SEBI issues Master Circular for Real Estate Investment Trusts

Securities and Exchange Board of India (SEBI) issues Master Circular for Real Estate Investment Trusts vide circular no. SEBI/HO/DDHS/DDHS_Div3/P/CIR/2022/52 dated April 26, 2022.

Text of the Master Circular is Given Below:

1. For effective regulation of Real Estate Investment Trusts, Securities and Exchange Board of India (SEBI) has been issuing various circulars from time to time. In order to enable the industry and other users to have an access to all the applicable circulars at one place, Master Circular for Real Estate Investment Trusts has been prepared.

2. This Master Circular is a compilation of relevant circulars issued by SEBI up to March 31, 2022 which are operational as on date of this circular. Circulars providing temporary relaxations with regards to certain compliance requirements for REITs in the wake of the COVID-19 pandemic have not been included in the master circular.

3. In case of any inconsistency between the master circular and the applicable circulars, the contents of the relevant circular shall prevail.

Online Filing System for REITs

1. In order to facilitate ease of operations in terms of applying for registration, reporting and various compliances under SEBI (Real Estate Investment Trusts) Regulations, 2014 (REIT Regulations), SEBI has introduced an online system for filings related for REITs. The online system can be used for application for registration, reporting and filing under the provision of aforesaid Regulations.

2. All applicants desirous of seeking registration as REITs are now required to submit their applications online only, through SEBI Intermediary Portal at https://siportal.sebi.gov.in. Furthermore, all SEBI registered REITs are required to file/ submit/ apply for any request, as may be required under the provision of REIT Regulations & Circulars issued thereunder, through the online system only. The aforesaid online filing system has been made operational.

3. Link for SEBI Intermediary Portal is also available on SEBI website – www.sebi.gov.in. In case of any queries and clarifications, users may refer to the manual provided in the portal or contact the Portal Helpline as specified in the manual.

Guidelines for public issue of units of REITs

Appointment and obligations of merchant banker and others:

1. The Manager on behalf of the REIT, in line with Regulation 10 (5) of REIT Regulations, shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker, to carry out the obligations relating to the issue.

2. Where the issue is managed by more than one merchant banker, the rights, obligations and responsibilities, relating inter alia to disclosures, allotment, refund and underwriting obligations, if any, of each merchant banker shall be predetermined and disclosed in the offer document.

Filing of offer document

1. Draft offer document, offer document and final offer document shall mean as under:

a) Draft offer document refers to the draft of the offer document filed with the Board and the stock exchanges.

b) Offer document refers to the version of the offer document filed with the Board and the stock exchanges incorporating all updations except the price / price band.

c) Final offer document refers to the version of the offer document filed with the Board and the stock exchanges including details with respect to pricing, allotment etc.

2. The draft offer document shall be filed with the Board and the designated stock exchanges in accordance with REIT Regulations.

3. The lead merchant bankers shall submit the following to the Board along with the draft offer document:

a) a certificate, confirming that an agreement has been entered into between the Manager on behalf of the REIT and the lead merchant bankers;

b) a due diligence certificate as per Form A of Annexure – 1.

4. The draft offer document shall be hosted on the websites as specified under Regulation 14(5) of the REIT Regulations and the period of hosting on the website for comments, if any, shall be at least twenty one days. The lead merchant banker shall file a statement with the Board giving information of the comments received by them or the REIT or the parties to the REIT on the draft offer document during that period and the consequential changes, if any, to be made in the draft offer document.

5. Subject to regulation 14(7), (8) and (9) of REIT Regulations, the Board may specify changes or issue observations, if any, on the draft offer document within the later of the following:

a) thirty days from the later of the following dates:

i. the date of receipt of the draft offer document by the Board; or

ii. the date of receipt of clarification or information from any regulator or agency, where the Board has sought any clarification or information from such regulator or agency; or

iii. the date of receipt of a copy of in-principle approval letter issued by the recognized stock exchanges;

b) twenty one working days from the date of receipt of satisfactory reply from the lead merchant bankers, where the Board has sought any clarification or additional information from them;

To Read Master Circular Download PDF Given Below: