(1) It shall be the duty of every REIT in respect of whom an inspection has been ordered under the regulation 27, parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of such REIT, including representative of REIT, if any, to produce to the inspecting officer such books, accounts and other documents in his custody or control and furnish him with such statements and information as the inspecting officer may require for the purposes of inspection.
(2) It shall be the duty of every REIT, parties to the REIT and any other associate person who is in possession of relevant information pertaining to conduct and affairs of the REIT to give to the Inspecting Officer all such assistance and to extend all such co-operation as may be required in connection with the inspection and to furnish such information as may be sought by the inspecting officer in connection with the inspection.
(3) The inspecting officer shall, for the purposes of inspection, have power to examine on oath and record the statement of any employees and directors of the REIT or parties to the REIT or 59 212[ holdco or SPV(s) or] any person responsible for or connected with the activities of REIT or any other associated person having relevant information pertaining to such REIT.
(4) The inspecting officer shall, for the purposes of inspection, have power to obtain authenticated copies of documents, books, accounts of REIT, from any person having control or custody of such documents, books or accounts.
Submission of report to the Board.
30. The inspecting officer shall, as soon as possible, on completion of the inspection submit an inspection report to the Board:
Provided that if directed to do so by the Board, he may submit an interim report.
Communication of findings etc. to the REIT.
31. The Board may after consideration of the inspection report and after giving reasonable opportunity of hearing to the REITs or parties to the REIT or its representatives or any such person, issue such directions as it deems fit in the interest of securities market or the investors in the nature of,-
(a) requiring the REIT to delist its units from the designated stock exchanges and surrender its certificate of registration;
(b) requiring the REIT to sell its assets;
(c) requiring the REIT or parties to the REIT to take such action as may be in the interest of the investors;
(d) prohibiting the REIT or parties to the REIT from operating in the capital market or from accessing the capital market for a specified period.
CHAPTER VIII PROCEDURE FOR ACTION IN CASE OF DEFAULT Liability for action in case of default.
212 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 60
32. A REIT or parties to the REIT or any other person involved in the activity of the REIT who contravenes any of the provisions of the Act or these regulations, notifications, guidelines, circulars or instructions issued thereunder by the Board shall be liable for one or more actions specified therein including any action provided under the Securities and Exchange Board of India (Intermediaries) Regulations, 2008.
CHAPTER IX MISCELLANEOUS Power of the Board to issue clarifications.
33. In order to remove any difficulties in the application or interpretation of these regulations, the Board may issue clarifications and guidelines in the manner as may be appropriate.
213[Power to relax strict enforcement of Regulations (33A) The Board may, in the interest of investors or for the development of the securities market, relax the strict enforcement of any requirement of these regulations, if the Board is satisfied that
(a) requirement is procedural or technical in nature; or
(b) the requirement may cause undue hardship to investors; or
(c) the disclosure requirement is not relevant for a particular industry or class of listed entities; or
(d) the non-compliance was caused due to factors beyond the control of the issuer; or
(e) such relaxation will be in the interest of securities market214[; or] 215[(f)] any provision of Act(s), Rule(s), regulation(s) under which the listed entity is established or is governed by, is required to be given precedence to] Amendments to other regulations.
213 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 214 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 215 Clause number inserted ibid 61
34. The regulations specified in the Schedule VII to these regulations shall be amended in the manner and to the extent stated therein.
SCHEDULE I FORMS FORM A Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 Application for Grant of Certificate of Registration as Real Estate Investment Trust [See Regulation 3(2)] Securities and Exchange Board of India SEBI Bhavan, C4-A, G Block, Bandra Kurla Complex, Mumbai 400051 - India INSTRUCTIONS
1. This form is meant for use by the applicant for grant of certificate of registration as a Real Estate Investment Trust.
2. The applicant should complete this form, and submit it, along with all supporting documents to the Board.
3. This application form should be filled in accordance with these regulations.
4. The application shall be considered by the Board provided it is complete in all respects.
5. All answers must be legible and all the pages must be numbered with signature/ stamp on each page of the form.
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6. Information which needs to be supplied in more detail may be given on separate sheets which should be attached to the application form and appropriately numbered.
