MASTER CIRCULAR
SEBI/HO/DDHS-PoD-2/P/CIR/2024/44 May 15, 2024
(Updated as on August 06, 2024)
(Updated as on August 22, 2024)
(Updated as on November 13, 2024)
To,
Bharat InvITs Association
All Infrastructure Investment Trusts (“InvITs”)
All Parties to InvITs
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 Infrastructure Investment Trusts (InvITs)
1. For effective regulation of Infrastructure 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 Infrastructure 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mentioned in Appendix to this Master Circular shall stand superseded with the issuance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 the Master Circular. With respect to the directions or other guidance issued by SEBI, as
specifically applicable to Infrastructure 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.
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superseded circulars, including registrations or approvals granted, fees collected,
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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 any application made to SEBI under the superseded circulars, prior to such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 the previous operation of the superseded circulars or anything duly done or suffered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under the superseded circulars, any penalty, incurred in respect of any violation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
(Infrastructure Investment Trusts) Regulations, 2014 to protect the interests of investors in
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 InvITs .............................................................................. 6
Chapter 2. Guidelines for public issue of units of InvITs ........................................................ 7
Chapter 3. Financial information to be disclosed in offer document/placement memorandum
................................................................................................................................ 30
Chapter 4. Continuous Disclosures and Compliances by InvITs ......................................... 54
Chapter 5. Participation by Strategic Investor(s) in InvITs ................................................... 70
Chapter 6. Guidelines for issuance of debt securities by InvITs .......................................... 72
Chapter 7. Guidelines for preferential issue and institutional placement of units by listed
InvITs ...................................................................................................................... 74
Chapter 8. Guidelines for filing of placement memorandum by InvITs proposed to be listed
................................................................................................................................ 84
Chapter 9. Guidelines for rights issue of units by a listed InvIT .......................................... 85
Chapter 10. Encumbrance on units of InvITs .......................................................................... 94
Chapter 11. Manner and mechanism of providing exit option to dissenting unit holders ... 95
Chapter 12. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for
public offers by InvITs ........................................................................................ 108
Chapter 13. Investor Charter and Disclosure of Investor Complaints by Merchant Bankers for
private placement of units .................................................................................. 109
Chapter 14. Framework for conversion of Private Listed InvIT into Public InvIT ................ 110
Chapter 15. Reduction of timelines for listing of units of privately placed Infrastructure
Investment Trust (InvIT) ...................................................................................... 114
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Chapter 16. Issue and listing of Commercial Paper by listed InvITs .................................... 116
Chapter 17. Facility of conducting meetings of unit holders of InvITs through Video
Conferencing or Other Audio Visual means ...................................................... 117
Chapter 18. Dematerialization of securities of Hold Cos and SPVs held by Infrastructure
Investment Trusts (InvITs) .................................................................................. 121
Chapter 19. Format for Annual Secretarial Compliance Report for InvITs .......................... 122
Chapter 20. Format of Compliance Report on Governance for InvITs ................................. 123
Chapter 21. Manner of achieving minimum public unitholding - InvITs .............................. 124
Chapter 22. Board nomination rights to unitholders of Infrastructure Investment Trusts
(InvITs) ................................................................................................................. 130
Chapter 23. Procedural framework for dealing with unclaimed amounts lying with
Infrastructure Investment Trusts (InvITs) and manner of claiming such amounts
by unitholders ..................................................................................................... 139
Chapter 24. Format of Quarterly Report and Compliance Certificate .................................. 141
Annexures
Annexure - 1 ................................................................................................................................. .143
Annexure - 2 ................................................................................................................................. .148
Annexure - 3 ................................................................................................................................. .151
Annexure - 4 ................................................................................................................................. .152
Annexure - 5 ................................................................................................................................. .154
Annexure - 6 ................................................................................................................................. .157
Annexure - 7 ................................................................................................................................. .160
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Annexure - 8 ................................................................................................................................. .162
Annexure - 9 ................................................................................................................................. .163
Annexure - 10............................................................................................................................... .169
Annexure - 11............................................................................................................................... .171
Annexure - 12............................................................................................................................... .176
Annexure - 13............................................................................................................................... .178
Annexure - 14............................................................................................................................... .183
Annexure - 15. .......................................................................................................................... 186
Annexure - 16. .......................................................................................................................... 193
APPENDIX: LIST OF SUPERSEDED CIRCULARS .................................................................. 205
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Chapter 1. Online Filing System for InvITs1
1.1. In order to facilitate ease of operations in terms of applying for registration, reporting
and various compliances under SEBI (Infrastructure Investment Trusts) Regulations,
2014 (SEBI InvIT Regulations), SEBI has introduced an online system for filings
related for InvITs. 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 InvITs are now required to submit
their applications online only, through SEBI Intermediary Portal at
https://siportal.sebi.gov.in . Furthermore, all SEBI registered InvITs are required to file/
submit/ apply for any request, as may be required under the provision of SEBI InvIT
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 InvITs2
2.1. Appointment and obligations of merchant banker and others:
2.1.1. The Investment Manager on behalf of the InvIT, in line with Regulation 10 (5) of
SEBI InvIT 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 InvIT Regulations.
2.2.3. The lead merchant bankers shall submit the following to the Board along with
the draft offer document:
2 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016
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a) a certificate, confirming that an agreement has been entered into between
the Investment manager on behalf of the InvIT 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(4)(f) of the InvIT 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 InvIT or the parties to the InvIT 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(4)(g),(h) and (i) of InvIT 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 lead merchant banker 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;
2.2.7. The lead merchant banker shall submit the following documents to the Board
along with the offer document:
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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
InvIT Regulations:
a) Change in sponsor(s)/ Investment Manager or persons in control of the
sponsor(s)/ Investment Manager.
b) Change in more than half of the board of directors of the Investment 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 merchant banker shall, after filing the offer document with the Board, make
a pre-issue advertisement on the website of the sponsor, investment manager
and stock exchanges.
2.2.11. The merchant banker may also issue such pre-issue advertisement in any
newspaper and on the website of the InvIT, 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
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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. Investment manager on behalf of the InvIT may allocate upto 60% of the portion
available for allocation to Institutional Investors to anchor investors as under:
a) A strategic investor as defined under InvIT Regulations may participate in the
issue under the category of Anchor Investor.
b) An Anchor Investor shall make an application of a value of at least Rs. 10
crore in the public issue;
Provided that in case of strategic investor, the aforesaid application value
shall be subject to Regulation 2(1)(zza) of the InvIT Regulations.
c) Allocation to Anchor Investors shall be on a discretionary basis and subject
to the minimum of 2 investors for allocation upto Rs. 250 crore and minimum
of 5 investors for allocation of more than Rs. 250 crore.
d) 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.
e) 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
not be refunded to the Anchor Investor and the Anchor Investor shall take
allotment at the price at which allocation was made to it.
f) 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), investment manager and merchant banker(s)
before opening of the issue.
3 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
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g) 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.
Provided that the lock-in for strategic investors shall be one year from the
date of allotment in the public issue.
h) [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.]4
i) The parameters for selection of Anchor Investor shall be clearly identified by
the merchant banker.
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(4)(n) of the InvIT Regulations for the issue shall be prepared
by the lead merchant banker.
2.4.2. The lead merchant banker 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.
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
4 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
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2.5.1. The Investment Manager on behalf of the InvIT 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 final 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 InvIT, 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.]5
2.6.4. The investment manager on behalf of the InvIT may issue advertisements for
issue opening and issue closing.
2.7. Underwriting.
5 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
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2.7.1. Where the InvIT desires to have the issue underwritten, it shall appoint the
underwriters in accordance with SEBI (Underwriters) Regulations, 1993.
2.7.2. The merchant bankers 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 or the lead book runner
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 investment manager on behalf of the InvIT may determine the price of units
in consultation with the lead merchant banker or through the book building
process.
2.8.2. Differential price shall not be offered to any investor.
2.8.3. The investment manager on behalf of the InvIT shall announce the floor price or
price band at least [two]6 working days before the opening of the bid (in case of
an initial public offer) on the website of the sponsor, investment manager and
stock exchanges and in all the newspapers in which the pre issue advertisement
was released and website of InvIT, 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 final offer document.
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.
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2.8.7. The Investment manager on behalf of the InvIT shall, in consultation with lead
book runner, 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 lead merchant banker 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 InvIT 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.]7 [In addition, individual investors can apply in
public issues of units of InvITs with a facility to block funds through Unified
Payments Interface (UPI) mechanism for application value upto Rs. 5 Lac. The
process flow for availing the option of blocking funds through UPI
mechanism is placed at Part A of Annexure - 13.]8
2.9.2. [The bidding process shall be done only through an electronic bidding platform
provided by recognised stock exchanges.]9
2.9.3. [Modes of application in public issue of units of InvITs:
An investor may apply for public issue of units of InvIT 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)
7 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
8 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022
9 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
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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).
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
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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
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.
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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.]10
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.
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.]11
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
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ASBA bids; ‘Working day’ for this purpose shall be the working day of the
Stock Exchange on which units of InvIT 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.]12
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.]13
e) [Collecting Bank
i 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 favour of the issuer’s
Escrow Account, or any delay or operational lapse by the Collecting Bank in
sending the forms to the Registrar.
12 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022
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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
- 13.
b) The details of commission and processing fees payable to each intermediary
and the timelines for payment shall be disclosed in the offer document.
c) 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.]14
2.9.8. [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.]15
2.9.9. The lead merchant banker 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 investment manager on behalf of the InvIT may decide to close the bidding
by qualified institutional buyers 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 other than strategic 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.
14 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022
15 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
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2.10. Allotment procedure and basis of allotment.
2.10.1. On receipt of the sum payable on application, the investment manager on behalf
of the InvIT 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 InvIT 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 lead merchant bankers and registrars to the issue shall ensure
that the basis of allotment is finalized in a fair and proper manner.
2.11. Listing of units16
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 InvIT, 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
Sl. Due date
Details of activities
No. (working day*)
1 Issue closes T (Issue
closing date)
2 a) Stock exchange(s) shall allow modification of selected fields
T+1
(till 11 AM) in the bid details already uploaded.
16 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/55 dated April 28, 2022
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Sl. Due date
Details of activities
No. (working day*)
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
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 InvIT is credited with the SPV shares.
3 a) Investment manager on behalf of InvIT, merchant banker and
RTA to submit relevant documents to the stock exchange(s)
except listing application, allotment details and demat credit T+2
and refund details for the purpose of listing permission.
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Sl. Due date
Details of activities
No. (working day*)
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 meeting
between Investment Manager on behalf of InvIT, 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.
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.
T+3
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
infrastructure projects as disclosed in the offer document.
h) Investment manager on behalf of the InvIT to initiate corporate
action for credit of units of InvIT to the sponsor/other
shareholders of the SPVs/assets.
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Sl. Due date
Details of activities
No. (working day*)
5 a) SCSBs to credit the funds in public issue account of the InvIT
and confirm the same.
b) After successful transfer of assets to InvIT, the allotment of
units to investors in the public issue shall be made.
c) RTA/ Investment manager to initiate corporate action for
credit of units of InvIT to successful allottees in the public
issue.
d) Investment manager and RTA to file allotment details with T+4
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
depositories.
b) Investment 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 InvIT and unblocking of
application monies, as may be applicable, are done T+5
electronically.
d) Investment manager on behalf of InvIT 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
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Sl. Due date
Details of activities
No. (working day*)
* 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 lead book runner.
2.12.2. The book runner/s and other intermediaries associated in the book building
process shall maintain records of the book building prices.
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.
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 InvIT, interviews by its sponsors, investment
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manager, trustee, project manager, directors of any of the parties to the InvIT,
duly authorized employees or representatives of the InvIT/Investment manager,
documentaries about the InvIT or its sponsors, periodical reports, press
releases, etc.
2.14.2. The Investment manager on behalf of the InvIT 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 InvIT, by issuing public notices on the website of the
sponsor, investment manager and stock exchanges and in all the newspapers
in which the pre issue advertisement was released and website of InvIT, if
applicable.
2.14.3. In respect of all public communications, the Investment manager on behalf of
the InvIT shall obtain approval from the lead 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.
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/investment 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 display models, celebrities, fictional characters, landmarks or
caricatures or the likes.
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h) 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.
i) 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.
j) it shall not contain slogans, expletives or non-factual and unsubstantiated
titles.
k) 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.
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 11 of Schedule IX of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.]17
2.15. Other Obligations of Post-issue lead merchant banker
2.15.1. Obligations of the post-issue merchant banker with respect to refund, allotment,
payment of interest to applicants in case of delayed allotment/refund, etc. are as
per the disclosure in the offer document.
17 Circular No. SEBI/HO/DDHS/CIR/P/2019/16 dated January 15, 2019
Page 26 of 205
2.15.2. The post-issue lead merchant banker 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 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 InvIT, sponsor, investment
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 shall ensure that InvIT, 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.
2.15.5. The post-issue merchant banker 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 InvIT with
the stock exchange and listing/ trading permission is obtained.
2.16. General conditions:
2.16.1. Restrictions on issue: No InvIT shall make a public issue of units, if the InvIT
or parties to the InvIT or the promoter(s) or director(s) of parties to the InvIT:
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,
investment manager or trustee of any other InvIT or InvIT which is debarred
from accessing the capital market under any order or directions made by the
Board;
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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 InvIT 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 InvIT 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 investment manager under Regulation 10(25) of the InvIT Regulations shall
be 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 lead 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.
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b) The lead merchant bankers shall call upon the InvIT, parties to the InvIT or
directors of the parties to the InvIT 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 lead merchant banker with respect to due diligence
shall continue even after the completion of issue process.
d) The lead merchant banker 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 Investment manager on behalf of the InvIT shall ensure that transactions
in units by the sponsor and its 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 InvIT are listed or going
to be listed, within twenty four hours of the transactions.
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Chapter 3. Financial information to be disclosed in offer document/placement
memorandum18
(A) Financial Information of InvIT:
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 / placement memorandum shall contain financial
information for a period of last three completed financial years immediately
preceding the date of offer document / placement memorandum.
3.1.2. If the closing date of the last completed financial year falls more than six
months before the date of offer document / placement memorandum, then the
InvIT 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 / placement memorandum.
