THE GAZETTE OF INDIA
EXTRAORDINARY
PART – III – SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, APRIL 10, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 10th April, 2018
SECURITIES AND EXCHANGE BOARD OF INDIA (INFRASTRUCTURE
INVESTMENT TRUSTS) (AMENDMENT) REGULATIONS, 2018
No. SEBI/LAD-NRO/GN/2018/07 ─ In exercise of the powers conferred by section 30 read with sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, namely,-
1. These regulations may be called the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018.
2. They shall come into force on the date of their publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, –
I. in regulation 2, in sub-regulation (1), –
a. after clause (y), the following new clause shall be inserted, namely –
“(ya) “institutional investor” means –
(i) a qualified institutional buyer; or
(ii) family trust or systematically important NBFCs registered with Reserve Bank of India or intermediaries registered with the Board, all with net-worth of more than five hundred crore rupees, as per the last audited financial statements;”
b. in clause (zob), the words “and/or management” shall be inserted after the words “with respect to execution”.
c. in clause (zp), for the words “the person”, the words “a company or LLP or a body corporate” shall be substituted.
d. in clause (zz), the words “and in case of PPP projects, shall mean the infrastructure developer or a special purpose vehicle holding concession agreement” shall be omitted.
e. in clause (zza), sub-clause (c) shall be substituted with the following –
“a multilateral and/or bilateral development financial institution”
f. in clause (zzg), –
i. in the words “value of InvIT assets” appearing for the first time, the word “the” shall be inserted after the word “of” and before the word “InvIT”;
ii. the words “value of InvIT assets” appearing for the second time shall be substituted with the words “value of the assets of the InvIT”.
II. in regulation 3, in sub-regulation (3), the word “applicant” shall be substituted with the word “trust”.
III. in regulation 4, –
a. in sub-regulation (1), the words “an applicant” shall be substituted with the words “a trust”.
b. in sub-regulation (2),
i. in clause (e), in sub-clause (v), after the words “governing board” and before the words “of another InvIT”, the words “of an Investment Manager” shall be inserted;
ii. in clause (g), in sub-clause (i), the word “investment” shall be inserted before the word “manager”; and
iii. in clause (k), for the words “applicant, sponsor(s), investment manager, project manager(s) and trusts”, the words InvIT and parties to the InvIT” shall be substituted.
IV. in regulation 6, in sub-regulation (1) and in the proviso thereto, the words “applicant” or “applicants” appearing therein shall be substituted with the word “trust”.
V. in regulation 8, in sub-regulation (1), the word “applicant” appearing for the first time shall be substituted with the word “trust”.
VI. in regulation 10, –
a. in sub-regulation (7), –
i. for the words “ assets of the InvIT”, the words “InvIT assets” shall be substituted;
ii. in the first proviso thereto, the word “InvIT” shall be inserted before the word “assets”;
iii. in the second proviso, for the words “case of assets held”, the words “case any of the InvIT assets are held” shall be substituted.
b. in sub-regulation (22), the words “forty five” shall be substituted with the word “sixty”.
VII. in regulation 12, in sub-regulation (2), –
a. before the words “entire shareholding or interest” and before the words in the holdco and/or SPV”, the words “and rights” shall be inserted; and
b. in the proviso thereto, after the words “mandatory holding of shares or interest” and before the words “in the holdco and/or SPV”, the words “and rights” shall be inserted.
VIII. in regulation 14, –
a. in sub-regulation (1), in clause (b), the words “the assets held by the InvIT” shall be substituted with the words “InvIT assets”.
b. in sub-regulation (2), –
i. in clause (b), the words “qualified institutional buyers” shall be substituted with the words “institutional investors”.
ii. after the existing clause (e), the following new clause shall be inserted, namely –
“(f) it shall file the final placement memorandum with the Board within a period of ten working days from the date of listing of the units issued therein.”
c. in sub-regulation (4), –
i. in clause (f), after the words “designated stock exchanges” and before the words “and merchant bankers”, the symbol and word “, InvIT” shall be inserted; and
ii. in clause (j), after the words “the draft” and before the words “and offer document”, the words “offer document” shall be inserted.
IX. in regulation 18, –
a. in sub-regulation 3, –
i. in clause (a), –
a) the word “have” shall be substituted with the word “exercise”;
b) the words “shall be” appearing after the word “agreement” shall be substituted with the words “has been”;
c) the following new provisos shall be inserted in the said clause, namely –
“Provided that the shareholders’ agreement or partnership agreement shall provide for an appropriate mechanism for resolution of disputes between the InvIT and the other shareholders or partners in the holdco and/or the SPV:
Provided further that the provisions of these regulations shall prevail in case of inconsistencies between such agreement(s) and the obligations cast upon an InvIT under these regulations.”
b. in sub-regulation (3A), in clause (b), –
a) the word “have” shall be substituted with the word “exercise”;
b) the words “shall be” appearing after the word “agreement” shall be substituted with the words “has been”;
c) the following new provisos shall be inserted in the said clause, namely –
“Provided that the shareholders’ agreement or partnership agreement shall provide for an appropriate mechanism for resolution of disputes between the InvIT and the other shareholders or partners in the holdco and/or the SPV:
Provided further that the provisions of these regulations shall prevail in case of inconsistencies between such agreement(s) and the obligations cast upon an InvIT under these regulations.”
X. in Schedule I, –
a. in clause 1 dealing with ‘General Information’, in clause (c), the word “applicant” shall be substituted with the word “trust”.
b. in clause 2, –
i. the existing title thereto shall be substituted with the following, namely–
“DETAILS OF TRUST”
ii. in sub-clause (a), the word “applicant” shall be substituted with the word “trust”.
c. in clause 3, after the existing sub-clause (h), the following new sub-clause shall be inserted, namely –
“(i) Copy of the executed trust deed”
d. in clause 5, in sub-clause (d), the word “executed” shall be inserted before the words “Investment Management Agreement”.
e. in clause 6, in sub-clause (f), the word “Investment” shall be substituted with the word “Project”.
f. in clause 8, in sub-clause (a), the word “applicant” shall be substituted with the word “InvIT”.
g. in clause 9, the words “applicant, Sponsor(s), Investment Manager and Project manager(s)” shall be substituted with the words “InvIT and parties to the InvIT”.
XI. in Schedule III, in clause 13, in sub-clause (c), the words “in the last 5 years” shall be omitted.
XII. in Schedule V, –
a. in clause f., –
i. in sub-clause xv., the word “included” shall be omitted; and
ii. in sub-clause xviii., the words “and closed” shall be omitted.
Sd/-
AJAY TYAGI
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA
Footnote:
1. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014-15/10/1577.
2. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was subsequently amended by the –
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