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Securities and Exchange Board of India (SEBI) has issued Circular No. SEBI/HO/DDHS-PoD-2/P/CIR/2023/100 on June 26, 2023. This circular introduces the format of the Compliance Report on Governance for Infrastructure Investment Trusts (InvITs) in accordance with Regulation 26K of SEBI (Infrastructure Investment Trusts) Regulations, 2014. The report is required to be submitted by the investment manager of the InvIT to the recognized stock exchange(s) within the specified timelines.

Regulation 26K of the InvIT Regulations mandates the submission of a quarterly Compliance Report on Governance by the investment manager of the InvIT to the recognized stock exchange(s). The report can be signed by either the compliance officer or the chief executive officer of the investment manager. The circular provides three formats for the Compliance Report on Governance: Annex-I to be submitted quarterly, Annex-II to be submitted annually within twenty-one days from the end of the financial year, and Annex-III to be submitted annually within three months from the end of the financial year.

The circular highlights the importance of timely submission of the compliance report and its inclusion in the annual report of the InvIT. Stock exchanges are responsible for monitoring compliance and taking appropriate action as directed by the SEBI.

Securities and Exchange Board of India

Circulars No.  SEBI/HO/DDHS-PoD-2/P/CI R/2023/100 |Dated: June 26, 2023

To,
All Infrastructure Investment Trusts (“I nvITs”) All Parties to InvITs
All the Recognised Stock Exchanges

Madam / Sir,

Sub: Format of Compliance Report on Governance for InvITs

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

(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.

2. Accordingly, the formats of Compliance Report on Governance shall be as under:

(a) Annex – I ± within twenty one days from the end of each quarter;

(b) Annex – II ± within twenty one days from the end of financial year on an annual basis;

(c) Annex – III ± within three months from the end of financial year on an annual basis;

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.

4. This circular shall come into force with effect from the financial year 2023-24 onwards. Accordingly, the first reporting shall be made for the quarter ended June 30, 2023.

5. This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 26K of the SEBI (Infrastructure Investment Trusts) Regulations, 2014. This circular is issued with the approval of the competent authority.

6. This circular is available on the website of Securities and Exchange Board of India at www.sebi.gov.inunder the category “Legal à Circulars”.

Yours faithfully,

Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No. +91-22-2644 9696
Email id – riteshn@sebi.gov.in

ANNEX I – Format of report on Governance to be submitted by the investment manager on quarterly basis

ANNEX II – Format to be submitted by Manager for the financial year

ANNEX III – Format to be submitted by Manager within three months from the end of financial year

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