3.2. Nature of financial information
3.2.1. InvIT 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 InvIT:
a) If the InvIT has been in existence for the last three completed financial
years immediately preceding the date of offer document / placement
memorandum, then the historical financial statements of the InvIT (on
both standalone as well as consolidated basis) for last three years, and
the interim period, if any, shall be disclosed.
18 Circular No. CIR/IMD/DF/114/2016 dated October 20, 2016
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b) If the InvIT has been in existence for a period lesser than the last three
completed financial years and the historical financial statements of InvIT
are not available for some portion or the entire portion of the reporting
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 InvIT 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;
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.
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3.3.4. The financial information shall be disclosed after making the following
adjustments, wherever applicable and wherever quantification is possible:
a) Adjustments/rectifications for all incorrect 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/ placement memorandum) 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.
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3.3.5. 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. Materiality shall be judged and determined
by the Investment 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 InvIT shall disclose operating cash flow from the projects (project-wise) for
all the InvIT 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 InvIT 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.
Contingent liabilities:
a) A statement of InvIT’s Contingent liabilities, if any, as on the date of latest
financial information disclosed in the offer document/placement
memorandum, shall be disclosed.
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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
document / placement memorandum, the details of such changes shall be
disclosed in the offer document / placement memorandum.
3.4.3. Commitments:
a) A statement of InvIT’s Commitments, 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 commitments from the
aforementioned date of latest financial information to the date of the offer
document / placement memorandum, the details of such changes shall be
disclosed in the offer document / placement memorandum.
3.4.4. Related party transactions:
a) For the related parties as defined in the InvIT regulations, the InvIT shall
provide relevant disclosures of all related party transactions in compliance
with the requirements of “Ind AS 24 - Related Party Disclosures”.
b) In addition to the disclosures required as per Ind AS 24, 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 InvIT;
ii. Nature of the transaction;
iii. Value of the transaction;
iv. In case of any related party transaction involving acquisition or
disposal of an InvIT 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
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 Any fees or commissions received or to be received by any
associate of the related party in relation to the transaction.
3.4.5. Capitalisation statement
An InvIT 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/placement memorandum), a note explaining the nature of the
change shall be given.
3.4.6. Debt payment history
A statement including history of interest and principal payments of InvIT shall
be disclosed for past three years and interim period, if any, covering all InvIT
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
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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:
a) The audit shall be carried out by the auditor appointed for the InvIT as per
the InvIT 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 InvIT assets (whether prepared in accordance with the framework
applicable to such InvIT assets or the framework applicable to the InvIT)
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
InvIT; and
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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:
i. the balance sheet gives a true and fair view of the state of affairs
of the InvIT as at the balance sheet dates;
ii. the statement of profit and loss/income and expenditure gives a
true and fair view of the InvIT’s profits or losses/incomes or
expenditures for the years/periods ended at the balance sheet
dates;
iii. the cash flow statement gives a true and fair view of the cash
movements of the InvIT 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 InvIT’s Revenues and Operating Cash flows
3.6. The offer document/placement memorandum shall contain disclosures of the
projections of revenues and operating cash flows of the InvIT, project-wise, over the
next three years including related assumptions.
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3.7. The projections shall be disclosed for InvIT assets/projects that are owned by the
InvIT or are proposed to be owned by InvIT prior to the allotment of units in the public
offer/private placement.
3.8. The following minimum items shall be disclosed as a part of the projections for the
next three years:
▪ Project-wise revenue
▪ 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 Investment Manager.
(C) Management Discussion and Analysis of InvIT’s operations
3.11. InvIT shall prepare and disclose Management Discussion and Analysis (MDA) (by
the Investment 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 InvIT
▪ A summary of the financial information containing significant items of income
and expenditure.
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▪ 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 Investment 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 affect or is likely to affect the business or profitability of the
InvIT, 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 an InvIT asset
• The analysis shall discuss impact of such acquisition/disposal on the
yield of the units of InvIT
▪ 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 InvIT
• status of any publicly announced new business segment;
• the extent to which business is seasonal;
• any significant dependence on a single or few suppliers or customers;
• Competitive conditions.
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(D) Other Disclosures for InvIT
3.13. Working Capital
A statement from Investment Manager regarding sufficiency of the working
capital to fulfill the present requirements of InvIT (i.e., at least twelve months
from date of listing) shall be disclosed. In case, sufficient working capital is not
available in the opinion of Investment 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 InvIT 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 Investment Manager and Sponsor(s)
3.15. An offer document/placement memorandum of InvIT shall include summary of the
audited consolidated financial statements (including the Balance Sheet and
Statement of Profit and Loss (without schedules)) of Investment 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
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(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.
3.16. In case the Investment 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 Investment Manager/Sponsor is presented
for the financial years 2014-15, 2015-16, and 2016-17 and such Investment
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.
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Further, for example, if financial information of Investment Manager/Sponsor is
presented for the financial years 2014-15, 2015-16, and 2016-17 and such
Investment 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 financial information for all the three financial years, i.e.
201415, 2015-16 and 2016-17, as per Companies (Indian Accounting Standards)
Rules.
3.17. Further, if any of the Investment 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):19
3.18. The framework for computation of NDCF by InvITs 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 infrastructure investments, infrastructure 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(7) of InvIT
Regulations or any other relevant provisions of the InvIT Regulations
19 Circular No. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2023/184 dated December 06, 2023
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(+) Proceeds from sale of infrastructure investments, infrastructure assets or sale of
shares of SPVs or Investment Entity not distributed pursuant to an earlier plan to re-
invest as per Regulation 18(7) of InvIT Regulations or any other relevant provisions of
the InvIT 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 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, (iv). agreement pursuant to which the SPV/ HoldCo
operates or owns the infrastructure 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)
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(+) Proceeds from sale of infrastructure investments, infrastructure 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
• Proceeds reinvested or planned to be reinvested as per Regulation 18(7) of InvIT
Regulations or any other relevant provisions of the InvIT Regulations
(+) Proceeds from sale of infrastructure investments, infrastructure 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(7) of InvIT Regulations or any other relevant
provisions of the InvIT 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, or (iv). agreement pursuant to which
the Trust operates or owns the infrastructure 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 InvIT, to the extent
not funded by debt / equity or from contractual reserves created in the earlier years
(refer note 10)
NDCF at Trust Level
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(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 InvIT has taken place post that particular
period, but before finalization and adoption of accounts of the InvIT.
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.
3. The option to retain 10% distribution under Regulation 18(6) 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
InvIT 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
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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 InvIT 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 InvIT
(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 InvIT, 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 InvIT (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 infrastructure investments,
infrastructure 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(7) of InvIT Regulations, could be temporarily parked in Overdraft accounts or
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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 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
infrastructure asset which is already a part of the InvIT.
(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, InvIT shall follow the following
principles:
3.19.1. Period for which combined financial statements shall be disclosed
When the InvIT 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 InvIT assets,
for such period when InvIT was not in existence.
3.19.2. Assets/entities forming part of Combined Financial Statements:
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All the assets or entities, which are proposed to be owned by the InvIT, as per
the disclosures in the offer document / placement memorandum, shall
collectively form part of combined financial statements.
3.19.3. Underlying assumption for preparation of Combined Financial Statements
Such combined financial statements shall be prepared based on an
assumption that all the assets and/or entities, proposed to be owned by InvIT,
were part of a single group for such period when InvIT 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 InvIT 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 InvIT (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 InvIT 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.
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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 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/placement memorandum, 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 InvIT/Investment
Manager, while preparing the Combined Financial Statements of the InvIT, 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;
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v. Inventories;
vi. Other receivables;
vii. Other financial assets (excluding Inventories & Other Receivables)
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;
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iv. Employee Benefits Expenses
v. Project management fees (including fees paid to project manager)
vi. Investment management fees (including fees paid to investment manager)
vii. Trustee Fee
viii. Depreciation on property, plant and equipment;
ix. Amortization of intangible assets;
x. Finance Cost (Interest);
xi. Custodian fees;
xii. Registration fees;
xiii. Repairs and maintenance in case of infrastructure asset;
xiv. Loss on sale of assets/investments
xv. 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;
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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;
iii. Aggregate amount of investments by unit holders in InvIT, and dividends /
other distributions by InvIT to unit holders
3.21.4. Line items for the "Cash Flow Statement”
Cash Flow Statement, 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/placement memorandum.
(ii) Further, the breakup of the fair values of the assets shall be given project-
wise in the notes to the Statement of Net Assets at Fair Value.
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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:
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 an InvIT’s financial position or performance or to cater
to industry/sector-specific disclosure requirements or when required for compliance
with the InvIT regulations or Indian Accounting Standards or any other law.
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Chapter 4. Continuous Disclosures and Compliances by InvITs20
Disclosure of Financial information to Stock Exchanges
(A) Financial Information of InvIT:
While disclosing its financial information to the Stock Exchanges, an InvIT shall comply with
the following:
4.1. Frequency and Time period for disclosures:
4.1.1. An InvIT 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
20 Circular No. CIR/IMD/DF/127/2016 dated November 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 InvIT 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.
Additionally, InvITs shall also follow relevant accounting laws, as prescribed by
their sectoral regulators, with respect to the projects being executed by them.
For HoldCos / SPVs owned by InvIT, these entities may prepare financial
statements in accordance with accounting standards and laws applicable to them.
However, for consolidation purposes, consolidated financial information of InvIT
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 InvIT may, if it so desires, also submit the financial
information as per the International Financial Reporting Standards.
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4.5. Key Financial Statements:
4.5.1. The financial information presented by the InvIT 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;
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 InvIT shall be guided by paragraph 3.3.5 of
Chapter 3 of this master circular.
4.5.6. In cases of any sale/redemption of any holdings/investments in underlying
SPV(s)/HoldCo(s) or any sale of infrastructure assets by the InvIT, the profit/loss
on such transactions should be shown on a gross basis.
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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):
An InvIT shall disclose statements of NDCFs of the InvIT 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 InvIT/Investment Manager and as disclosed in the offer document.
4.6.2. Investment Manager and Project Manager Fees:
a) Explanations and justification for the fees paid to the Investment Manager
and the Project Manager, including details about methodology for
computation of the fees.
b) 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 InvIT, amount of change, prevailing circumstances,
etc.) in the fees paid to project manager and investment manager compared
to the previous reporting period? If yes, detailed reasons and information
thereof.
4.6.3. Sub-sector investments:
If the InvIT holds assets (whether directly or through its HoldCo(s)/SPV(s)) in
more than one infrastructure sectors/sub-sectors, then it shall disclose a breakup
of the investments across all sectors/sub-sectors clearly showing investments in
each major sector/sub-sector (major sector/sub-sector would constitute not less
than 5% of the total investment in the major classification) together with the
percentage thereof in relation to the total investment.
For determining the infrastructure sectors/sub-sectors, the InvIT shall be guided
by latest notifications and any other communications by Ministry of Finance.
4.6.4. Changes in Accounting policies:
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In cases of changes in accounting policies, if any, InvIT shall make adequate
disclosures required as per the applicable accounting laws (including Ind AS 8
issued by the ICAI).
4.6.5. Disclosures related to Modified Opinion(s)
The below mentioned disclosures would be required only in case of annual
financial information of the InvIT:
a) If the auditor has expressed any modified opinion(s) in respect of the audited
annual financial information of the InvIT, then the InvIT, 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 Investment Manager’ respectively.
Further, the aforementioned statement on impact of audit qualifications shall
be signed by the following:
• Chairperson/CEO/MD of the Investment Manager
• CFO or the Head of the Finance of the Investment 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 InvIT shall disclose the following:
• Brief details of the past modified opinion modified opinion(s) or
other reservation(s)
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• 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 InvIT
intends to take in the matter
4.6.6. Other Statements:
a) The InvIT 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
Investment 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
Investment 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 Investment Manager and in the
absence of all of them; it shall be signed by any other director/partner of the
Investment Manager who is duly authorized by the Board of Directors/Governing
Body to sign the financial information.
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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 InvIT opts to
submit unaudited financial information, the same shall be subject to limited review
by the auditor of InvIT.
4.8.2. The audit/limited review shall be carried out by the auditor appointed for the InvIT
as per the InvIT 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 Investment Manager
4.9. Along with the annual financial information of InvIT, an InvIT shall disclose summary
of the audited consolidated financial statements (including the Balance Sheet and
Statement of Profit and Loss (without schedules)) of Investment 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 Investment Manager.
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4.10. The above information may not be disclosed if the Investment 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 InvIT, size of Investment
Manager, amount of Net worth erosion, prevailing circumstances, etc.) when
compared to its Net worth as per its last disclosed financial statements by the InvIT.
If the financial information of Investment 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 InvIT 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 InvIT 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. InvIT 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, InvIT shall
follow the InvIT regulations and circulars issued therein.
4.13. Disclosure of Unit holding pattern:
4.13.1. An InvIT 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
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▪ Within 10 days of any capital restructuring of InvIT resulting in a change
exceeding 2% of the total outstanding units of InvIT.
4.13.2. The Unit holding pattern shall be disclosed in the following format:
As a No. of units Number of
% of mandatorily units pledged
Cat Total held21 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) /
Investment
Manager /
Project
Manager(s)
and their
associates/r
elated
parties
(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)
21 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020
Page 62 of 205
As a No. of units Number of
% of mandatorily units pledged
Cat Total held21 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
(b) Foreign
government
(c) Institutions
(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
Page 63 of 205
As a No. of units Number of
% of mandatorily units pledged
Cat Total held21 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
(f) Provident/p
ension
funds
(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
Page 64 of 205
As a No. of units Number of
% of mandatorily units pledged
Cat Total held21 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
(B) =
(B)(1)+(B)(2
)
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 an InvIT as per
Regulation 20 (2) of the InvIT 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 InvIT:
4.15.1. An InvIT 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 InvIT, 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;
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▪ Email ID for grievance redressal and other relevant details;
▪ Information, report, notices, call letters, circulars, proceedings, etc.
concerning units;
▪ All information and reports including compliance reports filed by InvIT with
respect to units; and
▪ All intimations and announcements made by InvIT 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. InvIT shall ensure that adequate steps are taken for expeditious redressal of
investor complaints.
