i Overview of the Market

In May 2014, India voted to power a government led by the Bharatiya Janata Party, the first time since 1984 that one party had an outright majority in the Lower House of the Indian parliament. Since coming to power, the government has continually reviewed existing policies across sectors and set the reform agenda rolling, a much-needed impetus specifically against the backdrop of the policy paralysis that had engulfed the country. While many claim that doing business in India has undergone substantial change and the investor sentiment is positive, the markets and the economy in general are sending out mixed signals. Rising non-performing assets, issues in tackling runaway defaulters, allegations of unfulfilled electoral promises on black money, etc. have affected the government’s image, despite significant breakthroughs in removing bureaucratic hurdles.

The macroeconomic picture of India’s fiscal situation, however, remains fairly stable. According to the economic overview prepared by the Ministry of Finance, the Indian economy exhibited resilient growth of 7.2 per cent in the beginning of financial year 2016, with financial year 2015 having recorded a 178 per cent year-on-year hike in both direct and portfolio foreign investment.2 The International Monetary Fund too maintained its forecast of India being expected to grow at 7.5 per cent.3 However, India’s benchmark equity indices tell a different story, posting their worst loss in five financial years as foreign investors pulled money out of volatile emerging markets in a flight to safer havens. While the Sensex (the 30-share index) fell by 9.36 per cent in the year 2015–16 (just about better than its performance in 2011–2012, when it had dropped by 10.5 per cent), the Nifty (the 50-share index) did not fare any better losing by 8.86 per cent, a drop which is only lower than its mark in 2011–12 at 9.23 per cent.4

Foreign direct investment (FDI) in the financial year surged at $40 billion (accounting for investment in the equity capital of companies) and at $55.457 billion (accounting for equity capital, investment in unincorporated entities, reinvested earnings and other capital) with a 29 per cent and 23 per cent growth over the previous year (in US-dollar terms), respectively.5 The year 2015 has been the year of resurgence for private equity (PE) investments in India recording the maximum PE investments received so far since 2007. While the data on inflow across reports from sources such as Bain & Co India Private Limited, VCC Edge (the Annual Report, 2016) and Grant Thornton (The Fourth Wheel, 2016), is varied based on the models of research, the larger picture points to 2015 being the year of reckoning in India’s PE space.

In the real estate sector, approximately $5 billion was raised from PE investors across 90 investments in financial year 2015–16.6 From an FDI point of view, the real estate sector (construction and development) received about $113 million in financial year 2015–16, a decline compared with $769 million in 2014–15 and $1.226 billion in 2013-14.7

Trends in PE deals by sub-sectors suggest that there has been an increase in investments in residential projects from 29 per cent in 20138 to approximately 71 per cent in 2015.9 Many investors in the real estate sector have also been in exit mode this year, accounting for 23 per cent of the PE exits by deal value and 14 per cent of the PE exits by volume.10

II Recent Market Activity

The investment activity in the real estate space is no more restricted to asset specific investments and acquisitions. Recently inked large platform-level deals where investor groups cemented relationships with domestic developers and other investors with a long-term exit view are an indication of this trend. These have been primarily driven by investments from sovereign and pension funds.

To quote a few reported examples (along with certain reported details):11

a Standard Chartered announced an investment of $302 million in Tata Realty & Infrastructure to form an investment platform of 30,000 billion rupees for building commercial office projects across the country with the aim of subsequently listing such assets through a REIT platform. Under the joint venture, Standard Chartered will have 30 per cent stake and the remaining 70 per cent stake will be with Tata Realty & Infrastructure. The parties plan to deploy the capital in about four years time to develop the project initially in Mumbai or the National Capital Region and will then explore opportunities in Hyderabad, Bangalore and Pune.12

b Goldman Sachs committed $300 million to forming a joint venture with Nitesh Estates Limited (an Indian developer) that would focus on commercial real estate assets.

c Embassy Group and Warburg Pincus inked a warehousing and industrial platform deal with Warburg Pincus investing $175 million. This partnership will focus on sectors like fast-moving consumer goods, retail, e-commerce, auto-ancillary and third-party logistics. The parties aim to build well-designed and technology-enabled warehouses that will primarily operate on a lease-rental model in major Indian cities like Mumbai, Delhi, Bangalore, Chennai, Pune and Ahmedabad.13

d Piramal Realty attracted investments to the tune of $150 million from Goldman Sachs and $284 million from Warburg Pincus, focused on residential projects in and around Mumbai.

