the following format:
Page 61 of 188
As a No. of units Number of
% of mandatorily units pledged
Cat Total held22 or otherwise
No. of
e Category of Outsta encumbered21
Units
gor Unit holder nding No. of As a % No. As a %
Held
y Units units of total of of total
units units units
held held
(A) Sponsor(s) /
Manager /
and their
associates/r
elated
parties and
Sponsor
Group
(1) Indian
(a) Individuals /
HUF
(b) Central/State
Govt.
(c) Financial
Institutions/B
anks
(d) Any Other
(specify)
Sub- Total
(A) (1)
(2) Foreign
(a) Individuals
(Non
Resident
Indians /
Foreign
Individuals)
(b) Foreign
government
(c) Institutions
22 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020
Page 62 of 188
As a No. of units Number of
% of mandatorily units pledged
Cat Total held22 or otherwise
No. of
e Category of Outsta encumbered21
Units
gor Unit holder nding No. of As a % No. As a %
Held
y Units units of total of of total
units units units
held held
(d) Foreign
Portfolio
Investors
(e) Any Other
(specify)
Sub-
Total (A)
(2)
Total unit
holding of
Sponsor &
Sponsor
Group
(A) = (A)(1)
+(A)(2)
(B) Public
Holding
(1) Institutions
(a) Mutual
Funds
(b) Financial
Institutions/
Banks
(c) Central/Stat
e Govt.
(d) Venture
Capital
Funds
(e) Insurance
Companies
(f) Provident/p
ension
funds
Page 63 of 188
As a No. of units Number of
% of mandatorily units pledged
Cat Total held22 or otherwise
No. of
e Category of Outsta encumbered21
Units
gor Unit holder nding No. of As a % No. As a %
Held
y Units units of total of of total
units units units
held held
(g) Foreign
Portfolio
Investors
(h) Foreign
Venture
Capital
investors
(i) Any Other
(specify)
Sub- Total
(B) (1)
(2) Non-
Institutions
(a) Central
Government
/State
Government
s(s)/Preside
nt of India
(b) Individuals
(c) NBFCs
registered
with RBI
(d) Any Other
(specify)
Sub- Total
(B) (2)
Total
Public Unit
holding
(B) =
(B)(1)+(B)(2
)
Page 64 of 188
As a No. of units Number of
% of mandatorily units pledged
Cat Total held22 or otherwise
No. of
e Category of Outsta encumbered21
Units
gor Unit holder nding No. of As a % No. As a %
Held
y Units units of total of of total
units units units
held held
Total Units
Outstandin
g (C) = (A)
+ (B)
4.14. Review of Credit Rating:
4.14.1. 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.
4.14.2. 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.
4.15. Website of REIT:
4.15.1. A REIT shall maintain a functional website wherein the contents of the said
website should be updated up to last 2 days and the website which should contain
all the relevant information about REIT, inter-alia, including the following:
▪ Details of its business;
▪ Financial information including complete copy of the Annual Report
including Balance Sheet, Profit and Loss Account, etc.;
▪ Contact information of the designated officials of the company who are
responsible for assisting and handling investor grievances;
▪ Email ID for grievance redressal and other relevant details;
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▪ Information, report, notices, call letters, circulars, proceedings, etc.
concerning units;
▪ All information and reports including compliance reports filed by REIT with
respect to units; and
▪ All intimations and announcements made by REIT to the stock exchanges
▪ Any other information which may be relevant for the investors
4.15.2. Further, the contents of the website should be updated within 2 days of any
changes / developments which trigger a need for an update on the website.
4.16. Grievance Redressal Mechanism:
4.16.1. REIT shall ensure that adequate steps are taken for expeditious redressal of
investor complaints.
4.16.2. REIT shall ensure that it is registered on the SCORES platform or such other
electronic platform or system of the Board as shall be mandated from time to time,
in order to handle investor complaints electronically in the manner specified by
the Board.
4.16.3. [All complaints including SCORES complaints received by the REIT shall be
disclosed in the format mentioned in Annexure - 4 on the website of the REIT and
also filed with the recognized stock exchange(s), where its units are listed within
21 days from the end of financial year or end of quarter, as the case may be.]23
4.16.4. [The Trustee and the Board of Directors/Governing Body of the Manager, shall
review the aforementioned statement, before submission of the same to the Stock
Exchange(s), and shall ensure that all investor complaints are redressed by the
Manager in timely manner. The Trustee and the Board of Directors/Governing
Body of the Manager shall ensure that all investor complaints are redressed by
the Manager in timely manner. Further, the statement as specified in Para 4.16.3.
23 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/599 dated July 22, 2021
Page 66 of 188
above shall be placed, on a quarterly basis, before the Board of
Directors/Governing Body of the Manager and the Trustee for review.]24
4.17. Statement of deviation(s) or variation(s)
4.17.1. The REIT shall submit to the recognized stock exchange(s), where its units are
listed, the following statement(s) on a quarterly basis for any public issue, 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.
4.17.2. 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 along with the submission of financial results.]25
4.17.3. REIT shall furnish an explanation for the aforementioned variation in its Annual
report.
4.17.4. REIT shall prepare an annual statement of funds utilized for purposes other
than those stated in the offer document or explanatory statement to the notice for
the general meeting, certified by the statutory auditors of the REIT, and place it
24 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/115 dated August 22, 2024
25 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/115 dated August 22, 2024
Page 67 of 188
before the before the Trustee and the Board of Directors/Governing Body of the
Manager till such time the money raised through the issue has been fully utilized.
4.18. Additional disclosure requirements for REITs which have issued and listed
debt securities26
4.18.1. REITs which have issued debt securities shall be required to comply with
following continuous disclosure requirements:
a) Regulations 50, 51, 54, 55, 56, 57, 58, 59, 60, 61 and 61A of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“LODR Regulations”) and any other provisions of the
aforesaid regulations as may be applicable to REITs.
b) Additional line items that shall be disclosed by REITs which have
issued/listed their debt securities are as follows:
i. Asset cover available;
ii. debt-equity ratio;
iii. debt service coverage ratio;
iv. interest service coverage ratio;
v. net worth;
c) Modified opinion(s) in audit reports having a bearing on the interest payment
or redemption or principal repayment capacity of the REITs shall be
appropriately and adequately addressed by the board of the manager while
publishing the accounts for the said period.
d) REITs shall submit to the stock exchange on a half yearly basis along with
the half yearly financial results, a statement indicating material deviations, if
any, in the use of proceeds of issue of debt securities from the objects stated
in the offer document.
26 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018
Page 68 of 188
Chapter 5.Participation by Strategic Investor(s) in REITs27
5.1. The operational modalities, for the participation by the strategic investors in REITs
shall be as under:
5.1.1. A REIT, if chooses to invite subscriptions from the strategic investors shall
undertake the same in the following manner:
a) The strategic investor(s) shall, either jointly or severally, invest not less than
5% and not more than 25% of the total offer size.
b) The manager on behalf of the REIT, shall enter into a binding unit
subscription agreement with the strategic investor(s), which propose(s) to
invest in the public issue of REIT.
c) Subscription price per unit, payable by the strategic investor(s) shall be set
out in the unit subscription agreement and the entire subscription price shall
be deposited in a special escrow account prior to opening of the public issue.
d) The price at which the strategic investor(s) has/have agreed to buy units of
the REIT shall not be less than the issue price determined in the public issue.
Thus, if the price determined in the public issue is higher than the price at
which the allocation is to be made to strategic investor(s), the strategic
investor(s) shall bring in the additional amount within two working days of the
determination of price in the public issue. However, if the price determined in
the public issue is lower than the price at which the allocation is to be made
to strategic investor, the excess amount shall not be refunded to the strategic
investor and the strategic investor shall take allotment at the price at which
allocation was agreed to be made to it in unit subscription agreement.
e) The draft offer document or offer document, as applicable, shall disclose
details of the unit subscription agreement. Such details shall include name of
each strategic investor, the number of units proposed to be subscribed by it
or the investment amount, proposed subscription price per unit, etc.
27 Circular No. SEBI/HO/DDHS/CIR/P/2018/10 dated January 18, 2018
Page 69 of 188
f) The unit subscription agreement shall not be terminated except in the event
the issue fails to collect minimum subscription.
5.1.2. The units subscribed by strategic investors, pursuant to the unit subscription
agreement, will be locked-in for a period of 180 days from the date of listing in the
public issue.
Page 70 of 188
Chapter 6.Guidelines for issuance of debt securities by REITs28
6.1. For issuance of debt securities, REITs shall follow provisions of SEBI (Issue and
Listing of Non-Convertible Securities) Regulations, 2021 (“NCS Regulations”) in the
following manner:
6.1.1. Regulation 25(4) and Regulation 16 of NCS Regulations shall not be applicable
for issuance of debt securities by REITs.
6.1.2. The compliances required to be made with respect to Companies Act, 2013 or
any filing to be made to Registrar of Companies in terms of the NCS Regulations,
shall not apply to REITs for issuance of debt securities unless specifically provided
in this chapter.
6.1.3. All other provisions of NCS Regulations shall apply to REITs subject to there
being no conflict with REIT Regulations or circulars issued thereunder. In case of
conflict, provisions of REIT Regulations or circulars issued thereunder shall prevail
over NCS Regulations.
6.2. For the issuance of debt securities REITs shall appoint one or more debenture trustee
registered with SEBI under Securities and Exchange Board of India (Debenture
Trustees) Regulations, 1993.
Provided that a trustee to the REIT shall not be eligible to be appointed as debenture
trustee to such issue of debt securities.
6.3. Any secured debt securities issued by REITs shall be secured by the creation of a
charge on the assets of the REIT or holdco or SPV, having a value which is sufficient
for the repayment of the amount of such debt securities and interest thereon.
28 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018
Page 71 of 188
6.4. With reference to NCS Regulations and LODR Regulation and circulars issued
thereunder, the reference to the following terms made therein, should, for the purpose
of this chapter, be construed as follows, unless otherwise required:
Reference to To be construed as
Articles of Association/ Trust Deed
Memorandum of Association
Board of directors Board of Director/Governing Body of the
Manager
Directors of the company Directors of the manager
Shares Units
Shareholder Unit holder
Shareholding pattern Unit holding pattern
Share capital Unit capital
Page 72 of 188
Chapter 7. Issue and listing of Commercial Paper29
7.1. REITs may issue listed commercial papers subject to the following:
(a) REITs shall abide by the guidelines prescribed by the Reserve Bank of India for
issuances of commercial papers.
(b) REITs shall abide by the conditions of listing norms prescribed by SEBI under
the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021
and circulars issued thereunder.
(c) The issuance of listed CPs shall be within the overall debt limit permitted under
SEBI (Real Estate Investment Trusts) Regulations 2014.
29 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/ 122 dated September 22, 2022
Page 73 of 188
Chapter 8.Dematerialization of securities holdings by REITs in Hold Cos and
SPVs30
8.1. Regulation 14(18) of SEBI (Real Estate Investment Trust) Regulations, 2014 (“REIT
Regulations”) provides that the units of REIT shall be issued only in dematerialized
form to all the applicants.
8.2. In order to promote dematerialization of securities, encourage ease of doing
business, improve transparency in the dealings of securities of SPVs/ Hold Cos,
REITs shall hold the securities of Hold Cos and SPVs in dematerialized form only.
The Manager of the REIT shall ensure the same.
30 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/75 dated May 22, 2023
Page 74 of 188
Chapter 9. Manner of conducting meetings of unit holders31
9.1. Regulation 22(3) of SEBI (Real Estate Investment Trusts) Regulations, 2014
provides that an annual meeting of all unit holders shall be held not less than once
a year within one hundred twenty days from the end of financial year and the time
between two meetings shall not exceed fifteen months. Further, Manager of REITs
are also required to hold meetings of unit holders for certain matters specified
under SEBI (Real Estate Investment Trusts) Regulations, 2014
9.2. Enabling participation of unit holders through Video Conferencing or other Audio
Visual means ensures maximum participation of the unit holders in the decision-
making process, irrespective of their geographical location, and delivers
collaborative in-person experience at their convenience.
9.3. The Manager of the REIT are allowed to conduct meetings of unit holders through
Video Conferencing or Other Audio Visual Means. While conducting meetings of
unit holders through Video Conferencing or Other Audio Visual Means, the
Manager of the REIT is required to adopt the following procedures in addition to
any other requirement specified under the SEBI (Real Estate Investment Trusts)
Regulations, 2014 and circulars issued thereunder:
(a) The recorded transcript of the meeting held through Video Conferencing or Other
Audio Visual means shall be maintained in safe custody of the Manager of the
REIT and shall also be uploaded by the Manager of the REIT on the website of
the REIT as soon as possible after the conclusion of the meeting.
(b) Convenience of different persons positioned in different time zones shall be kept
in mind by the Manager of the REIT before scheduling the meeting.
(c) All care must be taken to ensure that such meetings conducted through Video
Conferencing or Other Audio Visual means allow two-way teleconferencing for
the ease of participation of the unit holders and the participants are allowed to
31 Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/13 dated January 12, 2023
Page 75 of 188
pose questions concurrently or given time to submit questions in advance on the
email address of the REIT.
(d) The facility for joining the meeting shall be kept open at least fifteen minutes
before the time scheduled to start the meeting and shall not be closed until the
expiry of fifteen minutes after such scheduled time.
(e) Before the actual date of the meeting, the facility of remote e-voting shall be
provided.
(f) Only those unit holders that are present in the meeting and have not cast their
vote on resolutions through remote e-voting and are otherwise not barred from
doing so, shall be allowed to vote through the e-voting system at the meeting.
(g) The chairperson of the meeting shall satisfy himself and cause to record the
same before considering the business in the meeting that all reasonable efforts
have been made by the Manager of the REIT to enable unit holders to participate
and vote on the items being considered in the meeting.
(h) The chairperson present at the meeting shall also ensure that the facility of e-
voting system is available for the purpose of conducting a poll during the meeting
held through Video Conferencing or Other Audio Visual means on the business
to be considered during the meeting.
(i) At least one independent director of Manager of the REIT and the auditor of the
REIT or his/her authorized representative who is qualified to be the auditor shall
attend such meeting.
(j) The notice for the meetings of unit holder shall make disclosures with regard to
the manner in which framework provided in this circular shall be available for use
by the unit holders and shall also contain clear instructions on how to access and
participate in the meeting. Manager of the REIT shall also provide a helpline
number through the registrar and share transfer agent, technology provider or
otherwise, for unit holders who need assistance with the technology before or
during the meeting. Such notice shall also include the following:
(i) Statement that the meeting will be convened through Video Conferencing
or Other Audio Visual means in compliance with applicable provisions.
Page 76 of 188
(ii) The date and time of the meeting through Video Conferencing or Other
Audio Visual means.
(iii) Availability of notice of the meeting on website of the REIT and stock
exchanges.
(iv) The manner in which unit holders who have not registered their e-mail
address with REIT or depositories can cast their vote through remote e-
voting or through the e-voting system during the meeting.
(v) The manner in which the unit holders who have not registered their e-mail
addresses with REIT or depositories can get the same registered.
(vi) Any other detail considered necessary by the Manager of the REIT.
(k) The notice to the unit holders may be given through emails registered with the
REIT or with depositories.
(l) Manager of the REIT shall contact all unit holders whose email addresses are
not registered with the depositories, over possible / available mode of
communication for registration of their email addresses.
(m) Manager of the REIT shall ensure that all other compliances associated with the
provisions relating to meeting of unit holders are complied with and documents
required to be provided to unit holders, if any, are provided through electronic
mode.
9.4. Reporting and Monitoring:
(a) The Manager of the REIT shall disclose to the Stock Exchange and Trustee that
the meeting of unit holders will be conducted through Video Conferencing or
Other Audio Visual means.
(b) The trustee of the REIT shall attend meeting of unit holders and monitor the
meetings conducted through Video Conferencing or Other Audio Visual means.
Page 77 of 188
Chapter 10. Guidelines for preferential issue and institutional placement of
units by listed REITs32
Definitions
10.1. “Institutional Placement” shall mean a preferential issue of units by a listed REIT
only to Institutional Investors, as defined under REIT Regulations or circulars
issued thereunder.
Conditions for issuance
10.2. A listed REIT may make a preferential issue of units or institutional placement of
units under these guidelines, if it satisfies the following conditions:
10.2.1. A resolution of the existing unitholders approving the issue of units, in
accordance with Regulation 22(6) of the REIT Regulations has been passed.
10.2.2. [Units of the same class, which are proposed to be allotted have been listed
on a stock exchange for a period of at least six months prior to the date of
issuance of notice to its unit holders for convening the meeting to pass the
resolution in terms of clause 10.2.1. above.]33
10.2.3. The REIT has obtained in principle approval of the stock exchange(s) for
listing of the units proposed to be issued under these guidelines.
10.2.4. The REIT is in compliance with all the conditions for continuous listing and
disclosure obligations under the REIT Regulations and circulars issued
thereunder.
10.2.5. None of the respective promoters or partners or directors of the sponsor(s)
or manager or trustee of the REIT is a fugitive economic offender declared
under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018).
10.2.6. [The REIT shall not make any subsequent institutional placement until the
expiry of two weeks from the date of the prior institutional placement made
pursuant to one or more resolutions.]34
32 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019
33 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/130 dated September 28, 2022
34 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/184 dated September 28, 2020
Page 78 of 188
Manner of issuance of units
10.3. Any issuance of units under these guidelines shall be done in the following
manner:
10.3.1. The units shall be allotted in the dematerialized form only and shall be listed
on the stock exchange(s) where the units of the REIT are listed.
10.3.2. Any offer or allotment through private placement shall not be made to more
than 200 investors (excluding institutional investors) in a financial year.
10.3.3. Other than to the extent of the issue of units that is proposed to be made for
consideration other than cash, full consideration for the units issued shall be
paid by the prospective allottees prior to the allotment of the units, through
banking channels. All such monies shall be kept by the Trustee in a separate
bank account in the name of the REIT and shall only be utilized for adjustment
against allotment of units or refund of money to the applicants till the time such
units are listed.
10.3.4. The minimum allotment and trading lot for units issued shall be equivalent
to the minimum allotment and trading lot as applicable to the units of the same
class, under the extant provisions of the REIT Regulations or circulars issued
thereunder.
10.3.5. [Post allotment, the REIT shall make an application for listing of the units to
the stock exchange(s) and the units shall be listed within two working days
from the date of allotment:
Provided that where the REIT fails to list the units within the specified time, the
monies received shall be refunded through verifiable means within four
working days from the date of the allotment, and if any such money is not
repaid within such time after the issuer becomes liable to repay it, the REIT,
the manager of the REIT and its director or partner who is an officer in default
shall, on and from the expiry of the fourth working day, be jointly and severally
Page 79 of 188
liable to repay that money with interest at the rate of fifteen percent per
annum.]35
10.3.6. The REIT shall file an allotment report with SEBI within seven days of
allotment of the units providing details of the allottees and allotment made.
Placement document, if applicable, shall also be filed with the Board along with
the allotment report.
10.3.7. The issue of units shall comply with the conditions and manner of allotment
for preferential issue and institutional placement as provided in paragraphs
10.4 to 10.11 below.