4.16.2. InvIT 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 InvIT shall be
disclosed in the format mentioned in Annexure - 7 on the website of the InvIT 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.]22
4.16.4. [The Trustee and the Board of Directors/Governing Body of the Investment
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 Investment Manager in timely manner. The Trustee and the
Board of Directors/Governing Body of the Investment Manager shall ensure that
all investor complaints are redressed by the Investment Manager in timely
manner. Further, the statement as specified in Para 4.16.3. above shall be
22 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/600 dated July 22, 2021
Page 66 of 205
placed, on a quarterly basis, before the Board of Directors/Governing Body of the
Investment Manager and the Trustee for review.]23
4.17. Statement of deviation(s) or variation(s)
4.17.1. The InvIT shall submit to the recognized stock exchange(s), where its units are
listed, the following statement(s) on a quarterly basis for any private issue, 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/placement memorandum or explanatory
statement to the notice for the general meeting, as applicable;
b) Statement indicating category wise variation between projected utilization of
funds made by it in its offer document/placement memorandum 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 Investment 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.]24
4.17.3. InvIT shall furnish an explanation for the aforementioned variation in its Annual
report.
4.17.4. InvIT shall prepare an annual statement of funds utilized for purposes other than
those stated in the offer document/placement memorandum or explanatory
statement to the notice for the general meeting, certified by the statutory auditors
23 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/114 dated August 22, 2024
24 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/114 dated August 22, 2024
Page 67 of 205
of the InvIT, and place it before the before the Trustee and the Board of
Directors/Governing Body of the Investment Manager till such time the money
raised through the issue has been fully utilized.
4.18. Additional disclosure requirements for InvITs which have issued and listed
debt securities25
4.18.1. InvITs 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 InvITs.
b) Additional line items that shall be disclosed by InvITs 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 InvITs shall be
appropriately and adequately addressed by the board of the manager while
publishing the accounts for the said period.
d) InvITs 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.
25 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2018/71 dated April 13, 2018
Page 68 of 205
4.19. Enhanced Financial disclosures for InvITs26
4.19.1. InvITs, which in terms of Regulation 20(3)(b) of the InvIT Regulations, have
their aggregate consolidated borrowings and deferred payments above 49
percent, shall, disclose following additional line items in addition to the financial
disclosures:
a) Asset cover available;
b) debt-equity ratio;
c) debt service coverage ratio;
d) interest service coverage ratio;
e) net worth;
26 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/59 dated April 23, 2019
Page 69 of 205
Chapter 5. Participation by Strategic Investor(s) in InvITs27
5.1. The operational modalities, for the participation by the strategic investors in InvITs
shall be as under:
5.1.1. An InvIT, 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 investment manager on behalf of the InvIT, shall enter into a binding unit
subscription agreement with the strategic investor(s), which propose(s) to
invest in the public issue of InvIT.
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 InvIT 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 70 of 205
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.
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Chapter 6. Guidelines for issuance of debt securities by InvITs28
6.1. For issuance of debt securities, InvITs 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 InvITs.
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 InvITs for issuance of debt securities unless specifically provided
in this chapter.
6.1.3. All other provisions of NCS Regulations shall apply to InvITs subject to there
being no conflict with InvIT Regulations or circulars issued thereunder. In case of
conflict, provisions of InvIT Regulations or circulars issued thereunder shall prevail
over NCS Regulations.
6.2. For the issuance of debt securities InvITs 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 InvIT shall not be eligible to be appointed as debenture
trustee to such issue of debt securities.
6.3. Any secured debt securities issued by InvITs shall be secured by the creation of a
charge on the assets of the InvIT 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 72 of 205
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
Investment Manager
Directors of the company Directors of the manager
Shares Units
Shareholder Unit holder
Shareholding pattern Unit holding pattern
Share capital Unit capital
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Chapter 7. Guidelines for preferential issue and institutional placement of units
by listed InvITs29
Definitions
7.1. “Institutional Placement” shall mean a preferential issue of units by a listed InvIT
only to Institutional Investors, as defined under InvIT Regulations.
Conditions for issuance
7.2. A listed InvIT may make a preferential issue of units or institutional placement of
units under these guidelines, if it satisfies the following conditions:
7.2.1. A resolution of the existing unitholders approving the issue of units, in
accordance with Regulation 22(5) of the InvIT Regulations has been
passed.
7.2.2. [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 7.2.1 above.]30
7.2.3. The InvIT has obtained in principle approval of the stock exchange(s) for
listing of the units proposed to be issued under these guidelines.
7.2.4. The InvIT is in compliance with all the conditions for continuous listing and
disclosure obligations under the InvIT Regulations and circulars issued
thereunder.
7.2.5. None of the respective promoters or partners or directors of the sponsor(s)
or investment manager or trustee of the InvIT is a fugitive economic offender
declared under section 12 of the Fugitive Economic Offenders Act, 2018 (17
of 2018).
29 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019
30 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/129 dated September 28, 2022
Page 74 of 205
7.2.6. [The InvIT 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.]31
Manner of issuance of units
7.3. Any issuance of units under these guidelines shall be done in the following
manner:
7.3.1. The units shall be allotted in the dematerialized form only and shall be listed
on the stock exchange(s) where the units of the InvIT are listed.
7.3.2. Any offer or allotment through private placement shall not be made to more
than 200 investors (excluding institutional investors) in a financial year.
7.3.3. 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 InvIT 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.
7.3.4. 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 InvIT Regulations or circulars issued
thereunder.
7.3.5. [Post allotment, the InvIT 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 InvIT 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
31 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/183 dated September 28, 2020
Page 75 of 205
repaid within such time after the issuer becomes liable to repay it, the InvIT,
investment manager of the InvIT 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 liable to repay that money with interest at the rate of fifteen percent
per annum.]32
7.3.6. The InvIT 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.
7.3.7. The issue of units shall comply with the conditions and manner of allotment
for preferential issue and institutional placement as provided in paragraphs
7.4 to 7.11 below.
Manner of preferential issue of units by a listed InvIT
7.4. Unit holders’ approval
7.4.1. The issuer shall, in an explanatory statement to the notice for the general
meeting proposed for passing the resolution in terms of para 7.2.1 above,
make appropriate disclosures including the following:
a) Objects of the preferential issue;
b) NAV of the InvIT;
c) Maximum number of units to be issued;
d) Intent of the parties to the InvIT, their directors or key managerial
personnel to subscribe to the issue;
e) Unitholding pattern of the InvIT 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:
32 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022
Page 76 of 205
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
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.
7.5. Pricing of Units
A. Pricing of frequently traded units
7.5.1. [Where the units of the InvIT 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.
7.5.2. 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.
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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 InvIT are listed and in which the
highest trading volume in respect of the units of the InvIT has been
recorded during the preceding 90 trading days prior to the relevant date.
c) “Frequently traded units” for purposes of these guidelines shall
mean the units of the InvIT, 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.]33
B. Pricing of infrequently traded units
7.5.3. Where the units of an InvIT are not frequently traded, the price determined
by the InvIT shall take into account the NAV of the InvIT based on a full
valuation of all existing InvIT assets conducted in terms of InvIT Regulations.
7.6. Lock-in
7.6.1. [The units allotted to sponsor(s) and its associates 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 InvIT shall be locked-in for three years from the date of trading approval:
33 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022
Page 78 of 205
Provided further that units allotted in excess of twenty-five percent of the total
unit capital of the InvIT shall be locked-in for one year from the date of trading
approval.]34
[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
12 (3) of the InvIT Regulations shall be taken into account. The units locked-
in pursuant to Regulation 12(3) of the InvIT 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.]35
7.6.2. 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.
7.6.3. 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.
7.6.4. [The lock-in requirement mentioned at paragraph 7.6.2. and 7.6.3. 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 IVB of the InvIT Regulations.]36
7.7. Allotment
7.7.1. [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) has
sold/transferred their units of the issuer during the 90 days preceding the
relevant date, all sponsors shall be ineligible for allotment of units on a
preferential basis.
34 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020
35 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/183 dated September 28, 2020
36 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 dated November 13, 2024
Page 79 of 205
Provided that this restriction on preferential issue of units shall not apply to a
sponsor(s), in case any asset is being acquired by the InvIT from that
sponsor(s), and preferential issue of units is being made to that sponsor, as
full consideration for the acquisition of such asset.]37
[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 IVB of
the InvIT Regulations.]38
7.7.2. 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 InvIT 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 InvIT
and the investment 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 InvIT
7.8. Placement document
7.8.1. The issuer shall appoint one or more merchant bankers, which are registered
with the Board, as lead manager(s) to the issue.
37 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/0115 dated August 26, 2022
38 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 dated November 13, 2024
Page 80 of 205
7.8.2. 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.
7.8.3. 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.
7.8.4. 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 - 6.
7.8.5. The preliminary placement document and the placement document shall be
serially numbered and copies of the same shall be circulated only to select
investors.
7.8.6. 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.
7.9. Pricing of Units
7.9.1. [The institutional placement by public InvIT 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 public InvIT 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 7.2.1.
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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 investment manager decides to open the issue.
7.9.2. The institutional placement by privately placed InvIT shall be made at a price
not less than the NAV per unit, based on the full valuation of all existing InvIT
assets conducted in terms of InvIT Regulations.]39
7.10. Transferability
7.10.1. 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.
7.11. Allotment
7.11.1. 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 InvIT 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 InvIT
and the investment 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.
7.11.2. [No allotment shall be made, either directly or indirectly, to any institutional
investor who is a sponsor(s) or investment manager, or is a person related to,
or related party or associate of, the sponsor(s) or the investment manager:
39 Circular No. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2024/10 dated February 08, 2024
Page 82 of 205
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 7.6 above
d. unitholders approval shall be taken for unsubscribed portion being allotted
to sponsor.]40
40 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/129 dated September 28, 2022
Page 83 of 205
Chapter 8. Guidelines for filing of placement memorandum by InvITs proposed
to be listed41
8.1. InvITs, wherein units are issued by way of private placement and which are
proposed to be listed, shall file a draft placement memorandum with the Board
and stock exchange(s) through a merchant banker registered with the Board not
less than thirty days prior to opening of the issue.
8.2. The draft placement memorandum shall contain disclosures as specified in
Schedule III of InvIT Regulations and the merchant banker shall submit a due
diligence certificate as per Form A of Annexure - 1 (to the extent applicable) along
with the draft placement memorandum.
8.3. The Board may issue observations, if any, on the draft placement memorandum
within fifteen working days from the later of the following dates:
i. the date of receipt of the draft placement memorandum by the Board;
or
ii. the date of receipt of satisfactory reply from the issuer and/or merchant
banker to the issue, where the Board has sought any clarification or
additional information from them; or
iii. 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
iv. the date of receipt of a copy of in-principle approval letter issued by the
stock exchange(s).
8.4. The merchant banker to the issue, shall ensure that all comments are suitably
incorporated in the draft placement memorandum prior to filing of the placement
memorandum in terms of Regulation 14(2)(e) of InvIT Regulations and shall
provide the due diligence certificate as per Form B of Annexure 1.
41 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/161 dated December 24, 2019
Page 84 of 205
Chapter 9. Guidelines for rights issue of units by a listed InvIT42
9.1. Conditions for issuance
9.1.1. No InvIT shall make a rights issue of units unless the following conditions are
satisfied:
a) A resolution of the board of directors of the investment 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 InvIT has obtained in-principle approval of the stock exchange(s) for
listing of units proposed to be issued under these guidelines.
d) The InvIT is in compliance with the continuous listing and disclosure
obligations under the InvIT Regulations and circulars issued thereunder.
Provided that imposition of only monetary fines by stock exchanges on
the InvIT 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 investment manager or trustee of the InvIT 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 investment manager or trustee of the InvIT
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, investment manager or trustee of any other InvIT which
is debarred from accessing the capital market under any order or
directions made by the Board;
42 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/10 dated January 17, 2020
Page 85 of 205
9.2. Appointment of merchant banker(s) and other intermediaries
9.2.1. The investment manager on behalf of the InvIT, in line with Regulation 10(5)
of InvIT 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.
9.2.2. If the InvIT desires to have the issue underwritten, it shall appoint
underwriters in accordance with the Securities and Exchange Board of India
(Underwriters) Regulations, 1993.
9.2.3. 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.
9.2.4. 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.
9.3. Draft Letter of Offer and Letter of Offer
9.3.1. The investment manager, on behalf of the InvIT 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 InvIT Regulations.
9.3.2. 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 investment manager on behalf of the InvIT and the merchant
bankers;
b) a due diligence certificate along the lines of Form A of Annexure 1.
9.3.3. The investment manager, on behalf of the InvIT shall also file the draft letter
of offer with the stock exchange(s) where the units of the InvIT are listed
and further make it public by posting the same on the website of the stock
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exchange(s) for seeking public comments for a period of seven working
days from the date of filing the draft letter of offer.
9.3.4. The draft letter of offer shall also be displayed on the website of the InvIT
and the merchant bankers.
9.3.5. The investment 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, investment manager and stock exchanges.
9.3.6. The investment manager may also issue such advertisement in any
newspaper and on the website of the InvIT.
9.3.7. 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 9.3.1;
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.
9.3.8. If the Board specifies any changes or issues observations on the draft letter
of offer, the investment manager on behalf of the InvIT 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.
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9.3.9. 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.
9.3.10. The draft letter of offer and letter of offer shall contain disclosures as
specified in Annexure - 5.
9.3.11. The investment manager, on behalf of the InvIT, and the merchant
banker(s) shall ensure that the letters of offer are hosted on the websites of
the InvIT, 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.
9.3.12. The draft letter of offer and letter of offer, as applicable, shall also be
furnished to the Board in soft copy.
9.4. Application
9.4.1. 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.
9.5. Pricing of Units
9.5.1. The investment manager on behalf of the InvIT, in consultation with the lead
merchant banker(s), shall decide the issue price before determining the
record date.
9.5.2. The issue price shall be disclosed in the letter of offer filed with the Board
and the stock exchange(s).
9.6. Timelines
9.6.1. The investment manager, on behalf of the InvIT, shall announce the record
date to stock exchange(s) at least three working days (excluding the date of
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intimation and the record date) prior to the record date. The InvIT shall not
withdraw its rights issue after announcement of the record date.
Provided that in case the InvIT 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.
9.6.2. The rights issue shall open within three months from the record date.
9.6.3. The rights issue shall be kept open for at least three working days but not
more than fifteen working days.