7. The application must be signed and all signatures must be original.
8. The application must be accompanied by an application fee as specified in the Second Schedule to these regulations.
1. GENERAL INFORMATION
(a) Name, address, telephone number(s), fax number(s), e-mail address of the REIT
(b) Name, direct line number, mobile number and e-mail of the contact person(s)
(c) Whether the 216[trust] 217[/] sponsor(s)/218[***] manager 219[ or their associates or sponsor group(s)/ trustee] is/ are registered with SEBI, RBI or any other regulatory authority in any capacity along with the details of its registration
(d) Details of infrastructure for conducting activities as an Real Estate Investment Trust
2. 220[DETAILS OF TRUST]
(a) Write-up on the activities of the 221[trust]
(b) Whether the Trust Deed is registered under the provisions of the Registration Act, 1908
(c) Whether the Trust Deed has its main objective as undertaking activity of REIT and includes responsibilities of the Trustee in accordance with Regulation 9 of these Regulations (Enclose relevant extract of the Registered Trust Deed)
(d) Whether any unit holder of the REIT enjoys preferential voting or any other rights over another unit holder
(e) Whether there are multiple classes of units of REIT 216 Substituted for the word “applicant” by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
217 Substituted “or its associates or its”by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 218 Omitted “trustee/” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016 219 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 220 Substititted for the heading “DETAILS OF APPLICANT” by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
221 Substituted ibid.
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3. DETAILS OF TRUSTEE
(a) Name, address of registered office, address for correspondence and principal place of business, telephone number(s), fax number(s), e-mail address of the Trustee.
(b) Name, direct line number, mobile number and e-mail of the contact person(s)
(c) Brief write up on the activities of the trustee
(d) Details of registration as a Debenture Trustee
(e) 222[***]
(f) Details of infrastructure, personnel, etc. relevant to the activity as trustee of the REIT
(g) Identity and Address proof of the trustee and its directors
(h) Whether the Trustee Company is registered with any regulatory authority other than SEBI in any capacity along with the details of its registration 223[(i) Copy of the executed Trust Deed]
4. DETAILS OF SPONSOR(S) (Provide details for every sponsor separately)
(a) Name, address of registered office, address for correspondence and principal place of business, telephone number(s), fax number(s), e-mail address of the sponsor(s)
(b) Name, direct line number, mobile number and e-mail of the contact person(s)
(c) Legal status of the sponsor, date and place of incorporation/ establishment, wherever applicable
(d) In case of sponsor being individual(s), provide a brief profile of the sponsor including professional qualification. In case of sponsor(s) being other than individual, write up on holding pattern and profile of the directors/partners including their professional qualification
(e) Identity proof and address proof of the sponsor (if sponsor is an individual)/ directors of Sponsor (s)(if sponsor is a company)/ partners of the Sponsor(s) (if sponsor is an LLP) 222 Omitted, by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
Prior to its omission, sub paragraph (e) read as under : “List of associates of the trustee” 223 Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
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(f) Write up on the activities of the sponsor/its associates including past experience in development of real estate or fund management in the real estate industry
(g) Whether the Sponsor has floated any REITs previously, which are registered with SEBI. If yes, details of the same
(h) Proposed holding of the sponsor in the REIT on post-issue basis
(i) Copies of the financial statements for the previous financial year
(j) Net-worth certificate of sponsor(s) by a Chartered Accountant, not more than six months old
5. DETAILS OF MANAGER
(a) Name, address of the registered office address for correspondence, telephone number(s), fax number(s), of the Manager
(b) Name, direct line number, mobile number and e-mail of the contact person(s)
(c) Legal status, date and place of incorporation/ establishment, wherever applicable
(d) Copy of 224[executed] Investment Management agreement
(e) Write up on the activities of the Manager/ its associates including past experience in fund management/ advisory services/property management in the real estate industry or in development of real estate
(f) List of Directors/ Members of Governing Board
(g) Identity proof and address proof of the manager, its directors or partners
(h) Shareholding/partnership interests and profile of the directors /partners
(i) Details of the key personnel including experience and professional qualification
(j) Copies of the financial statements for the previous financial year
(k) Net-worth certificate of manager by a Chartered Accountant, not more than six months old
(l) Whether the Manager has acted as manager to any REIT previously, which are registered with SEBI. If yes, details of the same 224 Inserted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
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6. DETAILS OF BUSINESS PLAN AND INVESTMENT STRATEGY
(a) Investment objective and investment style
(b) Details of proposed initial offer 225[***].
