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Form ASecurities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014[See regulation 3]Application for Grant of Certificate of Registration as Infrastructure investment trustInstructions1. This form is meant for use by the applicant for grant of certificate of registration as a Infrastructure 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.
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 InvIT.(b)Name, direct line number, mobile number and e-mail of the contact person(s).(c)Whether the [trust] [/ sponsor(s)/ investment manager/ project manager(s) or their associates or trustee] 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 Infrastructure investment trust.2. [Details of trust]
(a)Write-up on the activities of the [trust] .(b)Whether the Trust Deed is registered under the provisions of the Indian Registration Act, 1908.(c)Whether the Trust Deed has its main objective as undertaking activity of InvIT and includes responsibilities of the Trustee in accordance with Regulation 9 (Enclose relevant extract of the Registered Trust Deed).(d)Whether any unit holder of the InvIT enjoys preferential voting or any other rights over another unit holder.(e)Whether there are multiple classes of units of InvIT.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.(f)Details of infrastructure, personnel, etc. relevant to the activity as trustee of the InvIT.(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.(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)Details of the holding pattern and profile of the directors/partners including their professional qualification.(e)Identity proof and address proof of the Sponsor, its directors or partners.(f)Write up on the activities of the sponsor/its associates including past experience in development of infrastructure or fund management in the infrastructure sector.(g)Whether the Sponsor has floated any InvITs previously, which are registered with SEBI. If yes, details of the same.(h)Proposed holding of the sponsor in the InvIT 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 from the date of application.5. Details of Investment Manager
(a)Name, address of the registered office address for correspondence, telephone number(s), fax number(s), of the Investment 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 [executed] Investment Management agreement.(e)Write up on the activities of the Investment Manager including past experience in fund management/ advisory services or development in the infrastructure sector.(f)List of Directors/ Members of Governing Board.(g)Identity proof and address proof of the Investment 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 from the date of application.(l)Whether the Investment Manager has acted as manager to any InvIT previously, which are registered with SEBI. If yes, details of the same.6. Details of Project Manager(s) (Provide details for every project manager separately)
(a)Name, address of the registered office address for correspondence, telephone number(s), fax number(s), of the Project 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.(e)Write up on the activities of the Project Manager.(f)Identity proof and address proof of the [Investment] manager, its directors or partners.7. Details of Business Plan and Investment Strategy
(a)Investment objective and investment style.(b)Details of proposed initial offer [***] .(c)Brief details of the assets proposed to be held under InvIT.(d)Details of leverage at [holdco/SPV(s)] and InvIT level (current and proposed).8. Details of Regulatory Action Taken in the Past, if any
(a)Whether the [InvIT or parties to the InvIT 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 [InvIT] 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 [InvIT or parties to the InvIT 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 [InvIT or parties to the InvIT 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).9. Other Information/declarations
Declaration that the [InvIT and parties to the InvIT] 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 (Infrastructure Investment Trusts) Regulations, 2014 and any other regulations, circulars or guidelines 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 BSecurities and Exchange Board of India(Infrastructure Investment Trusts) Regulations, 2014[See regulation 6(2)]Certificate of registration as a Infrastructure Investment TrustI. 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 an Infrastructure Investment Trustsubject to the conditions specified in the Act and in the regulations made thereunder.II. The Registration Number of the Infrastructure Investment Trust is:................................................Date :Place :By OrderSd/-For and on behalf ofSecurities and Exchange Board of India
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Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014[See regulation 3(2), 6(1) and 14(4)(k)]Fees1. 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. With respect to publicly offered InvIT:
a. The InvIT shall pay non-refundable filing fees of:i. 0.1% in case of initial and follow-on offer; andii. 0.05% in case of rights issueof the total issue size including intended retention of oversubscription at the time of filing of draft offer document with the Boardb. If the issue size estimated by the InvIT differs from eventual issue size and thereby:-i. the fees paid by the InvIT is found to be deficient, the balance fee shall be paid by the issuer [alongwith the filing of the final offer document/ final placement memorandum with the Board and] with the recognised stock exchanges, as the case may be; andii. if any excess fee is found to have been paid, it shall be refunded by the Board to the InvIT.4. With respect to privately placed InvIT, the InvIT shall pay non-refundable filing fees of 0.1% of the total issue size including green shoe option, if any, at the time of filing of [***] placement memorandum with the Board;
5. Such application, registration and filing fees shall be paid by the applicant or InvIT by a demand draft in favor of 'Securities and Exchange Board of India' payable at Mumbai or at respective regional or local office, as may be required.