e IFC, StanChart PE and ADB came to together to invest $200 million for a 70 per cent stake in Shapoorji Palonji Group with focus on affordable housing projects. The plan is to deploy capital in a span of eight years to develop about 20,000 affordable houses in Mumbai, Pune, National Capital Region, Chennai, Kolkata, Bangalore and Ahmedabad.14

Among the bigger transactions concluded this year15 stood Blackstone’s buyout of the Alpha G Corp for acquisition of certain mall projects, joint venture formed between GIC (Singapore sovereign wealth fund) and DLF Home Developers for investing approximately $300 million, GIC’s acquisition of approximately 2 million square feet of an IT SEZ park (Shriram Gateway SEZ) and Blackstone’s acquisition of 247Park (in Vikhroli, Mumbai) from HCC and Milestone Capital.

III Real Estate Entities/ Platforms

Asset classes in the Indian real estate sector include standalone commercial (comprising business parks, special economic zones, hotels, hospitality, shopping centres, etc.), residential assets or a combination of both in a mixed-used project. Developers have also in the recent past focused on development of full-fledged townships, which cater to a wide variety of investors and customers.

Assets in the Indian real estate market are mostly aggregated at the local level. Development entities either buy from these aggregators or enter into development arrangements with the land owners. Large project requirements are also met through government-assisted acquisitions. Lands are usually held through multiple special purpose vehicles (SPVs) holding real estate assets.

Multi-level holding structures are typically for reasons of consolidation, corporatisation, ease of unbundling, ring-fencing project-specific risks, itemised scalability and future potential to list the holding companies for fund raising.

Typically, investments are held though corporate entities and SPVs, and in businesses without a foreign investment element, through partnership firms and limited liability partnerships driven primarily by tax benefits, low compliance and ease of setting up and winding up.

To boost the sector’s fund raising abilities, the Securities and Exchange Board of India (SEBI), in 2014, introduced the real estate investment trusts (REITs) platform, regulated by the Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014 (the REIT Regulations). REITs are prevalent in various developed jurisdictions aimed at monetising completed commercial real estate asset portfolio. While the REIT Regulations have done well in institutionalising the REIT framework, listing of a real estate portfolio on the REIT platform is not yet a reality.

IV Raising Finance

Avenues for fund raising in the real estate sector are fairly skewed as a result of regulatory hurdles and lack of confidence in the developers, given the manner in which the sector has been operated over the years.

i Issues under various modes of financing
Bank debt

Under the domestic banking laws,16 scheduled commercial banks are restricted from lending towards the acquisition of land. Further, the promoter contribution towards the equity capital of a company needs to be brought in from the promoter’s own resources and the banks are not permitted to grant advances for the acquisition of shares of other companies. With bank funding for land and acquisition of SPVs ruled out, construction development finance is essentially the only area for which bank funding is available, which is more often than not the second step in a real estate transaction. Such restrictions, however, do not apply to non-banking financial companies, which have in the recent past emerged as strong pillars for this segment.

External commercial borrowing

Raising debt by way of external commercial borrowings is not permitted for real estate activities (other than for specific special economic zone-related activities), acquisition of land and acquisition of shares. Thus, this funding mechanism is completely unviable for the real estate sector.

Public fund raising

From a public markets point of view, the track record of publicly traded real estate companies is forgettable. While hopes of the market are now pinned on the REIT platform as being the new saviour for the real estate public market space, it is currently too nascent to be a force to reckon with. The regulatory framework governing REITs, the taxation and the foreign exchange regimes requires a fair bit of fine tuning for aligning with the commercial reality of the Indian real estate space:

Setting up of a REIT

Under the extant foreign exchange regulations, while non-residents have now been permitted to invest in REITs, subscribing to REIT units by way of a swap of shares of an SPV (which holds the assets) is not a permitted mode of investment and would require approval from the Foreign Investment Promotion Board (FIPB). This would be a significant hurdle in setting up a REIT with non-resident PE investors.