(c) Brief details of the assets proposed to be held under REIT
(d) Details of leverage at 226[holdco and /or SPV(s)] and REIT level (current and proposed)
(e) Fee structure
7. DETAILS OF REGULATORY ACTION TAKEN IN THE PAST, IF ANY
(a) Whether the 227[ REIT or the parties to the REIT or their directors/ members of governing board] are / were involved in any litigation connected with the securities market which may have an adverse bearing on the business of the 228[REIT] or any order has/ had been passed against them for violation of securities laws. (If Yes, provide details. If No, enclose a declaration to that effect)
(b) Whether any disciplinary action has been taken by the Board or any other regulatory authority against the 229[ REIT or the parties to the REIT or their directors/ members of governing board] under any Act or the Regulations/guidelines made thereunder (If Yes, provide details. If No, enclose a declaration to that effect)
(c) Whether 230[REIT or the parties to the REIT or their directors/ members of governing board] has/ have been refused a certificate by the Board or its/ their certificate has been suspended at any time prior to this application. (If Yes, provide details. If No, enclose a declaration to that effect)
8. OTHER INFORMATION/DECLARATIONS 225 Omitted “including copy of the draft initial offer document” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 226 Substituted “SPV” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f.
30.11.2016 227 Substituted “applicant or any of its related party(ies)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 228 Substituted for “applicant” by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
229 Substituted “applicant or any of its related party(ies)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 230 Substituted “applicant or any of its related party(ies)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 66
(a) Declaration that the sponsor(s) shall individually hold not less than 5% of the units of the REIT on post initial offer basis
(b) Declaration that the 231[REIT and parties to the REIT] are fit and proper persons based on the criteria specified in the Securities and Exchange Board of India (Intermediaries) Regulations, 2008 DECLARATION STATEMENT (TO BE GIVEN AS BELOW) We hereby agree and declare that the information supplied in the application, including the attachment sheets, is complete and true.
AND we further agree that, we shall notify the Securities and Exchange Board of India immediately any change in the information provided in the application.
We further agree that we shall comply with, and be bound by the Securities and Exchange Board of India Act, 1992, and the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014, and any other regulations, guidelines or circulars as may be notified or issued by the Securities and Exchange Board of India from time to time.
We further agree that as a condition of registration, we shall abide by such operational instructions/directives as may be issued by the Securities and Exchange Board of India from time to time.
For and on behalf of____________________________________________________ (Name of the applicant) Authorized signatory (Signature) FORM B Securities and Exchange Board of India 231 Substituted for the words “applicant, Sponsor and Manager” by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
67 (Real Estate Investment Trusts) Regulations, 2014 [See regulation 6(1)] Certificate of registration as a Real Estate Investment Trust I. In exercise of the powers conferred by sub-section (1) of section 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), read with the regulations made there under, the Board hereby grants a certificate of registration to _______________________________________________________________ as a Real Estate Investment Trust subject to the conditions specified in the Act and in the regulations made thereunder.
II. The Registration Number of the Real Estate Investment Trust is:
_____________.
Date :
Place :
By Order Sd/- For and on behalf of Securities and Exchange Board of India 68
SCHEDULE II Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 [See Regulation 3(2), 6(1) and 14(10)] FEES TO BE PAID WITH RESPECT TO REGISTRATION AS A REIT
1. Every applicant shall pay non-refundable application fees of one lakh rupees along with the application for grant of certificate of registration.
2. Every applicant shall pay as non-refundable registration fees a sum of ten lakh rupees within fifteen days from the date of receipt of intimation from the Board.