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[See regulations 14, 15, 19, 21 and 23]Mandatory Disclosures in Offer Document [or Placement Memorandum] or Follow on Offer Document1. Introduction
a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the InvIT.b. Place and date of creation of the InvIT.c. Registration number and date of registeration of the InvIT with the Board.2. Details of sponsor(s), Investment Manager, Project Manager, Trustee and other parties
a. Sponsor (s)(In case of multiple sponsors, provide details for every 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 infrastructure.iii. Holding or proposed holding by sponsor in the InvIT.b. Investment Manager and Project Manageri. Background of the investment or Project Manager including past experience in management or advisory services or development in infrastructure sector.ii. Brief functions, duties and responsibilities of the investment or Project Manager.iii. Brief profiles of directors of the Investment Manager and units held or proposed to held by them in the InvIT, if any.c. Trusteei. Background of the Trustee including details of registration with the Board in case Trustee is a debenture Trustee.ii. Names and profiles of the Directors.iii. Functions, duties and responsibilities of the Trustee.d. Other partiesNames, details and functions of other key parties or entities involved in the structure of the InvIT including key terms of agreement with such parties, background and experience, brief functions, duties and responsibilities, Policy of appointment and removal, etc.3. Brief background of the InvIT
a. Glossary of terms or abbreviations.b. Structure and description of the InvIT.c. Details of any arrangements pertaining to underlying InvIT assets, entered into with various parties prior to the issue.d. Holding structure of the InvIT prior to the issue including breakup of the units held by parties to the InvIT and any other unit holder holding greater than five per cent. of the units of the InvIT;e. Proposed holding structure by the aforesaid parties post-issue.f. Fee and expenses charged or chargeable to the InvIT by various parties including fees charged or proposed to be charged by the Investment Manager, valuer, auditor, Trustees and any other third party and shall also include any set-up costs.g. Details of any Credit rating(s) obtained, if any.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 distributions to the unit holders including method of calculation and the frequency for distribution.c. Listing of units.i. Names of designated stock exchanges.ii. Timelines for listing.iii. Declaration that prior in-principle approval has been obtained from the designated stock exchanges.d. Commitment received from strategic investors, if any.5. Market overview
a. General market overview of the infrastructure sector.b. Overview of the sub-sector in which the InvIT has invested or proposes to invest.6. Description of the assets under the InvIT
a. General consolidated details of all assets of the InvIT:i. Breakup or proposed breakup of InvIT assets in terms of Reg 18(5)(a) and (b).ii. Details of proposed structure of investment by the InvIT in infrastructure projects.iii. Details of the SPVs through which the projects are held or proposed to be held including capital structure, holding pattern, holding of InvIT in the [holdco or the SVP(s)] , rights of InvIT in the [holdco or the SVP(s)] , etc. pre-issue (current) and post-issue(proposed). Also, details of key terms of debt and other instruments in the SPV shall be disclosed.iv. In case the projects are held or proposed to be held directly by the InvIT, details of holding of all the owners of the projects including per cent. of ownership, rights of InvIT vis-a-vis other owners, etc. pre-issue (current) and post-issue(proposed).v. Status of lender's consent with respect to underlying projects and amendment in lender agreement, if any pursuant to acquisition of the assets by InvIT.vi. Confirmation of adequate Insurance of all the infrastructure assets by the Trustee.b. Project-wise details of infrastructure assets held or proposed to be held by the InvIT.i. Name, location, pictures and other details of the project.ii. Structure of ownership of the project by the InvIT.iii. Special features of the infrastructure projects, if any.iv. Description of key agreements and restrictions relevant to the project such as terms of concession agreement, power purchase agreements, etc.v. Life of the asset (both contractually and physical life requiring maintenance, replacement) and right available to extend this life.vi. Summary of Land diligencevii. Technical reports specific to the sub-sector such as traffic data report, wind or solar report, etc.viii. Month-wise revenue [from the date of the latest financial statements included in the offer document or placement memorandum until the completed month before filing of the Draft offer document/offer document or Placement Memorandum] .c. For under-construction projects, the following additional disclosures shall be made project-wise:i. Stage of construction along with per cent. of completed construction as at the end of the year ii. Progress of development.iii. Expected completion.iv. Status of approval or assessment from various authorities including statutory assessment & environment considerations.v. Key risks involved in delay.7. Business Details and Strategy
a. Investment strategy• Description of investment strategy of the InvIT.• Description of ROFR, if any, by the sponsor, with respect to any future assets including valuation methodology for future acquisitions from Sponsors in such cases.• Capital and risk management strategy.b. Use of proceeds.• purpose of the issue.• Issue Expenses.8. Leverage
