Section 2 in Securities and Exchange Board of India (Infrastructure 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 [means "associate company" as defined under the Companies Act, 2013 or under the applicable accounting standards and shall also include] [Substituted 'includes' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, 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. ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).][vi. ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).][vii. ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).][viii. ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, 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 more 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 and revenue generating project" means an infrastructure project, which prior to the date of its acquisition by, or transfer to, the InvIT, satisfies the following conditions,-i. the infrastructure project has achieved the commercial operations date as defined under the relevant project agreement including concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of the project or in any agreement entered into with the lenders;ii. the infrastructure project has received all the requisite approvals and certifications for commencing operations; andiii. the infrastructure project has been generating revenue from operations for a period of not less than one year;(j)"concession agreement" means an agreement entered into by a person with a concessioning authority for the purpose of implementation of the project as provided in the agreement;(k)"concessioning authority" means the public sector concessioning authority in PPP projects;(l)"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;(m)"custodian" means a person registered with the Board under the Securities and Exchange Board of India (Custodian of Securities) Regulations, 1996;(ma)[ "debt securities" shall be as defined under Regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](n)"designated stock exchange" means a recognised stock exchange in which units of an InvIT are listed or proposed to be listed and which is chosen by the InvIT as a designated stock exchange for the purpose of a particular issue of the units of the InvIT under these regulations:Provided that where one or more of such stock exchanges have nationwide trading terminals, the InvIT shall choose one of them as the designated stock exchange:Provided further that the InvIT may choose a different recognised stock exchange as a designated stock exchange for any subsequent issue of units of the InvIT under these regulations;(o)"eligible infrastructure project" means an infrastructure project which, prior to the date of its acquisition by, or transfer to, the InvIT, satisfies the following conditions,-i. For PPP projects,-(1)the Infrastructure Project is [a] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] completed and revenue generating, [project] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] or(1a)[ the Infrastructure Project, which has achieved commercial operations date and does not have the track record of revenue from operations for a period of not less than one year, or] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](2)the Infrastructure Project is a pre-COD project;ii. In non-PPP projects, the infrastructure project has received all the requisite approvals and certifications for commencing construction of the project;(p)"follow-on offer" means offer of units of an InvIT to the public for subscription and includes an offer for sale of InvIT units by an existing unit holder to the public;(q)[ ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](r)"form" means any of the forms set out in the Schedule I;(ra)[ "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 draft offer document filed with the Board: [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, 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 draft offer document filed with the Board;](s)"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;(sa)[ "holdco" or "holding company" means a company or LLP,- [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](i)in which InvIT holds or proposes to hold controlling interest and not less than fifty one per cent of the equity share capital or interest and which in turn has made investments in other SPV(s), which ultimately hold the infrastructure assets;(ii)which is not engaged in any other activity other than holding of the underlying SPV(s), holding of infrastructure projects and any other activities pertaining to and incidental to such holdings;](t)"infrastructure" includes all infrastructure sub-sectors as defined vide notification of the Ministry of Finance dated October 07, 2013 and shall include any amendments or additions made thereof;(u)"infrastructure project" means any project in infrastructure sector;(ua)[ "initial offer" means the first offer of units of an InvIT including an offer for sale of the InvIT units by an existing unit holder whether through public issue or private placement;] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](v)"initial [public] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] offer" means the first offer of units of an InvIT to the public for subscription and includes an offer for sale of the InvIT units by an existing unit holder to the public;(w)[ ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](x)"infrastructure developer" in case of PPP projects shall mean the lead member of the concessionaire SPV;(y)"inspecting