RIGHTS AND RESPONSIBILITIES OF INVESTMENT MANAGER :
The investment manager shall:-
• Make the investment decisions with respect to the underlying assets or projects of the InvIT including any further investment or divestment of the assets.
• Oversee activities of the project manager with respect to revenue streams from the projects and the project management agreement and shall obtain compliance certificate from the project manager, in the form as may be specified, on a quarterly basis.
• Ensure that the infrastructure assets of the InvIT or SPV have proper legal titles, if applicable, and that all the material contracts entered into on behalf of InvIT or SPV are legal, valid, binding and enforceable by and on behalf of the InvIT or SPV.
• Ensure that the investments made by the InvIT are in accordance with the investment conditions specified in regulation 18 and in accordance with the investment strategy of the InvIT.
• in consultation with trustee, appoint the valuer(s), auditor, registrar and transfer agent, merchant banker, custodian and any other intermediary or service provider or agent as may be applicable with respect to activities pertaining to the InvIT in a timely manner and in accordance with these regulations.
• Appoint an auditor for a period of not more than five consecutive years. However, the auditor, not being an individual, may be reappointed for a period of another five consecutive years, subject to approval of unit-holders in the annual meeting in accordance with these regulations.
• Arrange for adequate insurance coverage for the assets of the InvIT.
However, this clause shall not apply in case of assets are required to be insured by any other person under any agreement including a concession agreement or under any Act or regulations or circulars or guidelines of any concessioning authority or government or local body.
Further that in case of assets held by SPV, the investment manager shall ensure that assets held by the SPV are adequately insured.
• Ensure that it has adequate infrastructure and sufficient key personnel with adequate experience and qualification to undertake management of the InvIT at all times.
• Responsible for all activities pertaining to issue of units and listing of units of the InvIT including,–
– filing of placement memorandum with SEBI;
– filing the draft and final offer document with SEBI and the exchanges within the prescribed time period;
– dealing with all matters up to allotment of units to the unit holders;
– obtaining in-principle approval from the designated stock exchanges;
– dealing with all matters relating to issue and listing of the units of the InvIT as specified under these regulations and any guidelines as may be issued by SEBI in this regard.
• Ensure that disclosures made in the offer document or placement memorandum contains material, true, correct and adequate disclosures and are in accordance with these regulations and guidelines or circulars issued hereunder.
• Declare distributions to the unit holders in accordance with these regulations.
• Review the transactions carried out between the project manager and its associates and where the project manager has advised that there may be a conflict of interest, shall obtain confirmation from the auditor that such transaction is on arm’s length basis.
• Ensure adequate and timely redressal of all unit holders’ grievances pertaining to activities of the InvIT.
• Ensure that the disclosures or reporting to the unit holders, SEBI, trustees and designated stock exchanges, are in accordance with these regulations and guidelines or circulars issued hereunder.
• Provide to SEBI and to the designated stock exchanges, where applicable, any such information as may be sought by SEBI or the designated stock exchanges pertaining to the activities of the InvIT.
• Ensure that the valuation of the InvIT assets is done by the valuer(s) in accordance with these regulations.
• Submit to the trustee :-
– quarterly reports on the activities of the InvIT including receipts for all funds received by it and for all payments made, position on compliance with these regulations, specifically compliance with investment conditions, related parties transactions and borrowing and deferred payments, performance report, status of development of under-construction projects, within thirty days of end of such quarter;
– valuation reports as required under these regulations within fifteen days of the receipt of the valuation report from the valuer;
– decision to acquire or sell or develop or bid for any asset or projector expand existing completed assets or projects along with rationale for the same;
– details of any action which requires approval from the unit holders as may be required under the regulations;
– details of any other material fact including change in its directors, change in its shareholding, any
legal proceedings that may have a significant bearing on the activity of the InvIT, within seven
working days of such action.
• In case the investment manager fails to timely submit to the trustee information or reports as specified
above, the trustee shall intimate the same to SEBI and SEBI may take action, as it deems fit.
• Coordinate with trustee, as may be necessary, with respect to operations of the InvIT.
• Ensure that computation and declaration of NAV of the InvIT based on the valuation done by the valuer
not later than fifteen days from the date of valuation.
• Ensure that the audit of accounts of the InvIT by the auditor is done not less than twice annually and
such report is submitted to the designated stock exchange within forty five days of end of financial year
ending March 31st and half-year ending September 30th.
• Appoint a custodian in order to provide such custodial services as may be authorised by the trustees.
• Place before its board of directors in case of company or the governing board in case of an LLP a report on activity and performance of the InvIT at least once every quarter within thirty days of end of every quarter.
• Designate an employee or director as the compliance officer for monitoring of compliance with these regulation and guidelines or circulars issued hereunder and intimating SEBI in case of any noncompliance.
• Convene meetings of the unit holders and maintain records pertaining to the meetings in accordance in accordance with these regulations
• Ensure that all activities of the intermediaries or agents or service providers appointed by the investment manager are in accordance with these regulations and guidelines or circulars issued hereunder.