Manner of preferential issue of units by a listed REIT
10.4. Unit holders’ approval
10.4.1. The issuer shall, in an explanatory statement to the notice for the general
meeting proposed for passing the resolution in terms of para 10.2.1 above,
make appropriate disclosures including the following:
a) Objects of the preferential issue;
b) NAV of the REIT;
c) Maximum number of units to be issued;
d) Intent of the parties to the REIT, their directors or key managerial
personnel to subscribe to the issue;
e) Unitholding pattern of the REIT before and after the preferential issue;
f) Time frame within which the preferential issue shall be completed;
g) Identity of the natural persons who are the ultimate beneficial owners
of the units proposed to be allotted and/or who ultimately control the
proposed allottees:
Provided that if there is any listed company, mutual fund, scheduled
commercial bank, insurance company registered with the Insurance
Regulatory and Development Authority of India in the chain of
35 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022
Page 80 of 188
ownership of the proposed allottee, no further disclosure will be
necessary.
Explanation: For the purpose of identification of the ultimate beneficial
owners of the allottees, where the allottees are institutions/entities, the
identification of such ultimate beneficial owners, shall be in accordance
with the guidelines prescribed by the Board, if any.
10.5. Pricing of Units
A. Pricing of frequently traded units
10.5.1. [Where the units of the REIT are frequently traded, the price of units to be
allotted pursuant to the preferential issue shall not be less than higher of the
following:
i. the 90 trading days’ volume weighted average price of the related
units quoted on the recognised stock exchange preceding the
relevant date; or
ii. the 10 trading days’ volume weighted average prices of the related
units quoted on a recognised stock exchange preceding the relevant
date
10.5.2. A preferential issue of units to “institutional investors” not exceeding five in
number, shall be made at a price not less than the 10 trading days’ volume
weighted average prices of the related units quoted on a recognised stock
exchange preceding the relevant date.
Explanation:
a) “Relevant date” for the purpose of clauses related to preferential issue of
units shall be the date thirty days prior to the date on which the meeting
of unitholders is held to consider the preferential issue. Where the
relevant date falls on a weekend or a holiday, the day preceding the
weekend or the holiday will be reckoned to be the relevant date.
b) “Relevant stock exchange” shall mean the recognised stock exchange in
which the units of the REIT are listed and in which the highest trading
Page 81 of 188
volume in respect of the units of the REIT has been recorded during the
preceding 90 trading days prior to the relevant date.
c) “Frequently traded units” for the purposes of these guidelines shall mean
the units of the REIT, in which the traded turnover on any recognised
stock exchange during the 240 trading days preceding the relevant date,
is at least ten percent of the total number of issued and outstanding units
of such class of units of the issuer:
Provided that where the number of issued and outstanding units of a
particular class of units of the issuer is not identical throughout such
period, the weighted average number of total units of such class of the
issuer shall represent the total number of units.]36
B. Pricing of infrequently traded units
10.5.3. Where the units of the REIT are not frequently traded, the price determined
by the REIT shall take into account the NAV of the REIT based on a full
valuation of all existing REIT assets conducted in terms of REIT Regulations.
10.6. Lock-in
10.6.1. [The units allotted to sponsor(s) and sponsor group shall be locked-in for a
period of three years from the date of trading approval granted for the units:
Provided that units not more than twenty-five percent of the total unit capital of
the REIT shall be locked-in for three years from the date of trading approval:
Provided further that units allotted in excess of twenty-five percent of the total
unit capital of the REIT shall be locked-in for one year from the date of trading
approval.]37
[Explanation: For the computation of the lock-in requirement, the units held by
the sponsor(s) and locked-in for three years, in the past in terms of Regulation
11 (3) of the REIT Regulations shall be taken into account. The units locked-
36 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022
37 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020
Page 82 of 188
in pursuant to Regulation 11(3) of the REIT Regulations shall not be put under
fresh lock-in again, even though they are considered for computing the lock-in
requirement, in case the said units are free of lock-in at the time of the
preferential issue.]38
10.6.2. The units allotted to persons other than the sponsor(s) shall be locked-in for
a period of one year from the date of trading approval for such units.
10.6.3. The entire pre-preferential issue unitholding of the allottees, if any, shall be
locked-in from the relevant date up to a period of six months from the date of
trading approval.
10.6.4. [The lock-in requirement mentioned at paragraph 10.6.2. and 10.6.3. above
shall not be applicable in case of units allotted to an employee benefit trust for
the purpose of a unit based employee benefit scheme in compliance with
Chapter IVA of the REIT Regulations.]39
10.7. Allotment
10.7.1. [Preferential issue of units shall not be made to any person who has sold or
transferred any units of the issuer during the 90 trading days preceding the
relevant date. Further, where any person belonging to the sponsor(s) or
Sponsor group(s) has sold/transferred their units of the issuer during the 90
days preceding the relevant date, all sponsors and members of sponsor
group(s) shall be ineligible for allotment of units on a preferential basis.
Provided that this restriction on preferential issue of units shall not apply to a
sponsor(s) or member of the sponsor group, in case any asset is being acquired
by the REIT from that sponsor(s) and/or or member of sponsor group(s), and
preferential issue of units is being made to that sponsor and/or member of the
sponsor group, as full consideration for the acquisition of such asset.]40
38 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/184 dated September 28, 2020
39 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 dated November 13, 2024
40 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0116 dated August 26, 2022
Page 83 of 188
[Provided further that this restriction on preferential issue of units shall not be
applicable in case of units allotted to an employee benefit trust for the purpose
of a unit based employee benefit scheme in compliance with Chapter IVA of
the REIT Regulations.]41
10.7.2. Allotment pursuant to the unit holders’ resolution shall be completed within
a period of fifteen days from the date of passing of such resolution:
Provided that in case the approval of any regulatory, governmental or statutory
body / agency is required, then in such cases the period of fifteen days will
commence from the date of approval from such regulatory, governmental or
statutory body/agency:
Provided further that where the REIT fails to allot the units within the specified
time, the monies received shall be refunded through verifiable means within
twenty days from the date of the resolution, and if any such money is not repaid
within such time after the issuer becomes liable to repay it, the REIT and the
manager and its director or partner who is an officer in default shall, on and
from the expiry of the twentieth day, be jointly and severally liable to repay that
money with interest at the rate of fifteen percent per annum.
Manner of institutional placement of units by a listed REIT
10.8. Placement document
10.8.1. The issuer shall appoint one or more merchant bankers, which are
registered with the Board, as lead manager(s) to the issue.
10.8.2. The lead manager(s) shall, while seeking in-principle listing approval for the
units, furnish to each stock exchange on which the same class of units of the
issuer are listed, a due diligence certificate stating that the units are being
issued under institutional placement and that the issuer complies with
requirements of these guidelines, and also furnish a copy of the preliminary
placement document along with any other document required by the stock
exchange.
41 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 dated November 13, 2024
Page 84 of 188
10.8.3. The lead manager(s) shall exercise due diligence and shall satisfy
themselves with all aspects of the Issue including the veracity and adequacy
of disclosures in the placement document.
10.8.4. The institutional placement shall be made on the basis of a placement
document which shall contain all material information, including disclosures as
specified in Annexure - 5.
10.8.5. The preliminary placement document and the placement document shall be
serially numbered and copies of the same shall be circulated only to select
investors.
10.8.6. The preliminary placement document and the placement document shall be
placed on the websites of the relevant stock exchange(s) and of the issuer with
a disclaimer to the effect that it is in connection with an institutional placement
and that no offer is being made to the public or to any other category of
investors.
10.9. Pricing of Units
10.9.1. [The institutional placement shall be made at a price not less than the
average of the weekly high and low of the closing prices of the units of the
same class quoted on the stock exchange during the two weeks preceding the
relevant date:
Provided that the REIT may offer a discount of not more than five percent on
the price so calculated, subject to approval of unitholders through a resolution
as specified in para 10.2.1.
Explanation: “relevant date” for the purpose of clauses related to institutional
placement shall be the date of the meeting in which the board of directors of
the manager decides to open the issue.]42
10.10. Transferability
42 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/114 dated July 05, 2023
Page 85 of 188
10.10.1. The units allotted through the institutional placement shall not be sold by
the allottee for a period of one year from the date of allotment, except on a
recognised stock exchange.
10.11. Allotment
10.11.1. Allotment pursuant to the unit holders’ resolution shall be completed within
a period of 365 days from the date of passing of such resolution:
Provided that where the REIT fails to allot the units within the specified time,
the monies received shall be refunded through verifiable means within twenty
days from the date of the closure of the issue, and if any such money is not
repaid within such time after the issuer becomes liable to repay it, the REIT
and the manager and its director or partner who is an officer in default shall,
on and from the expiry of the twentieth day, be jointly and severally liable to
repay that money with interest at the rate of fifteen percent per annum.
10.11.2. [No allotment shall be made, either directly or indirectly, to any institutional
investor who is a sponsor(s) or manager, or is a person related to, or related
party or associate of, the sponsor(s) or the manager.
Provided that allotment of units can be made to the sponsor for un-subscribed
portion in the institutional placement subject to following conditions
a. at least ninety percent of the issue size has been subscribed
b. objects of the issue is acquisition of assets from that sponsor
c. units allotted to sponsor shall be locked in as per clause 10.6 above
d. unitholders approval shall be taken for unsubscribed portion being allotted
to sponsor]43
43 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/130 dated September 28, 2022
Page 86 of 188
Chapter 11. Guidelines for rights issue of units by a listed REIT44
11.1. Conditions for issuance
11.1.1. No REIT shall make a rights issue of units unless the following conditions
are satisfied:
a) A resolution of the board of directors of the manager approving the rights
issue of units and determining the record date has been passed.
b) Units of the same class, which are proposed to be allotted are already
listed on a stock exchange.
c) The REIT has obtained in-principle approval of the stock exchange(s) for
listing of units proposed to be issued under these guidelines.
d) The REIT is in compliance with the continuous listing and disclosure
obligations under the REIT Regulations and circulars issued thereunder.
Provided that imposition of only monetary fines by stock exchanges on
the REIT shall not be a ground for ineligibility for undertaking issuances
under these guidelines.
e) None of the respective promoters or partners or directors of the
sponsor(s) or sponsor group or manager or trustee of the REIT is a
fugitive economic offender declared under section 12 of the Fugitive
Economic Offenders Act, 2018 (17 of 2018).
f) None of the respective promoters or partners or directors of the
sponsor(s) or sponsor group or manager or trustee of the REIT
i. is debarred from accessing the securities market by the Board;
ii. is a promoter, director or person in control of any other company or
a sponsor, manager or trustee of any other REIT which is debarred
from accessing the capital market under any order or directions
made by the Board;
44 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/09 dated January 17, 2020
Page 87 of 188
11.2. Appointment of merchant banker(s) and other intermediaries
11.2.1. The manager on behalf of the REIT, in line with Regulation 10(5) of REIT
Regulations, shall appoint one or more merchant bankers, at least one of
whom shall be a lead merchant banker and shall also appoint other
intermediaries, in consultation with the merchant banker(s), to carry out the
obligations relating to the issue.
11.2.2. If the REIT desires to have the issue underwritten, it shall appoint
underwriters in accordance with the Securities and Exchange Board of India
(Underwriters) Regulations, 1993.
11.2.3. In case of an underwritten issue, the merchant banker(s) shall undertake
minimum underwriting obligations as specified in the Securities and
Exchange Board of India (Merchant Bankers) Regulations, 1992.
11.2.4. The merchant banker(s) shall exercise due diligence and shall satisfy
themselves with all aspects of the issue including the veracity and adequacy
of disclosures in the letter of offer.
11.3. Draft Letter of Offer and Letter of Offer
11.3.1. The manager, on behalf of the REIT shall file a draft letter of offer with the
Board through the lead merchant banker along with filing fees as specified
in Schedule II of REIT Regulations.
11.3.2. The lead merchant banker shall submit the following to the Board along with
the draft letter of offer:
a) a certificate, confirming that an agreement has been entered into between
the manager on behalf of the REIT and the merchant bankers;
b) a due diligence certificate along the lines of Form A of Annexure - 1.
11.3.3. The manager, on behalf of the REIT shall also file the draft letter of offer with
the stock exchange(s) where the units of the REIT are listed and further
make it public by posting the same on the website of the stock exchange(s)
Page 88 of 188
for seeking public comments for a period of seven working days from the
date of filing the draft letter of offer.
11.3.4. The draft letter of offer shall also be displayed on the website of the REIT
and the merchant bankers.
11.3.5. The manager shall, after filing the draft letter of offer and letter of offer with
the Board, make appropriate advertisement on the website of the sponsor,
manager and stock exchanges.
11.3.6. The manager may also issue such advertisement in any newspaper and on
the website of the REIT.
11.3.7. The Board may specify changes or issue observations, if any, on the draft
letter of offer within fifteen days from the later of the following dates:
a) the date of receipt of the draft letter of offer, filed under sub-clause 11.3.1;
or
b) the date of receipt of satisfactory reply from the lead merchant banker(s),
where the Board has sought any clarification or additional information
from them; or
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
stock exchanges.
11.3.8. If the Board specifies any changes or issues observations on the draft letter
of offer, the manager on behalf of the REIT and lead merchant banker(s)
shall carry out such changes in the draft letter of offer and shall submit to the
Board an updated draft letter of offer complying with the observations issued
by the Board and highlighting all changes made in the draft letter of offer
before filing the letter of offer with the stock exchanges.
11.3.9. The lead merchant banker shall, along with filing of the letter of offer with
the Board and the stock exchange(s), furnish to the Board, a due diligence
certificate along the lines of Form B of Annexure - 1 of this master circular.
Page 89 of 188
11.3.10. The draft letter of offer and letter of offer shall contain disclosures as
specified in Annexure - 6.
11.3.11. The manager, on behalf of the REIT, and the merchant banker(s) shall
ensure that the letters of offer are hosted on the websites of the REIT,
merchant bankers and the stock exchanges where the units are listed and
their content is the same as the versions filed with the Board and the stock
exchange(s), as applicable.
11.3.12. The draft letter of offer and letter of offer, as applicable, shall also be
furnished to the Board in soft copy.
11.4. Application
11.4.1. The application form for the issue shall be prepared by the merchant
banker(s) and the merchant banker(s) shall make arrangements for
distribution of the application form.
11.5. Pricing of Units
11.5.1. The manager on behalf of the REIT, in consultation with the lead merchant
banker(s), shall decide the issue price before determining the record date.
11.5.2. The issue price shall be disclosed in the letter of offer filed with the Board
and the stock exchange(s).
11.6. Timelines
11.6.1. The manager, on behalf of the REIT, shall announce the record date to stock
exchange(s) at least three working days (excluding the date of intimation and
the record date) prior to the record date. The REIT shall not withdraw its
rights issue after announcement of the record date.
Provided that in case the REIT withdraws the rights issue after announcing
the record date, it shall not be eligible to make an application for listing of
any of its units on any stock exchange for a period of twelve months from
the record date.
Page 90 of 188
11.6.2. The rights issue shall open within three months from the record date.
11.6.3. The rights issue shall be kept open for at least three working days but not
more than fifteen working days.
11.7. Manner of issuance of units
11.7.1. Any issuance of units under these guidelines shall be done in the following
manner:
a) The rights entitlements shall be credited to the demat account of the
unitholders before the date of opening of the issue. The rights
entitlements shall include a right exercisable by the person concerned to
renounce the units offered to him/her or any of them in favour of any other
person and the draft letter of offer, letter of offer and the notice sent to the
unitholders shall contain a statement to this effect.
b) The units shall be allotted in the dematerialized form only and shall be
listed on the stock exchange(s) where the units of the REIT are listed.
c) All investors would be required to mandatorily use Application Supported
by Blocked Amount (ASBA) as a payment mode, whether existing
unitholders or renouncees and follow the procedure for rights issues of
securities specified by the Board.
11.8. Subscription, Allotment and Listing of Units
11.8.1. Minimum Subscription
a) The minimum subscription to be received in the rights issue shall be 90%
of the issue size through the letter of offer.
b) If the minimum subscription as specified under (a) above is not received,
the application monies shall be refunded to the applicants forthwith, but
not later than 15 days from the issue closing date.
11.8.2. The sponsor(s), their associates and members of the sponsor group who
are unitholders as on the record date, may choose to subscribe to additional
Page 91 of 188
units subject to disclosure of such intent in the draft letter of offer and letter
of offer.
Provided that such additional subscription over and above the entitlement
shall be subject to compliance with the minimum public unitholding
requirements.
11.8.3. The minimum allotment and trading lot for units issued shall be equivalent
to the minimum allotment and trading lot as applicable to the units of the
same class, under the extant provisions of the REIT Regulations or circulars
issued thereunder.
11.8.4. The REIT shall not make any allotment in excess of the units offered through
the letter of offer except in case of oversubscription for the purpose of
rounding off to even lots to make allotment, in consultation with the
designated stock exchange.
Provided that in case of oversubscription, an allotment of not more than one
per cent. of the issue size may be made for the purpose of making allotment
in minimum even lots.
11.8.5. Allotment shall be made in the following manner:
a) full allotment to those eligible unitholders who have applied for their rights
entitlement either in full or in part and also to the renouncee(s), who
has/have applied for the units renounced in their favour, in full or in part,
as adjusted for fractional entitlement.
b) allotment to eligible unitholders who having applied for the units in full to
the extent of their rights entitlement and have also applied for additional
units shall be made as far as possible on an equitable basis, having due
regard to the number of units held by them on the record date, provided
there is an under-subscribed portion after making allotment in (a) above.
c) allotment to the renouncees, who having applied for the units renounced
in their favour and also applied for additional units, provided there is an
under-subscribed portion after making full allotment specified in (a) and
Page 92 of 188
(b) above. The allotment of such additional units may be made on a
proportionate basis.
d) Allotment to sponsor(s), their associates and members of sponsor group,
who are unitholders on the record date and who have disclosed their
intent to subscribe to additional units in terms of 11.8.2 above, if there is
an unsubscribed portion after making full allotment as per clause (a), (b)
and (c) above.
e) Allotment to the underwriter appointed for the issue, if any, at the
discretion of the board of directors of the manager, subject to disclosure
in the draft letter of offer and / or letter of offer as applicable. Full allotment
to those eligible unitholders who have applied for their rights entitlement
either in full or in part and also to the renouncee(s), who has/have applied
for the units renounced in their favour, in full or in part, as adjusted for
fractional entitlement.
11.8.6. The units allotted in the manner specified above shall be listed within six
working days from the issue closing date.
11.9. Restriction on further capital issues
11.9.1. The REIT shall not make any further issue of units in any manner whether
by way of public issue, rights issue, preferential issue, qualified institutions
placement, institutional placement, issue of bonus shares or otherwise
during the period between the date of filing the draft letter of offer with the
Board and the listing of the units offered through the letter of offer or refund
of application monies.
11.10. The REIT shall file an allotment report with the Board providing details of the
allottees and allotment made within 15 days of the issue closing date.
Page 93 of 188
Fast Track Rights Issue
11.11. [A REIT satisfying the conditions mentioned below and desirous of issuing units
under fast track rights issue shall, for such an issue, follow guidelines specified in
this master circular except those under paragraphs 11.3.1, 11.3.2, 11.3.7, and
11.3.8 above:
11.11.1. the units of the REIT have been listed on any stock exchange for a
period of at least three years immediately preceding the record date;
11.11.2. all the units of the REIT are held in demat form on the record date;
11.11.3. the average market capitalisation of public unitholding of the REIT is
at least two hundred and fifty crore rupees;
11.11.4. the REIT is in compliance with the listing and disclosure requirements
of the REIT Regulations;
11.11.5. the REIT has redressed at least ninety-five per cent. of the complaints
received from the investors till the end of the quarter immediately
preceding the month of the record date;
11.11.6. no show-cause notices have been issued or prosecution proceedings
have been initiated by the Board and pending against the REIT,
parties to the REIT or their respective promoters or partners or
directors as on the record date;
11.11.7. the REIT, parties to the REIT or their respective promoters or partners
or directors has not settled any alleged violation of securities laws
through the consent or settlement mechanism with the Board during
three years immediately preceding the record date;
11.11.8. units of the REIT have not been suspended from trading as a
disciplinary measure during last three years immediately preceding
the record date;
11.11.9. no regulatory action has been imposed on the REIT in the three years
preceding the year in which rights issue is proposed;
Page 94 of 188
Provided that imposition of only monetary fines by stock exchanges
on the REIT shall not be a ground for ineligibility for undertaking
issuances under this clause.
11.11.10. there shall be no conflict of interest between the lead merchant
banker(s) and the REIT or parties to the REIT in accordance with the
applicable regulations;
11.11.11. The sponsor(s) and sponsor group shall mandatorily subscribe to their
rights entitlement and shall not renounce their rights, except to the
extent of renunciation within the respective sponsor group or for the
purpose of complying with minimum public shareholding norms
prescribed under the REIT Regulations, 2014;
11.11.12. there are no audit qualifications on the audited accounts of the REIT
in respect of those financial years for which such accounts are
disclosed in the letter of offer;
Explanation: For the purpose of this chapter, “audit qualifications” shall be
those disclosed under applicable accounting standard relating to
modification to the opinion in the independent auditor’s report and requires
a qualified opinion, adverse opinion or disclaimer of opinion for material
misstatements.
11.12. The REIT shall file the letter of offer with the Board in accordance with paragraph
11.3.9 and shall pay fees to the Board as specified in Schedule II of REIT
Regulations for issuing units through fast track rights issue route.]45
45 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020
Page 95 of 188
Chapter 12. Encumbrance on units of REITs46
12.1. Encumbrance on units
12.1.1. [Regulation 11(3A) of Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014 requires that the units required to be
held in terms of sub-regulation (3) shall be locked in and shall not be
encumbered. However, any encumbrance created on units held to comply with
the minimum unit holding requirement applicable before the date of coming
into effect of the Securities and Exchange Board of India (Real Estate
Investment Trusts) (Second Amendment) Regulations, 2023, may continue if
the encumbrance exist on such date subject to conditions mentioned at para
12.2 below.]47
12.2. Conditions for invocation during the mandatory holding period
12.2.1. Such encumbrance shall not be permitted to be invoked during the holding
period prescribed in terms of Regulation 11(3) of the REIT Regulations unless
the following conditions are satisfied:
a) the person(s) invoking the encumbrance (whether directly or through any
trustee or agent acting on its behalf) shall get itself or its nominee to
become re-designated sponsor upon compliance with the terms and
conditions for re-designation of sponsor as specified under REIT
Regulations:
Provided that this condition shall not be applicable in case the person
invoking such encumbrance is already a member of sponsor group.
b) The re-designated sponsor shall fulfil the obligations specified for sponsor
under REIT Regulations.
12.3. Obligation of entity creating encumbrance
46 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020
47 Securities and Exchange Board of India (Real Estate Investment Trusts) (Second Amendment)
Regulations, 2023, w.e.f 17.08.2023
Page 96 of 188
12.3.1. Sponsor(s) and sponsor group creating encumbrance on the units held by
them, shall provide details of the encumbrance to the manager of the REIT
within two working days from the date of creation of such encumbrance in the
format specified at Annexure - 7.
Any change in the above information pursuant to release or invocation of
encumbrance, or in any other manner, shall also be informed to the manager
of the REIT within two working days from the date of such event.
12.4. Other obligations
12.4.1. The REIT shall within two working days from the receipt of details in terms
of clause 12.3 shall disclose such information to every stock exchange where
units of the REIT are listed.
Page 97 of 188
Chapter 13. Manner and mechanism of providing exit option to dissenting unit
holders48
13.1. Definitions: For the purpose of this chapter:
13.1.1. “Acquirer” means,
a) a person who, along with persons acting in concert, intends to acquire
units of a listed REIT; or
b) a person who intends to be an inducted sponsor as defined under
Regulation 2(1)(qaa) of REIT Regulations; or
c) a sponsor being subject to a change in control,
and required to provide an exit option in terms of Regulation 22(6A) or
Regulation 22(8) of the REIT Regulations, as the case may be;
13.1.2. “persons acting in concert” means,—
a) persons who, with a common objective or purpose of acquisition of units
of the REIT, pursuant to an agreement or understanding, formal or
informal, directly or indirectly co-operate for acquisition of units of the
REIT.
b) Without prejudice to the generality of the foregoing, the persons falling
within the following categories shall be deemed to be persons acting in
concert with other persons within the same category, unless the contrary
is established, —
i. a company, its holding company, subsidiary company and any
company under the same management or control;
ii. a company, its directors, and any person entrusted with the
management of the company;
iii. directors of companies referred to in item i) and ii) of this sub-
clause and associates of such directors;
iv. immediate relatives;
48 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/123 dated July 17, 2020
Page 98 of 188
v. an institutional investor and wherever applicable its sponsor,
trustees, trustee company, asset management company;
vi. a collective investment scheme and its collective investment
management company, trustees and trustee company;
vii. a merchant banker and its client, who is an Acquirer;
viii. a portfolio manager and its client, who is an Acquirer;
ix. banks, financial advisors and stock brokers of the Acquirer, or of
any company which is a holding company or subsidiary of the
Acquirer, and where the Acquirer is an individual, of the
immediate relative of such individual:
Provided that this sub-clause shall not apply to a bank whose sole
role is that of providing normal commercial banking services or
activities in relation to an acquisition/exit option under REIT
Regulations;
x. an investment company or fund and any person who has an
interest in such investment company or fund as a shareholder or
unit holder having not less than 10 per cent of the paid-up capital
of the investment company or unit capital of the fund, and any
other investment company or fund in which such person or his
associate holds not less than 10 per cent of the paid-up capital of
that investment company or unit capital of that fund:
Provided that nothing contained in this sub-clause shall apply to
holding of units of mutual funds registered with the Board;
Explanation—For the purposes of this clause “associate” of a person means
any person as defined under Regulation 2(1)(b) of REIT Regulations and shall
also include-
i) trusts of which such person or his immediate relative is a trustee;
ii) partnership firm in which such person or his immediate relative is a
partner; and
Page 99 of 188
iii) members of Hindu undivided families of which such person is a
coparcener
13.1.3. “Cut-off date” means a date not more than three working days before the
date of meeting for determining the eligibility to vote;
13.1.4. “Dissenting unit holders” means unit holders as on the cut-off date who have
not voted in favour of the resolution proposed in terms of Regulation 22(6A) or
Regulation 22(8) of the REIT Regulations, irrespective of whether present or
not;
13.1.5. “Frequently traded units” shall have the same meaning as assigned to it in
paragraph 10.5.2 of this master circular.
13.1.6. [“Relevant date” means the last day of voting for resolution under
Regulation 22(6A) or Regulation 22(8) of the REIT Regulations.
Provided that in case an acquisition described under Regulation 22(6A) or
change in sponsor or inducted sponsor or change in control of sponsor or
inducted sponsor under regulation 22(8) of REIT Regulations is triggered
pursuant to an open offer under the provisions of SEBI (Substantial Acquisition
of Shares and Takeover) Regulations, 2011, the relevant date shall mean the
date of public announcement made for the acquisition in terms of SEBI
(Substantial Acquisition of Shares and Takeover) Regulations, 2011.]49
13.2. An acquirer providing exit option to dissenting unitholders in terms of this chapter
shall appoint one or more merchant bankers, registered with the Board, as lead
manager(s) for the exit option/offer, who shall ensure compliance with the
provisions of REIT Regulations and this chapter. Lead manager(s) shall send the
Letter of Offer (LoF) to all dissenting unit holders and shall also file the same along
with the due diligence certificate, in line with format specified in Form A in
Annexure - 1 of this master circular, with the Exchange(s). The broad contents of
LoF are indicated in Annexure - 8.
49 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/640 dated October 05, 2021
Page 100 of 188
13.3. Upon completion of exit option process, a due diligence certificate in line with
format specified in the Form D in Annexure - 1 of the master circular, shall be filed
by the lead manager(s) with the Board within two working days of payment of
consideration by the acquirer.
13.4. Manner and mechanism of exit option:
13.4.1. The Acquirer shall facilitate tendering of units by the unit holders and
settlement of the same through the stock exchange mechanism as
specified by SEBI for the purpose of takeover, buy-back and delisting in
case of equity listed companies.
13.4.2. Manager shall be entitled to receive from the Acquirer all expenses incurred
and payable to external agencies related to the exit offer process
prescribed in this chapter.
13.4.3. Units tendered in exit option shall be in multiples of the trading lot as
applicable to the units of the same class of the REIT, under the existing
provisions of the REIT Regulations and circulars issued thereunder.
13.4.4. Dissenting Unit holders who are unitholders on the cut-off date for the
purpose of voting shall be eligible to avail the exit option/offer only in
respect of such number of units held by such Dissenting Unitholders on the
cut-off date.
13.4.5. A summary of activities pertaining to exit option/offer is indicated below
along with the prescribed timelines:
Activity Description Timelines
Acquirer shall give notice to the Manager for
the purpose of obtaining approval of the unit
holders under Regulation 22(6A) or Regulation
22(8) of REIT Regulations. Further, a person
being inducted as a sponsor shall give
declaration to Manager with regard to
satisfying the eligibility conditions prescribed
for a sponsor under REIT Regulations.
Page 101 of 188
Activity Description Timelines
On receipt of notice, Manager shall intimate to Immediately but not later
stock exchange(s) than twenty four hours
from the receipt of such
notice
Manager shall convene a meeting of unit Voting to be completed not
holders for voting later than three working
days from the cut-off date
and within twenty one days
from the date of receipt of
notice from the acquirer
Intimation of outcome of the unit holders’ Within forty eight hours of
meeting by the Manager to Acquirer and stock the last day of voting
exchange(s) along with the number of
dissenting unit holders and total number of
units held by them as of the cut-off date, as
certified by its compliance officer.
The day of aforesaid intimation by Manager
shall be construed as “Date of Intimation”.
Acquirer through the Lead Manager shall give Within twenty four hours of
a public notice to stock exchange(s) and the Date of Intimation
Manager regarding his intention of providing
exit option to dissenting unit holders
Upon receipt of public notice from the Lead Immediately but not later
Manager, Manager shall provide the list of than twenty four hours
dissenting unit holders to the Lead from the receipt of public
Manager(s). notice from the Acquirer
Acquirer through the Lead Manager(s) shall Within three working days
send the Letter of Offer (LoF) to all dissenting from the date of public
Page 102 of 188
Activity Description Timelines
unit holders and file a copy of the same with notice by the Acquirer
the stock exchange(s). Lead Manager(s) shall regarding exit option/offer
exercise due diligence with regard to all
information and disclosures contained in the
LoF.
The stock exchange(s) shall disseminate the
LoF on its website as soon as it receives the
same.
Acquirer shall create an escrow account At least two working days
wherein the aggregate amount of prior to opening of the
consideration based on the list of dissenting tendering period.
unit holders provided by the Manager to Lead
Manager would be deposited in the manner
specified at para 13.4.7 below.
Tender date and tender period for tendering Seventh working day from
units in exit option the “Date of Intimation”
Tender period shall be five
working days.
Payment of consideration to dissenting unit Within a period of three
holders by the Acquirer working days from the last
date of the tendering
period
Lead Manager shall submit a report to Within two working days
Manager that the payment has been duly from the date of payment
made to all the dissenting unit holders whose of consideration
units have been accepted in the exit option.
Based on the information received from Lead
Manager, Manager shall update aggregate
number of units tendered, accepted, payment
Page 103 of 188
Activity Description Timelines
of the consideration and the post-exit option
unit holding pattern of the REIT with stock
exchange(s).
13.4.6. [However, in case an acquisition described under Regulation 22(6A) or
change in sponsor or change in control of sponsor or inducted sponsor
under Regulation 22(8) of REIT Regulations is triggered pursuant to an
open offer under the provisions of SEBI (Substantial Acquisition of Shares
and Takeover) Regulations, 2011, the summary of activities pertaining to
exit option/offer is indicated below along with the prescribed timelines:
Activity Description Timelines
Along with Public
Acquirer to give first notice to Manager Announcement made for the
regarding acquisition which triggers the acquisition in terms of SEBI
provision of Regulation 22(6A) or Regulation (Substantial Acquisition of
22(8) of REIT Regulations. Shares and Takeover)
Regulations, 2011
Immediately but not later
On receipt of notice, Manager shall intimate
than twenty four hours from
to stock exchange(s)
the receipt of such notice
Acquirer shall give second notice to the
Manager for the purpose of obtaining Not later than two working
approval of the unit holders under Regulation days from the completion of
22(6A) or Regulation 22(8) of REIT the acquisition which
Regulations. triggered the provisions of
The acquirer shall also confirm to the Regulation 22(6A) or
Manager that it shall give exit option to Regulation 22(8) of REIT
dissenting unit holders in case approval of Regulations
the requisite majority is not received.
Page 104 of 188
Activity Description Timelines
Further, a person being inducted as a
sponsor shall give declaration to Manager
with regard to satisfying the eligibility
conditions prescribed for a sponsor under
REIT Regulations.
Immediately but not later
On receipt of second notice, Manager shall than twenty four hours from
intimate to stock exchange(s) the receipt of such second
notice
Voting to be completed not
Manager shall convene a meeting of unit
later than three working
holders for voting
days from the cut-off date
and within twenty one days
from the date of receipt of
second notice from the
acquirer.
Intimation of outcome of the unit holders’
meeting by the Manager to Acquirer and
stock exchange(s) along with the number of
dissenting unit holders and total number of Within forty-eight hours of
units held by them as of the cut-off date, as the last day of voting
certified by its compliance officer.
Manager shall provide the list of dissenting
unit holders to the Lead Manager(s).
The day of aforesaid intimation by Manager
shall be construed as “Date of Intimation”.
Acquirer through the Lead Manager(s) shall
Within three working days
send the Letter of Offer (LoF) to all dissenting
from the Date of Intimation
unit holders and file a copy of the same with
Page 105 of 188
Activity Description Timelines
the stock exchange(s). Lead Manager(s)
shall exercise due diligence with regard to all
information and disclosures contained in the
LoF.
The stock exchange(s) shall disseminate the
LoF on its website as soon as it receives the
same.
Acquirer shall create an escrow account
wherein the aggregate amount of
At least two working days
consideration based on the list of dissenting
prior to opening of the
unit holders provided by the Manager to Lead
tendering period.
Manager would be deposited in the manner
specified at para 13.4.7 below.
Seventh working day from
Tender date and tender period for tendering the “Date of Intimation”
units in exit option Tender period shall be five
working days.
Payment of consideration to dissenting unit Within a period of three
holders by the Acquirer working days from the last
date of the tendering period
Lead Manager shall submit a report to
Manager that the payment has been duly
made to all the dissenting unit holders whose Within two working days
units have been accepted in the exit option. from the date of payment of
Based on the information received from Lead consideration]50
Manager, Manager shall update aggregate
number of units tendered, accepted,
50 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/640 dated October 05, 2021
Page 106 of 188
Activity Description Timelines
payment of the consideration and the post-
exit option unit holding pattern of the REIT
with stock exchange(s).
13.4.7. The escrow account referred to in aforesaid table may be in the form of —
a) cash deposited with any scheduled commercial bank; and/or
b) bank guarantee issued in favour of the Lead Manager to the exit
option/offer by any scheduled commercial bank;
i. In the event of the escrow account being created by way of a bank
guarantee, the Acquirer shall also ensure that at least one per cent
of the total consideration payable is deposited in cash with a
scheduled commercial bank as a part of the escrow account.
ii. For such part of the escrow account as is in the form of a cash
deposit with a scheduled commercial bank, the acquirer shall while
opening the account, empower the lead manager to the exit
option/offer to instruct the bank to issue a banker’s cheque or
demand draft or to make payment of the amounts lying to the credit
of the escrow account.
iii. For such part of the escrow account as is in the form of a bank
guarantee, such bank guarantee shall be in favour of the lead
manager to the exit option/offer and shall be kept valid throughout
the period of exit option/offer and for an additional period of thirty
days after completion of payment of consideration to unit holders
who have tendered their units in acceptance of the exit option/offer.
13.5. Exit Price
13.5.1. The exit price payable to the dissenting unit holders shall be highest of the
following:
Page 107 of 188
a) the highest negotiated price per unit of the REIT for any acquisition under
the agreement attracting the obligation of exit option;
b) the volume-weighted average price paid or payable for acquisitions,
whether by the proposed Acquirer or any person acting in concert with
them, during the fifty-two weeks immediately preceding the relevant date;
c) the highest price paid or payable for any acquisition, whether by the
proposed Acquirer or any person acting in concert with them, during the
twenty-six weeks immediately preceding the relevant date;
d) the volume-weighted average market price of such units for a period of
sixty trading days immediately preceding the relevant date as traded on
the stock exchange where the maximum volume of trading in the units of
the REIT are recorded during such period, provided such units are
frequently traded;
e) Where the units of the REIT are not frequently traded, the price
determined by the Acquirer and the lead manager to the exit option/offer
taking into account valuation parameters including the NAV of the REIT
based on a full valuation of all existing REIT assets conducted in terms of
REIT Regulations, book value, comparable trading multiples, and such
other parameters as are customary for valuation of units of such REITs.
13.5.2. Where the Acquirer has acquired or agreed to acquire whether by himself
or through or with persons acting in concert with him any units of the REIT
between the relevant date and the date of payment of consideration to
dissenting unit holders, whether by subscription or purchase, at a price higher
than the exit option price, the exit option price shall stand revised to the highest
price paid or payable for any such acquisition:
Provided that no such acquisition shall be made after the third working day
prior to the commencement of the tendering period and until the expiry of the
tendering period.
13.5.3. Where the Acquirer or persons acting in concert with him acquires units of
the REIT during the period of twenty-six weeks after the tendering period at a
Page 108 of 188
price higher than the exit option price, the Acquirer and persons acting in
concert shall pay the difference between the highest acquisition price and the
exit option price, to all the unit holders whose units were accepted in the exit
option/offer, within sixty days from the date of such acquisition:
Provided that this provision shall not be applicable to acquisitions under
another exit option/offer under REIT Regulations or open market purchases
made in the ordinary course on the stock exchanges, not being negotiated
acquisition of units of the REIT whether by way of bulk deals, block deals or in
any other form.
13.5.4. [In case an acquisition described under Regulation 22(6A) or change in
sponsor or inducted sponsor or change in control of sponsor or inducted
sponsor under regulation 22(8) of REIT Regulations is triggered pursuant to
an open offer under the provisions of SEBI (Substantial Acquisition of Shares
and Takeover) Regulations, 2011, the exit option price shall stand enhanced
by an amount equal to a sum determined at the rate of ten per cent per annum
for the period between the first notice date and second notice date.]51
13.6. Maintenance of minimum public unitholding
13.6.1. If the units tendered in exit option are such that, if accepted may result in
public unit holding below the minimum public unit holding norm prescribed
under REIT Regulations, in such scenario, tendered units shall be accepted
on proportionate basis so as to maintain the minimum public unit holding post
completion of exit option process.
51 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/640 dated October 05, 2021
Page 109 of 188
Chapter 14. Investor Charter and Disclosure of Investor Complaints by
Merchant Bankers for public offers by REITs52
14.1. Publication of Investors Charter
14.1.1. All registered Merchant Bankers are advised to disclose on their websites,
the Investor Charter for Public Offer of units by REITs, as provided at Annexure
- 9.
14.2. Disclosure of Investor complaints
14.2.1. Additionally, all the registered Merchant Bankers shall disclose on their
respective websites, the data on complaints received against them or against
issues dealt by them and redressal thereof, on each of the aforesaid categories
separately as well as collectively, latest by 7th of succeeding month, as per the
format provided at Annexure - 10.
52 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021
Page 110 of 188
Chapter 15. Format for Annual Secretarial Compliance Report for REITs53
15.1. Regulation 26D of SEBI (Real Estate Investment Trusts) Regulations, 2014
(“REIT Regulations”) requires as under:
(1) The Manager shall submit a secretarial compliance report given by a practicing
company secretary to the stock exchanges, in such form as specified, within
sixty days from end of each financial year.
(2) The secretarial compliance report referred to in sub-regulation (1) of this
regulation shall be annexed with the annual report of the REIT.
15.2. Accordingly, the following shall be complied with regard to annual secretarial
compliance report:
(a) The Manager of the REIT, on an annual basis, shall appoint a practicing
company secretary to examine the compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder, consequent to which,
the practicing company secretary shall submit a report to the Manager of the
REIT.
(b) The format for the annual secretarial compliance report is placed at Annexure
- 12.
(c) The Manager of the REIT shall provide all such documents/information as may
be sought by the practicing company secretary for the purpose of providing
secretarial compliance report.
15.3. Reporting and Monitoring
(a) The Manager of the REIT shall submit the annual secretarial compliance report
in the aforesaid format to the stock exchanges within sixty days from the end
of each financial year. The annual secretarial compliance report shall also be
made part of annual report of the REIT.
(b) The stock exchanges shall monitor the compliance of the above requirement
and take appropriate action as specified by the Board from time to time.
53 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/103 dated June 26, 2023
Page 111 of 188
Chapter 16. Format of Compliance report on Governance for REITs54
16.1. Regulation 26E of SEBI (Real Estate Investment Trusts) Regulations, 2014
(“REIT Regulations”) requires as under:
(1) The Manager shall submit a quarterly compliance report on governance in the
format as may be specified by the Board, to the recognized stock exchange(s)
within twenty-one days from the end of each quarter.
(2) The report referred in sub-regulation (1) of this regulation shall be signed either
by the compliance officer or the chief executive officer of the Manager.
16.2. Accordingly, the formats of Compliance Report on Governance shall be as under:
(a) Part A of Annexure - 13 – within twenty one days from the end of each quarter;
(b) Part B of Annexure - 13 – within twenty one days from the end of financial year
on an annual basis;
(c) Part C of Annexure - 13 – within three months from the end of financial year on
an annual basis;
16.3. Reporting and Monitoring
(a) The manager of the REIT shall submit the compliance report on governance in
the aforesaid format to the stock exchanges within the timelines as specified
above. The compliance report on governance shall also be made part of annual
report of the REIT.
(b) The stock exchanges shall monitor the compliance of the above requirements
and take appropriate action as specified by the Board from time to time.
54 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/101 dated June 26, 2023
Page 112 of 188
Chapter 17. Manner of achieving minimum public unitholding - REITs55
17.1. Regulation 14(2A) of SEBI (Real Estate Investment Trusts) Regulations, 2014 (“REIT
Regulations”) inter-alia mandates that any listed REIT which has public unitholding
below twenty-five percent, shall increase its public unitholding to at least twenty-five
percent within a period of three years from the date of listing of units pursuant to initial
offer.
17.2. In order to facilitate REITs to achieve minimum public unitholding compliance as
required under REIT Regulations, Manager of the REIT shall adopt any of the following
methods:
No. Method Specific conditions, if any, applicable
1. Issuance of units to public -
through offer document
2. Offer for sale of units held by -
Sponsor(s) / Manager / and
their associates/related
parties and Sponsor Group
to public through offer
document
3. Offer for sale of units held by -
Sponsor(s) / Manager / and
their associates/related
parties and Sponsor Group
through the Stock Exchange
mechanism i.e., the
secondary market, in terms
of circular reference No.
SEBI/HO/MRD/MRD-PoD-
55 Circular No. SEBI/HO/DDHS/PoD2/P/CIR/2023/106 dated June 27, 2023
Page 113 of 188
No. Method Specific conditions, if any, applicable
3/P/CIR/2023/10 dated
January 10, 2023.
4. Rights issue to public Sponsor(s) / Manager / and their
unitholders associates/related parties and Sponsor Group
unitholders shall forgo their entitlement to units
that may arise from such issue.
5. Bonus Issue to public Sponsor(s) / Manager / and their
unitholders associates/related parties and Sponsor Group
unitholders shall forgo their entitlement to units
that may arise from such issue.
6. Allotment of units under
Institutional placement
7. Sale of units held by i. Sponsor(s) / Manager / and their
Sponsor(s) / Manager / and associates/related parties and Sponsor
their associates/related Group can use either the mechanism
parties and Sponsor Group specified at Sl. No. 7(i) or 7(ii) to comply with
in the open market in any minimum public unitholding requirements,
one of the following ways, but not both.
subject to compliance with
the conditions specified: ii. The Manager of the REIT shall, at least one
trading day prior to every such proposed
i. Sponsor(s) / Manager / sale, announce the following details to the
and their stock exchange(s) where its units are listed:
associates/related a) the intention of the Sponsor(s) /
parties and Sponsor Manager/ and their associates/ related
Group can sell up to 2% parties and Sponsor Group to sell and
of the total paid-up unit the purpose of sale;
capital of the REIT, b) the details of Sponsor(s) / Manager/ and
subject to five times’ their associates/ related parties and
average monthly trading
Page 114 of 188
No. Method Specific conditions, if any, applicable
volume of the units of the Sponsor Group, who propose to divest
REIT, every financial their unitholding;
year till the due date for c) total number of units and percentage of
minimum public unitholding in the REIT that is proposed
unitholding requirement to be divested; and
as per REIT Regulations d) the period within which the entire
(or) divestment process will be completed.
ii. Sponsor(s) / Manager / iii. The Manager of the REIT shall also give an
and their undertaking to the recognized stock
associates/related exchange(s) obtained from the Sponsor(s) /
parties and Sponsor Manager/ and their associates/ related
Group can sell upto a parties and Sponsor Group that they shall
maximum of 5% of the not buy any units in the open market on the
paid-up unit capital of dates on which the units are being sold by
the REIT during a them as stated above.
financial year subject to
the condition that the iv. The REIT, its Sponsor(s) / Manager/ and
public unitholding in the their associates/ related parties and
REIT shall become 25% Sponsor Group shall ensure compliance
after completion of such with all applicable legal provisions including
sale. The sale can be a that of the Securities and Exchange Board
single tranche or in of India (Prohibition of Insider Trading)
multiple tranches not Regulations, 2015 and REIT Regulations.
exceeding a period of 12
months and the amount
of units to be sold shall
not exceed the trading
volume of the units of the
REIT during the
Page 115 of 188
No. Method Specific conditions, if any, applicable
preceding 12 months
from the date of
announcement.
8. Transfer of units held by The Manager of the REIT shall, at least one
Sponsor(s) / Manager / and trading day prior to such proposed transfer,
their associates/related announce the following details to the stock
parties and Sponsor Group exchange(s) where its units are listed:
to an Exchange Traded Fund i. the intention of the Sponsor(s) / Manager/
(ETF) managed by a SEBI- and their associates/ related parties and
registered mutual fund, Sponsor Group to transfer units and the
subject to a maximum of 5% purpose of such transfer;
of the paid-up unit capital of ii. the details of Sponsor(s) / Manager/ and
the REIT. their associates/ related parties and
Sponsor Group who propose to transfer
their units in the REIT;
iii. total number of units and percentage of
unitholding proposed to be transferred; and
iv. Details of the ETF to which units are
proposed to be transferred by the
Sponsor(s) / Manager/ and their associates/
related parties and Sponsor Group.
The Manager of the REIT shall also give an
undertaking to the recognized stock
exchange(s) obtained from the Sponsor(s) /
Manager/ and their associates/ related parties
and Sponsor Group that they shall not
subscribe to the units of such ETF to which units
have been transferred by Sponsor(s) / Manager
/ and their associates/related parties and
Page 116 of 188
No. Method Specific conditions, if any, applicable
Sponsor Group entities for the purpose of MPS
compliance.
9. Any other method as may The Manager of the REIT shall approach the
be approved by the Board Board with an application containing relevant
on a case to case basis. details to obtain prior permission.
The Board would endeavour to communicate its
decision within thirty days from the date of
receipt of the proposal or the date of receipt of
additional information as sought from the
Manager of the REIT.
17.3. The Stock Exchange(s) shall monitor the methods adopted by REITs to increase their
public unitholding and comply with minimum public unitholding requirements in terms
of this circular. Non-compliance, if any, observed by the Stock Exchange(s) with
respect to the method(s) and / or conditions prescribed herein, shall be reported to
SEBI on a quarterly basis.
Page 117 of 188
Chapter 18. Board nomination rights to unitholders of REITs56
18.1. Regulation 4(2)(g) of SEBI (Real Estate Investment Trusts) Regulations, 2014
(“REIT Regulations”) inter-alia provides that unitholder(s) holding not less than ten
percent of the total outstanding units of the REIT, either individually or collectively,
shall be entitled to nominate one director on the board of directors of the Manager,
in the manner as may be specified by the Board.
18.2. Accordingly, the framework to exercise board nomination rights by the Eligible
Unitholder(s) is as follows:
18.2.1. Definitions
a) “Eligible Unitholder(s)” shall mean unitholder(s) holding ten percent or
more of the total outstanding units of the REIT, either individually or
collectively.
b) “Unitholder Nominee Director” shall mean a non-independent director
nominated by Eligible Unitholder(s) on the Board of Directors of the
Manager.
18.2.2. Conditions for Nomination of a Unitholder Nominee Director
a) Eligible Unitholder(s) shall have the right, but not the obligation, to
nominate any person for appointment as Unitholder Nominee Director.
b) Eligible Unitholder(s) shall be entitled to nominate only one Unitholder
Nominee Director, subject to the unitholding of such Eligible Unitholder(s)
exceeding the specified threshold. If the right to nominate one or more
directors on the Board of Directors of the Manager is available to any
entity (or to an associate of such entity) in the capacity of shareholder of
56 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/154 dated September 11, 2023
Page 118 of 188
the Manager or lender to the Manager or the REIT (or its HoldCo(s) or
SPVs), then such entity in its capacity as unitholder, shall not be entitled
to nominate or participate in the nomination of a Unitholder Nominee
Director.
[Provided that the above restriction relating to the right to nominate a
Unitholder Nominee Director shall not be applicable if the right to appoint
a nominee director is available in terms of clause (e) of sub-regulation (1)
of regulation 15 of the SEBI (Debenture Trustees) Regulations, 1993.]57
c) If the unitholding of more than one unitholder is aggregated for the
purpose of qualifying as Eligible Unitholder(s) to exercise the right to
nominate a Unitholder Nominee Director, then such unitholders shall not
be eligible to participate in any other group of Eligible Unitholder(s).
d) The Board of Directors of the Manager shall formulate and adopt a policy
in relation to the qualifications and criteria for appointment and evaluation
parameters of individuals nominated for Unitholder Nominee Director.
The policy shall also specify remuneration / sitting fees, process of
removal or resignation of Unitholder Nominee Directors and the role of
the Nomination and Remuneration Committee and/or the Board of
Directors in such matters. Such policy shall be made available on the
website of the REIT.
e) Unitholder Nominee Directors shall recuse themselves from voting on any
transaction where either such director, such director’s associates or the
Eligible Unitholder(s) who nominated him / her or associate of such
Eligible Unitholder(s) is a party.
18.2.3. Nomination by unitholders on an annual basis
57 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/108 dated August 06, 2024
Page 119 of 188
a) The Manager shall send a written intimation to all unitholders on their
email address(es) registered either with the Manager or with any
depository, within ten days from the end of each financial year, requesting
them to inform the Manager if any Eligible Unitholder(s) wish to exercise
the right to nominate a Unitholder Nominee Director.
b) Notice by Eligible Unitholder(s) who wish to exercise the board
nomination right:
The following provisions shall be applicable in regard to the notice by
Eligible Unitholder(s) to the Manager and for appointment of the
Unitholder Nominee Director.
(i) Eligible Unitholder(s) who wish to exercise this right shall inform the
Manager through a written notice within ten days of receipt of the
intimation from the Manager. The Eligible Unitholder(s) shall be
reckoned based on the unitholding pattern of the REIT as on March
31st of the financial year.
(ii) The Eligible Unitholder(s) shall inform the Manager of the REIT in
writing of their proposed candidate for the Unitholder Nominee
Director along with following details:
(a) name of the candidate
(b) DIN of the candidate
(c) a brief profile of the candidate, including age, educational
qualifications, professional qualifications, nationality,
occupation, address, experience in the sector and sub-sector
in which the REIT operates and directorship in other entities,
together with back-up documents
Page 120 of 188
(d) details of any outstanding criminal action, regulatory action or
material civil litigation against the candidate
(e) details required under The Companies Act, 2013 to facilitate
the Manager for filing of Form DIR-12
(f) confirmations in relation to eligibility of the candidate as set out
in paragraph 18.2.9.
(iii) If multiple unitholders are aggregating their unitholding for the
purpose of nomination right then such notice shall also identify up to
two unitholders as authorized representative of the group of Eligible
Unitholder(s). Any communication by such authorized
representatives to the Manager for the purpose of such nomination
shall be deemed to be on behalf of, and representative of the
interests of, the entire group of Eligible Unitholder(s).
(iv) The notice shall also set out the names, demat account details and
unitholding of the Eligible Unitholder(s). The notice shall also contain
a specific acknowledgement from the Eligible Unitholder(s) that their
unitholding shall be maintained at atleast ten percent of the total
outstanding units of the REIT, failing which they shall lose the right
to have their Unitholder Nominee Director on the Board of Directors
of the Manager.
(v) The eligibility of a Unitholder Nominee Director shall be confirmed
by the Manager, based on the evaluation done by the Nomination
and Remuneration Committee and/or the Board of Directors of the
Manager in line with the policy formulated in this regard, within ten
days of receipt of notice from Eligible Unitholder(s).
Page 121 of 188
(vi) Once the eligibility of a Unitholder Nominee Director is confirmed,
the Manager shall take necessary steps to complete the
appointment of such director on the Board of Directors within thirty
days from the date of such confirmation. The Manager shall ensure
that the appointment of the Unitholder Nominee Director is in
compliance with the requirements with respect to the composition of
the Board of Directors under the REIT Regulations and other
applicable laws.
(vii) If the candidate proposed is not eligible or not found suitable based
on the evaluation done by the Nomination and Remuneration
Committee and/or the Board of Directors of the Manager in line with
the policy formulated in this regard, the reasons shall be recorded in
writing and shall be communicated by the Manager to the Eligible
Unitholder(s) within ten days of receipt of notice from Eligible
Unitholder(s). In such case, the Eligible Unitholder(s) may submit
another candidate within a period of ten days from the receipt of such
communication from the Manager.
18.2.4. A Unitholder Nominee Director shall continue to remain on the Board of
Directors of the Manager unless:
(a) the nomination is withdrawn by Eligible Unitholder(s) or
(b) change in the Unitholder Nominee Director is requested by Eligible
Unitholder(s) or
(c) the unitholding of Eligible Unitholder(s) falls below the required
threshold consequent to which the Unitholder Nominee Director resign
/ step down from the Board of Directors of the Manager or
(d) the Unitholder Nominee Director is unable to serve or resign or is
removed from the Board of Directors of the Manager for any reason
including the reasons set out in this circular.
Page 122 of 188
18.2.5. If any unitholder(s) acquires/holds units of the prescribed threshold of ten
percent unitholding or more during a particular financial year, then such
unitholder(s) shall be entitled to exercise the nomination right only in the
following financial year as per the process mentioned in paragraph 18.2.3
above.
18.2.6. Review of Unitholding of Eligible Unitholder(s) by the Manager
a) The Manager of the REIT shall, within ten days from the end of each
calendar month, review whether the Eligible Unitholder(s) who have
exercised the board nomination right, continue to have/hold the required
number of units of REIT and make a report of the same. The Manager of
the REIT shall submit such report to the Trustee of the REIT.
b) On review by the Manager, if it is found that Eligible Unitholder(s) do not
have/hold the required number of units, then the Manager shall inform the
same to the Trustee, such unitholder(s) and the Unitholder Nominee
Director. The Manager and such Unitholder(s) shall require the relevant
Unitholder Nominee Director nominated by such Unitholder(s) to resign /
step down from the Board of Directors of the Manager forthwith and such
Unitholder Nominee Director shall accordingly resign / step down from the
board.
18.2.7. Change in Unitholder Nominee Director or withdrawal of nomination
a) If an Eligible Unitholder or a group of Eligible Unitholders propose to
withdraw their nomination for the Unitholder Nominee Director that has
been appointed on the Board of Directors of the Manager, then such
Eligible Unitholder(s), or their authorized representatives, shall inform the
Manager and the Unitholder Nominee Director of the same, and the
Page 123 of 188
Unitholder Nominee Director shall resign / step down from the Board of
Directors of the Manager forthwith.
b) If an Eligible Unitholder or a group of Eligible Unitholders propose to
change a Unitholder Nominee Director who has been appointed on the
Board of Directors of the Manager, then such Eligible Unitholder(s), or
their authorized representatives, shall inform the Manager of the
proposed candidate in the manner set out in paragraph 18.2.3(b)(ii) to (iv)
of this Chapter. The Manager shall evaluate the proposed candidate and
the provisions of paragraph 18.2.3(b)(v) to (vii) of this Chapter shall apply.
