Section 2 in Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014
2. Definitions.
(1)In these regulations, unless the context otherwise requires, the terms defined herein shall bear the meanings assigned to them below, and their cognate expressions shall be construed accordingly,-(a)"Act" means the Securities and Exchange Board of India Act, 1992 (15 of 1992);(b)"associate" of any person [shall be as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include following] [Substituted 'includes' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).],-(i)any person controlled, directly or indirectly, by the said person;(ii)any person who controls, directly or indirectly, the said person;(iii)where the said person is a company or a body corporate, any person(s) who is designated as promoter(s) of the company or body corporate and any other company or body corporate with the same promoter(s);(iv)where the said person is an individual, any relative of the individual;(v)[, (vi), (vii) and (viii) ***.] [Omitted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](c)"Board" means the Securities and Exchange Board of India established under section 3 of the Act;(d)"body corporate" shall have the meaning assigned to it in or under sub-section (11) of section 2 of the Companies Act, 2013;(e)"bonus issue" means additional units allotted to the unit holders as on the record date fixed for the said purpose, without any cost to the unit holder;(f)"certificate" means a certificate of registration granted under these regulations;(g)"change in control" means,-(i)in case of a company or body corporate, change in control where 'control' shall have the meaning as provided in sub-section (27) of section 2 of the Companies Act, 2013;(ii)in any other case, change in the controlling interest;Explanation. - For the purpose of sub-clause (ii), the expression "controlling interest" means an interest, whether direct or indirect, to the extent of [not less] [Substituted 'more' by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 29.9.2014).] than fifty percent of voting rights or interest;(h)"company" means a company as defined under sub-section (20) of section 2 of the Companies Act, 2013;(i)"completed property" means property for which occupancy certificate has been received from the relevant authority;(j)"credit rating agency" means a credit rating agency registered with the Board under the Securities and Exchange Board of India(Credit Rating Agencies) Regulations, 1999;(k)"custodian" means a person registered with the Board under the Securities and Exchange Board of India(Custodian of Securities) Regulations, 1996;(ka)[ "debt securities" shall be as defined under Regulation 2(1)(e) of SEBI (Issue and Listing of Debt Securities) Regulations, 2008;] [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](l)"designated stock exchange" means a recognised stock exchange in which units of a REIT are listed or proposed to be listed and which is chosen by the REIT as a designated stock exchange for the purpose of a particular issue of the units of the REIT under these regulations:Provided that where one or more of such stock exchanges have nationwide trading terminals, the REIT shall choose one of them as the designated stock exchange:Provided further that subject to the provisions of this clause, the REIT may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of units of the REIT under these regulations;(m)"floor space index" or "FSI" shall mean the buildable area on a plot of land as specified by the competant authority;(n)"follow-on offer" means offer of units of a listed REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public;(o)[ ***.] [Omitted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](p)"form" means any of the forms set out in the Schedule I of these regulations;(pa)[ "general purposes" include such identified purposes for which no specific amount is allocated or any amount so specified towards general purpose or any such purpose by whatever name called, in the offer document filed with the Board: [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).]Provided that any issue related expenses shall not be considered as a part of general purpose merely because no specific amount has been allocated for such expenses in the offer document filed with the Board;](q)"governing board" in case of an LLP shall mean a group of members assigned by the LLP to act in a manner similar to the Board of directors in case of a company;(qa)[ "holdco" or "holding company" shall mean a company or LLP.,- [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](i)in which REIT holds or proposes to hold [*] not less than fifty [*] [Omitted 'One' by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 29.9.2014).] per cent. of the equity share capital or interest and which it in turn has made investments in other SPV(s), which ultimately hold the property(ies);(ii)which is not engaged in any other activity other than holding of the underlying SPV(s), holding of real estate/properties and any other activities pertaining to and incidental to such holdings;(qb)"initial offer" means the first offer of units of an REIT to the