officer" means any one or more person appointed by the Board to exercise powers conferred under Chapter V;(ya)[ "institutional investor" means - [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/07, dated 10.4.2018 (w.e.f. 26.9.2014).](i)a qualified institutional buyer; or(ii)family trust or systematically important NBFCs registered with Reserve Bank of India or intermediaries registered with the Board, all with net-worth of more than five hundred crore rupees, as per the last audited financial statements;](z)"investment management agreement" means an agreement between the trustee and the investment manager which lays down the roles and responsibilities of the investment manager towards the InvIT;(za)"InvIT" or 'Infrastructure Investment Trust' shall mean the trust registered as such under these regulations;(i)has not achieved commercial operation date as defined under the relevant project agreements including the concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of a project or any agreement entered into with the lenders; and(ii)has,-(zb)"InvIT assets" means assets owned by the InvIT, whether directly or through a [holdco and/or] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] SPV, and includes all rights, interests and benefits arising from and incidental to ownership of such assets;(zc)"Lead member" means the lead member of the Concessionaire SPV for PPP projects as defined in the project documents;(zd)"listed InvIT" means an InvIT whose units are listed on a recognized stock exchange;(ze)"LLP" means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;(zf)"investment manager" means a company or LLP or body corporate which manages assets and investments of the InvIT and undertakes activities of the InvIT as specified under regulation 10;(zg)"NAV" or "net asset value" means the value of the InvIT [assets reduced by the external debt] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] divided by the number of outstanding units as on a particular date;(zh)"net worth" in relation to a company or a body corporate shall have the meaning assigned to it under sub-section (57) of Section 2 of the Companies Act, 2013;.(zi)"non-PPP project" means an infrastructure project that is not a PPP project;(zj)"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/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] for the subscription or purchase of units of the [***] [Omitted 'publicly offered' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] InvIT and includes initial [public] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] offer document, follow-on offer document [, letter of offer in case of rights issue] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] and any other offer document as may be specified by the Board;(zk)"parties to the InvIT" shall include the sponsor(s), investment manager, project manager [s] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] and the trustee;(zl)"placement memorandum" means any document through which private placement of units of the InvIT is made;(zm)"PPP project" means an infrastructure project undertaken on a Public- Private Partnership basis between a public concessioning authority and a private SPV concessionaire selected on the basis of open competitive bidding or on the basis of an MoU with the relevant authorities;(zn)"pre-COD project" means an infrastructure project which,-(1)achieved completion of at least fifty per cent. of the construction of the infrastructure project as certified by an independent engineer of such project; or(2)expended not less than fifty per cent of the total capital cost set forth in the financial package of the relevant project agreement;(zo)"preferential issue" means an issue of units by a listed InvIT 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;(zoa)[ "private placement" means an issue of units by an InvIT to any select person or group of persons and does not include an offer of units made through a public issue; [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](zob)"project implementation agreement" or "project management agreement" means an agreement between the project manager, the concessionaire SPV and the trustee which sets out obligations of the project manager with respect to execution [and/or management] of the project:Provided that in case of PPP projects, such obligations shall be in addition to the responsibilities as under the concession agreement or any such agreement entered into with the concessioning authority;](zp)"project manager" means [a company or LLP or a body corporate] [Substituted 'the person' by Notification No. SEBI/LAD-NRO/GN/2018/07, dated 10.4.2018 (w.e.f. 26.9.2014).] designated as the project manager by the InvIT, responsible for achieving execution [/management] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] of the project as specified under regulation 11 and in case of PPP projects, shall mean the entity responsible for such execution and achievement of project milestones in accordance with the concession agreement or any other relevant project document;(zq)"public" for the purposes of offer and listing of units means any person other than related party of the InvIT or any other person as may be specified by the Board:Provided that in case any related party to the InvIT is a qualified institutional buyer, such person shall be included under the term 'public';(zr)"public issue" means issue of units by a [***] [Omitted 'publicly offered' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] InvIT