The Securities and Exchange Board of India (SEBI) has issued the Infrastructure Investment Trusts (Third Amendment) Regulations, 2024, effective from the date of publication in the Official Gazette, with certain provisions taking effect 60 days later. Key amendments include the establishment of a trading lot of ₹25 lakhs for unit trading, requirements for distribution declarations at least semi-annually for publicly offered InvITs and annually for privately placed InvITs, and specified timelines for these distributions. Additionally, adjustments in voting regulations allow for unit holder meetings to be conducted with shorter notice if a significant majority consents. The regulations also mandate that investment managers ensure robust electronic record-keeping and continuity plans. These changes aim to streamline compliance and operational processes for Infrastructure Investment Trusts.
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 26th September, 2024
(INFRASTRUCTURE INVESTMENT TRUSTS) (THIRD AMENDMENT) REGULATIONS, 2024
No. SEBI/LAD-NRO/GN/2024/207.—In exercise of the powers conferred under 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) (Third Amendment) Regulations, 2024.
2. They shall come into force on the date of their publication in the Official Gazette:
Provided that the sub-regulation (2) of regulation 3 of these regulations shall come into force on the sixtieth day from the date of its publication in the Official Gazette.
3. In the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014, ─
(1) in regulation 16, in sub-regulation (8), the existing clause (b) shall be substituted with the following clause, namely, –
“(b) trading lot for the purpose of trading of units on the designated stock exchange shall be rupees twenty five lakhs.”
(2) in regulation 18,
(a) in sub-regulation (6), the existing clause (c) shall be substituted with the following clause, namely,-“(c) such distributions shall,
(i) be declared not less than once every six months in every financial year in case of publicly offered InvITs;
(ii) be declared not less than once every financial year in case of privately placed InvITs; and
(iii) shall be made within five working days from the record date.
Explanation. — For the purpose of above clause, record date for the payment of distribution shall be two working days from the date of the declaration of distribution, excluding the date of declaration and the record date.”
(b) in sub-regulation (8), the words “fifteen days of declaration” shall be substituted with the words “the timeline specified in clause (c) of sub-regulation (6)”.
(3) in regulation 22,
(a) in sub-regulation (2),
(i) in clause (a) the words “votes cast against” shall be substituted with the words “total votes cast”;
(ii) after clause (a) the following shall be inserted namely, –
“(aa) the voting threshold specified under these regulations shall be calculated on the basis of unit holders present and voting.
Explanation. — The unit holders voting through the electronic voting facility and postal ballot shall be counted for the determination of unit holders present and voting;”
(iii) in clause (c), the symbol “;” shall be substituted with the symbol “:” and the following shall be inserted as a proviso to clause (c), namely, –
“Provided that a meeting of unit holders may be called after giving shorter notice than that specified in this clause if consent, in writing or by electronic mode, is accorded thereto –
i. in case of an annual meeting, by not less than ninety-five percent of the unit holders entitled to vote thereat; and
ii. in case of any other meeting, by majority of the unitholders in number entitled to vote thereat and who represent not less than ninety-five percent of such part of the units by value as gives a right to vote at the meeting.”
(iv) after clause (e) the following clause shall be inserted namely, –
“(f) for all unit holder meetings, the investment manager shall provide an option to the unit holders to attend the meeting through video conferencing or other audio visual means and the option of remote electronic voting in the manner as may be specified by the Board.”
(b) in sub-regulation (3), in clause (b), in sub-clause (ii) the words “other than as specified in sub-regulation (6) under, votes cast in favour of the resolution shall be more than the votes cast against the resolution” shall be substituted with the words “, votes cast in favour of the resolution shall be more than fifty per cent of the total votes cast for the resolution unless otherwise specified under these regulations”;
(c) in sub-regulation (4), the words “the votes cast against” shall be substituted with the words “fifty per cent of the total votes cast for”;
(d) in sub-regulation (5), the words “not be less than one and a half times the votes cast against the resolution:” shall be substituted with the words “be at least sixty per cent of total votes cast for the resolution.”;
(e) in sub-regulation (7), in the explanation the words “with or without” shall be substituted with the word “or”.
(4) in regulation 26, after sub-regulation (3), the following sub-regulations shall be inserted namely, –
“(4) The investment manager and the trustee shall ensure that adequate backup systems, data storage capacity, system capacity for secure handling, data transfer and arrangements for alternative means of communication in case of internet link failure, are maintained for the records maintained electronically.
(5) The investment manager and trustee shall ensure that a business continuity plan and disaster recovery site is in place for the records maintained electronically, to maintain data and transaction integrity.”
BABITHA RAYUDU, EXECUTIVE DIRECTOR
[ADVT.-III/4/Exty./528/2024-25]
Footnotes:
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 –
a. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/021, with effect from November 30, 2016.
b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016-17/38, with effect from March 6, 2017.
c. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD-NRO/GN/2017-18/024, with effect from December 15, 2017.
d. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD-NRO/GN/2018/07, with effect from April 10, 2018.
e. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD-NRO/GN/2019/10, with effect from April 22, 2019.
f. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/05, with effect from March 02, 2020.
g. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD-NRO/GN/2020/10, with effect from April 17, 2020.
h. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2020 vide No. SEBI/LAD-NRO/GN/2020/15, with effect from June 16, 2020.
i. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/27, with effect from July 30, 2021.
j. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD-NRO/GN/2021/30, with effect from August 31, 2021.
k. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/83, with effect from May 4, 2022.
l. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2022 vide No. SEBI/LAD-NRO/GN/2022/101 with effect from January 1, 2023.
m. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/122 with effect from February 14, 2023.
n. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD–NRO/GN/2023/137 with effect from July 4, 2023.
o. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/145 with effect from August 16, 2023.
p. Securities and Exchange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD-NRO/GN/2023/146 with effect from August 18, 2023
q. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2023 vide notification No. SEBI/LAD-NRO/GN/2023/159 with effect from October 23, 2023.
r. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2024 No. LAD-NRO/GN/2024/182 with effect from May 27, 2024.
s. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2024 No. SEBI/LAD-NRO/GN/2024/192 with effect from July 13, 2024.