18.2.8. Vacating of office of a Unitholder Nominee Director
a) If at any time, the individual or collective unitholding of the Eligible
Unitholder(s), who have nominated a Unitholder Nominee Director, falls
below ten percent of the total outstanding units of the REIT, then the
Eligible Unitholder(s) shall, notwithstanding the requirement contained in
paragraph 18.2.6 above, immediately inform the Manager within two
working days from such change and the Unitholder Nominee Director
shall resign / step down from the Board of Directors of the Manager within
two working days from such change.
b) If the individual or collective unitholding of the Eligible Unitholder(s), who
have nominated a Unitholder Nominee Director, falls below ten percent of
the total outstanding units of the REIT on account of any fresh issuance
of units by REIT, then the Eligible Unitholder(s) shall, notwithstanding the
requirement contained in paragraph 18.2.6 above, immediately inform the
Manager within two working days from the date of allotment of fresh units
of the REIT and the Unitholder Nominee Director shall resign / step down
from the Board of Directors of the Manager within two working days from
such date of allotment.
Page 124 of 188
c) In case of death or permanent disability of a Unitholder Nominee Director,
the Eligible Unitholder(s) that nominated such Unitholder Nominee
Director may propose another individual as a replacement in the manner
described in paragraph 18.2.3(b) (ii) to (vii) of this Chapter.
d) The Board of Directors (including the Nomination and Remuneration
Committee) shall have the power to remove a Unitholder Nominee
Director from office, for reasons to be recorded in writing, including if the
Unitholder Nominee Director ceases to meet the eligibility criteria or other
requirements, including as set out in the policy adopted by the Manager
under paragraph 18.2.2(d) of this Chapter.
18.2.9. Eligibility criteria for Unitholder Nominee Directors
(a) The following eligibility requirements should be fulfilled by the candidates
proposed to be considered for appointment as Unitholder Nominee
Directors. The Manager may supplement these requirements as it deems
fit, through the policy adopted under paragraph 18.2.2(d) of this circular.
(i) The person should be “fit and proper” based on the criteria specified
under Schedule II of the Securities and Exchange Board of India
(Intermediaries) Regulations, 2008, as amended.
(ii) The person is not a willful defaulter or fraudulent borrower, or a
promoter or director or person in control of a company or entity
categorized as such by any bank or financial institution in accordance
with the guidelines prescribed by the Reserve Bank of India.
(iii) The person’s name does not appear under any list of disqualified
directors issued by the Ministry of Corporate Affairs and is not debarred
Page 125 of 188
from acting as a director or member of management by any court,
regulatory or supervisory authority.
(iv) The person is not debarred from accessing the capital markets by the
Board or any other authority.
(v) The person is not or has not been a promoter or director or person in
control of any company or entity which has been debarred from
accessing the capital markets by the Board or any other authority.
18.3. Reporting and Monitoring
The Manager of the REIT shall, within ten days from the end of each calendar
month, review whether the Eligible Unitholder(s) who have exercised the board
nomination right, continue to have/hold the required number of units of REIT and
make a report of the same. The Manager of the REIT shall submit such report to
the Trustee of the REIT.
Page 126 of 188
Chapter 19. Procedural framework for dealing with unclaimed amounts lying
with REITs and manner of claiming such amounts by unitholders58
19.1. Regulation 18(16)(b) of the SEBI (Real Estate Investment Trusts) Regulations,
2014 (‘REIT Regulations’), mandate that not less than ninety percent of Net
Distributable Cash Flows (NDCFs) of the REIT shall be distributed to the
unitholders.
19.2. Regulation 18(16)(c) of the REIT Regulations, inter-alia, provides the timelines for
distributions that such distributions to be made by the REIT, shall be declared and
made not less than once every six months in every financial year and shall be
made not later than fifteen days from the date of such declaration.59 However, in
certain cases it has been observed that the distribution amounts remained
unclaimed or unpaid because of various reasons, including failure to update
account details by the unitholders.
19.3. In order to deal with any amount remaining unclaimed or unpaid out of distributions
(hereinafter such amounts shall be referred to as ‘unclaimed amounts’), Regulation
18(16)(f) of the REIT Regulations, was inserted, as under:
“any amount remaining unclaimed or unpaid out of the distributions declared by a
REIT in terms of sub-clause (c), shall be transferred to the ‘Investor Protection and
Education Fund’ constituted by the Board in terms of section 11 of the Act, in such
manner as may be specified by the Board.”
19.4. Further, Regulation 18(16)(g) of the REIT Regulations, provides that, ‘the
unclaimed or unpaid amount of a person that has been transferred to the Investor
Protection and Education Fund in terms of sub-clause (f), may be claimed in such
manner as may be specified by the Board’.
58 Circular No. SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/177 dated November 08, 2023
59 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 November 13, 2024
Page 127 of 188
19.5. In order to define the manner of handling the unclaimed amounts lying with the
REITs, transfer of such amounts to the IPEF and claim thereof by the unitholders,
necessary amendments were made to Regulations 4(1) and 5(3) of the SEBI
(Investor Protection and Education Fund) Regulations, 2009 (IPEF Regulations).
19.6. Regulation 5(3)(ii) of the IPEF Regulations, inter-alia, provides that the unclaimed
amounts credited to the IPEF shall be utilised for refund to the entities which
transferred the said amounts, pursuant to their making payment to eligible and
identifiable investors and making a claim to the Fund. Hence, an application for
claim of entitled amounts needs to be made by a unitholder to the REIT which shall
process the claim and then seek refund from the Board for the said amount.
19.7. A framework defining the procedure to be followed by an REIT for transfer of
unclaimed amounts, initially to an Escrow Account and subsequently, to the IPEF
and claim thereof by a unitholder, has been provided as Annexure - 14.
19.8. Further, for REITs having unclaimed amounts for less than 7 years, as on February
29, 2024, shall start computing interest, as per provisions of Part I of Annexure -
14, from March 1, 2024. For REITs which shall be holding unclaimed amounts for
more than 7 years, as on February 29, 2024, shall transfer the unclaimed amounts
of the unitholders to IPEF, in compliance with the provisions of Part II of Annexure
- 14, on or before March 31, 2024.
Page 128 of 188
Chapter 20. Format of Quarterly Report and Compliance Certificate60
20.1. Regulation 9(3) of the Securities and Exchange Board of India (Real Estate
Investment Trusts) Regulations, 2014 (“REIT Regulations”) requires as under:
“The trustee shall oversee activities of the manager in the interest of the unit
holders, ensure that the manager complies with regulation 10 and shall obtain
compliance certificate from the manager in the form as may be specified on a
quarterly basis.”
20.2. Regulation 10(18)(a) of the REIT Regulations requires as under:
“The manager shall submit to the trustee,-
(a) quarterly reports on the activities of the REIT including receipts for all funds
received by it and for all payments made, position on compliance with these
regulations, specifically including compliance with regulations 18,19 and 20,
performance report, status of development of under-construction properties,
within thirty days of end of such quarter;”
20.3. To ensure uniformity across the industry, Indian REITs Association (“IRA”), in
consultation with SEBI, shall specify the format of quarterly report and compliance
certificate required to be submitted by the Manager of the REIT to the Trustee
under Regulation 10(18)(a) and Regulation 9(3) of the REIT Regulations
respectively, and publish it on its website. Any future changes to this format shall
be made by IRA in consultation with SEBI, prior to implementation.
20.4. All REITs shall follow the aforementioned format specified by IRA to ensure
compliance with Regulation 10(18)(a) and Regulation 9(3) of the REIT
Regulations.
60 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 November 13, 2024
Page 129 of 188
Annexures
Page 130 of 188
Annexure - 1 .61
[see Chapter 2]
FORMATS OF DUE DILIGENCE CERTIFICATES
FORM A
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER ALONG WITH DRAFT OFFER DOCUMENT
To,
Securities and Exchange Board of India
Dear Sirs,
Sub.: Public Issue of ………………… by………………………. (Name of the REIT)
We, the lead merchant banker(s) to the above mentioned forthcoming issue, state and
confirm as follows:
(1) We have examined various documents including those relating to litigation like
commercial disputes, patent disputes, disputes with collaborators, etc. and other
material in connection with the finalization of the offer document pertaining to the said
issue;
(2) On the basis of such examination and the discussions with the REIT, its Sponsor(s)
and/or sponsor group and Manager, directors and other officers, other agencies, and
independent verification of the statements concerning the terms of the issue, price
justification and the contents of the documents and other papers furnished by the
Manager, we confirm that:
(a) the draft offer document filed with the Board is in conformity with the documents,
materials and papers relevant to the issue;
(b) all the legal requirements relating to the issue as also the regulations guidelines,
instructions, etc. framed/issued by the Board, the Central Government and any
other competent authority in this behalf have been duly complied with; and
(c) the disclosures made in the draft offer document are true, fair and adequate to
enable the investors to make a well informed decision as to the investment in the
proposed issue and such disclosures are in accordance with the requirements
of the REIT Regulations, circulars, guidelines issued thereunder and other
applicable legal requirements.
61 Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016
Page 131 of 188
(3) We confirm that besides ourselves, all the intermediaries named in the draft offer
document are registered with the Board and that till date such registration is valid.
(4) We have satisfied ourselves about the capability of the underwriters to fulfill their
underwriting commitments, if any.
(5) We certify that written consent from sponsors and/or sponsor group has been
obtained for inclusion of their units as part of sponsors and/or sponsor group
contribution and for holding of the units for the specified period.
(6) We certify that the proposed activities of the REIT for which the funds are being
raised in the present issue fall within the objectives of the Trust as specified in the
Trust Deed of the REIT.
(7) We confirm that necessary arrangements have been made to ensure that the
moneys received pursuant to the issue are kept in a separate bank account and that
such moneys shall be released by the said bank only after permission is obtained
from all the stock exchanges mentioned in the offer document. We further confirm
that the agreement entered into between the bankers to the issue and the Manager
on behalf of the REIT specifically contains this condition.
(8) We certify that the following disclosures have been made in the draft offer document:
(a) An undertaking from the Manager on behalf of the REIT that at any given time,
there shall be only one denomination for the units of the REIT and
(b) An undertaking from the Manager on behalf of the REIT that it shall comply
with such disclosure and accounting norms specified by the Board from time
to time.
(9) We enclose a note explaining how the process of due diligence has been exercised
by us with respect to the nature of the assets, the risk factors, net worth and experience
of the sponsor/ manager, experience of the key personnel, etc.
(10) We enclose a checklist confirming regulation-wise compliance with the applicable
provisions of the REIT Regulations, containing details such as the regulation
number, its text, the status of compliance, page number of the draft offer document
where the regulation has been complied with and our comments, if any.
(11) We enclose a checklist confirming clause-wise compliance with the guidelines for
public offer issued under the REIT Regulations.
(12) We certify that profits from related party transactions have arisen from legitimate
business transactions.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 132 of 188
FORM B
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER AT THE TIME OF FILING OFFER DOCUMENT WITH THE BOARD AND
THE DESIGNATED STOCK EXCHANGE
To,
Securities and Exchange Board of India
Dear Sirs,
Sub.: Public Issue of ……………….. by ……………………… (Name of the REIT)
(1) This is to certify that the offer document filed with the Board and Stock Exchanges
has been suitably updated and that the said offer document contains all the material
disclosures in respect of the REIT as on the said date.
(2) We confirm that the registrations of all the intermediaries named in the offer
document are valid as on date and that none of these intermediaries have been
debarred from functioning by any regulatory authority.
(3) We confirm that agreements have been entered into with both the depositories for
dematerialisation of the units of the REIT.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 133 of 188
FORM C
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER IMMEDIATELY BEFORE OPENING OF THE ISSUE
To,
Securities and Exchange Board of India
Dear Sirs,
Sub.: Public Issue of ……………………. by ……………………. (Name of the REIT)
(1) This is to certify that all the material disclosures in respect of the REIT as on the
date of opening of the issue have been made through the offer document filed with
the Board and designated stock exchange and subsequent amendments/
advertisements (if applicable) dated …...... (Details of advertisements to be
enclosed), We confirm:
(a) that the registrations of all the intermediaries named in the offer document, are
valid as on date and that none of these intermediaries have been debarred
from functioning by any regulatory authority as on date.
(b) that the abridged version of the offer document contains all the disclosures as
specified in the REIT Regulations and circulars thereunder.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 134 of 188
FORM D
FORMAT OF DUE DILIGENCE CERTIFICATE TO BE GIVEN BY MERCHANT
BANKER ALONG WITH FINAL POST ISSUE REPORT
To,
Securities and Exchange Board of India
Dear Sirs,
Sub.: Public issue of …………………… by ……………………… (Name of REIT)
We, the under noted post issue lead merchant bankers to the abovementioned issue state
as follows:
(1) We confirm that –
(a) For the units offered for lock-in, non-transferability details have been informed
to the depositories;
(b) details of lock-in have been provided to all the stock exchanges on which units
are to be listed, before the listing of the units.
(2) We certify that units included as minimum sponsors and/or sponsor group
contribution and the units in excess of minimum sponsors and/or sponsor group
contribution have been locked-in in terms of Regulation 11 of the REIT Regulations.
(3) We certify that provisions regarding lock-in of units held by persons other than
sponsors have been duly complied with in accordance with REIT Regulations.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 135 of 188
Annexure - 2 .62
[see Chapter 2]
FORMATS OF POST ISSUE REPORTS
PART A
FORMAT OF INITIAL POST ISSUE REPORT FOR PUBLIC ISSUE
Subscription Status: (Subscribed/ Undersubscribed)
Note: It is the responsibility of merchant banker(s) to give correct information after verifying
it from the Manager and the registrar to the issue.
(1) Name of the REIT :
(2) Issue opening date :
(3) Earliest closing date :
(4) Actual closing date :
(5) Date of filing offer document with Board :
(6) Issue Details (as per the offer document)
(a) Offer price per unit :
(b) Issue size: (Rs lakhs)
i. Sponsors and/or sponsor group contribution :
ii. Amount through offer document:
(c) Provisional subscription details of public offer
i. Total amount to be collected on application: Rs lakhs
ii. Amount collected on application: Rs lakhs
iii. % subscribed i.e. % of (ii) to (i): (%)
(7) Please tick mark whether 90% minimum subscription of the amount through offer
document is collected. (i) YES (ii) NO
Signed by Signed by Signed by
Registrars to the Issue Manager on behalf of the REIT Merchant Banker(s)
Date:
Place:
62 Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016
Page 136 of 188
PART B
FORMAT OF FINAL POST ISSUE REPORT FOR PUBLIC ISSUE
Subscription Status: (Subscribed / Undersubscribed)
Notes:
(1) It is the responsibility of merchant banker(s) to give correct information after verifying
the facts from the manager and the registrar to the issue.
(2) The merchant banker(s) shall enclose a certificate from the refund banker that the
amount of refund due to investors is deposited in a separate account giving details of
the total amount deposited in the account and date of deposit.
(I) IN CASE OF SUBSCRIBED ISSUE:
(1) Name of the REIT :
(2) Issue opening date :
(3) Actual closing date :
(4) Issue Details (as per the offer document) :
(a) Offer price per unit :
(b) Issue Size : Rs. in lakhs
(5) 3-Day Report :
(a) Due on :
(b) Submitted on :
(6) No. of collecting banks:
(Also specify no. of bank branches)
(7) Bank-wise names of branches which did not submit final consolidated certificates
from closure of issue and mention the dates when they actually submitted :
(8) Subscription Details -
(i) No. of applications recd. :
(ii) No. of units applied for :
(iii) Amount of subscription received : Rs.
(iv) No. of times issue subscribed :
(9) Actual Date of finalisation of Basis of Allotment (enclose copy) :
(10) Allotment Details :
(a) No. of successful allottees :
(b) No. of unsuccessful allottees :
(11) Actual Date(s) of completion of :
(a) Allotment :
(b) Refund :
(c) Reasons for delay in allotment/refund, if any :
(d) Whether interest paid for delayed period, if so, for which period :
Page 137 of 188
(12) Amount of refund due : Rs.
(13) Refund Banker(s) (Name and Address):
(14) Date of transfer of refund amount to Refund Banker, if any :
(15) Name of Designated Stock Exchange :
(16) Names of other stock exchanges where listing is sought :
(17) Date on which application was filed with each stock exchange for listing of units :
(18) Date when listing and trading permission given by each stock exchange (Enclose
copies of permission letters of stock exchanges) :
(19) Reasons for delay in listing of units for trading, if any :
(II) IN CASE OF UNDER SUBSCRIBED ISSUE:
(1) If the issue is underwritten, mention the amount of issue underwritten :
(2) Extent of under subscription on the date of closure of the issue
(a) Percentage :
(b) Amount :
(3) Total no. of underwriters :
(4) If devolvement notices had not been issued, mention how the shortfall was met :
(5) No. of underwriters to whom devolvement notices had been issued :
(6) Date of issue of devolvement notices :
(7) No. of underwriters who did not pay devolvement (Please give names, amount
underwritten and reasons for not paying) :
(8) In case of default from underwriters, mention how the shortfall was met :
(9) In case where FIs/ MFs had subscribed to make up shortfall not as underwriter :
(a) Name of FI/MF :
(b) No. of units applied for :
(c) Amount received :
Certified that the information given above and also in the enclosures are true to the best of
our knowledge and no refunds/ allotment are pending in respect of the issue.
Certified that units to be locked in are flagged in the depository system as “units cannot be
hypothecated / transferred / sold till .........”
Signed by Signed by Signed by
Registrars to the Issue Manager of behalf of the REIT Merchant Banker(s)
Place:
Date:
Page 138 of 188
Annexure - 3 .63
[see Chapter 2]
FORMAT OF ABRIDGED VERSION OF THE OFFER DOCUMENT
1. Summary of the terms of the issue
Name of the REIT
Name of the sponsor(s), Manager, Trustee
Contact details of the Manager
Contact details of the Merchant Banker(s)
Listing ( including name of stock Exchange(s) where it will be
listed and timeline for listing)
Issue Size
Option to retain oversubscription ( Amount )
Issue Price
Face Value
Minimum Application and in multiples of __ units thereafter
Issue Timing
1. Issue Opening Date
2. Issue Closing Date
3. Pay-in Date
4. Expected Date of Allotment
Issuance mode of the Instrument
Depository
Objects of the Issue
Brief description of the assets under the REIT
Relevant Financial ratios
Capital structure of the REIT assets
Brief details of valuation of each asset
Brief description of ROFR, if any
Brief details of policy of distributions to the unit holders
Brief details of fee and expenses charged or chargeable to the
REIT
2. Top 5 risk factors
63 Circular No. CIR/IMD/DF/136/2016 dated December 19, 2016
Page 139 of 188
Annexure - 4 .64
[see Chapter 4]
For Financial Year (FY) _________
All complaints SCORES
including SCORES complaints
complaints
Number of investor complaints pending
at the beginning of the year.
Number of investor complaints
received during the year.
Number of investor complaints
disposed of during the year.
Number of investor complaints pending
at the end of the year.
Average time taken for redressal of
complaints
For Quarter Ending (QE) _________
All complaints SCORES
including SCORES complaints
complaints
Number of investor complaints
pending at the beginning of the
Quarter.