to the public and includes initial [public] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] offer and follow-on offer or any other issue made to the public as may be specified by the Board;(zs)"qualified Institutional buyer" shall have the meaning assigned to it under clause (zd) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital And Disclosure Requirements) Regulations, 2009;(zt)"qualified Institutions placement" means allotment of units by a listed InvIT to qualified institutional buyers on private placement basis in terms of these regulations;(zu)"recognised stock exchange" means any stock exchange which is recognised under Section 4 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956);(zv)["related parties"] [Substituted 'related parties of the InvIT' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] shall [be defined under the Companies Act, 2013 or under the applicable accounting standards and shall also] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] include,-(i)parties to the InvIT;(ii)[ ***] [Omitted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).](iii)[*] [Omitted 'associates' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).], promoters, directors and partners of the persons mentioned in clause (i) [*] [Omitted 'and (ii)' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).];(zw)"rights issue" means an offer of units by a listed InvIT to the unit holders of the InvIT as on the record date fixed for the said purpose;(zx)"right-of-first-refusal" or "ROFR" means the right given to the InvIT by a person to enter into a transaction with it before the person is entitled to enter that transaction with any other party;(zy)"SPV" or "special purpose vehicle" means any company or LLP,-(i)in which [either] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] the InvIT [or the holdco] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] holds or proposes to hold controlling interest and not less than fifty [one] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] per cent of the equity share capital or interest:Provided that in case of PPP projects where such acquiring or holding is disallowed by government or regulatory provisions under the concession agreement or such other agreement, this clause shall not apply and shall be subject to provisions under proviso to sub-regulation (3) of regulation 12;(ii)which holds not less than ninety per cent. of its assets directly in infrastructure projects and does not invest in other SPVs; and(iii)which is not [***] [Omitted 'be' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] engaged in any other activity other than activities pertaining to and incidental to the underlying infrastructure projects;(zz)"sponsor" means any company or LLP or body corporate which sets up the InvIT and is designated as such at the time of application made to the Board [***] [Omitted 'and in case of PPP projects, shall mean the infrastructure developer or a special purpose vehicle holding concession agreement' by Notification No. SEBI/LAD-NRO/GN/2018/07, dated 10.4.2018 (w.e.f. 26.9.2014).];(zza)"strategic investor" means,-a. an infrastructure finance company registered with Reserve Bank of India as a Non Banking Financial Company;b. a Scheduled Commercial Bank;[c. a multilateral and/or bilateral development financial institution] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/07, dated 10.4.2018 (w.e.f. 26.9.2014).]d. a systemically important Non Banking Financial Companies registered with Reserve Bank of India;e. a foreign portfolio investors, [who invest, either jointly or severally,] [Substituted 'who together invest' by Notification No. SEBI/LAD-NRO/GN/2017-18/024, dated 15.12.2017 (w.e.f. 26.9.2014).] not less than five per cent. of the total offer size of the InvIT 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/LAD-NRO/GN/2017-18/024, dated 15.12.2017 (w.e.f. 26.9.2014).];(zzb)"trustee" means a person who holds the InvIT assets in trust for the benefit of the unit holders, in accordance with these regulations;(zzc)"under-construction project" means an infrastructure project whether PPP or non-PPP, which has [either] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] not achieved commercial operation date as defined under the relevant project agreements including the concession agreement, power purchase agreement or any other agreement of a similar nature entered into in relation to the operation of a project or in any agreement entered into with the lenders [or has achieved commercial operation date and does not have the track record of revenue from operations for a period of not less than one year] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).];(zzd)"unit" means beneficial interest of the InvIT;(zze)"unit holder" means any person who owns units of the InvIT;(zzf)[ "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/2017-18/024, dated 15.12.2017 (w.e.f. 26.9.2014).](zzg)["value of the assets of the InvIT"] [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/07, dated 10.4.2018 (w.e.f. 26.9.2014).] means value of the InvIT as assessed by the valuer based on value of the infrastructure and other assets owned by the InvIT, whether directly or through [holdco and/or] [Inserted by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).] SPV [***] [Omitted 'excluding any debtor liabilities thereof' by Notification No. SEBI/LAD-NRO/G.N./2016-17/021, dated 29.11.2016 (w.e.f. 26.9.2014).].(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.