9.7. Manner of issuance of units
9.7.1. 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 InvIT 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.
9.8. Subscription, Allotment and Listing of Units
9.8.1. Minimum Subscription
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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.
9.8.2. The sponsor(s), and their associates who are unitholders as on the record
date, may choose to subscribe to additional 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.
9.8.3. 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 InvIT Regulations or circulars
issued thereunder.
9.8.4. The InvIT 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.
9.8.5. 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.
Page 90 of 205
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 undersubscribed 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
undersubscribed portion after making full allotment specified in (a) and
(b) above. The allotment of such additional units may be made on a
proportionate basis.
d) Allotment to sponsor(s) and their associates, who are unitholders on the
record date and who have disclosed their intent to subscribe to additional
units in terms of 9.8.2 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 investment manager, subject to
disclosure in the draft letter of offer and / or letter of offer as applicable.
9.8.6. The units allotted in the manner specified above shall be listed within six
working days from the issue closing date.
9.9. Restriction on further capital issues
9.9.1. The InvIT 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.
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9.10. The InvIT shall file an allotment report with the Board providing details of the
allottees and allotment made within 15 days of the issue closing date.
Fast Track Rights Issue
9.11. [An InvIT 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 9.3.1, 9.3.2, 9.3.7, and 9.3.8
above:
9.11.1. the units of the InvIT have been listed on any stock exchange for a
period of at least three years immediately preceding the record date;
9.11.2. all the units of the InvIT are held in demat form on the record date;
9.11.3. the average market capitalisation of public unitholding of the InvIT is
at least two hundred and fifty crore rupees;
9.11.4. the InvIT is in compliance with the listing and disclosure requirements
of the InvIT Regulations;
9.11.5. the InvIT 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;
9.11.6. no show-cause notices have been issued or prosecution proceedings
have been initiated by the Board and pending against the InvIT,
parties to the InvIT or their respective promoters or partners or
directors as on the record date;
9.11.7. the InvIT, parties to the InvIT 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;
9.11.8. units of the InvIT have not been suspended from trading as a
disciplinary measure during last three years immediately preceding
the record date;
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9.11.9. no regulatory action has been imposed on the InvIT in the three years
preceding the year in which rights issue is proposed;
Provided that imposition of only monetary fines by stock exchanges
on the InvIT shall not be a ground for ineligibility for undertaking
issuances under this clause.
9.11.10. there shall be no conflict of interest between the lead merchant
banker(s) and the InvIT or its associates in accordance with the
applicable regulations;
9.11.11. The sponsor(s) shall mandatorily subscribe to their rights entitlement
and shall not renounce their rights, except for the purpose of
complying with minimum public shareholding norms prescribed
under the InvIT Regulations, 2014;
9.11.12. there are no audit qualifications on the audited accounts of the InvIT
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.
9.12. The InvIT shall file the letter of offer with the Board in accordance with paragraph
9.3.9 and shall pay fees to the Board as specified in Schedule II of InvIT
Regulations.]43
43 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020
Page 93 of 205
Chapter 10. Encumbrance on units of InvITs44
10.1. Encumbrance on units
10.1.1. [Regulation 12(5) of Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 requires that units which are required to be
held in terms of sub-regulation (3) and (3A) 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 (Infrastructure Investment
Trusts) (Second Amendment) Regulations, 2023, may continue if the
encumbrance exist on such date subject to the following condition -
a) such encumbrance shall not be permitted to be invoked during the
holding period prescribed in terms of Regulation 12 of the InvIT
Regulations.]45
10.2. Obligation of entity creating encumbrance
10.2.1. Sponsor(s) creating encumbrance on the units held by it, shall provide details
of the encumbrance to the investment manager of the InvIT within two working
days from the date of creation of such encumbrance in the format specified at
Annexure - 8.
Any change in the above information pursuant to release or invocation of
encumbrance, or in any other manner, shall also be informed to the investment
manager of the InvIT within two working days from the date of such event.
10.3. Other obligations
10.3.1. The InvIT shall within two working days from the receipt of details in terms of
clause 10.2 shall disclose such information to every stock exchange where units
of the InvIT are listed.
44 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020
45 Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment)
Regulations, 2023, w.e.f 18.08.2023
Page 94 of 205
Chapter 11. Manner and mechanism of providing exit option to dissenting unit
holders46
11.1. Definitions: For the purpose of this chapter:
11.1.1. “Acquirer” means,
a) a person who, along with persons acting in concert, intends to acquire
units of a listed InvIT; or
b) a person who intends to be an inducted sponsor as defined under
Regulation 2(1)(sb) of InvIT Regulations; or
c) a sponsor being subject to a change in control,
and required to provide an exit option in terms of Regulation 22(5C) or
Regulation 22(7) of the InvIT Regulations, as the case may be;
11.1.2. “persons acting in concert” means,-
a) persons who, with a common objective or purpose of acquisition of units
of the InvIT, pursuant to an agreement or understanding, formal or
informal, directly or indirectly co-operate for acquisition of units of the
InvIT.
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;
46 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020
Page 95 of 205
iv. immediate relatives;
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 InvIT
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 InvIT Regulations and shall
also include-
i) trusts of which such person or his immediate relative is a trustee;
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ii) partnership firm in which such person or his immediate relative is a
partner; and
iii) members of Hindu undivided families of which such person is a
coparcener
11.1.3. “Cut-off date” means a date not more than three working days before the
date of meeting for determining the eligibility to vote;
11.1.4. “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(5C)
or Regulation 22(7) of the InvIT Regulations, irrespective of whether present
or not;
11.1.5. “Frequently traded units” shall have the same meaning as defined under
clause 7.5.2. of this master circular;
11.1.6. [“Relevant date” means the last day of voting for resolution under
Regulation 22(5C) or Regulation 22(7) of the InvIT Regulations.
Provided that in case an acquisition described under Regulation 22(5C) or
change in sponsor or inducted sponsor or change in control of sponsor or
inducted sponsor under regulation 22(7) of InvIT 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.]47
11.2. 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 InvIT 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
47 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021
Page 97 of 205
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 - 4.
11.3. Upon completion of exit option process, a due diligence certificate in line with
format specified in the Form D in Annexure - 1 shall be filed by the lead
manager(s) with the Board within two working days of payment of consideration
by the acquirer.
11.4. Manner and mechanism of exit option:
11.4.1. 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.
11.4.2. Investment Manager (IM) 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.
11.4.3. Units tendered in exit option shall be in multiples of the trading lot as
applicable to the units of the same class of the InvIT, under the existing
provisions of the InvIT Regulations and circulars issued thereunder.
11.4.4. 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.
11.4.5. 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 IM for the
purpose of obtaining approval of the unit
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Activity Description Timelines
holders under Regulation 22(5C) or
Regulation 22(7) of InvIT Regulations.
Further, a person being inducted as a sponsor
shall give declaration to IM with regard to
satisfying the eligibility conditions prescribed
for a sponsor under InvIT Regulations.
On receipt of notice, IM shall intimate to stock Immediately but not later
exchange(s) than twenty four hours
from the receipt of such
notice
IM shall convene a meeting of unit holders for Voting to be completed not
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 IM 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 IM 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 IM the Date of Intimation
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Activity Description Timelines
regarding his intention of providing exit option
to dissenting unit holders
Upon receipt of public notice from the Lead Immediately but not later
Manager, IM shall provide the list of dissenting than twenty four hours
unit holders to the Lead Manager(s). from the receipt of public
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
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 IM to Lead
Manager would be deposited in the manner
specified at para 11.4.7 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.
Page 100 of 205
Activity Description Timelines
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 IM that Within two working days
the payment has been duly made to all the from the date of payment
dissenting unit holders whose units have been of consideration
accepted in the exit option.
Based on the information received from Lead
Manager, IM shall update aggregate number
of units tendered, accepted, payment of the
consideration and the post-exit option unit
holding pattern of the InvIT with stock
exchange(s).
11.4.6. [However, in case an acquisition described under Regulation 22(5C) or
change in sponsor or change in control of sponsor or inducted sponsor
under Regulation 22(7) of InvIT 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 IM regarding Announcement made for the
acquisition which triggers the provision of acquisition in terms of SEBI
Regulation 22(5C) or Regulation 22(7) of (Substantial Acquisition of
InvIT Regulations. Shares and Takeover)
Regulations, 2011
Page 101 of 205
Activity Description Timelines
Immediately but not later
On receipt of notice, IM shall intimate to stock
than twenty four hours from
exchange(s)
the receipt of such notice
Acquirer shall give second notice to the IM
for the purpose of obtaining approval of the
unit holders under Regulation 22(5C) or
Regulation 22(7) of InvIT Regulations. Not later than two working
The acquirer shall also confirm to the IM that days from the completion of
it shall give exit option to dissenting unit the acquisition which
holders in case approval of the requisite triggered the provisions of
majority is not received. Regulation 22(5C) or
Further, a person being inducted as a Regulation 22(7) of InvIT
sponsor shall give declaration to IM with Regulations
regard to satisfying the eligibility conditions
prescribed for a sponsor under InvIT
Regulations.
Immediately but not later
On receipt of second notice, IM shall intimate than twenty four hours from
to stock exchange(s) the receipt of such second
notice
Voting to be completed not
IM shall convene a meeting of unit holders
later than three working
for voting
days from the cut-off date
and within twenty one days
from the date of receipt of
second notice from the
acquirer
Page 102 of 205
Activity Description Timelines
Intimation of outcome of the unit holders’
meeting by the IM 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.
IM shall provide the list of dissenting unit
holders to the Lead Manager(s).
The day of aforesaid intimation by IM shall be
construed as “Date of Intimation”.
Acquirer through the Lead Manager(s) shall
send the Letter of Offer (LoF) to all dissenting
unit holders and file a copy of the same with
the stock exchange(s). Lead Manager(s)
shall exercise due diligence with regard to all Within three working days
information and disclosures contained in the from the Date of Intimation
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 IM to Lead
tendering period.
Manager would be deposited in the manner
specified at para 11.4.7 below.
Tender date and tender period for tendering Seventh working day from
units in exit option the “Date of Intimation”
Page 103 of 205
Activity Description Timelines
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 IM that
the payment has been duly made to all the
dissenting unit holders whose units have
been accepted in the exit option.
Within two working days
Based on the information received from Lead
from the date of payment of
Manager, IM shall update aggregate number
consideration]48
of units tendered, accepted, payment of the
consideration and the post-exit option unit
holding pattern of the InvIT with stock
exchange(s).
11.4.7. 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
48 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021
Page 104 of 205
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.
11.5. Exit Price
11.5.1. The exit price payable to the dissenting unit holders shall be highest of the
following:
a) the highest negotiated price per unit of the InvIT 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 InvIT are recorded during such period, provided such units are
frequently traded;
e) Where the units of the InvIT 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 InvIT
Page 105 of 205
based on a full valuation of all existing InvIT assets conducted in terms
of InvIT Regulations, book value, comparable trading multiples, and such
other parameters as are customary for valuation of units of such InvITs.
11.5.2. 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 InvIT
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.
11.5.3. Where the Acquirer or persons acting in concert with him acquires units of
the InvIT during the period of twenty-six weeks after the tendering period at a
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 InvIT Regulations or open market purchases
made in the ordinary course on the stock exchanges, not being negotiated
acquisition of units of the InvIT whether by way of bulk deals, block deals or
in any other form.
11.5.4. [In case an acquisition described under Regulation 22(5C) or change in
sponsor or inducted sponsor or change in control of sponsor or inducted
sponsor under regulation 22(7) of InvIT 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
Page 106 of 205
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.]49
11.6. Maintenance of minimum public unitholding
11.6.1. 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 InvIT 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.
49 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/639 dated October 05, 2021
Page 107 of 205
Chapter 12. Investor Charter and Disclosure of Investor Complaints by Merchant
Bankers for public offers by InvITs50
12.1. Publication of Investors Charter
12.1.1. All registered Merchant Bankers are advised to disclose on their websites,
the Investor Charter for Public Offer of units by InvITs, as provided at
Annexure - 9.
12.2. Disclosure of Investor complaints
12.2.1. 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.
50 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021
Page 108 of 205
Chapter 13. Investor Charter and Disclosure of Investor Complaints by Merchant
Bankers for private placement of units51
13.1. Publication of Investors Charter
13.1.1. All registered Merchant Bankers are advised to disclose on their websites,
the Investor Charter for private placement of units by InvITs proposed to be
listed, as provided at Annexure - 11.
13.2. Disclosure of Investor complaints
13.2.1. 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 - 12.
51 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021
Page 109 of 205
Chapter 14. Framework for conversion of Private Listed InvIT into Public InvIT52
14.1. Definitions
14.1.1. “Private Listed InvIT” means an InvIT which has issued units in terms of
Regulation 14(2) of the InvIT Regulations.
14.1.2. “Public InvIT” means an InvIT which has issued units in terms of Regulation
14(4) of the InvIT Regulations.
14.2. Conversion of Private Listed InvIT to Public InvIT
14.2.1. A Private Listed InvIT may convert into a Public InvIT on making a public
issue of units through a fresh issue and/or an offer for sale in terms of the
InvIT Regulations in the manner provided in this chapter.
14.2.2. Post issuance and listing of such units through public issue in accordance
with this chapter, the Private Listed InvIT shall stand transformed and shall be
considered a Public InvIT and it shall be required to comply with all provisions
of the InvIT Regulations prescribed for Public InvITs.
14.3. Conditions for issuance
14.3.1. In addition to the conditions applicable for initial offer through public issue
of units under the InvIT Regulations and any circular issued thereunder, a
Private Listed InvIT shall fulfil the following conditions at the time of filing of
draft offer document:
a) The assets held by the InvIT satisfies the conditions specified under sub-
regulation (5) of regulation 18 of the InvIT Regulations.
b) It is compliant with all the applicable listing obligations and disclosure
requirements specified for Private Listed InvIT since the date of its listing
or preceding three years, whichever is less.
52 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/15 dated February 09, 2022
Page 110 of 205
Provided that imposition of only monetary fines by stock exchanges on it
or its Investment Manager shall not be a ground for ineligibility for
issuance.
c) It has not defaulted in making any distribution since listing, as applicable
under the terms of the InvIT Regulations, its distribution policy (if any)
and other applicable laws since the date of its listing or preceding three
years, whichever is less.
d) It is compliant with Regulation 16(6) and Regulation 16(7) of the InvIT
Regulations as applicable to Private Listed InvIT.
e) It has obtained approval from seventy five per cent. of the unit holders by
value for such public issue of units.