Number of investor complaints
received during the Quarter.
Number of investor complaints
disposed of during the Quarter.
Number of investor complaints pending
at the end of the Quarter.
Average time taken for redressal of
complaints for the Quarter
64 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/599 dated July 22, 2021
Page 140 of 188
Complaints pending during FY FY/QE__________
Less 1–3 3-6 6-9 9-12 Greater Total
than 1 months months months months than 12
month months
All
complaints
SCORES
complaints
Complaints resolved during FY/QE
__________
Less 1–3 3-6 6-9 9-12 Greater Total
than 1 months months months months than 12
month months
All
complaints
SCORES
complaints
Page 141 of 188
Annexure - 5 .65
[see Chapter 10]
Disclosures to be made by the issuer
1. Disclaimer to the effect that the preliminary placement document and placement
document relates to an issue being made to institutional investors under the REIT
Regulations and applicable guidelines and that no issue is being made to the public
or any other class of investors.
2. Market Price Information
2.1. Disclose particulars of:
i. high, low and average market prices of units of the REIT during the
preceding three years or since the date of listing, as applicable, until
the date of the preliminary placement document and placement
document;
ii. monthly high and low prices for the six months preceding the date of
filing of the preliminary placement document and placement
document, as applicable;
iii. number of units traded on the days when high and low prices were
recorded in the relevant stock exchange during period of (a) and (b)
above, and total volume traded on those dates;
2.2. The stock market data specified in paragraph 2.1 above shall be shown
separately for periods marked by a change in capital structure, with such
period commencing from the date the concerned stock exchange recognizes
the change in the capital structure
2.3. The market price immediately after the date on which the resolution of the
board of directors of the manager of the issuer approving the institutional
placement was passed.
2.4. Valuation report which forms the basis for calculation of issue price for
infrequently traded units.(if applicable)
3. The preliminary placement document and placement document shall contain the
disclosures as specified under schedule III of the REIT Regulations in the following
manner:
65 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/142 dated November 27, 2019
Page 142 of 188
a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16 and
18 shall be made in the preliminary placement document and placement
document.
b) The disclosures in clause (a) above may be incorporated by reference to
disclosures made in any previous offer document or placement
memorandum or placement document or annual report duly published by
the REIT:
Provided that the link(s) to such document wherever available, including on
the website of the issuer, stock exchanges or SEBI, shall also be provided.
Provided further that any modification/update in the information provided in
such documents shall be suitably incorporated in the disclosure document.
4. Terms of the issue:
a) Objects of the issue.
b) If the objects of the issue involve financing of any new asset(s), description
of such asset(s) as per disclosures required under clause 6 of the Schedule
III of the REIT Regulations.
c) If the objects are not being financed solely through the issue proceeds, the
details of other financing arrangements for fulfilling the objects of the issue.
5. Related Party Transactions:
a) Disclosure as per clause 9 of the Schedule III of the REIT Regulations,
which may be incorporated by reference to disclosures made in any
previous offer document or placement memorandum or placement
document.
b) Any disclosures made regarding related party transactions shall also be
incorporated by reference to such disclosures.
c) Link(s) to document(s) at (a) and (b) above wherever available, including
on the website of the REIT, stock exchanges, shall be provided.
6. Valuation:
a) Summary of valuation of the assets proposed to be financed through
proceeds of the issue
b) Valuation methodology.
c) Frequency of valuation and declaration of NAV.
d) Any disclosures made regarding valuation since the initial offer shall also
be incorporated by reference to such disclosures.
e) Link(s) to document(s) at (d) above wherever available, including on the
website of the REIT, stock exchanges, shall be provided.
Page 143 of 188
f) The valuation report of the asset to be financed through proceeds of the
issue, if any, shall be provided along with the preliminary placement
document and placement document.
7. Financials:
a) Disclosure as per clauses 11(a), 11(b), 11(c) and 11(e) of the Schedule III
of the REIT Regulations:
[Provided that if the REIT has undertaken any acquisition or disposal of any
material assets after the latest period for which the financial information is
disclosed in the placement document but before the date of placement
document, the pro forma financial statements shall be prepared and
certified by statutory auditors for the last completed financial year and the
stub period (if any).
b) Summary of the audited standalone financial statements of the assets
proposed to be acquired for the previous three years and the stub period (if
any)
c) Disclosure as per clause (a) above may be incorporated by reference to
any public disclosures of financials made under the REIT Regulations or
any circular issued thereunder, along with link(s) to such disclosure(s)
wherever available, including on the website of the REIT, stock
exchanges.]66
8. Distribution including the manner of calculation of the net distributable cash flows,
history of distributions made in the last three financial years or from the date of
listing of the REIT and the policy, if any.
9. Other disclosures:
a) Unit holding pattern
b) Review of Credit Rating
c) Grievance redressal mechanism
d) The disclosures in clause (a), (b) and (c) above may be incorporated by
reference to any public disclosures made under the REIT Regulations or
any circular issued thereunder, along with link(s) to such disclosure(s)
wherever available, including on the website of the REIT, stock exchanges.
10. Declarations (to be signed by the board of directors of the manager and the trustee)
11. [The lead merchant banker shall ensure that the information contained in the draft
placement document and placement document and the particulars as per audited
financial statements are not more than six months old from the issue opening date:
66 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020
Page 144 of 188
Provided that REITs which are in compliance with REIT Regulations and guidelines
issued thereunder may file unaudited financials with limited review for the stub
period in the current financial year, subject to making necessary disclosures in this
regard including risk factors.]67
67 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020
Page 145 of 188
Annexure - 6 .68
[see Chapter 11]
Disclosures in a letter of offer
1. Disclaimer to the effect that the letter of offer relates to an issue being made to existing
unit holders as on record date under the REIT Regulations and these guidelines.
2. The draft letter of offer and the letter of offer shall contain the disclosures as specified
under Schedule III of the REIT Regulations in the following manner:
a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16 and 18 shall
be made in the letter of offer.
b) The disclosures in clause (a) above may be incorporated by reference to
disclosures made in any previous offer document or placement memorandum or
placement document or annual report duly published by the REIT:
Provided that the link(s) to such document wherever available, including on the
website of the REIT, stock exchanges or SEBI, shall also be provided.
Provided further that any modification/update in the information provided in such
documents shall be suitably incorporated in the draft letter of offer and the letter
of offer.
3. Terms of the issue:
a) Objects of the issue.
b) If the objects of the issue involve financing of any new asset(s), description of such
asset(s) as per disclosures required under clause 6 of the Schedule III of the REIT
Regulations.
c) If the objects are not being financed solely through the issue proceeds, the details
of other financing arrangements for fulfilling the objects of the issue.
4. Intention and extent of participation by the sponsor(s), their associates and members
of the sponsor group, in the issue with respect to:
a) their rights entitlement
b) the unsubscribed portion over and above their rights entitlement:
68 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/09 dated January 17, 2020
Page 146 of 188
Provided that such participation shall not result in a breach of the minimum public
unitholding requirement.
5. Related Party Transactions:
a) Disclosure as per clause 9 of the Schedule III of the REIT Regulations, which may
be incorporated by reference to disclosures made in any previous offer document
or placement memorandum or placement document.
b) Any disclosures made regarding related party transactions shall also be
incorporated by reference to such disclosures.
c) Link(s) to document(s) at (a) and (b) above wherever available, including on the
website of the REIT, stock exchanges, shall be provided.
6. Valuation (latest available):
a) Summary of valuation of the assets proposed to be financed through proceeds of
the issue
b) Valuation methodology.
c) Frequency of valuation and declaration of NAV.
d) Any disclosures made regarding valuation since the initial offer shall also be
incorporated by reference to such disclosures.
e) Link(s) to document(s) at (d) above wherever available, including on the website
of the REIT, stock exchanges, shall be provided.
f) The valuation report of the asset to be financed through proceeds of the issue, if
any, shall be provided to the Board along with the draft letter of offer and letter of
offer.
7. Financials:
a) Disclosure as per clauses 11(a), 11(b), 11(c) and 11(e) of the Schedule III of the
REIT Regulations:
[Provided if the REIT has undertaken any acquisition or disposal of any material
asset(s)after the latest period for which financial information is disclosed in the
letter of offer but before the date of filing of the letter of offer, the financial
information should be prepared on a pro forma basis certified by statutory auditors
of the REIT for the last completed financial year and the stub period (if any).]69
69 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/35 dated March 13, 2020
Page 147 of 188
b) Disclosure as per clause (a) above may be incorporated by reference to any public
disclosures of financials made under the REIT Regulations or any circular issued
thereunder, along with link(s) to such disclosure(s) wherever available, including
on the website of the REIT, stock exchanges.
c) Summary of financial statement of the assets being acquired for the previous three
years.
8. Distribution including the manner of calculation of the net distributable cash flows,
history of distributions made in the last three financial years or from the date of listing
of the REIT and the policy, if any.
9. Manner of Application and Allotment:
a) How to apply, availability of application forms and letter of offer and mode of
payment
b) Allotment and renunciation in even lots
c) Dealing with Fractional Entitlement: Manner of dealing with fractional entitlement,
if any, of the fractional rights etc.
10. Other disclosures:
a) Unit holding pattern
b) Review of credit rating
c) Grievance redressal mechanism
d) The disclosures in clause (a), (b) and (c) above may be incorporated by reference
to any public disclosures made under the REIT Regulations or any circular issued
thereunder, along with link(s) to such disclosure(s) wherever available, including
on the website of the REIT, stock exchanges.
e) The draft letter of offer and letter of offer shall contain the process of credit of rights
entitlements in the demat accounts and the renunciation thereof.
f) Any material development after the date of the latest balance sheet and its impact
on the performance and prospects of the REIT.
11. Such other information as is material and appropriate to enable the investors to make
an informed decision.
12. Declarations (to be signed by the board of directors of the manager and sponsor)
Page 148 of 188
13. The lead merchant banker shall ensure that the information contained in the draft letter
of offer and letter of offer and the particulars as per audited financial statements in the
letter of offer are not more than six months old from the issue opening date.
Provided that REITs which are in compliance with REIT Regulations and guidelines
issued thereunder may file unaudited financials with limited review for the stub period
in the current financial year, subject to making necessary disclosures in this regard
including risk factors.
Page 149 of 188
Annexure - 7 .70
[see Chapter 12]
Format for disclosure of details of encumbrance
Name of REIT
Name of the recognised stock exchanges
where the units of REIT are listed
Name of the sponsor as applicable
No. of units –
Total unitholding % of total outstanding units -
Specific details about the encumbrance
Encumbrance
(Date of creation of
encumbrance: ______ )
Type of encumbrance
No. of units:
No. and % of units encumbered % of total outstanding units:
Encumbered units as a % of total units held
Period of encumbrance
Name of the entity in whose favour units
have been encumbered
Purpose of borrowing
Signature of Authorised Signatory:
Place:
Date:
70 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/44 dated March 23, 2020
Page 150 of 188
Annexure - 8 .71
[see Chapter 13]
Contents of letter of offer (LoF) and certificate by the Merchant Banker
1. The disclosures prescribed herein are the minimum disclosure requirements to be
contained in the LoF for an exit option/offer. The lead manager/Acquirer is free to add
any other disclosure(s) which in his opinion is material for the unit holders, provided
such disclosure(s) is not presented in an incomplete, inaccurate or misleading
manner.
1.1. All the requisite disclosures/statements in respect of the Acquirer, persons who
are acting in concert (PAC) with the Acquirer for the purpose of the exit option/offer
shall be made in the LoF.
1.2. Lead manager shall ensure that the timelines specified for tendering period,
payment of consideration to unit holders, etc. are as per the timelines specified in
relevant chapter.
1.3. The source from which data / information is obtained should be mentioned in the
relevant pages of LoF.
1.4. The LoF shall, inter alia, shall include the following:
1.4.1. Details of the Acquirer (including PAC, if any) including its background,
experience, areas of operation, relationship between Acquirers, pre and post
exit offer unit holding etc. financial position (financial statements/net worth, as
applicable) etc. In case of financial statements, audited Profit & Loss
statement, Balance Sheet and Cash Flow statement for last three years along
with latest available financial statements. Latest financials should not be older
than six months from the date of LoF.
1.4.2. Details of the exit option/offer, statutory approvals and detailed timelines with
regard to exit option process including operational terms and conditions etc.
subject to which Acquirer(s) would accept the offer.
1.4.3. Details of exit price including total amount of funds required to make the
payment of consideration to unit holders, details of escrow account and bank
guarantee, as the case may be. It shall also be disclosed that the lead
manager has been empowered by Acquirer to realise the value of such
escrow account.
1.4.4. Procedure for accepting the offer including disclosure of relevant provisions
pertaining to acceptance of units.
71 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/123 dated July 17, 2020
Page 151 of 188
1.4.5. In case there is any agreement, mention important features of the
agreement(s), acquisition price per unit, number and percentage of units to
be acquired under the agreement, name of the seller(s), names of parties to
the agreement, date of agreement, manner of payment of consideration
including salient features of the agreement, if any, entered between the
Acquirer and PAC with regard to the offer/ acquisition of units.
1.4.6. Due diligence certificate of Lead Manager & Declaration by the Acquirer
(including PAC, if any) including statements regarding the Acquirer’s
responsibility for the information contained in the LoF and a statement to the
effect that the Acquirer (including PAC, if any) would be responsible for
ensuring compliance with relevant chapter shall be incorporated in the LoF.
2. The due diligence certificate to be filed with exchange(s) along with the LoF shall inter-
alia undertake that lead manager(s) have examined all relevant information and
documents pertaining to this exit option/offer. Certificate shall also include that letter
of offer filed with the exchange(s) is in conformity with the documents, materials and
papers relevant to the exit option/offer. The lead manager(s) shall be responsible for
ensuring compliance with SEBI rules, regulation and the provisions of relevant chapter
and lead manager(s) shall continue to be responsible until completion of the exit option
process and for any related matter thereafter.
3. Any act of omission or commission on the part of any of the intermediaries noticed by
the lead manager(s) shall be duly reported by them to the Board.
4. In the due diligence certificate to be submitted to SEBI upon completion of exit option
process, the lead manager(s) shall confirm compliance with all provisions of relevant
chapter by the Acquirer and the certificate shall also mention that information
disclosed in the LoF was true and correct to the best of his knowledge and was
obtained after exercising proper due diligence.
Page 152 of 188
Annexure - 9 .72
[see Chapter 14]
PUBLIC ISSUE OF REITs
VISION STATEMENT:
To continuously earn trust of investors and emerge as solution provider with integrity.
MISSION STATEMENT:
1. Act in investors’ best interests by understanding needs and developing solutions.
2. Enhance and customise value generating capabilities and services.
3. Disseminate complete information to investors to enable informed investment decision.
DESCRIPTION OF ACTIVITIES / BUSINESS OF THE ENTITY
Act as Merchant Banker to IPO of REITs
SERVICES PROVIDED FOR INVESTORS
1. Upload Draft Offer Document on SEBI / Stock Exchanges / Lead Managers Website. Invite public
comments within 21 days therefrom
2. Upload Offer documents with issue period details on SEBI / Stock Exchanges / Lead Managers
Website
3. Publish details of Anchor Investors and the allocation price on the website of the stock exchange(s),
sponsor(s), manager and merchant banker(s) before opening of the issue.
4. Announce the floor price or price band and relevant financial ratios at least two working days before the
opening of the bid on the website of the sponsor, manager and stock exchanges
5. Keep issue open for at least three working days but not more than thirty days.
6. May issue advertisements for issue opening and issue closing in the newspapers.
7. Publish advertisement with details of subscription, basis of allotment, date of credit of specified units
and date of filing of listing application, etc. is released completion of the issue activities on the website
of the REIT, sponsor, manager and stock exchanges
72 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/672 dated November 26, 2021
Page 153 of 188
TIMELINES
Sr. Timeline for which
Activity Information where available
No. activity takes place
1 Filing of draft offer document 0 Websites of SEBI, Stock Exchanges,
by Trust for public comments Lead Managers
2 Track record of IPOs (3 years) Listing date Lead managers website
3 Details of Strategic Investors Before filing OD In the Offer Document
4 Details of anchor investors 1 day before issue Website of Stock Exchanges, IM,
allotment opening date Sponsor, Lead Manager
5 Price band Advertisement and 2 working days before Website of Stock Exchanges, IM,
relevant financial ratio IPO opens Sponsor
6 Issue opening date After 5 working days after Stock Exchanges website
filing of OD with SEBI
7 Availability of application Till issue closure date Stock Exchanges website
forms
8 Availability of material Till issue closure date Address given in Offer Document
documents for inspection by
investors
9 Advertisement on subscription Within 10 days Website of the TRUST, sponsor,
and basis of allotment manager and stock exchanges
10 Allotment status and allotment completion of basis of By email / post
advice allotment
RIGHTS OF INVESTORS
1. Investors can request for copy of offer document to any of the lead manager till closing of the offer.
2. Investors are allowed to modify and only upward revise their bids during the period the issue is open.
3. Right to inspect the material documents during the issue.
4. If allotted units, all Rights as a Unitholder (as per Offer Document)
DO’s and DONT’s FOR INVESTORS
DO’s FOR THE INVESTORS
1. Check eligibility to apply as per the terms of the Offer Document and under Applicable Laws and
approvals;
2. Submit the Bids (other than Anchor Investors) through the ASBA process or through the UPI based
payment process.
3. Bid within the Price Band;
4. Ensure the bid cum application form has complete details of the Bidders’ depository account, including
DP ID, Client ID and PAN
Page 154 of 188
5. Ensure that the details about the PAN, DP ID and Client ID are correct, and the Beneficiary Account is
activated, as Allotment will be in dematerialized form only;
6. Ensure that the Bids are submitted at the Bidding Centres only on the Bid cum Application Forms
bearing the stamp of a Designated Intermediary within the prescribed time;
7. Ensure that the bank account details are provided in the respective field and they are correct;
8. Ensure that you have correctly checked the authorization/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorization to the SCSB via the electronic mode for the
Designated Branch to block funds in the ASBA Account equivalent to the Bid Amount mentioned in the
Bid cum Application Form at the time of submission of the Bid;
9. In case of application through Unified Payments Interface (UPI) based payment, ensure that you have
accepted the payment mandate after entering the bid amount and number of bids, and that the
application has been confirmed.
10. Ensure that the Bid cum Application Form is signed by the ASBA Account holder if the Bidder is not the
ASBA Account holder;
11. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s)
in which the beneficiary account is held with the Depository Participant
12. Ensure that the full Bid Amount is paid for Bids submitted by Anchor Investors and Strategic Investors
(as applicable);
13. Instruct your respective banks to not release the funds other than in relation to this Offer, blocked in the
ASBA Accounts;
14. In case of joint Bids, the Bid cum Application Form should contain the name of only the First Bidder
whose name should also appear as the first holder of the beneficiary account held in joint names.