3. REIT shall pay non-refundable filing fees of:
(a) 0.1% in case of initial and follow-on offer; and
(b) 0.05% in case of rights issue, of the total issue size including intended retention of oversubscription at the time of filing of draft Offer document with the Board
4. If the issue size estimated by the REIT differs from eventual issue size and thereby:–
(a) the fees paid by the REIT is found to be deficient, the balance fee shall be paid by the issuer 232[alongwith] filing 233[of the final offer document] with the recognised stock exchanges, as the case may be; and
(b) if any excess fee is found to have been paid, it shall be refunded by the Board to the REIT.
5. Such application, registration and filing fees shall be paid by the applicant/REIT 234[by way of direct credit in the bank account through NEFT/RTGS/IMPS or any other mode allowed by RBI or] by a demand draft in favour of 'Securities and 232 Substituted “within seven days of registering the prospectus with the Registrar of Companies or” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 233 Substituted “the letter of offer” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 234 Inserted by the SEBI (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, w.e.f.
6.3.2017.
69 Exchange Board of India' payable at Mumbai or at respective regional or local office, as may be required.
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SCHEDULE III [See Regulations 15 and 23] MANDATORY DISCLOSURES IN INITIAL OFFER DOCUMENT/FOLLOW ON OFFER DOCUMENT
1. Introduction a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the REIT b. Place and date of creation of the REIT c. Registration number and date of registration of the REIT with SEBI
2. Details of parties to the REIT a. Sponsor i. Name, registered office address, correspondence addresses, Contact person (s), contact details, email id ii. Background of the sponsor including activities being undertaken by the sponsor with respect to real estate b. Manager i. Background of the manager including past experience in management/advisory services in real estate ii. Brief functions, duties and responsibilities of the manager iii. Brief profiles of the directors of the manager and units held by them in the REIT, if any c. Trustee i. Background of the trustee including details of registration with SEBI ii. Names and profiles of the Directors iii. Functions, duties and responsibilities of the Trustee d. Valuer i. Background of the valuer including past experience in valuation in real estate, especially in valuation of similar assets by nature and location ii. Policy of appointment and removal 71
3. Brief background of the REIT a. Glossary of terms/abbreviations b. Structure and description of the REIT c. Details of Property Management / Lease Management and any other arrangements pertaining to underlying REIT assets, entered into with various parties prior to the issue d. Holding structure of the REIT prior to the issue including breakup of the units held by the sponsor, manager, any other party to the REIT and any other unit holder holding greater than 5% of the units of the REIT e. Proposed holding structure by the aforesaid parties post-issue f. Fee and expenses charged/chargeable to the REIT by various parties including fees charged by the manager, valuer, auditor, trustees and any other third party and shall also include any set-up costs
4. Terms of the issue a. Terms of the offer including number of units, price, issue opening date, issue closing date, terms and conditions and any other information as may be required for the investor to make an informed decision b. Policy of distribution including method of calculation and the frequency for distribution c. Listing of units i. Names of the Designated Stock Exchanges where units are proposed to be listed ii. Timelines for listing iii. Declaration that prior in-principle approval has been obtained from the Designated Stock Exchanges 235[d. Commitment received from strategic investors, if any.]
5. Market overview
6. Description of the assets under the REIT a. Breakup/proposed breakup of REIT assets in terms of Regulation 18 235 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 72 b. Description of real estate assets of the REIT including the general character and competitive conditions of all the properties held or intended to be acquired by the REIT and pictures of the properties.
c. Key statistics of the properties (area, occupancy, location, etc.)
d. Special features of the properties, if any e. Details of the 236[holdco and/or] SPVs through which the properties are held/proposed to be held including holding pattern, holding of REIT in the 237[holdco and/or] SPV, rights of REIT in the 238[holdco and/or] SPV, etc.
f. In case the properties are held directly by the REIT, details of holding of all the owners of the properties including percentage of ownership, rights of REIT vis-à-vis other owners, etc.