14.4. Conditions for offer for sale of units
14.4.1. Units held by an existing unit holder of a Private Listed InvIT may be offered
for sale in the public issue in accordance with Regulation 14(4)(v) of the InvIT
Regulations.
Provided that such units shall be free from any encumbrance or lock-in on the
date of filing of draft offer document.
Provided further that unitholders, other than the sponsor(s), its related parties
and its associates, who offer units towards the offer for sale shall not be
eligible to participate in the public issue.
14.5. Process for public issue of units
14.5.1. For such public issue, the InvIT shall comply with the requirements for initial
offer through public issue prescribed under InvIT Regulations and shall follow
the guidelines for public issue of units of InvITs provided in Chapter 2 of this
master circular including any amendments thereto.
14.6. Minimum sponsor(s) contribution
Page 111 of 205
14.6.1. Minimum sponsor(s) contribution for the public issue of units shall be either
to the extent of fifteen per cent. of the units issued through the public issue or
to the extent of fifteen percent of the post-issue capital.
Provided that “fifteen” shall be read as “twenty five” in case the requirements
specified under clause (iii) of sub-regulation (3) of Regulation 12 of InvIT
Regulations are not fulfilled.
14.6.2. Units offered towards minimum sponsor(s) contribution shall be locked-in
for a period of eighteen months from the date of listing of units allotted in such
public issue.
Provided that if any units are already locked-in and the remaining lock-in
period is more than eighteen months, the units shall continue to be locked-in
for such remaining period.
14.7. Restrictions on transferability of units
14.7.1. Units held by the sponsor(s) in excess of minimum sponsor(s) contribution,
shall be locked-in for a period of one year from the date of listing of units
allotted in the public issue.
Provided that if any units are already locked-in and the remaining lock-in
period is more than one year, the units shall continue to be locked-in for such
remaining period.
14.7.2. Units held prior to the issue, by persons other than the sponsor(s), shall be
locked in for a period one year from the date of listing of units allotted in the
public issue.
14.8. Maximum subscription from investors
14.8.1. Maximum subscription from any investor other than sponsor(s), its related
parties and its associates, in initial offer shall not be more than 25 percent of
the total unit capital on post-issue basis.
Page 112 of 205
14.9. Disclosures in the draft offer document/offer document
14.9.1. In addition to the disclosures mandated in terms of Schedule III of the InvIT
Regulations and any circulars issued for the purpose, the InvIT shall disclose
the following:
a) Details of distributions made by the InvIT
b) Comparison of actual performance vis-à-vis the projections made in the
placement memorandum at the time of initial offer
Page 113 of 205
Chapter 15. Reduction of timelines for listing of units of privately placed
Infrastructure Investment Trust (InvIT)53
15.1. Regulation 16(8) (a) of SEBI (Infrastructure Investment Trusts) Regulations,
2014 (“InvIT Regulations) provides that the listing of privately placed units shall
be done within thirty working days from the date of allotment. These timelines
prescribed in the InvIT Regulations are indicative. Considering the time taken for
listing of units of privately placed InvIT in recent past and as a part of the
continuing endeavour to streamline the process of allotment and listing of units,
the time taken for allotment and listing of units of privately placed Infrastructure
Investment Trust (InvIT), after the closure of issue shall be six working days. The
timelines within which the units shall be listed from issue closure are as under:
Timelines from issue closure till date of listing
S. No. Details of Activities Due date
1. C losure of issue and receipt of funds T day
2. P ost receipt of funds, Sponsor shall transfer its entire
shareholding or interest or rights in the HoldCo and /or SPV or
ownership of the infrastructure projects as disclosed in the
Within T+3
placement memorandum.
working day
3. F inalize the list of allottees along with the number of units to be
allotted to the applicants pursuant to the issue.
4. F inalization of Final Placement Memorandum (FPM) and dispatch
of confirmation of allocation notes (“CANs”) along with FPM.
53 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/087 dated June 24, 2022
Page 114 of 205
S. No. Details of Activities Due date
5. I nvestment manager on behalf of the InvIT to initiate Within T+3
corporate action for credit of units of InvIT to the demat
working day
account of sponsor(s)/other shareholders of the SPV/Holdcos and
to the demat account of the investors in the private placement.
6. R eceipt of confirmation by Investment Manager from Depositories
Within T+4
for credit of Units in demat accounts of sponsor(s)/other
working day
shareholders of the SPV/Holdcos and the investors in the private
placement, and lock-in of units to the extent applicable.
7. P ost successful allotment, Investment Manager on behalf of InvIT
shall make listing application to stock exchange(s) for listing and
trading permission Within T+5
8. S tock exchange(s) to issue notice for listing and working day
commencement of trading.
9. S tock exchange to send the notice to depositories in order to
change the status of ISIN to active.
10. T rading commences Within T+6
working day
Working days will be all trading days of stock exchanges, excluding Sundays, and
bank holidays.
15.2. The stock exchanges and depositories shall co-ordinate to ensure completion of
listing and commencement of trading of units of InvIT issued on private placement
basis, within six working days from the date of the closure of issue.
15.3. Stock Exchange(s) are advised to inform the listing approval details to the
Depositories whenever listing permission is given to InvIT units issued on private
placement basis, within the above prescribed timelines. Subsequently,
Depositories shall activate the ISINs of InvIT units issued on private placement
basis only after the Stock Exchange(s) have accorded approval for listing of such
units of InvIT.
Page 115 of 205
Chapter 16. Issue and listing of Commercial Paper by listed InvITs54
16.1. InvITs may issue listed commercial papers subject to the following:
a) InvITs shall abide by the guidelines prescribed by Reserve Bank of India for
issuances of commercial papers.
b) InvITs shall abide by the conditions of listing norms prescribed by SEBI under
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 (Infrastructure Investment Trusts) Regulations, 2014.
54 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/123 dated September 22, 2022
Page 116 of 205
Chapter 17. Facility of conducting meetings of unit holders of InvITs through
Video Conferencing or Other Audio Visual means55
17.1. Regulation 22(3)(a) of SEBI (Infrastructure 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,
Investment Manager of InvITs are also required to hold meetings of unit
holders for certain matters specified under SEBI (Infrastructure Investment
Trusts) Regulations, 2014.
17.2. 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.
17.3. In order to allow maximum participation of unit holders in the meeting and for
better governance, Investment Manager of the InvIT 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 Investment Manager of the InvIT is required to
adopt the following procedures in addition to any other requirement
specified under the SEBI (Infrastructure Investment Trusts) Regulations, 2014
and circulars issued thereunder:
17.3.1. The recorded transcript of the meeting held through Video Conferencing
or Other Audio Visual means shall be maintained in safe custody of the
Investment Manager of the InvIT and shall also be uploaded by the
Investment Manager of the InvIT on the website of the InvIT as soon as
possible after the conclusion of the meeting.
55 Circular No. SEBI/HO/DDHS/DDHS_Div2/P/CIR/2023/14 dated January 12, 2023
Page 117 of 205
17.3.2. Convenience of different persons positioned in different time zones shall be
kept in mind by the Investment Manager of the InvIT before scheduling the
meeting.
17.3.3. 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 pose questions concurrently or given time to
submit questions in advance on the email address of the InvIT.
17.3.4. 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.
17.3.5. Before the actual date of the meeting, the facility of remote e-voting
shall be provided.
17.3.6. 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.
17.3.7. 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 Investment Manager of the InvIT
to enable unit holders to participate and vote on the items being considered
in the meeting.
17.3.8. 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.
17.3.9. At least one independent director of Investment Manager of the InvIT and
the auditor of the InvIT or his/her authorized representative who is qualified to
be the auditor shall attend such meeting.
Page 118 of 205
17.3.10. 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. Investment Manager of
the InvIT 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.
(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 InvIT and
stock exchanges.
(iv) The manner in which unit holders who have not registered their e-
mail address with InvIT 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 InvIT or depositories can get the same registered.
(vi) Any other detail considered necessary by the Investment Manager of
the InvIT.
17.3.11. The notice to the unit holders may be given through emails registered with
the InvIT or with depositories.
17.3.12. Investment Manager of the InvIT 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.
17.3.13. Investment Manager of InvIT shall ensure that all other compliances
associated with the provisions relating to meeting of unit holders are
Page 119 of 205
complied with and documents required to be provided to unit holders, if any,
are provided through electronic mode.
17.4. Reporting and Monitoring:
(a) The Investment Manager of the InvIT 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 InvIT shall attend meeting of unit holders and monitor the
meetings conducted through Video Conferencing or Other Audio Visual
means.
Page 120 of 205
Chapter 18. Dematerialization of securities of Hold Cos and SPVs held by
Infrastructure Investment Trusts (InvITs)56
18.1. Regulation 14(4)(r) of SEBI (Infrastructure Investment Trusts) Regulations,
2014 (“InvIT Regulations”) provides that the units of InvIT shall be issued
only in dematerialized form to all the applicants.
18.2. In order to promote dematerialization of securities, encourage ease of doing
business, improve transparency in the dealings of securities of Hold Cos/ SPVs,
InvITs shall hold the securities of Hold Cos and SPVs in dematerialized form
only. The Investment manager of the InvIT shall ensure the same.
56 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/76 dated May 22, 2023
Page 121 of 205
Chapter 19. Format for Annual Secretarial Compliance Report for InvITs57
19.1. Regulation 26J of SEBI (Infrastructure Investment Trusts) Regulations, 2014
(“InvIT Regulations”) requires as under:
(1) The investment 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 InvIT.
19.2. Accordingly, the following shall be complied with regard to annual secretarial
compliance report:
(a) The investment manager of the InvIT, 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
investment manager of the InvIT.
(b) The format for the annual secretarial compliance report is placed at Annexure
- 14.
(c) The investment manager of the InvIT shall provide all such
documents/information as maybe sought by the practicing company secretary
for the purpose of providing secretarial compliance report.
19.3. Reporting and Monitoring
(a) The investment manager of the InvIT 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 InvIT.
57 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/102 dated June 26, 2023
Page 122 of 205
(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.
Chapter 20. Format of Compliance Report on Governance for InvITs58
20.1. Regulation 26K of SEBI (Infrastructure Investment Trusts) Regulations, 2014
(“InvIT Regulations”) requires as under:
(1) The investment 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 investment
manager.
20.2. Accordingly, the formats of Compliance Report on Governance shall be as under:
(a) Part A of Annexure - 15 : within twenty one days from the end of each quarter;
(b) Part B of Annexure - 15 : within twenty one days from the end of financial year
on an annual basis;
(c) Part C of Annexure - 15 : within three months from the end of financial year on
an annual basis;
20.3. Reporting and Monitoring
(a) The investment manager of the InvIT 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 InvIT.
(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.
58 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/100 dated June 26, 2023
Page 123 of 205
Chapter 21. Manner of achieving minimum public unitholding - InvITs59
21.1. Regulation 14(1A) of SEBI (Infrastructure Investment Trusts) Regulations, 2014
(“InvIT Regulations”) inter-alia mandates that any listed InvIT 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.
21.2. In order to facilitate InvITs to achieve minimum public unitholding compliance as
required under InvIT Regulations, Investment Manager of the InvIT 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) / Investment Manager /
Project Manager and their
associates/related parties to public
through offer document
3. Offer for sale of units held by -
Sponsor(s) / Investment Manager /
Project Manager and their
associates/related parties through
the Stock Exchange mechanism
i.e., the secondary market, in terms
of circular reference No.
SEBI/HO/MRD/MRD-PoD-
59 Circular No. SEBI/HO/DDHS/PoD2/P/CIR/2023/107 dated June 27, 2023
Page 124 of 205
No. Method Specific conditions, if any, applicable
3/P/CIR/2023/10 dated January 10,
2023.
4. Rights issue to public unitholders Sponsor(s) / Investment Manager /
Project Manager and their
associates/related parties unitholders
shall forgo their entitlement to units that
may arise from such issue.
5. Bonus Issue to public unitholders Sponsor(s) / Investment Manager
/Project Manager and their
associates/related parties 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 Sponsor(s) / i. Sponsor(s) / Investment Manager /
Investment Manager /Project Project Manager and their
Manager and their associates/related parties can use
associates/related parties in the either the mechanism specified at Sl.
open market in any one of the No. 7(i) or 7(ii) to comply with
following ways, subject to minimum public unitholding
compliance with the conditions requirements, but not both.
specified:
ii. The Investment Manager of the InvIT
i. Sponsor(s) / Investment shall, at least one trading day prior to
Manager / Project Manager and every such proposed sale, announce
their associates/related parties the following details to the stock
can sell up to 2% of the total exchange(s) where its units are listed:
paid-up unit capital of the InvIT,
Page 125 of 205
No. Method Specific conditions, if any, applicable
subject to five times’ average a) the intention of the Sponsor(s) /
monthly trading volume of the Investment Manager/ Project
units of the InvIT, every Manager and their associates/
financial year till the due date related parties to sell and the
for minimum public unitholding purpose of sale;
requirement as per InvIT b) the details of Sponsor(s) /
Regulations Investment Manager/ Project
Manager and their associates/
Provided that the above limit of related parties, who propose to
five times’ average monthly divest their unitholding;
trading volume of the units of c) total number of units and
the InvIT shall not be applicable percentage of unitholding in the
to a privately placed InvIT. InvIT that is proposed to be
divested; and
(or) d) the period within which the entire
divestment process will be
ii. Sponsor(s) / Investment completed.
Manager / Project Manager and
their associates/related parties iii. The Investment Manager of the InvIT
can sell upto a maximum of 5% shall also give an undertaking to the
of the paid-up unit capital of the recognized stock exchange(s)
InvIT during a financial year obtained from the Sponsor(s) /
subject to the condition that the Investment Manager/ Project
public unitholding in the InvIT Manager and their associates/ related
shall become 25% after parties that they shall not buy any
completion of such sale. The units in the open market on the dates
sale can be in a single tranche on which the units are being sold by
or in multiple tranches during them as stated above.