Investment conditions

Under the current regulatory framework at least 80 per cent of the value of the REIT’s assets is to be invested in completed rent-generating assets. Of the remaining 20 per cent, only 10 per cent is permitted to be invested in properties that are under construction or completed but not rent generating. While the general 80:20 break-up is in line with the intent of providing more liquidity and ensuring minimal risk in the hands of a unit holder, REITs are also intended to be a means of revitalising the cash-strapped market for real estate assets, especially under-construction properties. Practically as well, in the case of large office parks that are substantially complete, the under-construction component may need to be carved out to comply with the existing norms. The process might involve regulatory hurdles and significant transaction costs.

Multiple SPV structures

The REIT Regulations permit only single-layer SPV structures to be held by the REIT. Projects held through SPVs for commercial reasons, would need to be unwound to be brought into the REIT. Further, a merger or a swap of the asset into the REIT would expose the partners, if any, to the liabilities of the holding company from other assets that it would not be exposed to under the step-down vehicle structure. Asset transfers may also result in issues relating to tax on dividend distribution or buy-back; where the owner’s commercial interest is to retain ownership of a part of the asset, ‘REITability’ becomes cumbersome. Restructuring of assets to a single level SPV for enabling the REIT would involve significant costs such as stamp duty on asset transfer and merger and asset transfer costs itself.

The SEBI has been in discussions with stakeholders to address the various concerns facing the effectiveness of the REIT platform and brought out on 18 July 2016 a consultation paper to address some key concerns in detail such as:

a raising the number of REIT sponsors, which is now capped at three;

b removing the restriction on the SPV (only in case of such SPV being a holding company) to invest in other SPVs holding the assets;

c aligning the minimum public holding requirement with the requirement under the equity capital markets regime;

d relaxing compliance requirements with respect to related-party transactions; and

e allowing REITs to invest up to 20 per cent in under-construction assets.

Foreign direct investment

FDI is not permitted in real estate business (dealing in immoveable property with the intent of earning profits), construction of farmhouses and trading in transferable development rights. Exceptions to this are investments in construction development projects and earning of rent or income from projects through the leasing of property (without transfer of the same).

The equity investment regime has come a long way since the sector’s liberalisation in 2005. Under the 2005 regime, stringent entry conditions such as a minimum capitalisation ($10 million for wholly owned subsidiaries and $5 million for joint ventures) and minimum area requirements (10 hectares for development of serviced housing plots and 50,000 square metres for construction development projects) had made projects below a certain size inaccessible to investors. Exits were available only after the expiry of a lock-in of three years or upon completion of the project, which meant that if the project did not take off for reasons of litigation or lack of consumer interest, the non-resident investor would have to sit out for three years. There also existed regulatory ambiguity on FDI being meant only for greenfield projects and not for brownfield or existing under-construction projects. Exits from projects prior to a period of three years (even through a stake sale between non-residents without repatriation) required approval of the FIPB, which was not very forthcoming given the sensitivities around the sector.

In a significant overhaul in 2014 (first major move in this space for almost a decade), the present government eased minimum area requirements and minimum capitalisation conditions were made applicable from the commencement of the project; however, subsequent tranches of investment could only be brought in until the expiry of 10 years from the commencement of the project. The three-year lock-in was done away with and exits were made possible on completion of trunk infrastructure (roads, water supply, street lighting, drainage and sewage). While easing of entry conditions did help, the greenfield–brownfield ambiguity continued and exits remained an issue, specifically for stalled or litigation-affected projects. The only way out for projects with no trunk infrastructure was approval of the FIPB. Transfers between non-residents during the lock-in period were specifically brought into the approval route. As a positive measure, for the first time, investments in operation and maintenance of completed projects such as shopping centres and business centres were permitted, spiking a lot of interest in a new kind of portfolio. Thus, the FDI regime in construction development until November 2015, when the government brought radical reforms to entry and exits, was marred by exit issues.

In November 2015, the government did away with most of the entry conditions for investments into a project. Investments can now be brought in for each phase separately, a dispensation that has significantly aided developers in obtaining phase-wise funding from different investors. Though investments by non-residents continue to be locked in for a period of three years, exits are permitted if trunk infrastructure in a project is completed. Exits are no more linked to absolute transfer restrictions but are linked to repatriation of funds outside, which means that non-resident investors are permitted to divest stakes to the other non-residents without repatriation of funds, even during the lock-in period. Besides special economic zones and hospitals, where these sectoral conditions do not apply, and industrial parks (a different regime of commercial projects), investments are now permitted in completed projects for operation and maintenance of townships, shopping centres and complexes and business centres, subject to a lock-in of three years.17 Investments under the FDI route have to comply with pricing guidelines, which prescribe a fair market value cap (determined based on internationally accepted pricing methodology) for exits and restrict non-resident investors from agreeing on assured returns on their investments. With significant liberalisation in the FDI regime, it is expected that deal activity in this sector will pick up.

