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FormsForm ASecurities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014Application for Grant of Certificate of Registration as Real Estate Investment Trust[See Regulation 3(2)]Securities and Exchange Board of IndiaSEBI Bhavan, C4-A, G Block, Bandra Kurla Complex, Mumbai 400051 - IndiaInstructions1. 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.
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 [trust] [/] sponsor(s)/ [***] manager is/are [or their associates or sponsor group(s)/trustee] 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 Trust2. [Details of Trust]
(a)Write-up on the activities of the [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 REIT3. 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 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(i)[ Copy of the executed Trust Deed.] 4. Details of Sponsor(S) (Provide fetails 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)(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 old5. 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 [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 same6. 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 REIT(d)Details of leverage at [holdco and/or SPV(s)] and REIT level (current and proposed)7. Details of Regulatory Action Taken In the Past, if any
(a)Whether the [REIT or the parties to the REIT or their director/member 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 [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 [REIT or the parties to the REIT or their director/member 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 [REIT or the parties to the REIT or their director/member 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
(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 [REIT and the parties to the REIT] are fit and proper persons based on the criteria specified in the Securities and Exchange Board of India (Intermediaries) Regulations, 2008Declaration 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 BSecurities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014[See regulation 6(1)]Certificate of registration as a Real Estate 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 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 OrderSd/-For and on behalf ofSecurities and Exchange Board of India
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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 Reit1. 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 Board4. 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 [alongwith] filing [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 by a demand draft in favour 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 15 and 23]Mandatory Disclosures in Initial Offer Document/follow on Offer Document1. Introduction
a. Name, registered office address, correspondence address, contact person (s), contact details and email id of the REITb. Place and date of creation of the REITc. Registration number and date of registration of the REIT with SEBI2. Details of parties to the REIT
a. Sponsori. Name, registered office address, correspondence addresses, Contact person (s), contact details, email idii. Background of the sponsor including activities being undertaken by the sponsor with respect to real estateb. Manageri. Background of the manager including past experience in management/advisory services in real estateii. Brief functions, duties and responsibilities of the manageriii. Brief profiles of the directors of the manager and units held by them in the REIT, if anyc. Trusteei. Background of the trustee including details of registration with SEBIii. Names and profiles of the Directorsiii. Functions, duties and responsibilities of the Trusteed. Valueri. Background of the valuer including past experience in valuation in real estate, especially in valuation of similar assets by nature and locationii. Policy of appointment and removal3. Brief background of the REIT
a. Glossary of terms/abbreviationsb. Structure and description of the REITc. Details of Property Management/Lease Management and any other arrangements pertaining to underlying REIT assets, entered into with various parties prior to the issued. 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 REITe. Proposed holding structure by the aforesaid parties post-issuef. 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 costs4. 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 decisionb. Policy of distribution including method of calculation and the frequency for distributionc. Listing of unitsi. Names of the Designated Stock Exchanges where units are proposed to be listedii. Timelines for listingiii. Declaration that prior in-principle approval has been obtained from the Designated Stock Exchangesiv.[d. Commitment received from strategic investors, if any.] 6. Description of the assets under the REIT
a. Breakup/proposed breakup of REIT assets in terms of Regulation 18b. 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 anye. Details of the [holdco and/or] SPVs through which the properties are held/proposed to be held including holding pattern, holding of REIT in the [holdco and/or] SPV, rights of REIT in the [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-a-vis other owners, etc.g. Confirmation of adequate Insurance by the Trusteeh. For leased out properties (property-wise), the following additional disclosures shall be made:i. Total number of tenantsii. Rental income as a percentage of total gross income in aggregate for the top 10 tenantsiii. Lease-maturity profile, in terms of the percentage of total gross rental income, for each of the next five yearsiv. a summary of the terms of any sub-leases or tenancies, including repair obligation, granted to the tenants of the propertyv. 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 rentvi. 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 valuedvii. a summary of any rent review provisionsviii. Level of furnishing of the properties including whether the properties are cold-shell properties or fully furnishedix. Whether any clauses exist in rental agreements providing high grace period in lieu of higher rental values. If yes, details shall be providedi. 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 yearii. Progress of constructioniii. Expected completion iv. Status of approval/assessment from various authorities including statutory assessment & environment considerations with respect to development regulations and planning norms7. 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 strategyb. Use of proceeds:• purpose of the issue• Issue Expenses[c. ***] 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 policy9. Conflict of interest and Related party transactions</p>