Page 126 of 205
No. Method Specific conditions, if any, applicable
the said financial year. The
number of units to be sold shall iv. The InvIT, its Sponsor(s) / Investment
not exceed the trading volume Manager/ Project Manager and their
of the units of the InvIT during associates/ related parties shall
the preceding 12 months from ensure compliance with all applicable
the date of announcement. legal provisions including that of the
Securities and Exchange Board of
Provided that the above limit India (Prohibition of Insider Trading)
related to the trading volume of Regulations, 2015 and InvIT
units of the InvIT during the Regulations.]60
preceding 12 months from the
date of announcement, shall
not be applicable to a privately
placed InvIT.
8. Transfer of units held by Sponsor(s) The Investment Manager of the InvIT
/ Investment Manager / Project shall, at least one trading day prior to
Manager and their such proposed transfer, announce the
associates/related parties to an following details to the stock exchange(s)
Exchange Traded Fund (ETF) where its units are listed:
managed by a SEBI-registered i. the intention of the Sponsor(s) /
mutual fund, subject to a maximum Investment Manager/ Project
of 5% of the paid-up unit capital of Manager and their associates/
the InvIT. related parties to transfer units and
the purpose of such transfer;
ii. the details of Sponsor(s) / Investment
Manager/ Project Manager and their
associates/ related parties who
60 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/174 dated October 31, 2023
Page 127 of 205
No. Method Specific conditions, if any, applicable
propose to transfer their units in the
InvIT;
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) / Investment Manager/
Project Manager and their
associates/ related parties.
The Investment Manager of the InvIT
shall also give an undertaking to the
recognized stock exchange(s) obtained
from the Sponsor(s) / Investment
Manager/ Project Manager and their
associates/ related parties that they shall
not subscribe to the units of such ETF to
which units have been transferred by
Sponsor(s) / Investment Manager /
Project Manager and their
associates/related parties entities for the
purpose of MPS compliance.
9. Any other method as may be The Investment Manager of the InvIT
approved by the Board on a case to shall approach the Board with an
case basis. application containing relevant details to
obtain prior permission.
The Board would endeavour to
communicate its decision within thirty
Page 128 of 205
No. Method Specific conditions, if any, applicable
days from the date of receipt of the
proposal or the date of receipt of
additional information as sought from the
Investment Manager of the InvIT.
[10. Issuance of units through Only units issued to the public shall be
preferential allotment by privately considered for compliance with minimum
placed InvIT. unitholding requirement]61
21.3. The Stock Exchange(s) shall monitor the methods adopted by InvITs 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.
61 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/174 dated October 31, 2023
Page 129 of 205
Chapter 22. Board nomination rights to unitholders of Infrastructure Investment
Trusts (InvITs)62
22.1. Regulation 4(2)(h) of SEBI (Infrastructure Investment Trusts) Regulations, 2014
(“InvIT Regulations”) inter-alia provides that unitholder(s) holding not less than ten
percent of the total outstanding units of the InvIT, either individually or collectively,
shall be entitled to nominate one director on the board of directors of the
Investment Manager, in the manner as may be specified by the Board.
Accordingly, the framework to exercise board nomination rights by the Eligible
Unitholder(s) has been specified hereunder.
22.2. Definitions
22.2.1. “Eligible Unitholder(s)” shall mean unitholder(s) holding ten percent or more of
the total outstanding units of the InvIT, either individually or collectively.
22.2.2. “Unitholder Nominee Director” shall mean a non-independent director
nominated by Eligible Unitholder(s) on the Board of Directors of the Investment
Manager.
22.3. Conditions for Nomination of a Unitholder Nominee Director
22.3.1. (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 Investment Manager is available to any entity
(or to an associate of such entity) in the capacity of shareholder of the
62 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/153 dated September 11, 2023
Page 130 of 205
Investment Manager or lender to the Investment Manager or the InvIT (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.]63
22.3.2. 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).
22.3.3. The Board of Directors of the Investment 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 InvIT.
22.3.4. 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.
22.4. Nomination by unitholders on an annual basis
63 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/109 dated August 06, 2024
Page 131 of 205
22.4.1. The Investment Manager shall send a written intimation to all unitholders on
their email address(es) registered either with the Investment Manager or with
any depository, within ten days from the end of each financial year, requesting
them to inform the Investment Manager if any Eligible Unitholder(s) wish to
exercise the right to nominate a Unitholder Nominee Director.
22.4.2. 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 Investment Manager and for appointment of the Unitholder
Nominee Director.
(a) Eligible Unitholder(s) who wish to exercise this right shall inform the
Investment Manager through a written notice within ten days of receipt of the
intimation from the Investment Manager. The Eligible Unitholder(s) shall be
reckoned based on the unitholding pattern of the InvIT as on March 31st of
the financial year.
(b) The Eligible Unitholder(s) shall inform the Investment Manager of the InvIT in
writing of their proposed candidate for the Unitholder Nominee Director along
with following details:
i. name of the candidate
ii. DIN of the candidate
iii. 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 InvIT operates and directorship
in other entities, together with back-up documents
iv. details of any outstanding criminal action, regulatory action or material
civil litigation against the candidate
Page 132 of 205
v. details required under The Companies Act, 2013 to facilitate the
Investment Manager for filing of Form DIR-12
vi. confirmations in relation to eligibility of the candidate as set out in
paragraph 22.10.
(c) 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 Investment
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).
(d) 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 InvIT, failing which they shall lose the right to have their Unitholder
Nominee Director on the Board of Directors of the Investment Manager.
(e) The eligibility of a Unitholder Nominee Director shall be confirmed by the
Investment Manager, based on the evaluation done by the Nomination and
Remuneration Committee and/or the Board of Directors of the Investment
Manager in line with the policy formulated in this regard, within ten days of
receipt of notice from Eligible Unitholder(s).
(f) Once the eligibility of a Unitholder Nominee Director is confirmed, the
Investment 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 Investment Manager shall ensure that the
Page 133 of 205
appointment of the Unitholder Nominee Director is in compliance with the
requirements with respect to the composition of the Board of Directors under
the InvIT Regulations and other applicable laws.
(g) 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 Investment Manager in line with the policy
formulated in this regard, the reasons shall be recorded in writing and shall
be communicated by the Investment 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 Investment Manager.
22.5. A Unitholder Nominee Director shall continue to remain on the Board of Directors
of the Investment 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 Investment Manager or
(d) the Unitholder Nominee Director is unable to serve or resign or is removed
from the Board of Directors of the Investment Manager for any reason including
the reasons set out in this circular.
22.6. 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 22.4.
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22.7. Review of Unitholding of Eligible Unitholder(s) by the Investment Manager
22.7.1. The Investment Manager of the InvIT 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 InvIT and make a report of the same. The Investment Manager of the InvIT
shall submit such report to the Trustee of the InvIT.
22.7.2. On review by the Investment Manager, if it is found that Eligible Unitholder(s) do
not have/hold the required number of units, then the Investment Manager shall
inform the same to the Trustee, such unitholder(s) and the Unitholder Nominee
Director. The Investment 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 Investment Manager forthwith
and such Unitholder Nominee Director shall accordingly resign / step down from
the board.
22.8. Change in Unitholder Nominee Director or withdrawal of nomination
22.8.1. 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 Investment Manager, then such Eligible
Unitholder(s), or their authorized representatives, shall inform the Investment
Manager and the Unitholder Nominee Director of the same, and the Unitholder
Nominee Director shall resign / step down from the Board of Directors of the
Investment Manager forthwith.
22.8.2. 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
Page 135 of 205
of the Investment Manager, then such Eligible Unitholder(s), or their authorized
representatives, shall inform the Investment Manager of the proposed candidate
in the manner set out in paragraph 22.4.2(b) to 22.4.2(d) of this circular. The
Investment Manager shall evaluate the proposed candidate and the provisions
of paragraph 22.4.2(e) to 22.4.2(g) of this circular shall apply.
22.9. Vacating of office of a Unitholder Nominee Director
22.9.1. 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 InvIT, then the Eligible Unitholder(s) shall,
notwithstanding the requirement contained in paragraph 22.7 above,
immediately inform the Investment Manager within two working days from such
change and the Unitholder Nominee Director shall resign / step down from the
Board of Directors of the Investment Manager within two working days from such
change.
22.9.2. 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 InvIT on account of any fresh issuance of units by InvIT,
then the Eligible Unitholder(s) shall, notwithstanding the requirement contained
in paragraph 22.7 above, immediately inform the Investment Manager within
two working days from the date of allotment of fresh units of the InvIT and the
Unitholder Nominee Director shall resign / step down from the Board of Directors
of the Investment Manager within two working days from such date of allotment.
22.9.3. 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 22.4.2(b) to 22.4.2(g) of this circular.
Page 136 of 205
22.9.4. 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 Investment Manager under paragraph 22.3.3
of this circular.
22.10. Eligibility criteria for Unitholder Nominee Directors
22.10.1. The following eligibility requirements should be fulfilled by the candidates
proposed to be considered for appointment as Unitholder Nominee Directors.
The Investment Manager may supplement these requirements as it deems fit,
through the policy adopted under paragraph 22.3.3 of this circular.
(a) 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.
(b) 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.
(c) The person’s name does not appear under any list of disqualified directors
issued by the Ministry of Corporate Affairs and is not debarred from acting as
a director or member of management by any court, regulatory or supervisory
authority.
Page 137 of 205
(d) The person is not debarred from accessing the capital markets by the Board
or any other authority.
(e) 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.
22.11. Reporting and Monitoring
22.11.1. The Investment Manager of the InvIT 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 InvIT and make a report of the same. The Investment Manager of the InvIT
shall submit such report to the Trustee of the InvIT.
Page 138 of 205
Chapter 23. Procedural framework for dealing with unclaimed amounts lying
with Infrastructure Investment Trusts (InvITs) and manner of claiming
such amounts by unitholders64
23.1. Regulation 18(6)(b) of the SEBI (Infrastructure Investment Trusts) Regulations,
2014 (‘InvIT Regulations’), mandate that not less than ninety percent of Net
Distributable Cash Flows (NDCFs) of the InvIT shall be distributed to the
unitholders.
23.2. Regulation 18(6)(c) of the InvIT Regulations, inter-alia, provides the timelines for
distribution. that such distributions to be made by the InvIT, shall be declared and
made not less than once every six months in every financial year in case of
publicly offered InvITs and not less than once every year in case of privately
placed InvITs and shall be made not later than fifteen days from the date of such
declaration65. 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.
23.3. 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(6)(e) of the InvIT Regulations, was inserted, as under:
“any amount remaining unclaimed or unpaid out of the distributions declared by a
InvIT 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.”
23.4. Further, Regulation 18(6)(f) of the InvIT Regulations, provides that, ‘the unclaimed
or unpaid amount of a person that has been transferred to the Investor Protection
64 Circular No. SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/178 dated November 08, 2023
65 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 November 13, 2024
Page 139 of 205
and Education Fund in terms of sub-clause (e), maybe claimed in such manner
as may be specified by the Board’.
23.5. In order to define the manner of handling the unclaimed amounts lying with the
InvITs, 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).
23.6. 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 InvIT which
shall process the claim and then seek refund from the Board for the said amount.
23.7. A framework defining the procedure to be followed by an InvIT 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 - 16.
23.8. Further, for InvITs 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 - 16, from March 1, 2024. For InvITs 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 - 16, on or before March 31, 2024.
Page 140 of 205
Chapter 24. Format of Quarterly Report and Compliance Certificate66
24.1. Regulation 9(3) of the Securities and Exchange Board of India (Infrastructure
Investment Trusts) Regulations, 2014 (“InvIT Regulations”) requires as under:
“The trustee shall oversee activities of the investment manager in the interest of
the unit holders, ensure that the investment manager complies with regulation 10
and shall obtain compliance certificate from the investment manager, in the form
as may be specified, on a quarterly basis.”
24.2. Regulation 10(18)(a) of the InvIT Regulations requires as under:
“The investment manager shall submit to the trustee-
(a) quarterly reports on the activities of the InvIT including receipts for all funds
received by it and for all payments made, position on compliance with
these regulations, specifically compliance with regulations 18, 19 and 20,
performance report, status of development of under-construction
projects, within thirty days of end of such quarter;”
24.3. To ensure uniformity across the industry, Bharat InvITs Association (“BIA”), in
consultation with SEBI, shall specify the format of quarterly report and compliance
certificate required to be submitted by the Investment Manager of the InvIT to the
Trustee under Regulation 10(18)(a) and Regulation 9(3) of the InvIT Regulations
respectively, and publish it on its website. Any future changes to this format shall
be made by BIA in consultation with SEBI, prior to implementation.
24.4. All InvITs shall follow the aforementioned format specified by BIA to ensure
compliance with Regulation 10(18)(a) and Regulation 9(3) of the InvIT
Regulations.
66 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 November 13, 2024
Page 141 of 205
Annexures
Page 142 of 205
Annexure - 1 .67
[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 InvIT)
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 InvIT, its Sponsor(s)
and Investment 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 Investment 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
67 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016
Page 143 of 205
of the InvIT Regulations, circulars, guidelines issued thereunder and other
applicable legal requirements.
(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 has been obtained for inclusion of their
units as part of sponsors contribution.
(6) We certify that the proposed activities of the InvIT 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 InvIT.
(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 Investment
manager on behalf of the InvIT specifically contains this condition.
(8) We certify that the following disclosures have been made in the draft offer document:
(a) An undertaking from the Investment manager on behalf of the InvIT that at any
given time, there shall be only one denomination for the units of the InvIT and
(b) An undertaking from the Investment manager on behalf of the InvIT 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/investment manager, experience of the key personnel, etc.
(10) We enclose a checklist confirming regulation-wise compliance with the applicable
provisions of the InvIT 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 InvIT 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 144 of 205
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 InvIT)
(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 InvIT 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 InvIT.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 145 of 205
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 InvIT)
(1) This is to certify that all the material disclosures in respect of the InvIT 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 InvIT Regulations and circulars thereunder.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 146 of 205
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 InvIT)
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’ contribution and the units in
excess of minimum sponsors’ contribution have been locked-in in terms of
Regulation 12 of the InvIT 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 InvIT Regulations.
Place: Merchant Banker(s) to the Issue
Date: with Official Seal(s)
Page 147 of 205
Annexure - 2 .68
[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 lead merchant banker to give correct information after verifying
it from the Investment Manager and the registrar to the issue.
