(1) The sponsor(s) shall set up the InvIT and appoint the trustees of the InvIT.
(2) The sponsor(s) shall transfer or undertake to transfer to the InvIT, its entire shareholding or interest 95[and rights] in the 96[holdco and/ or] SPV or ownership of the infrastructure projects, subject to a binding agreement and adequate disclosures in the offer document or placement memorandum, prior to allotment of units of the InvIT:
Provided that this shall not apply to the extent of any mandatory holding of shares or interest 97[and rights] in the 98[holdco and/ or] SPV by the sponsor(s) as per any Act or regulations or circulars or guidelines of government or any regulatory authority or concession agreement.
94 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 95 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
96 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 97 Inserted by the Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
98 Inserted by Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 29
(3) With respect to holding of units in the InvIT, the sponsor(s) together shall hold not less than 99[fifteen] per cent. of the total units of the InvIT after initial offer of units, on a post-issue basis for a period of not less than 3 years from the date of the listing of such units100[, subject to the following]:
101[“(i) sponsor(s) would be responsible for all acts, omissions and representations/covenants of the InvIT related to formation of InvIT, sale/ transfer of assets/holdco/SPV to the InvIT.
(ii) the InvIT/the trustee of the InvIT shall also have recourse against the Sponsor for any breach in this regard.
(iii) project Manager of the InvIT shall be the sponsor or an associate of the sponsor and shall continue to act in such capacity for a period of minimum three years from the date of listing of InvIT units unless suitable replacement is appointed by the unit-holders through the Trustee:
Provided that the condition as specified at sub clause (iii) above shall not be applicable where the sponsor(s) together hold not less than twenty five per cent. of the total units of the InvIT after initial offer of units, on a post-issue basis for a period of not less than 3 years from the date of the listing of such units.]
Provided 102[further] that in case of PPP projects 103[where the InvIT is investing in infrastructure assets through SPV(s)], in case such acquiring or holding is disallowed by government or under any provisions of the concession agreement or any other such agreement,–
(i) the sponsor may continue to maintain such holding at the SPV level;
(ii) the consolidated value of all such holdings at the SPV level and the value of the units of InvIT held by the sponsor shall not be 99 Substituted “twenty five” Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 100 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 101 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 102 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 103 Inserted Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, w.e.f 30.11.2016 30 less than the value of 104[fifteen] per cent. of the total units of the InvIT after initial issue of units on a post-issue basis;
(iii) such units of the InvIT and shares or interest in the SPV shall be held for a period of not less than three years from the date of the listing of units of the InvIT;
(iv) in case such holding of sponsor in the SPV results in the InvIT not having controlling interest and not having more than fifty 105[one] per cent. shareholding or interest in the SPV, the sponsor shall enter into a binding agreement with the InvIT to ensure that decisions taken by the sponsor including voting with respect to the SPV are in compliance with these regulations and not against the interest of the InvITs or the unit holders and shall be subject to further guidelines as may be specified by the Board.
(4) Any holding by sponsor in InvIT, exceeding 106[fifteen] per cent. on a post issue basis, shall be held for a period of not less than one year from the date of listing of such units.
Rights and responsibilities of the valuer and auditor