public for subscription and includes an offer for sale of REIT units by an existing unit holder to the public;](r)[ ***.] [Omitted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](s)"initial offer document" means any document by which initial offer is made to the public by the REIT;(t)"inspecting officer" means any one or more person appointed by the Board to exercise powers conferred under Chapter VII of these regulations;(u)"investment management agreement" means an agreement between the trustee and the manager which lays down the roles and responsibilities of the manager towards the REIT;(v)"listed REIT" means a REIT whose units are listed on a recognized stock exchange;(w)"LLP" means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;(x)"manager" means a company or LLP or body corporate incorporated in India which manages assets and investments of the REIT and undertakes operational activities of the REIT;(y)"net asset value" or "NAV" means the value of the REIT [assets reduced by the external debt] [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] divided by the number of outstanding units as on a particular date;(z)"net worth" in relation to a company or a body corporate shall have the meaning assigned to it under subsection (57) of section 2 of the Companies Act, 2013;(za)"occupancy certificate" means a completion certificate, or such other certificate, as the case may be, issued by the competent authority permitting occupation of any property under any law for the time being in force;(zb)"offer document" means any document described or issued as an offer document including any notice, circular, advertisement or other document inviting offers [through a public issue] [Substituted 'from the public' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] for the subscription or purchase of units of the REIT and includes initial offer document, follow-on offer document [letter of offer in case of rights issue] [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] and any other document as may be specified by the Board;(zc)"parties to the REIT" shall include the sponsor(s), [sponsor group(s)] [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] re-designated sponsor(s), manager, and trustee;(zd)"preferential issue" means an issue of units by a listed REIT to any select person or group of persons on a private placement basis and does not include an offer of units made through a public issue, rights issue, bonus issue, qualified institutions placement or any other issue as may be specified by the Board;(ze)"public" for the purposes of offer and listing of units means any person other than related party of the REIT or any other person as may be specified by the Board:Provided that in case any related party to the REIT is a qualified institutional buyer, such person shall be included under the term 'public';(zf)"public issue" means an initial offer or follow-on offer or any other issue made to the public as may be specified by the Board;(zg)"qualified institutional buyer" shall have the meaning assigned to it under clause (zd) of sub-regulation (1) of regulation 2 of the SEBI (Issue Of Capital And Disclosure Requirements) Regulations, 2009;(zh)"qualified institutions placement" means allotment of units by a listed REIT to qualified institutional buyers on private placement basis in terms of these regulations;(zi)"real estate" or "property" means land and any permanently attached improvements to it, whether leasehold or freehold and includes buildings, sheds, garages, fences, fittings, fixtures, warehouses, car parks, etc. and any other assets incidental to the ownership of real estate but does not include mortgage:Provided that any asset falling under the purview of `infrastructure' as defined vide Notification of Ministry of Finance dated October 07, 2013 including any amendments or additions made thereof shall not be considered as `real estate' or `property' for the purpose of these regulations;[Notwithstanding the above, following captured within the above mentioned definition of infrastructure shall be considered under "real estate" or "property",-(i)hotels, hospitals and convention centers, forming part of composite real estate projects, whether rent generating or income generating;(ii)common infrastructure" for composite real estate projects, industrial parks and SEZ;](zj)["real estate assets" means properties held by REIT, on a freehold or leasehold basis, whether directly or through a holdco and/or a special purpose vehicle.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 29.9.2014).](zk)"recognised stock exchange" means any stock exchange which is recognised under section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(zl)"re-designated sponsor" means any person who has assumed the responsibility of the sponsor as provided under regulation 11 from the person as designated under clause (zt) of sub-regulation (1) of this regulation or from any re-designated sponsor thereafter;(zm)"REIT" or "Real Estate Investment Trust" shall mean a trust registered as such under these regulations;(zn)["REIT assets" means real estate assets and any other assets held by the REIT, on a freehold or leasehold basis, whether directly or through a holdco and/or a special purpose vehicle.