g. Confirmation of adequate Insurance by the Trustee h. For leased out properties (property-wise), the following additional disclosures shall be made:
i. Total number of tenants ii. Rental income as a percentage of total gross income in aggregate for the top 10 tenants iii. Lease-maturity profile, in terms of the percentage of total gross rental income, for each of the next five years iv. a summary of the terms of any sub-leases or tenancies, including repair obligation, granted to the tenants of the property v. the existing monthly rental income before tax from the property which is wholly or partly let, together with the amount and a description of any outgoings or disbursements from the rent vi. the estimated current monthly market rental obtainable, on the basis that the property was available to let on the effective date as at which the property was valued vii. a summary of any rent review provisions viii. Level of furnishing of the properties including whether the properties are cold-shell properties or fully furnished 236 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 237 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 238 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 73 ix. Whether any clauses exist in rental agreements providing high grace period in lieu of higher rental values. If yes, details shall be provided i. For under-construction properties (property-wise), the following additional disclosures shall be made:
i. Stage of construction along with % of completed construction as at the end of the year ii. Progress of construction iii. Expected completion iv. Status of approval/assessment from various authorities including statutory assessment & environment considerations with respect to development regulations and planning norms
7. Business Details and Strategy a. Investment strategy Description of investment strategy including category, type, location, allocation to each type, co-investment in properties, etc.
Description of ROFR with respect to any properties Capital and risk management strategy b. Use of proceeds:
purpose of the issue Issue Expenses c. 239[***]
8. Leverage a. Capital structure of the REIT assets including any borrowings/deferred payments with respect to the REIT assets prior to the issue and post-issue (Standalone and consolidated) b. Borrowing policy
9. Conflict of interest and Related party transactions a. Procedure for dealing with related party transactions and Conflict of Interest 239 Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
Prior to its omission, sub paragraph (c) read as follows:
“Projections of income of the REIT over next three years beginning the current financial year certified by the manager with respect to calculation and assumptions and certified by the auditor with respect to arithmetical accuracy” 74 b. Details of any related party transactions 240[which are] undertaken 241[ in last three financial years and current financial year] as well as any such transactions proposed in the future
10. Valuation a. Summary of valuation as per the full valuation report b. Valuation methodology c. Frequency of valuation and declaration of NAV
11. Financials a. Total rental income from the properties (property-wise) under the REIT for the previous 3 years b. Summary of the financial statements of the REIT 242[***], manager and sponsor for the previous 3 years, as applicable c. Management’s Discussion and Analysis of factors affecting financial condition and results of operations by the Manager 243[(d) Projections of income of the REIT over next three years beginning the current financial year certified by the manager and the auditor with respect to calculation and assumptions
(e) Contingent liabilities as on the date of the financial information disclosed in the offer document/placement memorandum]
12. Rights of Unit Holders a. Rights of unit holders b. Proposed disclosures to the unit holders either directly or by public dissemination on the Designated Stock Exchanges website c. Frequency and manner of meetings of unit holders
13. Title disclosures, litigations and regulatory actions 240 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
241 Substitued “prior to the offer” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
242 Omitted “(consolidated and stand alone)” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
243 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
75 a. Title disclosure of the properties including any material litigations pertaining to the properties b. Brief description of the material litigations and regulatory actions 244[which are] pending, against the REIT, sponsor245[(s)], manager, 246[ or any of their associates and sponsor group(s), the trustee and valuer,] if any 247[***]
14. Risk factors
15. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision
16. Other general information a. Key terms of material agreements relating to the REIT including but not limited to the investment management agreement b. Policy of appointment of auditor and auditing standards to be followed c. Policy and timelines for redressal of complaints by the investors
17. Supporting Documents a. 248[***] b. Auditors Report c. Any other such report
18. Such other information as is material and appropriate to enable the investors to make an informed decision
19. Declarations 249[(to be signed by the board of directors of the manager and sponsor)] 250[20. The documents to be provided to the Board,- a. Full valuation report, alongwith offer document 244 Substituted “, whether completed or” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
245 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
246 Substituted “trustee, valuer or any of their associates,” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
247 Symbol and words “, in the past 5 years” omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
248 Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
Prior to its omission, sub paragraph (a) read as follows:
“Full Valuation Report” 249 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
250 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
76 b. Due diligence certificate alongwith draft offer document and offer document c. In principle approval from the exchange(s)] 77
SCHEDULE IV [See Regulation 23(4)] MANDATORY DISCLOSURES Mandatory Disclosures in the Annual Report
1. Manager's brief report of activities of the REIT and summary of the audited stand alone and consolidated financial statements for the year of the REIT
2. Management discussion and analysis by the directors of the manager on activities of the REIT during the year, forecasts and future course of action
3. Brief details of all the assets of the REIT including a break-up of real estate assets and other assets, location of the properties, area of the properties, current tenants (not less than top 10 tenants as per value of lease), lease maturity profile, details of under-construction properties, if any, etc.
