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Core Purpose

Regulation notification issued by SEBI under section 30 read with sections 11 and 12 of the Securities and Exchange Board of India Act, 1992, promulgating the SEBI (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2024 to further amend the SEBI (Infrastructure Investment Trusts) Regulations, 2014.

Detailed Summary

Notified by the Securities and Exchange Board of India in Mumbai on 26th September 2024 as No. SEBI/LAD-NRO/GN/2024/207 and signed by Babitha Rayudu, Executive Director, these regulations amend the SEBI (Infrastructure Investment Trusts) Regulations, 2014 with effect from the date of publication (sub-regulation (2) of regulation 3 taking effect on the sixtieth day thereafter): regulation 16(8)(b) is substituted to fix the trading lot for units on the designated stock exchange at rupees twenty-five lakhs; regulation 18(6)(c) and (8) are amended to require InvIT distributions to be declared at least once every six months for publicly offered InvITs and once every financial year for privately placed InvITs, paid within five working days of the record date, with the record date itself set two working days after the declaration; regulation 22 replaces the votes-cast-against voting-threshold formula with thresholds based on total votes cast (including a 95 percent consent threshold for shorter meeting notice and provision for electronic voting, postal ballot, and video conferencing) across sub-regulations (2) to (7); and regulation 26 inserts new sub-regulations (4) and (5) requiring the investment manager and trustee to maintain adequate data backup, secure data-handling and alternative-communication arrangements and a business continuity and disaster recovery plan for electronically maintained records.

