Definitions

83. (1) For the purpose of this Part of Chapter VI: (a) "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,– (a) the Infrastructure Project which is completed and revenue generating project; (b) the Infrastructure Project which has achieved commercial operations date (COD) and does not have the track record of revenue from operations for a period not less than one year; or (c) 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; (b) "governing board" means a group of members assigned by the LLP to act in a manner similar to the board of directors in case of a company; (c) "holdco" or "holding company" means a company or LLP or any other structure as approved by the Authority- (i) in which Investment Trust holds or proposes to hold controlling interest, and not less than fifty-one per cent. (51%) of the equity share capital or interest, and which in turn has made investments in other SPV(s), which ultimately holds the infrastructure assets or property(ies), as the case may be; (ii) which is not engaged in an activity other than holding of the underlying SPV(s), real estate/properties or infrastructure projects, as the case may be, and any other activities pertaining to and incidental to such holdings; (d) "Investment Trust" means a REIT or an InvIT, as the case may be; (e) "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 Investment Trust; (f) "investment manager" means a Fund Management Entity registered under these regulations which manages assets and investments of the Investment Trust and undertakes activities of the Investment Trust; (g) "InvIT" or 'Infrastructure Investment Trust' means the trust registered as such under these regulations; (h) "InvIT assets" means assets owned by the InvIT, whether directly or through a holdco and/ or SPV, and includes all rights, interests and benefits arising from and incidental to ownership of such assets; (i) "parties to the Investment Trust" includes the sponsor(s), investment manager, trustee and project manager(s), if applicable; (j) "PPP project" means an infrastructure project undertaken on a Public- Private Partnership basis; (k) "pre-COD project" means an infrastructure project: i. which 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. which has,– a. achieved completion of at least fifty per cent. (50%) of the construction of the infrastructure project as certified by an independent engineer of such project; or b. expended not less than fifty per cent. (50%) of the total capital cost set forth in the financial package of the relevant project agreement; (l) "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 of the project and/or management: 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; (m) "project manager" means a company or LLP or a body corporate designated as the project manager by the InvIT, responsible for achieving execution /management of the project 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; (n) "real estate related assets" shall mean listed or unlisted debt securities and listed shares of or issued by property corporations, mortgage-backed securities, other property funds, and assets incidental to the ownership of real estate; (o) "REIT" or "Real Estate Investment Trust" means a trust registered as such under these regulations; (p) "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; (q) "special purpose vehicle" or "SPV " means any company or LLP or any other structure as approved by the Authority, - (i) in which either the Investment Trust or the holdco holds or proposes to hold controlling interest and not less than fifty one per cent. (51%) of the equity share capital or interest: Provided that this clause shall not apply in case of PPP projects where such acquiring or holding is disallowed by the government or regulatory provisions under the concession agreement or such other agreement, and shall be subject to provisions under clause (e) of Part D under Fourth Schedule; (ii) which holds not less than eighty per cent. (80%) of its assets directly in infrastructure projects or properties and does not invest in other SPVs; and (iii) which is not engaged in an activity other than holding and developing properties or infrastructure projects, as the case may be, and activities pertaining to and incidental to such holding or development; (r) "sponsor" means a company or LLP or body corporate which sets up the Investment Trust and is designated as such at the time of application; (s) "sponsor group" includes: (i) the sponsor(s); (ii) entities or person(s) which are controlled by the sponsor(s); (iii) entities or person(s) who control sponsor(s); (iv) entities or person(s) which are controlled by person(s) as referred at sub-clause (ii). (t) "trustee" means a person who holds the assets of Investment Trust in trust for the benefit of the investors; (u) "valuer" means a person who is authorised to practice as a valuer under the law of the state or country where the valuation takes place;