4. Brief summary of the full valuation report as at the end of the year
5. Details of changes during the year pertaining to:
a. Addition and divestment of assets including the identity of the buyers or sellers, purchase/sale prices and brief details of valuation for such transactions b. Valuation of assets (as per the full valuation reports) and NAV c. Letting of assets, occupancy, lease maturity, key tenants, etc.
d. Borrowings/ repayment of borrowings(standalone and consolidated) e. Sponsor, manager, trustee, valuer, directors of the Trustee/manager/sponsor, etc.
f. Clauses in trust deed, investment management agreement or any other agreement entered into pertaining to activities of REIT g. Any other material change during the year
6. Update on development of under-construction properties, if any
7. Details of outstanding borrowings and deferred payments of REIT including any credit rating(s), debt maturity profile, gearing ratios of the REIT on a consolidated and standalone basis as at the end of the year 78
8. Debt maturity profile over each of the next 5 years and debt covenants, if any;
9. The total operating expenses of the REIT, including all fees and charges paid to the manager and any other parties, if any during the year
10. Past performance of the REIT with respect to unit price, distributions and yield for the last 5 years, as applicable
11. Unit price quoted on the Designated Stock Exchanges at the beginning and end of the financial year, the highest and lowest unit price and the average daily volume traded during the financial year
12. 251[1]Details of all related party transactions during the year 252[, value of which exceeds five per cent of value of the REIT assets] 253[2. Details regarding the monies lent by REIT to the holding company or the special purpose vehicle in which it has investment in.]
13. Details of fund raising during the year, if any
14. 254[***] 255[14A. Brief details of material and price sensitive information]
15. Brief details of material litigations and regulatory actions 256[which are] pending, against the REIT, 257[ sponsor(s), manager or any of their associates and sponsor group(s) and the trustee], if any, as at the end of the year
16. Risk factors
17. Information of the contact person of the REIT Mandatory annexure to the annual report
1. Summary of full valuation report capturing key aspects of the report 251 Sub-claue number inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 252 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
253 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 254 Omitted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
Prior to its omission, paragraph 14 read as follows:
“Brief report on corporate governance” 255 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
256 Substituted “, whether completed or” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
257 Substituted “parties to the REIT or any of their associates” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016.
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2. Auditor's report Mandatory disclosures in the Half-yearly report
1. All details as provided above (other than clause (2) and mandatory annexures) for annual report for the previous half-year or as at the end of the half-year as applicable
2. Financial statements for the half year; (Standalone and consolidated). If audited statements are not available, unaudited statements may be provided subject to disclosure to that effect
3. Updated valuation report by the valuer taking into account any material developments during the previous half-year
4. Any other material events during the half-year 80
SCHEDULE V [See Regulation 21(3)] MANDATORY MINIMUM DISCLOSURES IN FULL VALUATION REPORT The full valuation report shall include the following:
a. Name and brief details of the valuer b. all material details in relation to the basis of valuation c. Description and explanation of the valuation methodologies adopted including key assumptions used, justification of the assumptions, explanation of the rationale for choosing the particular valuation method if more than one method is or could have been adopted, etc.
d. overall structure and condition of the relevant market including an analysis of the supplydemand situation, the market trend and investment activities e. For every property, the following details 258[, to the extent applicable,] shall be mentioned:
i. Address of the property, ownership and title details including whether the transaction is a related party transaction (Valuer may rely on the title disclosures provided by the manager for the purpose) ii. Location of the property (include latest pictures), formal site identification, physical features (e.g. size, configuration, frontage, topography) site services, town planning, etc.
iii. If the property is completed and revenue generating, the following shall be mentioned:
1. the existing use of the property
2. a brief description of the property including age of the building, the site area, 259[developable area, leasable area, completed area, occupied area] etc.