Full Text

EXTRAORDINARY PART III—Section 4 PUBLISHED BY AUTHORITY No. 759] NEW DELHI, FRIDAY , SEPTEMBER 2 7, 2024 /ASVINA 5, 194 6 CG-MH-E-27092024-257566 SECURITIES AND EXCHANGE BOARD OF INDIA NOTIFICATION Mumbai , the 26th September, 2024 (INFRASTRUCTURE INVESTMENT TRUSTS) ( THIRD AMENDMENT) REGULATIONS, 202 4 No. SEBI/LAD -NRO/GN/202 4/207.—In exercise of the powers conferred under section 30 read with section s 11 and 12 of the Securities and Exchange Board of India Act, 1992 (15 of 1992), the Board hereby makes the following regulations to further amend the Securities and Exchange Board of India ( Infrastructure Investment Trusts) Regulations, 2014, namely: – 1. These regulations may be called the Securities and Exchange Board of India ( Infrastructure Investment Trusts) (Third Amendment) Regulations, 202 4. 2. They shall come into force on the date of their publication in the Official Gazette : Provided that the sub-regulation (2) of regulation 3 of these regulations shall come into force on the sixtieth day from the date of its publication in the Official Gazette. 3. In the Securities and Exchange Board of India ( Infrastructure Investment Trusts) Regulations, 2014, ─ (1) in regulation 16 , in sub -regulation (8), the existing clause (b) shall be substituted with the following clause , namely, - “(b) trading lot for the purpose of trading of units on the designated stock exchange shall be rupees twenty five lakhs .” (2) in regulation 18 , (a) in sub-regulation (6), the existing clause (c) shall be substituted with the following clause , namely, - “(c) such distributions shall , (i) be declared not less than once every six months in every financial year in case of publicly offered InvITs ; (ii) be declared not less than once every financial year in case of privately placed InvITs ; and (iii) shall be made within five working days from the record date . Explanation . — For the purpose of above clause , record date for the payment of distribution shall be two working days from the date of the declaration of distribution , excluding the date of declaration and the record date.” (b) in sub -regulation (8), the words “fifteen days of declaration” shall be substituted with the words “the timeline specified in clause (c) of sub -regulation (6)”. (3) in regulation 22 , (a) in sub -regulation (2), (i) in clause (a) the words “votes cast against” shall be substituted with the words “ total votes cast” ; (ii) after clause (a) the following shall be inserted namely, - “(aa) the voting threshold specified under these regulations shall be calculated on the basis of unit holders present and voting. Explanation . — The unit holders voting through the electronic voting facility and postal ballot shall be counted for the determination of unit holders present and voting ;” (iii) in clause (c), the symbol “;” shall be substituted with the symbol “:” and the following shall be inserted as a proviso to clause (c), namely, - “Provided that a meeting of unit holders may be called after giving shorter notice than that specified in this clause if consent, in writing or by electronic mode, is accorded thereto - i. in case of an annual meeting, by not less than ninety -five percent of the unit holders entitled to vote thereat; and ii. in case of any other meeting, by majority of the unitholders in number entitled to vote thereat and who represent not less than ninety -five percent of such part of the units by value as gives a right to vote at the meeting.” (iv) after clause (e) the following clause shall be inserted namely, - “(f) for all unit holder meetings, the investment manager shall provide an option to the unit holders to attend the meeting through video conferencing or other audio visual means and the option of remote electronic voting in the manner as may be specified by the Board .” (b) in sub -regulation (3), in clause (b), in sub -clause (ii) the words “ other than as specified in sub - regulation (6) under, votes cast in fav our of the resolution shall be more than the votes cast against the resolution” shall be substituted with the words “, votes cast in favour of the resolution shall be more than fifty per cent of the total votes cast for the resolution unless otherwise specified under these regulations ”; (c) in sub -regulation (4), the words “ the votes cast against ” shall be substituted with the words “fifty per cent of the total votes cast for” ; (d) in sub-regulation (5), the words “ not be less than one and a half times the votes cast against the resolution:” shall be substituted with the wor ds “be at least sixty per cent of total votes cast for the resolution .”; (e) in sub-regulation (7), in the explanation the words “with or without” shall be substituted with the word “or”. (4) in regulation 26 , after sub -regulation (3), the following sub-regulation s shall be inserted namely , - “(4) The investment manager and the trustee shall ensure that adequate backup systems, data storage capacity, system capacity for secure handling, data transfer and arrangement s for alternative means of communication in case of internet link failure , are maintained for the records maintained electronically . (5) The investment manager and trustee shall ensure that a business continuity plan and disaster recovery site is in place for the records maintained electronically , to maintain data and transaction integrity.” BABITHA RAYUDU , EXECUTIVE DIRECTOR [ADVT. -III/4/Exty./ 528/2024 -25] Footnotes: 1. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was published in the Gazette of India on September 26, 2014 vide No. LAD -NRO/GN/2014 -15/10/1577. 2. The Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014 was subsequently amended by the – a. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2016, vide No. SEBI/LAD/NRO/GN/2016 -17/021, with effect from November 30, 2016. b. Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017, vide No. SEBI/LAD/NRO/GN/2016 -17/38, with effect from March 6, 2017. c. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2017, vide No. SEBI/LAD -NRO/GN/2017 -18/024, with effect from December 15, 2017. d. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2018, vide No. SEBI/LAD -NRO/GN/2018/07, with effect from April 10, 2018. e. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2019, vide No. SEBI/LAD -NRO/GN/2019/10, with effect from April 22, 2019. f. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2020, vide No. SEBI/LAD -NRO/GN/2020/05, with effect from March 02, 2020. g. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2020, vide No. SEBI/LAD -NRO/GN/2020/10, with effect from April 17, 2020. h. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2020 vide No. SEBI/LAD -NRO/GN/2020/15, with effect from June 16, 2020. i. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2021 vide No. SEBI/LAD -NRO/GN/2021/27, with effect from July 30, 2021. j. Securities and Exchange Board of India (Regulatory Sandbox) (Amendment) Regulations, 2021 vide No. SEBI/LAD -NRO/GN/2021/30, with effect from August 31, 2021. k. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2022 vide No. SEBI/LAD -NRO/GN/2022/83, with effect from May 4, 2022. l. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2022 vide No. SEBI/LAD -NRO/GN/2022/101 with effect from January 1, 2023. m. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2023 vide No. SEBI/LAD -NRO/GN/2023/122 with effect from February 14, 2023. n. Securities and Exchange Board of India (Alternative Dispute Resolution Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD –NRO/GN/2023/137 with effect from July 4, 2023. o. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2023 vide No. SEBI/LAD -NRO/GN/2023/145 with effect from August 16, 2023. p. Securities and Exch ange Board of India (Facilitation of Grievance Redressal Mechanism) (Amendment) Regulations, 2023 vide No. SEBI/LAD -NRO/GN/2023/146 with effect from August 18, 2023 q. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Third Amendment) Regulations, 2023 vide notification No. SEBI/LAD -NRO/GN/2023/159 with effect from October 2 3, 2023. r. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Amendment) Regulations, 2024 No. LAD -NRO/GN/2024/182 with effect from May 27, 2024 . s. Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2024 No. SEBI/LAD -NRO/GN/2024/192 with effect from July 13, 2024. Uploaded by Dte. of Printing at Government of India Press, Ring Road, Mayapuri, New Delhi -110064 and Published by the Controller of Publications, Delhi -110054.

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