In the case of industrial parks, while investments are permitted under the automatic route, 66 per cent of the allocable area in the project is required to be dedicated to industrial activity (a specified set of activities), with the park being required to have a minimum of 10 units and no single unit occupying more than 50 per cent of the allocable area. Industrial park investments have to continually undertake compliance analysis and keep only a defined tenant base, which on a practical level is arduous.

Investment through listed non-convertible debentures

The market is seeing a rise in prominence of investments through listed non-convertible debentures (NCDs) subscribed by foreign portfolio investors (FPIs) and non-banking financial companies as a way of issuing in the equity space and at the same time keeping the commercial needs intact. From 2015–16, the corporate bond market has raised about 4,580 billion rupees across 2,975 issues through private placement of NCDs.18 Under the Indian foreign exchange regulations, FPIs registered with SEBI are permitted to invest in listed or to-be-listed NCDs (with the only exception being investment in unlisted non-convertible debentures issued by an Indian company in the infrastructure sector). This, as an investment route, is separate from the FDI regime and consequently, sectoral caps and conditions, pricing and restrictions on assured returns as applicable to FDI are not applicable to such investments. The NCDs held by the FPIs are required to have a residual maturity of three years, which essentially means that the issuer cannot redeem the NCDs (even through optionality clauses) prior to the expiry of three years. The three-year lock-in, however, is not applicable to the sale of the NCDs by the FPI in favour to domestic investors. Issuance of listed privately placed NCDs is governed by the Companies Act 2013, with listing and disclosure requirements being regulated by the SEBI (Issue and Listing of Debt Securities) Regulations 2008 and the SEBI (Listing, Obligations and Disclosure Requirements) 2015. The three-year lock-in applies only to FPIs and not to domestic non-banking finance companies or other eligible entities. NCDs with less than a one-year maturity are required to comply with the Reserve Bank of India (Issuance of Non-Convertible Debentures), Directions 2010, which prescribe higher compliance requirements such as credit rating or eligibility of the borrower and a restriction on redemption or put option for a period of 90 days from the date of issuance.

To sum up, with traditional debt funding through scheduled commercial banks and external commercial borrowings being more or less in short supply, sentiment for publicly traded real estate companies being weak and REITs still being just a regulatory provision, investments (both equity and debt) in the real estate sector continue to be dominated by PE investors.

ii Impact of the Real Estate (Regulation and Development) Act 2016

A revolutionary change in recent times has been the introduction of the Real Estate (Regulation and Development) Act 2016 (the RERDA), which seeks to protect consumer interests, ensure efficiency in property transactions, improve accountability of developers and boost transparency in the sector, all of which have been long lacking. The RERDA has brought about significant changes to the way real estate transactions would now be undertaken in India. Key changes include:

a establishment of the Real Estate Regulatory Authority in various states in India to regulate real estate transactions;

b registration of real estate projects and real estate agents;

c mandatory disclosure of all registered projects, including details of the promoter, project, layout plan, land status, approvals and agreements, along with details of real estate agents, contractors, architects, structural engineers, etc.;

d promoters or developers being restricted from amending plans and designs without prior consent of consumers;

e developers being required to deposit at least 70 per cent of their funds, including land cost to meet the cost of construction; and

f establishment of fast-track dispute-resolution mechanisms and provision of jurisdiction to consumer courts to hear real estate disputes.

The RERDA also provides for insurance of title of property, which will benefit both consumers and developers if land titles are later found to be defective.

While the RERDA is intended to provide investors much-required developer accountability, from the perspective of the real estate companies, the regulatory burden and compliance costs have significantly gone up, with certain conditions such as depositing 70 per cent of funds, not being practically viable.

V Transactions – Structuring concerns

i Equity structures

Traditionally, the real estate sector has been highly regulated for foreign investment. Discouraging speculative activities on land has been a major theme of the regulators. Therefore, foreign debt was highly restrictive and equity also came with conditions related to development milestones and lock-ins, etc.

