Regulation 26H - Additional Requirements - Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations, 2014

1 [ Additional Requirements. 26H . (1) The Board of Directors of the investment manager shall comprise of not less than six directors and have not less than one woman independent director 2 [ : ] 3 [ Provided that if by a vacancy in the office of a director of the investment manager, the investment manager becomes non-compliant with such requirement, such vacancy shall be filled by the investment manager as follows - A. if such vacancy arises due to expiry of the term of office of the director, then the resulting vacancy shall be filled not later than the date such office is vacated; or B. if such vacancy arises due to any other reason, then the resulting vacancy shall be filled at the earliest and not later than three months from the date of such vacancy. ] (2) The quorum for every meeting of the Board of Directors of the investment manager shall be one-third of its total strength or three directors, whichever is higher, including at least one independent director. Explanation - The participation of the directors by video conferencing or by other audio-visual means shall be counted for the purpose of quorum and shall be recorded by the investment manager. (3) The Board of Directors of the investment manager shall review compliance reports every quarter pertaining to all laws applicable to the InvIT as well as steps taken to rectify instances of non-compliances. (4) The minimum information to be placed before the Board of Directors shall include the items specified in Part A of Schedule VII. (5) The chief executive officer, the chief financial officer and the compliance officer shall provide the compliance certificate, along with the supporting documents, to the Board of Directors including the items specified in Part B of Schedule VII. (6) The Board of Directors of the investment manager shall set forth clearly the recommendation of the investment manager in the notice to the unitholders for each item referred to in sub-regulation (5) of regulation 22 of these regulations. ] *************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/122 dated 14-02-2023 w.e.f. 01-04-2023 2. Substituted vide Notification No. SEBI/LAD-NRO/GN/2025/240 dated 01-04-2025 before it was read as, . 3. Inserted vide Notification No. SEBI/LAD-NRO/GN/2025/240 dated 01-04-2025