a. Procedure for dealing with related party transactions and Conflict of Interestb. Details of any related party transactions [which are] undertaken [in last three financial years and current financial year] as well as any such transactions proposed in the future10. Valuation
a. Summary of valuation as per the full valuation reportb. Valuation methodologyc. Frequency of valuation and declaration of NAV11. Financials
a. Total rental income from the properties (property-wise) under the REIT for the previous 3 yearsb. Summary of the financial statements of the REIT [***] , manager and sponsor for the previous 3 years, as applicablec. Management's Discussion and Analysis of factors affecting financial condition and results of operations by the Manager(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 holdersb. Proposed disclosures to the unit holders either directly or by public dissemination on the Designated Stock Exchanges websitec. Frequency and manner of meetings of unit holders13. Title disclosures, litigations and regulatory actions
a. Title disclosure of the properties including any material litigations pertaining to the propertiesb. Brief description of the material litigations and regulatory actions, [which are] pending, against the REIT, sponsor(s), manager, [or any of their associates and sponsor group(s), the trustee and valuer,] if any, [***] 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 agreementb. Policy of appointment of auditor and auditing standards to be followedc. Policy and timelines for redressal of complaints by the investors17. Supporting Documents
[a. ***] b. Auditors Reportc. Any other such report18. Such other information as is material and appropriate to enable the investors to make an informed decision
19. Declarations [(to be signed by the board of directors of the manager and sponsor)]
[The documents to be provided to the Board,- (a)Full valuation report, alongwith offer document(b)Due diligence certificate alongwith draft offer document and offer document(c)In principle approval from the exchange(s)]
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[See Regulation 23(4)]Mandatory DisclosuresMandatory Disclosures in the Annual Report1. 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 transactionsb. Valuation of assets (as per the full valuation reports) and NAVc. 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 REITg. Any other material change during the year6. 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
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.
(1)Details of all related party transactions during the year [, value of which exceeds five per cent of value of the REIT assets] 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
14A. [ Brief details of material and price sensitive information]
15. Brief details of material litigations and regulatory actions, [which are,] pending, against the REIT, [sponsor(s), manager or any of their associates and sponsor group(s) and the trustee] if any, as at the end of the year
17. Information of the contact person of the REIT
Mandatory annexure to the annual report1. Summary of full valuation report capturing key aspects of the report
2. Auditor's report
Mandatory disclosures in the Half-yearly report1. 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
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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 valuerb. all material details in relation to the basis of valuationc. 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 supply-demand situation, the market trend and investment activitiese. For every property, the following details [, 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, [developable area, leasable area, completed area, occupied area] etc.
3. occupancy rate
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 propertyvi. 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 propertyvii. Date of inspection and date of valuationviii. Qualifications and assumptionsix. Method used for valuationx. Valuation standards adopted for valuation of real estate assetsxi. Extent of valuer's investigations and nature and source of data to be relied uponxii. 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 valuerxv. Latest ready reckoner rate (as published by the state government)[xvi. List of one-time sanctions/approvals which are obtained or pending xvii. List of up to date/overdue periodic clearancesxviii. Statement of assets includedxix. Estimates of already carried as well as proposed major repairs and improvements along with estimated time of completionxx. Revenue pendencies including local authority taxes associated with REIT asset and compounding charges, if anyxxi. On-going [***] material litigations including tax disputes in relation to the assets, if anyxxii. 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 valueg. a declaration by the valuer that:i. the valuer is competent to undertake the valuationii. the valuer is independent and has prepared the report on a fair and unbiased basisiii. the valuer has valued the properties based on the valuation standards as specified under sub-regulation 10 of [regulation 21] of these Regulations
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[See Regulation 7(d)]Code of Conduct for Reit and Parties to the Reit1. 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.
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[See Regulation 34]Amendment to Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012In 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.