With FDI conditionalities now significantly liberalised, transactions in the construction development space have more or less become automatic in the truest sense of the word. A lot of acquisition activity is now seen in the acquisition of completed assets. Management of commercial assets as a separate business skill has been gaining ground – amply supported by technology and best global practices. The FDI policy now specifically recognises foreign equity investment for the purposes of operations and maintenance in completed assets. The country has also seen significant restructuring activity in the sector from the point of view of making the real estate spaces more marketable commodities – consolidating assets, segregating marketable assets, restructuring for raising finance, tax structuring, court-based merger, demergers, conversion of LLPs into companies, restructuring partnership interests to permit investments, and capital reduction, etc. have been used to achieve this end.

For investments in completed assets that are part of larger projects, over and above the ‘undertaking’ test from a taxation standpoint, from an FDI perspective, the asset being hived off should independently qualify as a completed project.

Significant structuring continues to be adopted around promote structures and profit-sharing arrangements to incentivise the developers. It is not uncommon in commercial projects to have asset or property management and development management arrangements with the affiliates, aimed as cash-outs to the developers. Indemnity or holdbacks, escrow structures, representations and warranties and tax considerations (typically around capital gains and withholding taxes), etc., are sector agnostic and would apply to real estate investments and exits as well. Many investors who picked significant stakes in the 2007–2008 bull run are now in exit mode. Due to limited fund life and other constitutional concerns, PE funds are reluctant to give standard representations at the time of exit. Though warranty insurance is slowly gaining traction in India it comes with its own problems, of high premium costs and wide exclusions (including all information known to the investor, taking away from the investor the traditional knowledge exclusion despite diligence).

ii Debt and structured debt

Investors are now looking at debt investments to gain an upside from the business by structuring returns based on business performance or project-based conditions. Being debt, there is downside protection of the principal. Given the fundamental jurisprudence of debt being an absolute obligation to repay, absorbing downside risks remains tricky. Structures with PE investors investing in nominal equity along with private debt are not uncommon. These structures allow investors to exercise control through affirmative voting rights, obtain a board seat as equity holders and receive assured return on their investments as creditors. This not only helps bridge the gap in a company’s capital structure but is also commercially viable for investors as it occupies a place between senior debt and equity in terms of security, returns and influence. There are instances where investments are purely into debt but veto matters are shaped as negative consent rights, which are standard in the lending arena.

NCDs usually earn mid to high yields through various combinations of cash coupon coupled with redemption premium, cash flow or profit-linked coupons, market-linked returns obtained through exposure on exchange traded derivatives or equity-like components such as warrants or convertibles.

The slowdown in the real estate market, lack of funding for land acquisition, defaulting developers and downgrading of their ratings has led to the sector being highly leveraged. Consequently, developers are now relying on private debt whether as fresh debt or by way of refinancing existing debt. With a high-risk appetite, private equity players have shown interest and invested in the NCDs of such companies. However, owing to the risks involved in such investments such as delay in completion of projects, projects under litigation and general slackening of market demand for real estate, interest rates are substantially higher than other sectors. To insulate themselves from the risk associated with such investments, private debt investors typically collateralise their investment by security cover depending on the developer’s credit rating, personal and corporate guarantees. The trend in securing a high return and easy exit is evidenced by way of redemption premiums and default interest being charged on non-completion of predetermined construction milestones.

While private equity players enjoy the many advantages of investing in debt instruments in India, given that NCDs are traded on a wholesale debt market segment, a large part of the deal specifics are to be disclosed to the stock exchanges, where information is publicly available. Further, with new listing norms being applicable across the board, key changes to the structure of the debentures also require approval of the stock exchanges, making changes to bilateral structures subject to regulatory consent.

iii Taxation-related issues

India and Mauritius have recently signed the protocol (Protocol) amending the agreement for avoidance of double taxation between India and Mauritius (DTAA) ushering significant amendments to the DTAA. Pursuant to the Protocol, India has the right to tax capital gains capital arising to a Mauritius entity from the sale of shares of an Indian company acquired on or after 1 April 2017. While transactions where shares have been issued prior to 1 April 2017 would be grandfathered, where convertible instruments have been issued prior to 1 April 2017 but the underlying equity shares are issued post-1 April 2017, capital gains tax could be leviable.