(1) Name of the InvIT :
(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 for different categories :
(b) Amount per unit on application for different categories :
(c) Issue size: (Rs lakhs)
i. Sponsors' contribution :
ii. Amount through offer document:
(d) 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 75% minimum subscription of the amount through offer
document is collected. (i) YES (ii) NO
Signed by Signed by Signed by
Registrars to the Issue Investment manager on Lead Merchant Banker(s)
behalf of the InvIT
Date:
Place:
68 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016
Page 148 of 205
PART B
FORMAT OF FINAL POST ISSUE REPORT FOR PUBLIC ISSUE
Subscription Status: (Subscribed / Undersubscribed)
Notes:
(1) It is the responsibility of lead merchant banker to give correct information after verifying
the facts from the investment manager and the registrar to the issue.
(2) The lead merchant banker 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 InvIT :
(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 :
(12) Amount of refund due : Rs.
Page 149 of 205
(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 Investment manager on Lead Merchant Banker(s)
behalf of the InvIT
Place:
Date:
Page 150 of 205
Annexure - 3 .69
[see Chapter 2]
FORMAT OF ABRIDGED VERSION OF THE OFFER DOCUMENT
1. Summary of the terms of the issue
Name of the InvIT
Name of the sponsor(s), Investment Manager, Project Manager,
Trustee
Contact details of the Investment Manager
Contact details of the Merchant Banker
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 InvIT
Relevant Financial ratios
Capital structure of the InvIT 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
InvIT
2. Top 5 risk factors
69 Circular No. CIR/IMD/DF/55/2016 dated May 11, 2016
Page 151 of 205
Annexure - 4 .70
[see Chapter 11]
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 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.
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
70 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/122 dated July 17, 2020
Page 152 of 205
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 153 of 205
Annexure - 5 .71
[see Chapter 9]
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 InvIT Regulations and applicable guidelines.
2. The draft letter of offer and the letter of offer shall contain the disclosures as specified
under Schedule III of the InvIT Regulations in the following manner:
a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17 and 19
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 InvIT:
Provided that the link(s) to such document wherever available, including on the
website of the InvIT, 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 InvIT
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) and their associates in the issue
with respect to:
a) their rights entitlement
b) the unsubscribed portion over and above their rights entitlement:
Provided that such participation shall not result in a breach of the minimum public
unitholding requirement.
71 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/10 dated January 17, 2020
Page 154 of 205
5. Related Party Transactions:
a) Disclosure as per clause 9 of the Schedule III of the InvIT 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 InvIT, 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 InvIT, 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 Board along with the draft letter of offer and letter of offer.
7. Financials:
a) Disclosure as per clauses 11(a) to 11(c), 11(e) to 11(f) of the Schedule III of the
InvIT Regulations:
[Provided if the InvIT 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 InvIT for the last completed financial year and the stub period (if any).]72
b) Disclosure as per clause (a) above may be incorporated by reference to any public
disclosures of financials made under the InvIT Regulations or any circular issued
thereunder, along with link(s) to such disclosure(s) wherever available, including
on the website of the InvIT, stock exchanges.
c) Summary of financial statement of the assets being acquired for the previous three
years.
72 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020
Page 155 of 205
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 InvIT 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 InvIT Regulations or any circular issued
thereunder, along with link(s) to such disclosure(s) wherever available, including
on the website of the InvIT, 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 InvIT.
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 investment manager and
sponsor)
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 InvITs which are in compliance with InvIT 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 156 of 205
Annexure - 6 .73
[see Chapter 7]
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 InvIT
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 InvIT 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 investment 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 InvIT Regulations in the following
manner:
a) The disclosures as per clauses 1, 2, 3, 5, 6, 7(a), 8, 12, 13, 14, 15, 16, 17
and 19 shall be made in the preliminary placement document and placement
document.
73 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2019/143 dated November 27, 2019
Page 157 of 205
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 InvIT:
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 InvIT 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 InvIT 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 InvIT, 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 InvIT, 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 along with the preliminary placement
document and placement document.
7. Financials:
a) Disclosure as per clauses 11(a) to 11(c) and 11(e) to 11(f) of the Schedule
III of the InvIT Regulations:
[Provided that if the InvIT has undertaken any acquisition or disposal of any
material assets after the latest period for which the financial information is
Page 158 of 205
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 InvIT Regulations or any
circular issued thereunder, along with link(s) to such disclosure(s) wherever
available, including on the website of the InvIT, stock exchanges.]74
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 InvIT 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 InvIT Regulations or any
circular issued thereunder, along with link(s) to such disclosure(s) wherever
available, including on the website of the InvIT, stock exchanges.
10. Declarations (to be signed by the board of directors of the investment 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:
Provided that InvITs which are in compliance with InvIT 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.]75
74 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020
75 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/36 dated March 13, 2020
Page 159 of 205
Annexure - 7 .76
[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
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
76 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/600 dated July 22, 2021
Page 160 of 205
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 161 of 205
Annexure - 8 .77
[see Chapter 10]
Format for disclosure of details of encumbrance
Name of InvIT
Name of the recognised stock exchanges
where the units of InvIT 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:
77 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/43 dated March 23, 2020
Page 162 of 205
Annexure - 9 .78
[see Chapter 12]
PUBLIC ISSUE OF InvITs
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 InvITs
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), investment 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, investment 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 INVIT, sponsor, investment manager and stock
exchanges
TIMELINES
Sr. Timeline for which
Activity Information where available
No. activity takes place
78 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021
Page 163 of 205
1 Filing of draft offer 0 Websites of SEBI, Stock
document by Trust for public Exchanges, InvIT, Lead
comments Managers
2 Details of Strategic Before filing OD In the Offer Document
Investors
3 Details of anchor investors 1 day before issue Website of Stock Exchanges,
allotment opening date investment manager, Sponsor,
Lead Manager
4 Price band Advertisement 2 working days Website of Stock Exchanges,
and relevant financial ratio before IPO opens investment manager, Sponsor
5 Issue opening date After 5 working days Stock Exchanges website
after filing of OD with
SEBI
6 Availability of application Till issue closure date Stock Exchanges website
forms
7 Availability of material Till issue closure date Address given in Offer
documents for inspection by Document
investors
8 Advertisement on Within 10 days Website of the InvIT, sponsor,
subscription and basis of investment manager and stock
allotment exchanges
9 Allotment status and completion of basis of By email / post
allotment 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 only
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
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;
Page 164 of 205
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. Ensure that the Bid cum Application Form is signed by the ASBA Account holder if the
Bidder is not the ASBA Account holder;
10. 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
11. Ensure that the full Bid Amount is paid for Bids submitted by Anchor Investors and
Strategic Investors (as applicable);
12. Instruct your respective banks to not release the funds other than in relation to this Offer,
blocked in the ASBA Accounts;
13. 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.
14. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid
cum Application Forms;
15. Ensure that the category and the Bidder status is indicated;
16. 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 165 of 205
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;
GRIEVANCE REDRESSAL MECHANISM FOR INVESTORS 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 166 of 205
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN A PUBLIC ISSUE (INVIT)
Sr. Activity No. of
No calendar
days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned intermediary and T+1
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 manager with X
an acceptable reply
4 Investor may escalate the pending grievance, if any, to a senior officer T+21
of the lead manager of rank of Vice President or above
5 Lead manager, the concerned intermediary/ies and the investor shall Between T
exchange between themselves additional information related to the and X
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
exchanges, 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 167 of 205
Nature of enquiries for which the 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 168 of 205
Annexure - 10 .79
[see Chapter 12]
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 Carried Received Resolve Pending Pending Average
N from forward during d during at the complain Resolutio
from the the end of ts > 3 n time^
previous month month* month # month (in days)
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 forward Received Resolved Pending at the
from previous during the during the end of month
month month month * #
1 April-YYYY
2 May-YYYY
3 June-YYYY
4 July-YYYY
….
….
79 Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2021/672 dated November 26, 2021
Page 169 of 205
March-YYYY
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 the
from previous during the during the end of the
year year year year
1 2018-19
2 2019-20
3 2020-21
Grand Total
Page 170 of 205
Annexure - 11 .80
[see Chapter 13]
Private Placement of units by InvITs
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 for private placement of units by InvITs
SERVICES PROVIDED FOR INVESTORS
1. Upload Draft Placement Memorandum on SEBI / Stock Exchanges website.
2. Upload Placement Memorandum with issue period details on SEBI / Stock Exchanges
Website.
3. Electronically or physically circulate serially numbered copies of the Placement
Memorandum and the Application Form to Eligible Investors, in consultation with the
Investment Manager.
TIMELINES
Sr. Timeline for which Information where
Activity
No. activity takes place available
1 Filing of draft Placement 0 Websites of SEBI,
Memorandum by Trust Stock Exchanges
2 Filing of Placement At least 5 days prior to Websites of SEBI,
Memorandum opening of the issue Stock Exchanges
3 Circulation of Placement After filing of Placement Placement
Memorandum along with Memorandum with SEBI Memorandum
application form to eligible and Stock Exchanges
investors as determined by
investment manager
4 Issue opening date After 5 working days of Placement
filing of Placement Memorandum
Memorandum with SEBI
80 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021
Page 171 of 205
5 Availability of material Till issue closure date Address given in
documents for inspection by Placement
investors Memorandum
6 Allotment status and completion of basis of Confirmation of
allotment advice allotment Allocation Note or
CAN
RIGHTS OF INVESTORS
1. Eligible investors as decided by the investment manager to receive copy of Placement
Memorandum.
2. Right to inspect the material documents during the issue.
3. If allotted units, all Rights as a Unitholder (as per Placement Memorandum)
DO’s and DONT’s FOR INVESTORS
DO’S FOR THE INVESTORS
1. Check eligibility to apply as per the terms of the Placement Memorandum and under
Applicable Laws and approvals;
2. Application Form must be completed in full, in BLOCK LETTERS in ENGLISH and in
accordance with the instructions contained herein and in the Application Form;
3. Make bids only in the prescribed application form;
4. Ensure that the category and Bidder status is indicated;
5. Provide details of valid and active DP ID, Client ID and PAN clearly and without error
and ensure that the Beneficiary Account is activated, as Allotment will be in
dematerialized form only;
6. Bidders are required to sign the Application Form. Ensure that the signature of the
First Bidder in case of joint Bids, is included in the Application Form;
7. Application Forms must be duly completed with information including the name of the
Bidder, the number of the Units applied for and the Bid Amount deposited in the
Designated Account, and include details of the bank account from which payment of
the Bid Amount was made as well as a confirmation of funds transfer.
8. Submit the Application Form to the Lead Manager either through electronic form or
through physical delivery at the address mentioned in the Placement Memorandum
only during the Bid/issue period
9. Make payment of the entire Bid Amount for the Units at the Issue Price, only through
electronic transfer to the Designated Account during the Bid/Issue Period, along with
the Application Form.
10. Payment of Bid Amount for Units shall be made from the bank account of the relevant
Bidder applying for Units. The Bid Amount payable on Units to be held by joint holders
Page 172 of 205
shall be paid from the bank account of the person whose name appears first in the
Application Form.
11. Ensure that the name(s) given in the Application Form is/are exactly the same as the
name(s) in which the beneficiary account is held with the Depository Participant;
12. Instruct the respective Depository Participants’ to accept the Units that may be Allotted
pursuant to the Issue into the respective demat accounts;
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 pay the Bid Amount in cash, by money order or postal order or stock invest
4. Do not fill up the Application Form such that the Units Bid for exceed, the issue 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 Placement
Memorandum;
5. Do not submit the Bid for an amount more than the bid amount deposited in the
designated account
6. Do not submit Bids on plain paper or on incomplete or illegible Application Forms
7. Do not submit a Bid in case you are not eligible to acquire Units under applicable law
or your relevant constitutional documents or otherwise;
8. Do not Bid if you are not either an Institutional Investor or a Body Corporate;
GRIEVANCE REDRESSAL MECHANISM FOR INVESTORS AND HOW TO ACCESS IT
Investor Complaint
 Issuer (for email ID refer to Placement Memorandum)
 Scores (https:/scores.sebi.gov.in)
 Stock Exchanges (www.nseindia.com;
ww.bseindia.com)
 Merchant Banker Registrar to Issue/Offer
(for email ID refer to Placement (Mainly for bidding/ post issue/
Memorandum) allotment related grievances)
(for email ID refer to Placement
Memorandum)
Page 173 of 205
TIMELINES FOR RESOLUTION OF INVESTOR GRIEVANCES IN A PUBLIC ISSUE
(INVIT)
Sr. Activity No. of
No calendar days
1 Investor grievance received by the lead manager T
2 Lead Manager to the offer to identify the concerned intermediary T+1
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 manager X
with an acceptable reply
4 Investor may escalate the pending grievance, if any, to a senior T+21
officer of the lead manager of rank of Vice President or above
5 Lead manager, the concerned intermediary/ies and the investor Between T
shall exchange between themselves additional information related and X
to the grievance, wherever required
6 Lead Manager 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. Non receipt of units in demat account
2. Non receipt of refund, if applicable
3. 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 Placement Memorandum, 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
exchanges, at their address or e-mail ID mentioned in the Placement Memorandum,
detailing nature of grievance, details of application, details of bank account, date of
application etc.
3. On SEBI SCORES platform.
Nature of enquiries for which the Lead manager shall endeavour to resolve such
enquiries/ queries promptly during the issue period.
Page 174 of 205
1. Process for applying in the private placement of units and making payment for the
same
2. Terms of private placement, allotment methodology, Issue Period, date of allotment,
date of listing
3. Any other query of similar nature
RESPONSIBILITIES OF INVESTORS
1. Read and understand the terms of Placement Memorandum, 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. 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 175 of 205
Annexure - 12 .81
[see Chapter 13]
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 Carried Receive Resolve Pending Pending Average
N from forward d during d during at the complaint Resoluti
from the the end of s > 3 on time^
previous month month* month # month (in days)
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 forward Received during Resolved Pending at the
from previous the month during the end of month
month month * #
1 April-YYYY
2 May-YYYY
3 June-YYYY
4 July-YYYY
….
….
81 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2021/690 dated December 16, 2021
Page 176 of 205
March-YYYY
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 177 of 205
Annexure - 13 .82
[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.
