Regulation 26ZM - Rights and meetings of unit holders - Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014

1 [ Rights and meetings of unit holders. 26ZM. (1) The unitholders of the scheme shall have the right to receive distributions as provided for in the scheme offer document, subject to the provisions of this chapter. (2) With respect to any matter requiring approval of the unit holders, (a) a resolution shall be considered as passed when the votes cast by unit holders, so entitled and voting, in favour of the resolution exceed a certain percentage or criteria as specified in these regulations; 2 [ (aa) the voting threshold specified under these regulations shall be calculated on the basis of unit holders present and voting. Explanation . The unit holders voting through the electronic voting facility and postal ballot shall be counted for the determination of unit holders present and voting; ] (b) the unitholders of the scheme shall have the right to vote in any unitholders meeting of that particular scheme of SM REIT; (c) in case the scheme of the SM REIT proposes to purchase a property or proposes to sell a property at a value which is greater than one hundred and five per cent. or less than ninety five per cent. of the value of property as assessed by the valuer respectively, approval from unitholders shall be required wherein votes cast in favour of the resolution shall be at least three times the number of votes cast, against the resolution; (d) the investment manager shall also provide the option to the unitholders to vote either by way of post or through electronic mode; (e) a notice of not less than twenty one clear days shall be provided to the unit holders: 3 [ Provided that a meeting of unit holders of each scheme may be called after giving shorter notice than that specified in this clause if consent, in writing or by electronic mode, is accorded thereto - i. in case of an annual meeting, by not less than ninety-five percent of the unit holders of the scheme entitled to vote thereat; and ii. in case of any other meeting, by majority of the unitholders of the scheme in number entitled to vote thereat and who represent not less than ninety-five percent of such part of the units of the scheme by value as gives a right to vote at the meeting. ] (f) no person who is interested in any transaction as well as associates of such person(s) shall vote on any matter related to that transaction; (g) investment manager shall be responsible for all the activities pertaining to the meeting of the unit holders of scheme, subject to oversight of the trustee: Provided that in issues pertaining to the investment manager including change in the investment manager, removal of the investment manager, change in control of the investment manager, the trustee shall convene and handle all activities pertaining to conduct of the meetings of unit holders: Provided further that in respect of issues pertaining to the trustee including change in the trustee, the trustee shall not be involved in any manner in the conduct of the meeting. 4 [ (h) for all unit holder meetings, the investment manager shall provide an option to the unit holders to attend the meeting through video conferencing or other audio visual means and the option of remote electronic voting in the manner as may be specified by the Board. ] (3) An annual meeting of unit holders of each scheme shall be held at least once every year, within one hundred and twenty days from the end of financial year and the time between two meetings shall not exceed fifteen months. (4) The investment manager or the trustee, as applicable, of the SM REIT shall conduct the meetings in accordance with the procedure as may be specified by the Board. (5) The investment manager of a SM REIT may conduct meeting of unitholders of each scheme through video conferencing or through other audio-visual means. (6) In the annual meeting of unitholders of each scheme, the investment manager shall place following matters before the unit holders for consideration of: (a) latest annual accounts and audit report of the SM REIT and its schemes, and a report on performance of the scheme of the SM REIT; (b) the appointment of, and the fixing of the fees of the auditor and the valuer; and (c) the latest valuation reports. (7) The matters mentioned in sub-regulation (6) of this regulation shall require approval of unitholders of the scheme, where votes cast in favour of the resolution shall be more than 5 [ fifty per cent of the total votes cast for ] the resolution. (8) Any information that is required to be disclosed to the unitholders of each scheme may also be taken up in the annual meeting of the unitholders of such scheme. (9) Approval from unitholders of the concerned scheme shall be required, where votes cast in favour of the resolution shall be more than 6 [ fifty per cent of the total votes cast for ] the resolution, in case of following items, (a) any transaction, value of which is equal to or greater than ten per cent. of the value of the assets of the particular scheme of SM REIT; (b) any borrowing in excess of limit specified under proviso to sub-regulation (5) of regulation 26U; (c) any issue for which the Board or the recognized stock exchanges require such approval under this sub-regulation; (d) any issue, in the ordinary course of business, which in the opinion of the Investment Manager or Trustee, is material and requires approval of the unitholders. (10) Approval from the unitholders of the scheme of the SM REIT shall be required, where votes cast in favour of the resolution shall 7 [ be at least sixty per cent of the total votes cast for ] the resolution in case of the following items, (a) any change in investment manager including removal of the investment manager or change in control of the investment manager; (b) any material change in investment strategy or any change in the fees payable to the investment manager by the SM REIT; (c) any issue of units after initial offer by a scheme of SM REIT, in whatever form; (d) the trustee and investment manager proposing to seek voluntary delisting of units of the scheme of the SM REIT; (e) any issue, not in the ordinary course of business, which in the opinion of the investment manager or trustee requires approval of the unitholders; (f) any issue, which in the opinion of the Board or the recognized stock exchanges, requires approval under this sub-regulation; (g) removal of the auditor or valuer and appointment of another auditor or valuer to the SM REIT; (h) change in the trustee; (i) delisting of the scheme of the SM REIT if the unit holders have sufficient reason to believe that such delisting would act in the interest of the unitholders; and (j) extension of time period as specified under clause (b) of sub-regulation (1) of regulation 26ZI. (11) The unitholders of the scheme of SM REIT may request any matter to be taken up in the unitholders meeting of such scheme if ten per cent. of the unitholders of a particular scheme by value, apply in writing, to the trustee and the trustee shall require the investment manager to place the matter for voting in accordance with these regulations: Provided that the request of the unitholders of a scheme for change in the trustee shall be sent, in writing, to the investment manager, who shall, on receipt of such a request, place the matter for voting in the manner as specified in accordance with these regulations. ] ************** NOTES:- 1. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/166 dated 08-03-2024 2. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/208 dated 26-09-2024 w.e.f. 26-09-2024 3. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/208 dated 26-09-2024 w.e.f. 26-09-2024 before it was read as, Provided that a meeting of the unit holders of each scheme may be called after giving shorter notice, if consent, in writing or by electronic mode, is accorded thereto, by not less than ninety-five per cent of the unit holders of the scheme entitled to vote at such meeting; 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/208 dated 26-09-2024 w.e.f. 26-09-2024 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/208 dated 26-09-2024 w.e.f. 26-09-2024 before it was read as, the votes cast against 6. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/208 dated 26-09-2024 w.e.f. 26-09-2024 before it was read as, the votes cast against 7. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/208 dated 26-09-2024 w.e.f. 26-09-2024 before it was read as, not be less than one and a half times the votes cast against