a. Capital structure of the InvIT assets including any borrowings or deferred payments with respect to the InvIT assets prior to the issue and post-issue (Standalone and consolidated).b. Borrowing policy.9. Related party transactions
a. Procedure for dealing with related party transactions.b. Details of any related party transactions [which are undertaken in the 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 latest full valuation report.b. Valuation methodology.c. Frequency of valuation and declaration of NAV.11. Financials
a. Operating cash flow from the projects (project-wise) under the InvIT for the previous 3 years.b. Summary of the financial statements of the InvIT, Investment Manager and sponsor for the previous 3 years, as applicable.c. Management's Discussion and Analysis of factors by directors of the Investment Manager affecting financial condition and results of operations.d. Projections of revenue and operating cash flows by InvIT, project-wise over next three years including assumptions details as certified by the auditor.e. Details on payment history and working capital.f. Contingent liabilities [as on the date of the latest 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 exchange website.c. Frequency and manner of meetings of unit holders.13. Title and approval disclosures, litigations and regulatory actions
a. Title disclosure of the projects including any material litigations pertaining to the projects.b. Regulatory authorities involved and status of approvals with respect to the underlying projects and approvals periodically required for the project as per any Act or rules or regulations or guidelines by the government or regulatory authority.c. Brief description of the material litigations and regulatory actions, [which are pending, against the InvIT, sponsor(s), Investment Manager, Project Manager(s),or any of their associates and the trustee] , if any [***] .15. Brief details on taxation and regulatory aspects to enable the investors to make an informed decision
16. Other general information
Policy of appointment of auditor and auditing standards to be followed.17. Sector specific information
Any information pertaining to the sector or sub-sector that may be relevant for an investor to invest in units of the InvIT.18. Supporting Documents
a. Full Valuation Report.b. Auditors Report.c. Any other such report.19. Such other information as is material and appropriate to enable the investors to make an informed decision
20. Declarations [(to be signed by the board of directors of the investment manager and sponsor)]
[The documents to be provided to the Board,- (a)Full valuation report, alongwith offer document/placement memorandum(b)Project implementation/management agreement, alongwith draft offer document or the placement memorandum(c)Due diligence certificate alongwith draft offer document and offer document/placement memorandum(d)In principle approval from the exchange(s)]
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[See regulation 23(5)]Mandatory Disclosures[Part A] Mandatory Disclosures in the Annual Report(A privately placed InvIT may only disclose the items, as may be applicable to its structure and activities)1. Investment Manager's brief report of activities of the InvIT and summary of the audited consolidated financial statements for the year of the InvIT.
2. Management discussion and analysis by the directors of the Investment Manager on activities of the InvIT during the year, forecasts and future course of action.
3. Brief details of all the assets of the InvIT, project-wise.
4. Details of revenue during the year, project-wise from the underlying projects.
5. Brief summary of the valuation as per full valuation report as at the end of the year.
6. Any information or report pertaining to the specific sector or sub-sector that may be relevant for an investor to invest in units of the InvIT.
7. Details of changes during the year pertaining to
a. Addition and divestment of assets including the identity of the buyers or sellers, purchase or sale prices and brief details of valuation for such transactions.b. Valuation of assets and NAV (as per the full valuation reports).c. Borrowings or repayment of borrowings(standalone and consolidated).d. Credit rating.e. Sponsor, Investment Manager, Trustee, valuer, directors of the Trustee or Investment Manager or sponsor, etc.f. Clauses in trust deed, investment management agreement or any other agreement entered into pertaining to activities of InvIT.g. Any regulatory changes that has impacted or may impact cash flows of the underlying projects.h. Change in material contracts or any new risk in performance of any contract pertaining to the InvIT.i. Any legal proceedings which may have significant bearing on the activities or revenues or cash flows of the InvIT.j. Any other material change during the year.8. Revenue of the InvIT for the last 5 years, project-wise.
9. Update on development of under-construction projects, if any.
10. Details of outstanding borrowings and deferred payments of InvIT including any credit rating(s), debt maturity profile, gearing ratios of the InvIT on a consolidated and standalone basis as at the end of the year.
11. The total operating expenses of the InvIT along with detailed break-up, including all fees and charges paid to the Investment Manager and any other parties, if any during the year.
12. Past performance of the InvIT with respect to unit price, distributions made and yield for the last 5 years, as applicable.