3. occupancy rate 258 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 259 Substituted for the words “gross floor area, net lettable floor area” by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
81 iv. In case of under-construction properties, the following shall be mentioned:
1. Stage of completion of the property
2. Statutory approvals received and pending as on date of valuation
3. Approved use of the property as per approved construction plans v. the options or rights of pre-emption and other encumbrances concerning or affecting the property vi. the nature of the interest the REIT holds/proposes to hold in the property whether freehold or leasehold, percentage of interest of the REIT in the property, remainder of the term in case of leasehold property vii. Date of inspection and date of valuation viii. Qualifications and assumptions ix. Method used for valuation x. Valuation standards adopted for valuation of real estate assets xi. Extent of valuer's investigations and nature and source of data to be relied upon xii. Purchase price of the property by the REIT(for existing properties of the REIT) xiii. Valuation of the property in the previous 3 years; (for existing properties of the REIT) xiv. Detailed valuation of the property as calculated by the valuer xv. Latest ready reckoner rate (as published by the state government) 260[xvi. List of one-time sanctions/approvals which are obtained or pending xvii. List of up to date/overdue periodic clearances xviii. Statement of assets included xix. Estimates of already carried as well as proposed major repairs and improvements along with estimated time of completion xx. Revenue pendencies including local authority taxes associated with REIT asset and compounding charges, if any 260 Inserted by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2016, w.e.f. 30.11.2016 82 xxi. On-going 261[***] material litigations including tax disputes in relation to the assets, if any xxii. Vulnerability to natural or induced hazards that may not have been covered in town planning/ building control] f. any matters which may affect the property or its value g. a declaration by the valuer that:
i. the valuer is competent to undertake the valuation ii. the valuer is independent and has prepared the report on a fair and unbiased basis iii. the valuer has valued the properties based on the valuation standards as specified under sub-regulation 10 of 262[regulation 21] of these Regulations 261 Words “and closed” omitted by the Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2018, w.e.f. 10.04.2018.
262 Substituted for “regulation 20” by the SEBI (Real Estate Investment Trusts) (Amendment) Regulations, 2017, w.e.f. 15.12.2017 83
SCHEDULE VI [See Regulation 7(d)] CODE OF CONDUCT FOR REIT AND PARTIES TO THE REIT
1. REIT and parties to the REIT shall conduct all affairs of the REIT in the interest of all the unit-holders of the REIT.
2. REIT and parties to the REIT shall make adequate, accurate, explicit and timely disclosure of relevant material information to all unit holders, Designated Stock Exchanges and the Board in accordance with these Regulations and as may be specified by the Designated Stock Exchanges from time to time.
3. REIT and parties to the REIT shall try to avoid conflicts of interest, as far as possible, in managing the affairs of the REIT and keep the interest of all unit holders paramount in all matters. In case such events cannot be avoided, it shall be ensured that appropriate disclosures are made to the unit-holders and they are fairly treated.
4. The REIT and parties to the REIT shall ensure that the fees charged by them with respect to activity of the REIT shall be fair and reasonable.
5. Manager shall carry out the business of the REIT and invest in accordance with the investment objectives stated in the Offer document and take investment decisions solely in the interest of unit holders.
6. REIT, parties to the REIT and any third party appointed by the manager shall not use any unethical means to sell, market or induce any person to buy units of the REIT and where a third party appointed by the manager fails to comply with this condition, the manager shall be held liable for the same.
7. REIT and parties to the REIT shall maintain high standards of integrity and fairness in all their dealings and in the conduct of their business,
8. REIT and parties to the REIT shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent professional judgment.
9. REIT and parties to the REIT shall not make any exaggerated statement, whether oral or written, about their qualifications/capabilities/experience/ achievements.
10. REIT and parties to the REIT shall be liable to the unit holders for their acts of commission or omissions, notwithstanding anything contained in any contract or agreement.
84
SCHEDULE VII [See Regulation 34] Amendment to Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 In regulation 2, in sub-regulation (1), in clause (o), after the words “or body corporate” and before the words “in which an Alternative Investment Fund”, the words “or real estate investment trust or infrastructure investment trust” shall be inserted.
U.K. SINHA CHAIRMAN SECURITIES AND EXCHANGE BOARD OF INDIA