Besides issues emerging from the Protocol, taxation issues in private equity transactions are traditionally centred around withholding tax deductions on payments made to non-residents and issues under Section 281 of the Income Tax Act 1961. Withholding tax issues are settled mostly through a combination of tax indemnity, a certificate from a chartered accountant or a certificate from the Indian taxation authorities indicating the withholding tax or computation. In terms of Section 281 of the Income Tax Act 1961, any transaction involving the creation of charge on an asset by way of sale, for example, while a tax proceeding is pending would be void, as against a claim in such tax proceeding. Almost all the private equity transactions face this issue.

In April, 2017, when the government is expected to notify the General Anti-Avoidance Rules for taxation, all structuring mechanisms would need to factor in the principles laid down therein.

iv Conditional exemption from dividend distribution tax to distributions made by SPVs to REITs

Where assets in a REIT are held by the SPV, dividend distribution tax (DDT) of 20 per cent would be applicable to distributions made by the REIT, making the structure tax-inefficient. With REIT Regulations requiring 90 per cent of the distributable cash flows to be upstreamed, the payments towards DDT would be a recurring leakage. The Finance Act 2016 has proposed to exempt the levy of DDT in respect of distributions from SPVs that are 100 per cent REIT-owed (or co-owned with minimum mandated holding by the co-owner under law) and that such dividend received by the REIT and its investor shall not be taxable in the hands of the trust or investors. While these are welcome steps, given that the exemption is limited to only 100 per cent REIT-owned SPVs, the benefits would not trickle down to joint venture or joint development arrangements, which form a significant part of the sector’s assets.

Certain other issues that still require addressing from an industry standpoint include:

a the tax deferral scheme made available to the sponsor on transfer of SPVs shares to the REIT not being extended to the direct transfer of assets and transfer of interest in LLPs; and

b the holding period of REIT units not being brought on a par with other listed securities at one year for availing long-term capital gains benefits.

vi Conclusion

The real estate sector is picking itself up from the lows of 2009–10 slowly and steadily. Large platform deals are an indication of the growing investor confidence. With the government’s impetus in infrastructure growth and constant attempts at economic liberalisation, the road ahead could be said to be smoother, if not rosy. Key areas to look out for would be the REIT platform and the asset class that goes up for trading. This would be a major push to the public market for real estate assets. India’s real estate growth story is far from being fully written.

Footnotes

1 Cyril Shroff is managing partner and Reeba Chacko, Nagavalli G and Vandana Sekhri are partners at Cyril Amarchand Mangaldas.

2 Sourced from the Economic Review, India Investment Summit 2016, Ministry of Finance.

3 www.business-standard.com/article/economy-policy/imf-retains-india-s-growth-forecast-at-7-5-for-fy17-116050400031_1.html, last visited on 22 June 2016.

4 www.livemint.com/Money/1bzMlwtuBh8RvgH1W2bLXI/Worst-loss-in-five-years-for-Sensex.html, last visited on 22 June 2016.

6 Sourced from Venture Intelligence – PE Trends 2016; www.ventureintelligence.com/downloads/pe-trend-report-2016.pdf, last visited on 22 June 2016.

8 Sourced from the Fourth Wheel, 2016, Grant Thornton.

9 Sourced from Venture Intelligence – PE Trends 2016; www.ventureintelligence.com/downloads/pe-trend-report-2016.pdf, last visited on 22 June 2016.

10 Sourced from The Fourth Wheel, 2016, Grant Thornton.

11 Sourced from Venture Intelligence – PE Trends 2016; www.ventureintelligence.com/downloads/pe-trend-report-2016.pdf, last visited on 22 June 2016.

12 www.livemint.com/Companies/N9OhLXjpXLh747hoFkqOSN/Tata-Realty-planning-office-projects-REIT-with-StanChart-PE.html, last visited on 22 June 2016.

13 www.business-standard.com/article/pti-stories/embassy-warburg-pincus-join-hands-to-develop-industrial-parks-115100801070_1.html, last visited on 22 June 2016.

15 Sourced from Venture Intelligence – PE Trends 2016; www.ventureintelligence.com/downloads/pe-trend-report-2016.pdf, last visited on 22 June 2016.

16 Master Circular – Housing Finance issued by the Reserve Bank of India.

17 Press Note 12 of 2015 dated 24 November 2015.

18 www.sebi.gov.in/cms/sebi_data/statistics/corporate_bonds/privatenew.html, last visited on 22 June 2016.