15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
16. Ensure that the category and the Bidder status is indicated;
17. Submit revised Bids at the same Bidding Centre of a Designated Intermediary, through which the
original Bid was placed and obtain a revised Acknowledgement Slip, as the case may be;
DONT’s FOR THE INVESTORS:
1. Do not Bid for lower than the Minimum Bid Size;
2. Do not submit a Bid without payment of the entire Bid Amount;
3. Do not Bid less than the Floor Price or higher than the Cap Price;
4. Do not Bid on another Bid cum Application Form after you have submitted a Bid;
5. Do not pay the Bid Amount in cash, by money order or postal order or stock invest and in relation to
ABSA Bidders, in any other mode other than blocked amounts in the ASBA Accounts;
6. Do not send Bid cum Application Forms by post and only submit the same to a Designated
Intermediary at a Bidding Centre;
Page 155 of 188
7. Do not fill up the Bid cum Application Form such that the Units Bid for exceed, the Offer Size or
investment limits, or the maximum number of Units that can be held or the maximum amount
permissible under applicable laws or under the terms of the Offer Document;
8. Do not submit more than five Bid cum Application Forms per ASBA Account;
9. Do not submit the GIR number instead of the PAN
10. Do not submit the Bid for an amount more than funds available in your ASBA Account;
11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid
cum Application Forms in a colour prescribed for another category of Bidders;
12. Do not submit a Bid in case you are not eligible to acquire Units under applicable law or your relevant
constitutional documents or otherwise;
13. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per demographic details provided by the Depository;
14. Anchor Investors and Strategic Investors should not Bid through the ASBA process;
15. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Units or the Bid
Amount) at any stage;
INVESTOR GRIEVANCE REDRESSAL MECHANISM AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer to Offer Documents)
 Scores (https:/scores.sebi.gov.in)
 Stock Exchanges (www.nseindia.com;
www.bseindia.com)
 Merchant Banker Registrar to Issue/Offer
(for email ID refer to Offer (Mainly for bidding/ post issue/
Documents) allotment related grievances)
(for email ID refer to Offer Document)
SCSBs
(Blocking/ Unblocking related
grievances)
Page 156 of 188
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN A PUBLIC ISSUE
Sr. Activity No. of calendar
No days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned T+1
intermediary and it shall be endeavoured to forward the
grievance to the concerned intermediary/ies on T day itself
3 The concerned intermediary/ies to respond to the lead X
manager with an acceptable reply
4 Investor may escalate the pending grievance, if any, to a T+21
senior officer of the lead manager of rank of Vice President
or above
5 Lead manager, the concerned intermediary/ies and the Between T and X
investor shall exchange between themselves additional
information related to the grievance, wherever required
6 LM to respond to the investor with the reply Upto X+3
7 Best efforts will be undertaken by lead manager to respond to the grievance
within T+30
Nature of investor grievance for which the aforesaid timeline is applicable
1. Delay in unblocking of funds
2. Non allotment / partial allotment of securities
3. Non receipt of units in demat account
4. Amount blocked but application not bid
5. Application bid but amount not blocked
6. Any other grievance as may be informed from time to time
Mode of receipt of investor grievance
The following modes of receipt will be considered valid for processing the grievances in the timelines
discussed above
1. Letter or e-mail from the investor addressed to the lead manager at its address or e-mail ID mentioned
in the offer document, detailing nature of grievance, details of application, details of bank account, date
of application etc
2. Letter or e-mail from the investor addressed to the issuer, registrar to the issue, stock exchange, at
their address or e-mail ID mentioned in the offer document, detailing nature of grievance, details of
application, details of bank account, date of application etc
3. On SEBI SCORES platform
Page 157 of 188
Nature of enquiries for which Lead manager shall endeavour to resolve such enquiries/ queries
promptly during the issue period.
1. Availability of application form
2. Availability of offer document
3. Process for participating in the issue/ mode of payments
4. List of SCSBs/ syndicate members
5. Date of issue opening/ closing/ allotment/ listing
6. Technical setbacks in net-banking services provided by SCSBs
7. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
1. Read and understand the terms of offer documents, application form, and issue related literature
carefully and fully before investing
2. Consult his or her own tax consultant with respect to the specific tax implications arising out of their
participation in the issue
3. Provide full and accurate details when making investor grievances to Lead Managers and the registrar
to the issue
4. Ensure that you request for and have received an Acknowledgement Slip for all your Bid options from
the Designated Intermediary;
5. After listing, Investors should regularly check for such information on the stock exchange website
regarding all material developments including information corporate actions like mergers, de-mergers,
splits, rights issue, bonus, dividend etc.
Page 158 of 188
Annexure - 10 .73
[see Chapter 14]
Format for Investors Complaints Data to be displayed by Registered Merchant
Bankers on their respective websites (For each category, separately as well as
collectively)
Data for every month ending
S Received from Carried Receive Resolv Pendin Pendin Average
N forward d during ed g at the g Resolutio
from the during end of complai n time^
previou month the month nts > 3 (in days)
s month month* # month
1 Directly from
Investors
2 SEBI
(SCORES)
3 Stock
Exchanges
(if relevant)
4 Other Sources (if
any)
5 Grand
Total
Monthly trend for the financial year
SN Month Carried Received Resolved Pending at
forward from during the during the the end of
previous month month * month #
month
1 April-YYYY
2 May-YYYY
3 June-YYYY
4 July-YYYY
….
….
March-YYYY
73 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/672 dated November 26, 2021
Page 159 of 188
Grand Total
^ Average Resolution time is the sum total of time taken to resolve each complaint in days, in the current
month divided by total number of complaints resolved in the current month
* Inclusive of complaints of previous months resolved in the current month
# Inclusive of complaints pending as on the last day of the month
Last 3 years’ trend
SN Year Carried forward Received Resolved Pending at
from previous during the during the the end of the
year year year year
1 2018-19
2 2019-20
3 2020-21
Grand
Total
Page 160 of 188
Annexure - 11 .74
[see Chapter 2]
Part A: Process for investor application submitted with UPI as mode of payment
1. Bidding and validation process
1.1. Before submission of the application with the intermediary, the investor would be
required to have / create a UPI ID, with a maximum length of 45 characters
including the handle (Example: InvestorID@bankname).
1.2. An investor shall fill in the bid details in the application form along with his/ her
bank account linked UPI ID and submit the application with any of the
intermediaries.
1.3. The intermediary, upon receipt of form, shall upload the bid details along with the
UPI ID on the stock exchange bidding platform using appropriate protocols.
1.4. Once the bid has been entered in the bidding platform, the Stock Exchange shall
undertake validation of the PAN and Demat account combination details of
investor with the depository.
1.5. The Depository shall validate the aforesaid PAN and Demat account details on a
near real time basis and send response to stock exchange which would be shared
by stock exchange with intermediary through its platform, for corrections, if any.
1.6. Once the bid details are uploaded on the Stock Exchange platform, the Stock
Exchange shall send an SMS to the investor on his / her mobile no. associated
with the demat account regarding submission of his / her application, at the end
of day, during the bidding period. For the last day of bidding, the SMS may be sent
the next working day.
74 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/086 dated June 24, 2022
Page 161 of 188
2. The Block process
2.1. Post undertaking validation with the Depository, the Stock Exchange shall, on a
continuous basis, electronically share the bid details along with investors UPI ID,
with the Sponsor Bank appointed by the issuer.
2.2. The Sponsor Bank shall initiate a mandate request on the investor i.e. request the
investor to authorize blocking of funds equivalent to application amount and
subsequent debit of funds in case of allotment.
2.3. The request raised by the Sponsor Bank, would be electronically received by the
investor as a SMS / intimation on his / her mobile no. / mobile app, associated with
the UPI ID linked bank account.
2.4. The investor shall be able to view the details of the request in his UPI App and
authorize the transaction. In UPI the SCSBs/ UPI Apps eligible for Public Issues
shall send SMS Alerts to Investors for all ASBA applications and may also provide
the Invoice in the Inbox as an additional feature to verify the UPI mandate details.
The sponsor bank for the IPO shall ensure that in the UPI request, they shall be
passing the Invoice in the box parameters as per the NPCI guidelines.
2.5. After reviewing the details properly, the investor shall be required to proceed to
authorize the mandate. Such mandate raised by sponsor bank would be a one-
time mandate for each application in the public issue.
2.6. Stock exchange shall allow modification of either DP Id/Client ID or PAN but not
the both.
2.7. The payment accompanied with any upward revision of Bid, shall be adjusted
against the payment made at the time of the original bid or the previously revised
bid. An investor shall not be allowed to withdraw or lower the size of the bid(s) of
the application at any stage.
2.8. The modification session timing shall be kept open till 11 am (T +1 working day)
with mandate confirmation cut off-time of 12:00 p.m. on T +1 working day. For
such bids, on successful validation of PAN and DP ID/ Client ID combination
Page 162 of 188
during T+1 modification session, such bids will be sent to Sponsor Bank for further
processing by the Exchange on T+1 day till 12 PM
2.9. Sponsor Bank may not accept bid details from Stock Exchanges post 12 PM on
T+1 working day. Sponsor Bank to initiate request for blocking of funds of investor,
with confirmation cut off-time of 12:00 p.m. on T +1 working day. All pending
requests at the cut-off time would lapse.
2.10. Applicant to accept mandate request for blocking of funds prior to cut off-time of
12:00 p.m. on T+1 working day. Sponsor Bank to send confirmation of funds
blocked (Final Certificate) to the Registrar through Stock Exchange not later than
06:00 PM on T +1 working day.
2.11. Upon successful validation of block request by the investor, as above, the said
information would be electronically received by the investors’ bank, where the
funds, equivalent to application amount, would get blocked in investors account.
Intimation regarding confirmation of such block of funds in investors account would
also be received by the investor.
2.12. The information containing status of block request (e.g. accepted / decline /
pending) would also be shared with the Sponsor Bank, which in turn would be
shared with the Stock Exchange. The block request status would also be
displayed on the Stock Exchange platform for information of the intermediary.
2.13. The information received from Sponsor Bank, would be shared by stock
exchange with RTA in the form of a file for the purpose of reconciliation.
3. Post issue closure
3.1. Post closure of the offer, the Stock Exchange shall share the bid details with RTA.
Further, the Stock Exchange shall also provide the RTA, the final file received
from the Sponsor Bank, containing status of blocked funds or otherwise, along
with the bank account details with respect to applications made using UPI ID.
3.2. The allotment and listing of units of REITs shall be done within T+ 6 working days.
Page 163 of 188
3.3. The RTA, based on information of bidding and blocking received from the Stock
Exchange, shall undertake reconciliation of the bid data and block confirmation
corresponding to the bids by all investor category applications (with and without
the use of UPI) and prepare the basis of allotment.
3.4. Upon approval of the basis of allotment, the RTA shall share the ‘debit’ file with
Sponsor bank (through Stock Exchange) and SCSBs, as applicable, for credit of
funds in the public issue account and unblocking of excess funds in the investor’s
account. The Sponsor Bank, based on the mandate approved by the investor at
the time of blocking of funds, shall raise the debit / collect request from the
investor’s bank account, whereupon funds will be transferred from investor’s
account to the public issue account and remaining funds, if any, will be unblocked
without any manual intervention by investor or their bank.
3.5. Upon confirmation of receipt of funds in the public issue account, the units would
be credited to the investor’s account. The investor will be notified for full/partial
allotment. For partial allotment, the remaining funds would be unblocked. For no
allotment, mandate would be revoked and application amount would be unblocked
for the investor.
3.6. Thereafter, Stock Exchanges will issue the listing and trading approval.
Page 164 of 188
Part B: Data fields required in Application-and-Bidding-Form relating to UPI
1. Main Application form
1.1. Payment details –UPI ID with maximum length of 45 characters
1.2. Acknowledgement Slip for SCSB / Broker / RTA / DP
1.2.1. Payment details to include UPI
1.3. Acknowledgement Slip for bidder
1.3.1. Payment details to include UPI ID
2. Overleaf of Main Application Form
2.1. UPI Mechanism for Blocking Fund would be available for Application value upto
Rs. 5 Lac
2.2. Bidder’s Undertaking and confirmation to include blocking of funds through UPI
mode
2.3. Instructions with respect to payment / payment instrument to include instructions
for blocking of funds through UPI mode.
Page 165 of 188
Annexure - 12 .75
[see Chapter 15]
(On the letter head of the Practicing Company Secretary)
Secretarial compliance report of [●] [Name of the REIT] for the year ended
________
I/We……………. have examined:
(a) all the documents and records made available to us and explanation provided
by [●] [Name of the Manager] (“the Manager”),
(b) the filings/ submissions made by the Manager to the stock exchanges,
(c) website of [●] [Name of the REIT] (“the REIT”),
(d) any other document/ filing, as may be relevant, which has been relied upon to
make this certification, for the year ended [●] (“Review Period”) in respect of
compliance with the provisions of :
(i) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the
Regulations, circulars, guidelines issued thereunder; and
(ii) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made
thereunder and the Regulations, circulars, guidelines issued thereunder by
the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued
thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Real Estate Investment Trusts)
Regulations, 2014
(b) Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015;
(c) Securities and Exchange Board of India (Issue and Listing of Non-Convertible
Securities) Regulations, 2021;
(d) Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015;
(e) …………(other regulations as applicable)
and circulars/ guidelines issued thereunder;
75 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/103 dated June 26, 2023
Page 166 of 188
(Note: The aforesaid list of Regulations is only illustrative. The list of all SEBI
Regulations, as may be relevant and applicable to the REIT for the review period, shall
be added.)
Based on the above examination, I/We hereby report that, during the Review Period:
(a) The Manager of the REIT has complied with the provisions of the above Regulations
and circulars/ guidelines issued thereunder, except in respect of matters specified
below:-
Sr.No Compliance Requirement Deviations Observations/
(Regulations/ circulars / Remarks of the
guidelines including specific Practicing Company
clause) Secretary
(b) The Manager of the REIT has maintained proper records under the provisions of the
above Regulations and circulars/ guidelines issued thereunder insofar as it appears
from my/our examination of those records.
(c) The following are the details of actions taken against the REIT, parties to the REIT,
its promoters, directors either by SEBI or by Stock Exchanges (including under the
Standard Operating Procedures issued by SEBI through various circulars) under the
aforesaid Acts/ Regulations and circulars/ guidelines issued thereunder:
Sr. Action taken by Details of Details of action Observations/
No. violation taken E.g. fines, remarks of the
Practicing
warning letter,
Company
debarment, etc.
Secretary, if
any.
(d) The Manager of the REIT has taken following actions to comply with the observations
made in previous reports:
Page 167 of 188
Sr. Observations Observations Actions taken Comments of
No. of the made in the by the the
Practicing secretarial
Manager, if any Practicing
Company compliance report
Company
for the year
Secretary in
Secretary on the
ended…
the previous
actions taken by
(The years are to
reports
the REIT
be mentioned)
(Note:
1. Provide the list of all the observations in the report for the previous year along
with the actions taken by the Manager on those observations.
2. Add the list of all observations in the reports pertaining to the periods prior to the
previous year in case the Manager of the REIT has not taken sufficient steps to
address the concerns raised/ observations.
Place: Name of the Practicing Company Secretary
Signature: ACS/ FCS No.:
Date: CoP No.:
Page 168 of 188
Annexure - 13 .76
[see Chapter 16]
PART A
Format of report on Governance to be submitted by the Manager on quarterly basis
1. Name of REIT
2. Name of the Manager
3. Quarter ending
I. Composition of Board of Directors of the Manager
Title Name PAN$ Category Initial Date of Date Ten No. of No of Number of Number of posts of
(Mr. / of the & DIN (Chairperson Date of Reappoinof ure* directorshipIndependent memberships in Chairperson in
Ms.) Directo / Non- Appoint tment Ces s in all directorship Audit / Stakeholder Audit / Stakeholder
r Independent / ment satio Managers / s in all Committee(s) in all Committee(s) in all
Independent / n Investment Managers / Managers / Managers /
Nominee) & Managers Investment Investment Investment
of REIT / Managers of Managers of REIT Managers of REIT /
InvIT and REIT / InvIT / InvIT and listed InvIT and listed
listed and listed entities, including entities, including
entities, entities, this Manager this Manager
including including
this this (Refer Regulation (Refer Regulation
Manager Manager 26A of REIT 26A of REIT
Regulations) Regulations)
Whether Regular chairperson appointed
Whether Chairperson is related to managing director or CEO
76 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/101 dated June 26, 2023
Page 169 of 188
$PAN of any director would not be displayed on the website of Stock Exchange.
&Category of directors means non-independent/independent/Nominee. If a director fits into more than one category
write all categories separating them with hyphen.
*to be filled only for Independent Director. Tenure would mean total period from which Independent director is serving
on Board of directors of the Manager in continuity without any cooling off period.
II. Composition of Committees
Name of Committee Whether Name of Category Date of Date of
Regular Committee (Chairperson/Non- Appointment Cessation
chairperson members Independent/Independent
appointed /Nominee) &
1. Audit Committee
2. Nomination & Remuneration Committee
3. Risk Management Committee
4. Stakeholders Relationship Committee
&Category of directors means non-independent/independent/Nominee. If a director fits into more than one category write all
categories separating them with hyphen.
III. Meetings of Board of Directors
Date(s) of Date(s) of Meeting (if Whether Number of Number of Maximum gap between any
Meeting (if any) any) in the relevant requirement of Directors present* independent two consecutive meetings
in the previous quarter Quorum met* directors present* (in number of days)
quarter
Yes / No
* to be filled in only for the current quarter meetings
IV. Meetings of Committees
Page 170 of 188
Date(s) of meeting Whether requirement Number of Number of Date(s) of meeting of Maximum gap
of the committee in of Quorum met Directors independent the committee in the between any two
the relevant quarter (details)* present* directors present* previous quarter consecutive meetings
(in number of days) **
Yes / No
* to be filled in only for the current quarter meetings.
**This information has to be mandatorily given for audit committee and risk management committee. For rest of the committees,
giving this information is optional.
V. Affirmations
1. The composition of Board of Directors is in terms of SEBI (Real Estate Investment Trusts) Regulations, 2014.
2. The composition of the following committees is in terms of SEBI (Real Estate Investment Trusts) Regulations, 2014
a. Audit Committee
b. Nomination & Remuneration Committee
c. Stakeholders Relationship Committee
d. Risk management committee
3. The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Real Estate
Investment Trusts) Regulations, 2014.
4. The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI
(Real Estate Investment Trusts) Regulations, 2014.
5. This report and/or the report submitted in the previous quarter has been placed before Board of Directors of the Manager. Any
comments/observations/advice of the board of directors may be mentioned here.
Name & Designation
Compliance Officer / CEO
Note:
Information at Table I and II above need to be necessarily given in 1st quarter of each financial year. However, if there is no change
of information in subsequent quarter(s) of that financial year, this information may not be given by the Manager and instead a
statement “same as previous quarter” may be given.
Page 171 of 188
PART B
Format to be submitted by Manager for the financial year
I. Disclosure on website of REIT
Item Compliance status If Yes provide link to
(Yes/No/NA)refer website. If No / NA
note below provide reasons
a) Details of business
b) Financial information including complete copy of the Annual
Report including Balance Sheet, Profit and Loss Account, etc.
c) Contact information of the designated officials of the company
who are responsible for assisting and handling investor
grievances
d) Email ID for grievance redressal and other relevant details
e) Information, report, notices, call letters, circulars, proceedings,
etc. concerning units
f) All information and reports including compliance reports filed by
REIT with respect to units
g) All intimations and announcements made by REIT to the stock
exchanges
h) All complaints including SCORES complaints received by the
REIT
i) Any other information which may be relevant for the investors
It is certified that these contents on the website of the REIT are correct.