13. Unit price quoted on the exchange 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.
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(1)Details of all related party transactions during the year, value of which exceeds five per cent. of value of the InvIT [assets] .(2)[ Details regarding the monies lent by the InvIT to the holding company or the special purpose vehicle in which it has investment in.] 15. Details of issue and buyback of units during the year, if any.
16. [Brief details of material and price sensitive information.]
17. Brief details of material litigations and regulatory actions, [which are pending, against the InvIT, sponsor(s), Investment Manager, Project Manager(s), or any of their associates and the Trustee] , if any, as at the end of the year.
19. Information of the contact person of the InvIT.
Mandatory annexure to the annual report1. Summary of the full valuation report.
2. Auditor's report.
[Part B] Mandatory disclosures in the Half-yearly report(A privately placed InvIT may only disclose the items, as may be applicable to its structure and activities).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).
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.
[Part - C Mandatory disclosures in the quarterly report] (A privately placed InvIT may only disclose the items, as may be applicable to its structure and activities)1. Financial statements for the quarter; (Standalone and consolidated)
2. Updated valuation report by the valuer taking into account any material developments during the previous quarter
3. Any other material events during the quarter
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[See regulation 21(3)]Mandatory Minimum Disclosures in Full Valuation ReportThe full valuation report shall include the following:a. Name and brief details of the valuer along with details of registration under the Companies Act, 2013.b. all material details in relation to the basis of valuation.c. Description and explanation of the valuation methodologies adopted including 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 supply-demand situation, the market trend and investment activities.e. Any information or report pertaining to the specific sector or sub-sector that may be relevant for valuation of the assets.f. For every project, the following details [to the extent applicable] shall be mentioned:i. Details of the project including whether the transaction is a related party transaction.ii. Latest pictures of the project.iii. the existing use of the project.iv. the nature of the interest the InvIT holds or proposes to hold in the project, percentage of interest of the InvIT in the project.v. Date of inspection and date of valuation.vi. Qualifications and assumptions.vii. Method used for valuation.viii. Valuation standards adopted.ix. Extent of valuer's investigations and nature and source of data to be relied upon.x. Purchase price of the project by the InvIT(for existing projects of the InvIT).xi. Valuation of the project in the previous 3 years; (for existing projects of the InvIT).xii. Detailed valuation of the project as calculated by the valuer;[xiii. List of one-time sanctions/approvals which are obtained or pending; xiv. List of up to date/overdue periodic clearances;xv. Statement of assets Omitted [***];xvi. Estimates of already carried as well as proposed major repairs and improvements along with estimated time of completion;xvii. Revenue pendencies including local authority taxes associated with InvIT asset and compounding charges, if any;xviii. On-going [***] material litigations including tax disputes in relation to the assets, if any;xix. Vulnerability to natural or induced hazards that may not have been covered in town planning/ building control][fa. Information regarding the assumed factors while calculating the valuation such as discounting rate, tenure etc.] g. any other matters which may affect the project or its value.h. 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 projects based on the valuation standards as specified under sub-regulation 10 of regulation 21.
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[See regulation 7(d)]Code of Conduct for Invit and Parties to the InvIT1. InvIT and parties to the InvIT shall conduct all affairs of the InvIT in the interest of all the unit-holders of the InvIT.
2. InvIT and parties to the InvIT shall make adequate, accurate, explicit and timely disclosure of relevant material information to all unit holders, exchanges and the Board in accordance with these regulations and as may be specified by the stock exchanges from time to time.
3. InvIT and parties to the InvIT shall try to avoid conflicts of interest, as far as possible, in managing the affairs of the InvIT 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 InvIT and parties to the InvIT shall ensure that fees charged by them with respect to activity of InvIT shall be fair and reasonable.
5. Investment manager shall carry out the business of the InvIT and invest in accordance with the investment objectives stated in the offer document [or placement memorandum] and take investment decisions solely in the interest of unit holders.
6. InvIT, parties to the InvIT and any third party appointed by the investment manager shall not use any unethical means to sell, market or induce any person to buy units of the InvIT and where a third party appointed by the investment manager fails to comply with this condition, the investment manager shall be held liable for the same.
7. InvIT and parties to the InvIT shall maintain high standards of integrity and fairness in all their dealings and in the conduct of their business,
8. InvIT and parties to the InvIT shall render at all times high standards of service, exercise due diligence, ensure proper care and exercise independent professional judgment.
9. InvIT and parties to the InvIT shall not make any exaggerated statement, whether oral or written, either about their qualifications or capabilities or experience.
