SEBI in exercise of the powers conferred by Section 30 r/w Sections 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), made the following regulations called the ‘Securities and Exchange Board of India (Real Estate Investment Trust) (Amendment) Regulations, 2017’ w.e.f. 15th December, 2017, to further amend the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014.
In the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, –
1. In sub-regulation (1) of Regulation 2, after clause (zta), the new clause , “(ztb) “strategic investor” shall be inserted which means, –
a) an infrastructure finance company registered with the Reserve Bank of India as a Non-Banking Financial Company;
b) a Scheduled Commercial Bank;
c) a multilateral and bilateral development financial institution;
d) a systemically important Non-Banking Financial Company registered with the Reserve Bank of India;
e) a foreign portfolio investor,
who invest, either jointly or severally, not less than five per cent of the total offer size of the REIT or such amount as may be specified by the Board from time to time, subject to the compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder;”
2. In clause (zz), the definition of the term “valuer” shall be substituted with, –
“(zz) “valuer” means any person who is a “registered valuer” under Section 247 of the Companies Act, 2013 or as specified by the Board from time to time.”
3. In clauses (k) and (l) in sub-regulation 2 of Regulation 4, the words “applicant or any related party” shall be substituted with the words “REIT or the parties to the REIT or their directors/members of governing board”.
4. In clause (b) of sub-regulation 4 of Regulation 11, the word and figure “Regulation 3” shall be substituted with the word and figure “Regulation 4”.
5. In clause (a) of sub-regulation (22) of Regulation 14, –
a) in the proviso, the words and symbol “, compulsorily convertible securities (from the date such securities are fully paid-up)” shall be inserted after the words “equity shares” and before the words “or partnership interest”.
b) after the existing proviso, a new proviso shall be inserted, i.e.,
“Provided further that the compulsorily convertible securities, whose holding period has been included for the purpose of calculation for offer for sale, shall be converted to equity shares of the holdco or SPV, prior to filing of offer document.”
6. In Regulation 18, in sub-regulation (4), –
a) the words “and/or income” shall be inserted after the word “rent” and before the words “generating properties”.
7. In Regulation 18, in clause (b), the words “rent-generating” shall be substituted with the words “rent and/or income generating”.
8. In Regulation 18, the sub-regulation (8) shall be omitted.
9. In Regulation 18, in sub-regulation (13), after the word “person” and before the symbol “:”, the words “other than the holding company/special purpose vehicle(s) in which the REIT has invested in, subject to disclosures specified in Schedule IV ” shall be inserted.
10. In clause (a) of sub-regulation (4) of Regulation 19, the words “in accordance with clause (a) of sub-regulation (3), as may be applicable” shall be omitted.
11. In Regulation 20, the following new sub-regulation shall be inserted as sub-regulation (1), –
“(1) A REIT, whose units are listed on a recognized stock exchange, may issue debt securities in the manner specified by the Board:
Provided that such debt securities shall be listed on recognized stock exchange(s).”
and also the existing sub-regulations in regulation 20 shall be re-numbered accordingly.
12. The existing sub-regulation (10) of Regulation 21 shall be omitted.
13. In clause (e) of Regulation 33A, the symbol and word “; or” shall be inserted after the words “securities market” and the words appearing thereafter shall be placed under new clause (f).
14. In clause 4 of Schedule III, the following new sub-clause shall be inserted after sub-clause c, –
“d. Commitment received from strategic investors, if any.”
15. In clause 12 of Schedule IV pertaining to Mandatory Disclosures in the Annual Report, the existing clause shall be numbered as sub-clause (1) and thereafter the following new sub-clause shall be inserted:
“2. Details regarding the monies lent by REIT to the holding company or the special purpose vehicle in which it has investment in.”
16. In sub-clause (iii) of clause (g) of Schedule V, the word and figure “regulation 20” shall be substituted with the word and figure “regulation 21”.
Footnote:
1. The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD-NRO/GN/2014-15/11/1576.
2. The Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 was subsequently amended by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016-17/22, with effect from November 30, 2016.
[Notification No. SEBI/LAD-NRO/GN/2017-18/022]
Ministry of Finance