Page 172 of 188
II Annual Affirmations
Particulars Regulation Number Compliance status
(Yes/No/NA) refer note
below
Independent director(s) have been appointed in terms of 2(1)(qai)
specified criteria of ‘independence’ and / or ‘eligibility’
Board composition 4(2)(e)(iv), 26A, 26B(1)
Meeting of board of directors 26A
Quorum of board meeting 26B(2)
Review of Compliance Reports 26B(3)
Plans for orderly succession for Appointments 26A
Code of Conduct 26A
Minimum Information 26B(4)
Compliance Certificate 26B(5)
Risk Assessment & Management 26A
Performance Evaluation of Independent Directors 26A
Recommendation of Board 26B(6)
Composition of Audit Committee 26A
Meeting of Audit Committee 26A
Composition of Nomination & Remuneration Committee 26A
Quorum of Nomination and Remuneration Committee 26A
meeting
Meeting of Nomination & Remuneration Committee 26A
Composition of Stakeholder Relationship Committee 26A
Meeting of Stakeholder Relationship Committee 26A
Composition and role of Risk Management Committee 26A
Meeting of Risk Management Committee 26A
Vigil Mechanism 26C
Approval for related party Transactions 19(5), 19(7), 22(5)(a)
Page 173 of 188
Disclosure of related party transactions 19(1)
Annual Secretarial Compliance Report 26D
Alternate Director to Independent Director 26A
Maximum Tenure of Independent Director 26A
Meeting of independent directors 26A
Familiarization of independent directors 26A
Declaration from Independent Director 26A
Directors and Officers insurance 26A
Memberships in Committees 26A
Affirmation with compliance to code of conduct from 26A
members of Board of Directors and Senior management
Personnel
Policy with respect to Obligations of directors and 26A
senior management
Note
1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A. For
example, if the Board has been composed in accordance with the requirements of REIT Regulations, "Yes" may
be indicated. Similarly, in case the REIT has no related party transactions, the words “N.A.” may be indicated.
2 If status is “No” details of non-compliance may be given here.
3 If the Manager would like to provide any other information the same may be indicated here.
Name & Designation
Compliance Officer / CEO
Page 174 of 188
PART C
Format to be submitted by Manager within three months from the end of financial year
Affirmations
Broad heading Regulation Compliance status
Number (Yes/No /NA)refer note below
Copy of annual report of the REIT including balance sheet, profit and 26D, 26E and this
loss account, governance report, secretarial compliance report displayed Master Circular
on Website
Presence of Chairperson of Audit Committee at the Annual Meeting of 26A
Unitholders
Presence of Chairperson of the nomination and remuneration committee 26A
at the Annual Meeting of Unitholders
Presence of Chairperson of the Stakeholder 26A
Relationship committee at the Annual Meeting of Unitholders
Whether “Governance Report” and “Secretarial Compliance Report” 26D and 26E
disclosed in Annual Report of the REIT
Note
1 In the column “Compliance Status”, compliance or non-compliance may be indicated by Yes/No/N.A.
2 If status is “No” details of non-compliance may be given here.
3 If the Manager would like to provide any other information the same may be indicated here.
Name & Designation
Compliance Officer / CEO
Page 175 of 188
Annexure - 14 .77
[see Chapter 19]
Framework for handling unclaimed amounts lying with an REIT and claim
thereof by the unitholders
(Regulations 18(16)(e) and 18(16)(f) of the REIT Regulations and Regulations
4(1)(l) and 5(3)(ii) of the IPEF Regulations)
Applicability: To the REITs having amounts unclaimed or unpaid out of the
distributions declared by it.
Part I - Transfer of unclaimed amounts to Escrow Account/ Unpaid Distribution
Account of the REIT by the Manager:
A. Obligations of the REIT:
1. Transfer of unclaimed amount to Unpaid Distribution Account: Where a distribution
has been made by the Manager within the timelines specified under Regulation
18(16)(c) of the REIT Regulations, but the payment to any unitholders has
remained unpaid or unclaimed, up to fifteen days from the date of declaration, the
Manager shall, within seven working days from the date of expiry of timelines
specified under Regulation 18(16(c) of the REIT Regulations such period of fifteen
days,78 transfer such unclaimed amounts to an Escrow Account to be opened by it
on behalf of the REIT in any scheduled bank. Such account shall be termed as the
‘Unpaid Distribution Account’.
77 Circular No. SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/177 dated November 08, 2023
78 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/158 dated November 13, 2024
Page 176 of 188
2. Interest in case of default: In case a default is made in transferring the amount
referred above in paragraph (A)(1) of Part I or portion thereof to the Unpaid
Distribution Account of the REIT, it shall pay, interest on the amount that has not
been transferred to the said account, for the period of default i.e. from the date of
default till the date of transfer to the Unpaid Distribution Account, at the rate of
twelve percent per annum. The said interest amount shall accrue to the unitholder
in proportion to the amount remaining unclaimed. The Manager shall not recover
such interest in the form of fees or any other form, payable to the Manager by the
REIT.
3. Designating Nodal Officer: The Manager shall designate as ‘Nodal Officer’, a
person who may either be a Director, Chief Financial Officer, Company Secretary
or Compliance Officer of the Manager. Such officer shall be the point of contact for
unitholders entitled to claim their unclaimed amounts, SEBI, Stock Exchange(s)
and Depositories. The Manager shall display the name, designation and contact
details of the Nodal Officer on the website of REIT. In case there is a change in the
Nodal Officer due to any reason, the REIT shall designate another person as a
Nodal Officer within fifteen days of such change.
4. Display of information w.r.t. unclaimed amounts by an REIT on its website: The
Manager, shall, within a period of thirty days of transferring the unclaimed amount
to the Unpaid Distribution Account, upload the details on the website of REIT, as
given below:
Amount Category No. of Date when Date when Date when
amount unclaimed amount is to
lying (Interest/ unitholders
became due amount was be transferred
unclaimed
Dividend/
(dd/mm/ transferred to to IPEF
(including
yyyy) Unpaid (dd/mm/yyyy)
penal
Distribution
Page 177 of 188
interest, if Repayment Account
any) of Capital/
(dd/mm/yyyy)
(in INR) Any other)
…
…
Total
Name and designation of the Nodal Officer:
Email ID and phone no.:
5. Search facility for investor: The Manager shall provide a search facility on the
website of REIT for unitholders to verify if there is any unclaimed amount due to
them and lying in the Unpaid Distribution Account of the REIT. The search criterion
may be based on combinations, such as:
5.1. PAN and Date of birth; or
5.2. Name and Depository Participant Identification (DP ID)/ Client Identification
(Client ID).
6. Information of unclaimed amounts: Upon such search, the following information
shall be visible to the unitholder:
6.1. Amount due to the unitholder on the date of declaration (in INR);
6.2. Category - Interest/ Dividend/ Repayment of Capital/ Any other;
6.3. Date when amount became due (dd/mm/yyyy);
Page 178 of 188
6.4. Amount (in INR) transferred to Unpaid Distribution Account (including penal
interest, if any, for delay in transfer by the Manager);
6.5. Date when unclaimed amount was transferred to Unpaid Distribution Account
(dd/mm/yyyy);
Further, the interest, if any, in the Unpaid Distribution Account, that accrues to the
unitholder in proportion to his/ her unclaimed amount, may also be disclosed by the
Manager.
7. Policy for filing of claim: The Manager of the REIT shall formulate a policy specifying
the process to be followed by unitholders for claiming their unclaimed amounts.
Such a policy shall include the following:
7.1. the format in which claim has to be submitted by a unitholder;
7.2. the procedure and documentation for making claim, depending on whether
the claim is being submitted by the unitholder – self or by the legal heir/
nominee/ etc. of the unitholder;
7.3. the documents required to be submitted in support of the claim e.g. proof of
identity, proof of address, proof of holding, etc.;
7.4. manner of submission of claim by the unitholder;
7.5. timeline within which the unitholder can submit documents, provide
clarifications etc.
7.6. conditions for rejection of claim and option of re-filing of a claim by the
unitholder;
Page 179 of 188
7.7. timeline within which the claim shall be processed by the Manager;
7.8. contact details (email ID and phone number) wherein unitholders can raise
their queries or grievances, if any, relating to their claim.
The said policy shall be displayed on the website of the REIT.
8. Processing of claim by the REIT:
8.1. The Manager shall create an internal policy w.r.t. the process to be followed
for verification of claims including the documents to be taken into account,
facility to check status of claim by unitholder, etc.
8.2. Upon receipt of a claim application, if the Manager, upon examination, finds
it necessary to call for further information or finds such application or
document(s) to be defective or incomplete in any respect, it shall intimate the
unitholder, of such need for information or defects or incompleteness, by e-
mail or other written communication. The Manager shall direct the unitholder
to furnish such information or to rectify such defects or incompleteness or to
re-submit such application or document(s) within thirty days from the date of
receipt of such communication, failing which the claim may be rejected.
However, rejection of claim does not debar a unitholder from filing a fresh
claim.
8.3. The Manager shall within thirty days of receipt of a claim application from a
unitholder or complete information as called upon from the unitholder, remit
the payment to the unitholder using electronic modes for funds transfer.
Page 180 of 188
8.4. The Manager shall display the cumulative details of the number of claims
received, processed, pending, etc. on the website of the REIT.
9. Maintenance of records: The REIT shall preserve information pertaining to the
unclaimed amounts of the unitholders including relevant documentation. The REIT
shall furnish necessary information, as and when called for by the Board.
10. Update of information: Any change in the information uploaded on the website of
the REIT shall be updated by the Manager by the seventh day of the succeeding
month.
B. Procedure for claim by a unitholder: Any unitholder claiming to be entitled to any
unclaimed amount lying with the REIT may apply to the Manager for payment of
such amount, in the format and manner as prescribed by the Manager.
Part II - Transfer of unclaimed amounts from Unpaid Distribution Account of the
REIT to IPEF by the Manager:
A. Obligations of the REIT:
1. Transfer of unclaimed amount: Any amount transferred to the Unpaid Distribution
Account of an REIT which remains unpaid or unclaimed for a period of seven years
from the due date of such transfer, shall be transferred by the Manager, along with
interest accrued, if any, thereon, to the IPEF. The Manager shall make such
transfer within a period of thirty days from the date of expiry of seven years. Such
fund transfer shall be made in the manner prescribed vide SEBI Circular ref. no.
SEBI/HO/GSD/TAD/P/CIR/2023/149 dated September 4, 2023, as amended from
time to time.
Page 181 of 188
2. Interest in case of default: In case a default is made in transferring the amount
referred above in paragraph (A)(1) of Part II or portion thereof to the IPEF, the
Manager shall be liable to a penalty of one lakh rupees and in case of continuing
failure, a further penalty of five hundred rupees for each day that the failure
continues, subject to a maximum of ten lakh rupees. The Manager shall not recover
such penalty in the form of fees or any other form, payable to the Manager by the
REIT.
Any penalty amount so transferred to the IPEF shall be utilised for the purposes
described under Regulations 5 (1) and 5 (2) of the IPEF Regulations.
3. Information to be submitted along with fund transfer: The Manager shall provide
information about the unclaimed amount transferred to the IPEF, as per prescribed
format (enclosed as Form - A to this Annex), in hard copy, addressed to ‘Chief
General Manager, Office of Investor Assistance and Education, SEBI’, as well as
in soft copy, via email to ipef@sebi.gov.in.
4. Display of information w.r.t. unclaimed amounts by Manager on the website of
REIT: The Manager, shall, within a period of thirty days of transferring the
unclaimed amounts to the IPEF, upload the details on the website of REIT, as given
below:
Name Amount lying Category No. of Date when Date when Amount
unithol
of unclaimed in (Interest/ amount unclaimed transferr
ders
REIT Unpaid Dividend/ became due amount was ed to
Repayment
Distribution for transfer transferred IPEF (in
of Capital/
Account as at Any other) to IPEF to IPEF INR)
end of seven (dd/mm/yyyy) (dd/mm/yyyy)
years (in
INR)
…
Page 182 of 188
…
Total
Name and designation of the Nodal Officer:
Email ID and phone no.:
5. Information of unclaimed amount: In the search facility provided for the unitholder,
on the website of the REIT, by the Manager, upon searching, the following
information shall be visible to the unitholder:
5.1. Amount lying unclaimed in the Unpaid Distribution Account of the REIT as at
end of seven years (in INR);
5.2. Break-up of interest/ dividend/ Repayment of Capital/ Any other;
5.3. Date when amount became due for transfer to IPEF (dd/mm/yyyy);
5.4. Amount (in INR) transferred to IPEF by the Manager;
5.5. Date when unclaimed amount was transferred to the IPEF by the Manager
(dd/mm/yyyy);
6. Application for refund to IPEF: In terms of Regulation 5(3)(ii) of the IPEF
Regulations, an Manager (on behalf of REIT), shall, after processing an application
from a unitholder for unclaimed amount, make an application to IPEF for refund of
such amount. The application has to be submitted by the Manager for
reimbursement of the amount transferred by it to the unitholder, as per prescribed
format (enclosed as Form - B to this Annex), in hard copy, addressed to ‘Chief
General Manager, Office of Investor Assistance and Education, SEBI’, as well as
in soft copy, via email to ipef@sebi.gov.in.
Page 183 of 188
7. Indemnity: The amount refunded from IPEF to the REIT for the unclaimed amount
paid by the REIT to the unitholder, shall discharge the Board against any future
claim of such unitholder. The REIT shall indemnify the Board, against any future
dispute that may arise with respect to the unclaimed amount of the unitholder,
including, on account of a fraudulent claim or misrepresentation by the unitholder.
However, this does not preclude the Board from taking any action for the fraud or
misrepresentation in this regard.
8. Others: The provisions with regard to Designating Nodal Officer, Search facility for
a unitholder on the website of the REIT, Policy for filing of claim by a unitholder and
Processing of claim of a unitholder by the Manager, Maintenance of records and
Update of information by the Manager, as prescribed in Part I above, shall apply,
mutatis mutandis, at the stage of transfer of funds from the Unpaid Distribution
Account to IPEF, as well.
B. Procedures applicable to unitholders:
9. Procedure for claim by a unitholder: Any unitholder claiming to be entitled to any
unclaimed amount transferred to the IPEF by the REIT, may apply to the REIT for
payment of such amount, in the format and manner as prescribed by the REIT.
C. Processing of refund claim of the REIT from IPEF:
10. Processing of refund application: Upon receipt of a refund application from a REIT,
the Board shall:
10.1. verify the documentation and satisfy itself of the correctness of information
submitted and process refund of the amount paid by the REIT to the
Page 184 of 188
unitholder. The refund amount shall not exceed the amount transferred by
the REIT against such unitholder in IPEF;
10.2. require the REIT, to furnish further information or clarifications, regarding
the unclaimed amount and matters connected thereto, to consider the
application for refund. The applicant shall, if so required, provide the
necessary information/ clarifications;
10.3. return the application, if it is found to be incorrect, incomplete or inadequate,
along with reasons thereof. The REIT may re-submit the application for re-
consideration after rectifying the deficiencies.
11. Processing of claim in special circumstances: In case the REIT is part of a scheme
of arrangement, amalgamation, merger, etc., the resultant entity shall become
liable to discharge the obligations of the REIT, in respect of unclaimed amounts.
Part III - Claim by legal heir/ successor/ nominee:
12. The aforementioned provisions in respect of the unitholder, shall apply, mutatis
mutandis, to the legal heir/ successor/ nominee of the unitholder. The legal heir/
successor/ nominee shall satisfy the provisions specified under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and circulars issued
thereunder, for the transmission of units of REIT and/ or the corresponding claim
thereon, as applicable.
Page 185 of 188
Form-A
(To be furnished by the Manager of REIT along with transfer of unclaimed amounts to IPEF)
I. Details of the REIT:
a. Name –
b. PAN –
c. Registered office address –
d. Correspondence office address -
e. Phone number –
f. Email ID –
II. Details of Nodal Officer of REIT:
a. Name –
b. Designation –
c. Registered office address –
d. Phone number –
e. Email ID -
III. Details of unclaimed amounts:
S. Name Last known PAN of DPID/ Client Amount Category Date UTR
No. of the address, the ID of the transferred of of No.
Unith contact Unithol Unitholder from Amount Payme
older details (email der (if Unpaid (interest/ nt to
ID and phone applicable) Distribution dividend/ IPEF
no.) of
Account to Repayme
unitholder
IPEF (in nt of
INR) Capital/
Any
other)
IV. Any other relevant information:
Signature:
Name:
Designation of Officer (with stamp):
Place:
Date:
Page 186 of 188
Form-B
(To be submitted by the Manager of REIT along with refund application to IPEF)
I. Details of the REIT:
a. Name –
b. PAN –
c. Registered office address –
d. Correspondence office address -
e. Phone number –
f. Email ID –
g. Bank account details where refund is to be made (Bank account number, Name of Bank, IFSC
Code, Branch address) -
II. Details of amount claimed for refund:
S. Name of Last PAN of DPID/ Amount Category Date of Amount Date
N the known the Client ID transferred of Payment paid to of
o. Unitholde address, Unithol of the from Amount to unithol paym
r contact der Unitholde Unpaid (interest/ IPEF der (in ent to
details r (if Distributio dividend/ INR) unith
(email ID applicabl n Account Repayme older
and e) to IPEF (in nt of (dd/m
phone INR) Capital/ m/yyy
no.) of Others) y)
unitholder
III. Enclosures:
1. Declaration that above claim has not been made earlier or received refund from the IPEF.
2. Copy of PAN, proof of identity, proof of address, proof of holding units of REIT/ demat account
statement.
3. Proof of payment made to unitholder by the REIT.
4. Indemnity from the REIT.
5. Cancelled cheque for the bank account of the REIT where payment is to be made.
IV. Any other relevant information:
Signature:
Name:
Designation of Officer (with stamp):
Place:
Date:
Page 187 of 188
APPENDIX: LIST OF SUPERSEDED CIRCULARS
Date Circular No. Subject
06/07/2023 SEBI/HO/DDHS-PoD- Master Circular for Real Estate Investment Trusts
2/P/CIR/2023/116 (REITs)
11/09/2023 SEBI/HO/DDHS-PoD- Board nomination rights to unitholders of Real Estate
2/P/CIR/2023/154 Investment Trusts (REITs)
08/11/2023 SEBI/HO/DDHS/DDHS- Procedural framework for dealing with unclaimed
RAC-1/P/CIR/2023/177 amounts lying with Real Estate Investment Trusts
(REITs) and manner of claiming such amounts by
unitholders
06/12/2023 SEBI/HO/DDHS/DDHS- Revised framework for computation of Net Distributable
PoD/P/CIR/2023/185 Cash Flow (NDCF) by Real Estate Investment Trusts
(REITs)
Page 188 of 188