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 29.9.2014).](zo)["related party" shall be defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include:] [Substituted 'related party to the REIT' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](i)parties to the REIT;(ii)[ ***] [Omitted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](iii)[*] [Omitted 'associates' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).], [promoters] [Substituted 'sponsors' by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 29.9.2014).], directors and partners of the persons in clause (i) [*] [Omitted 'and (ii)' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).];(zp)"rent generating property" means property which has been leased or rented out in accordance with an agreement entered into for the purpose;(zq)"rights issue" means an offer of units by a listed REIT to the unit holders of the REIT as on the record date fixed for the said purpose;(zr)"right-of-first-refusal" or "ROFR" of a REIT means the right given to the REIT by a person to enter into a transaction with it before the person is entitled to enter that transaction with any other party;(zs)"special purpose vehicle" or "SPV" means any company or LLP, -(i)in which [either the REIT or the holdco] [Substituted 'the REIT' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] holds or proposes to hold [*] [Omitted 'controlling interest and' by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 29.9.2014).] not less than fifty [*] [Omitted 'one' by Notification No. SEBI/LAD-NRO/GN/2018/06, dated 10.4.2018 (w.e.f. 26.9.2014).] per cent. of the equity share capital or interest;(ii)which holds not less than eighty per cent. of its assets directly in properties and does not invest in other special purpose vehicles; and(iii)which is not engaged in any activity other than holding and developing property and any other activity incidental to such holding or development;(zt)"sponsor" means any person(s) who set(s) up the REIT and designated as such at the time of application made to the Board;(zta)[ "sponsor group" - includes: [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](i)the sponsor(s);(ii)in case the sponsor is a body corporate:a. entities or person(s) which are controlled by such body corporate;b. entities or person(s) who control such body corporate;c. entities or person(s) which are controlled by person(s) as referred at clause b.(iii)in case sponsor is an individual:a. an immediate relative of such individual (i.e., any spouse of that person, or any parent, brother, sister or child of the person or of the spouse); andb. entities or person(s) which are controlled by such individual;](ztb)[ "strategic investor" means,- [Inserted by Notification No. SEBI/LAD-NRO/GN/2017-18/022, dated 15.12.2017 (w.e.f. 26.9.2014).]a. an infrastructure finance company registered with the Reserve Bank of India as a Non-Banking Financial Company;b. a Scheduled Commercial Bank;c. a multilateral [and/or] bilateral development financial institution;d. a systemically important Non-Banking Financial Company registered with the Reserve Bank of India;e. a foreign portfolio investor,who invest, either jointly or severally, not less than five per cent. of the total offer size of the REIT or such amount as may be specified by the Board from time to time, subject to the compliance with the applicable provisions, if any, of the Foreign Exchange Management Act, 1999 and the rules or regulations or guidelines made thereunder;] [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](zu)"transferable development rights" or "TDR" shall mean development rights issued by the competent authority under relevant laws in lieu of the area relinquished or surrendered by the owner or developer or by way of declared incentives by the Government or Authority;(zv)"trustee" means a person who holds the REIT assets in trust for the benefit of the unit holders, in accordance with these regulations;(zw)"under-construction property" means a property of which construction is not complete and occupancy certificate has not been received;(zx)"unit" means beneficial interest of the REIT;(zy)"unit holder" means any person who owns units of the REIT;(zz)[ "valuer" means any person who is a "registered valuer" under section 247 of the Companies Act, 2013 or as specified by the Board from time to time.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2017-18/022, dated 15.12.2017 (w.e.f. 26.9.2014).](zza)[ ***] [Omitted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).](zzb)"value of the REIT assets" means aggregate value of all the assets under the REIT as assessed by the valuer.(2)The words and expressions used and not defined in these regulations, but defined in the Act, the Securities Contracts (Regulation) Act, 1956, (42 of 1956), the Companies Act, 2013 (18 of 2013), or any rules or regulations made thereunder, shall have the same meanings respectively assigned to them in those Acts, rules or regulations, or any statutory modification or re-enactment thereto, as the case may be.