82 Circular No. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/085 dated June 24, 2022
Page 178 of 205
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 during T+1
Page 179 of 205
modification session, such bids will be sent to Sponsor Bank for further
processing by the Exchange on T+1 day till12 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 InvITs shall be done within T+ 6 working days.
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
Page 180 of 205
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 181 of 205
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 182 of 205
Annexure - 14 .83
[see Chapter 19]
(On the letter head of the Practicing Company Secretary)
Secretarial compliance report of [●] [Name of the InvIT] 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 investment manager] (“the investment manager”),
(b) the filings/ submissions made by the investment manager to the stock
exchanges,
(c) website of [●] [Name of the InvIT] (“the InvIT”),
(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 (Infrastructure 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;
83 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/102 dated June 26, 2023
Page 183 of 205
(Note: The aforesaid list of Regulations is only illustrative. The list of all SEBI Regulations,
as may be relevant and applicable to the InvIT for the review period, shall be added.)
Based on the above examination, I/We hereby report that, during the Review Period:
(a) The investment manager of the InvIT 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 investment manager of the InvIT 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 InvIT, parties to the InvIT, 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.
Page 184 of 205
(d) The investment manager of the InvIT has taken following actions to comply with the
observations made in previous reports:
Sr. Observations Observations Actions Comments of the
No. of the made in the taken by the Practicing
Practicing secretarial
Investment Company
Company compliance report
Manager, if Secretary on the
for the year
Secretary in any actions taken by
ended…
the previous
the InvIT
(The years are to
reports
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 investment 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 investment manager of the InvIT 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 185 of 205
Annexure - 15 .84
[see Chapter 20]
PART A
Format of report on Governance to be submitted by the investment manager on quarterly basis
1. Name of InvIT
2. Name of the Investment manager
3. Quarter ending
I. Composition of Board of Directors of the Investment 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 Investment this Investment
including including Manager Manager
this this
Investment Investment (Refer Regulation (Refer Regulation
Manager Manager 26G of InvIT 26G of InvIT
Regulations) Regulations)
84 Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/100 dated June 26, 2023
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Whether Regular chairperson appointed
Whether Chairperson is related to managing director or CEO
$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 investment 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
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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 (Infrastructure Investment Trusts) Regulations, 2014.
2. The composition of the following committees is in terms of SEBI (Infrastructure 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 (Infrastructure
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
(Infrastructure 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 investment
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 investment manager and
instead a statement “same as previous quarter” may be given.
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PART B
Format to be submitted by investment manager for the financial year
I. Disclosure on website of InvIT
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
InvIT with respect to units
g) All intimations and announcements made by InvIT to the stock
exchanges
h) All complaints including SCORES complaints received by the
InvIT
i) Any other information which may be relevant for the investors
It is certified that these contents on the website of the InvIT are correct.
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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)(saa)
specified criteria of ‘independence’ and / or ‘eligibility’
Board composition 4(2)(e)(v), 26G, 26H(1)
Meeting of board of directors 26G
Quorum of board meeting 26H(2)
Review of Compliance Reports 26H(3)
Plans for orderly succession for Appointments 26G
Code of Conduct 26G
Minimum Information 26H(4)
Compliance Certificate 26H(5)
Risk Assessment & Management 26G
Performance Evaluation of Independent Directors 26G
Recommendation of Board 26H(6)
Composition of Audit Committee 26G
Meeting of Audit Committee 26G
Composition of Nomination & Remuneration Committee 26G
Quorum of Nomination and Remuneration Committee 26G
meeting
Meeting of Nomination & Remuneration Committee 26G
Composition of Stakeholder Relationship Committee 26G
Meeting of Stakeholder Relationship Committee 26G
Composition and role of Risk Management Committee 26G
Meeting of Risk Management Committee 26G
Vigil Mechanism 26I
Approval for related party Transactions 19(3), 22(4)(a)
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Disclosure of related party transactions 19(2)
Annual Secretarial Compliance Report 26J
Alternate Director to Independent Director 26G
Maximum Tenure of Independent Director 26G
Meeting of independent directors 26G
Familiarization of independent directors 26G
Declaration from Independent Director 26G
Directors and Officers insurance 26G
Memberships in Committees 26G
Affirmation with compliance to code of conduct from 26G
members of Board of Directors and Senior management
Personnel
Policy with respect to Obligations of directors and 26G
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 InvIT Regulations, "Yes" may
be indicated. Similarly, in case the InvIT 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 investment manager would like to provide any other information the same may be indicated here.
Name & Designation
Compliance Officer / CEO
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PART C
Format to be submitted by investment manager within three months from the end of financial year
Affirmations
Broad heading Regulation Number Compliance status
(Yes/No /NA)refer note below
Copy of annual report of the InvIT including balance 26J, 26K and this Master
sheet, profit and loss account, governance report, Circular
secretarial compliance report displayed on Website
Presence of Chairperson of Audit Committee at the 26G
Annual Meeting of Unitholders
Presence of Chairperson of the nomination and 26G
remuneration committee at the Annual Meeting of
Unitholders
Presence of Chairperson of the Stakeholder 26G
Relationship committee at the Annual Meeting of
Unitholders
Whether “Governance Report” and “Secretarial 26J and 26K
Compliance Report” disclosed in Annual Report of
the InvIT
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 investment manager would like to provide any other information the same may be indicated here.
Name & Designation
Compliance Officer / CEO
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Annexure - 16 .85
[see Chapter 23]
Framework for handling unclaimed amounts lying with an InvIT and claim thereof
by the unitholders
(Regulations 18(6)(e) and 18(6)(f) of the InvIT Regulations and Regulations 4(1)(l) and
5(3)(ii) of the IPEF Regulations)
Applicability: To the InvITs 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 InvIT by the Investment Manager:
A. Obligations of the InvIT:
1. Transfer of unclaimed amount to Unpaid Distribution Account: Where a distribution
has been made by the Investment Manager within the timelines specified under
Regulation 18(6)(c) of the InvIT Regulations, but the payment to any unitholders has
remained unpaid or unclaimed, up to fifteen days from the date of declaration, the
Investment Manager shall, within seven working days from the date of expiry of
timelines specified under Regulation 18(6)(c) of the InvIT Regulations, such period
of fifteen days,86 transfer such unclaimed amounts to an Escrow Account to be
opened by it on behalf of the InvIT in any scheduled bank. Such account shall be
termed as the ‘Unpaid Distribution Account’.
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
85 Circular No. SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/178 dated November 08, 2023
86 Circular No. SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/159 November 13, 2024
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Distribution Account of the InvIT, 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 Investment Manager shall not
recover such interest in the form of fees or any other form, payable to the Investment
Manager by the InvIT.
3. Designating Nodal Officer: The Investment Manager shall designate as ‘Nodal
Officer’, a person who may either be a Director, Chief Financial Officer, Company
Secretary or Compliance Officer of the Investment Manager. Such officer shall be
the point of contact for unitholders entitled to claim their unclaimed amounts, SEBI,
Stock Exchange(s) and Depositories. The Investment Manager shall display the
name, designation and contact details of the Nodal Officer on the website of InvIT.
In case there is a change in the Nodal Officer due to any reason, the InvIT 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 InvIT on its website: The
Investment 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 InvIT, as given below:
Amount lying Category No. of Date when Date when Date when
unclaimed unitho amount unclaimed amount amount is to
(Interest/
(including lders became due was transferred to be
Dividend/
penal (dd/mm/yyyy) Unpaid Distribution transferred
Repayment
interest, if Account to
of Capital/
any) (in (dd/mm/yyyy) IPEF
Any other)
(dd/mm/yyyy)
INR)
…
…
Total
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Name and designation of the Nodal Officer:
Email ID and phone no.:
5. Search facility for investor: The Investment Manager shall provide a search facility
on the website of InvIT for unitholders to verify if there is any unclaimed amount due
to them and lying in the Unpaid Distribution Account of the InvIT. 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);
6.4. Amount (in INR) transferred to Unpaid Distribution Account (including penal
interest, if any, for delay in transfer by the Investment 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
Investment Manager.
7. Policy for filing of claim: The Investment manager of the InvIT 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;
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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;
7.7. timeline within which the claim shall be processed by the Investment 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 InvIT.
8. Processing of claim by the InvIT:
8.1. The Investment 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 Investment 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 Investment 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.
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8.3. The Investment 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.
8.4. The Investment Manager shall display the cumulative details of the number of
claims received, processed, pending, etc. on the website of the InvIT.
9. Maintenance of records: The InvIT shall preserve information pertaining to the
unclaimed amounts of the unitholders including relevant documentation. The InvIT
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
InvIT shall be updated by the Investment 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 InvIT may apply to the Investment Manager for
payment of such amount, in the format and manner as prescribed by the Investment
Manager.
Part II - Transfer of unclaimed amounts from Unpaid Distribution Account of the
InvIT to IPEF by the Investment Manager:
A. Obligations of the InvIT:
1. Transfer of unclaimed amount: Any amount transferred to the Unpaid Distribution
Account of an InvIT which remains unpaid or unclaimed for a period of seven years
from the due date of such transfer, shall be transferred by the Investment manager,
along with interest accrued, if any, thereon, to the IPEF. The Investment manager
shall make such transfer within a period of thirty days from the date of expiry of
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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.
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
Investment 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 Investment Manager
shall not recover such penalty in the form of fees or any other form, payable to the
Investment Manager by the InvIT.
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 Investment 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 Investment manager on the
website of InvIT: The Investment manager, shall, within a period of thirty days of
transferring the unclaimed amounts to the IPEF, upload the details on the website
of InvIT, as given below:
Name Amount lying Category No. of Date when Date when Amount
unclaimed in unithol amount transferr
of (Interest/ unclaimed
Unpaid ders became due ed to
InvIT amount was
Dividend/
for transfer
Distribution transferred IPEF (in
Repayment
to IPEF
to IPEF
of Capital/ INR)
(dd/mm/yyyy)
(dd/mm/yyyy)
Any other)
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Account as at
end of seven
years (in
INR)
…
…
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 InvIT, by the Investment Manager, upon searching, the
following information shall be visible to the unitholder:
5.1. Amount lying unclaimed in the Unpaid Distribution Account of the InvIT 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 Investment Manager;
5.5. Date when unclaimed amount was transferred to the IPEF by the Investment
Manager (dd/mm/yyyy);
6. Application for refund to IPEF: In terms of Regulation 5(3)(ii) of the IPEF
Regulations, an Investment Manager (on behalf of InvIT), 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 Investment
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.
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7. Indemnity: The amount refunded from IPEF to the InvIT for the unclaimed amount
paid by the InvIT to the unitholder, shall discharge the Board against any future claim
of such unitholder. The InvIT 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 InvIT, Policy for filing of claim by a unitholder and
Processing of claim of a unitholder by the Investment Manager, Maintenance of
records and Update of information by the Investment 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 InvIT, may apply to the InvIT for
payment of such amount, in the format and manner as prescribed by the InvIT.
C. Processing of refund claim of the InvIT from IPEF:
10. Processing of refund application: Upon receipt of a refund application from a InvIT,
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 InvIT to the unitholder.
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The refund amount shall not exceed the amount transferred by the InvIT against
such unitholder in IPEF;
10.2. require the InvIT, 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 InvIT may re-submit the application for re-
consideration after rectifying the deficiencies.
11. Processing of claim in special circumstances: In case the InvIT is part of a scheme
of arrangement, amalgamation, merger, etc., the resultant entity shall become liable
to discharge the obligations of the InvIT, in respect of unclaimed amounts.
D. 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 InvIT and/ or the corresponding claim
thereon, as applicable.
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Form - A
(To be furnished by the Investment Manager of InvIT along with transfer of unclaimed
amounts to IPEF)
I. Details of the InvIT:
a. Name –
b. PAN –
c. Registered office address –
d. Correspondence office address -
e. Phone number –
f. Email ID –
II. Details of Nodal Officer of InvIT:
a. Name –
b. Designation –
c. Registered office address –
d. Phone number –
e. Email ID -
III. Details of unclaimed amounts:
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S. Name Last known PAN of DPID/ Amount Category Date UTR
No. of the address, the Client transferred of of No.
Unith contact Unithol ID of the from Amount Payme
older details der Unitholder Unpaid (interest/ nt to
(email ID (if Distribution dividend/ IPEF
and phone
applicable) Account to Repayme
no.) of
IPEF (in nt of
unitholder
INR) Capital/
Any
other)
IV. Any other relevant information:
Signature:
Name:
Designation of Officer (with stamp):
Place:
Date:
Form - B
(To be submitted by the Investment Manager of InvIT along with refund application to IPEF)
I. Details of the InvIT:
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:
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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 InvIT/ demat
account statement.
3. Proof of payment made to unitholder by the InvIT.
4. Indemnity from the InvIT.
5. Cancelled cheque for the bank account of the InvIT where payment is to be made.
IV. Any other relevant information:
Signature:
Name:
Designation of Officer (with stamp):
Place:
Date:
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APPENDIX: LIST OF SUPERSEDED CIRCULARS
Date Circular No. Subject
SEBI/HO/DDHS-PoD-
06/07/2023 Master Circular for Infrastructure Investment Trusts (InvITs)
2/P/CIR/2023/115
SEBI/HO/DDHS-PoD- Board nomination rights to unitholders of Infrastructure
11/09/2023
2/P/CIR/2023/153 Investment Trusts (InvITs)
SEBI/HO/DDHS-PoD- Revision in manner of achieving minimum public unitholding
31/10/2023
2/P/CIR/2023/174 requirement–Infrastructure Investment Trusts (InvITs)
Procedural framework for dealing with unclaimed
SEBI/HO/DDHS/DDHS- amounts lying with Infrastructure Investment Trusts
08/11/2023
RAC-1/P/CIR/2023/178 (InvITs) and manner of claiming such amounts by
unitholders
Revised framework for computation of Net Distributable
SEBI/HO/DDHS/DDHS-
06/12/2023 Cash Flow (NDCF) by Infrastructure Investment Trusts
PoD/P/CIR/2023/184
(InvITs)
SEBI/HO/DDHS/DDHS- Revised Pricing Methodology for Institutional Placements of
08/02/2024
PoD/P/CIR/2024/10 Privately Placed Infrastructure Investment Trust (InvIT)
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