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TMI BlogBoard nomination rights to unitholders of Infrastructure Investment Trusts (InvITs)X X X X Extracts X X X X X X X X Extracts X X X X ..... tholder(s) who have exercised the board nomination right, continue to have/hold the required number of units of InvIT and make a report of the same. The Investment Manager of the InvIT shall submit such report to the Trustee of the InvIT. 4. This circular shall come into force with immediate effect. 5. This circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 and Regulation 4(2)(h) of the SEBI (Infrastructure Investment Trusts) Regulations, 2014 . This circular is issued with the approval of the competent authority. 6. The recognized Stock Exchanges are advised to disseminate the contents of this Circular on their website. 7. This circular is available on the website of Securities and Exchange Board of India at www.sebi.gov.in under the category Legal Circulars . Yours faithfully Ritesh Nandwani Deputy General Manager Department of Debt and Hybrid Securities Tel No. +91-22-2644 9696 Email id [email protected] Annexure A Board Nomination Rights to Unitholders of Infrastructure Investment Trusts (InvITs) 1. Definitions ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... er to all unitholders 3.1.1. The Investment Manager shall send a written intimation to all unitholders on their email address(es) registered either with the Investment Manager or with any depository, within ten days from the end of September 30, 2023, requesting them to inform the Investment Manager if any Eligible Unitholder(s) wish to exercise the right to nominate a Unitholder Nominee Director. 3.2. Notice by Eligible Unitholder(s) who wish to exercise the board nomination right 3.2.1. Eligible Unitholder(s) who wish to exercise this right shall inform the Investment Manager through a written notice within ten days of receipt of the intimation from the Investment Manager. The Eligible Unitholder(s) shall be reckoned based on the unitholding pattern as on September 30, 2023. 3.2.2. The Eligible Unitholder(s) shall inform the Investment Manager of the InvIT in writing of their proposed candidate for the Unitholder Nominee Director along with following details: i. name of the candidate ii. DIN of the candidate iii. a brief profile of the candidate, including age, educational qualifications, professional qualifications, nationality, occupation, address, experien ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of Directors of the Investment Manager in line with the policy formulated in this regard, the reasons shall be recorded in writing and shall be communicated by the Investment Manager to the Eligible Unitholder(s) within ten days of receipt of notice from Eligible Unitholder(s). In such case, the Eligible Unitholder(s) may submit another candidate within a period of ten days from the receipt of such communication from the Investment Manager. 4. Subsequent Nomination by unitholders on an annual basis 4.1. The Investment Manager shall send a written intimation to all unitholders on their email address(es) registered either with the Investment Manager or with any depository, within ten days from the end of each financial year, requesting them to inform the Investment Manager if any Eligible Unitholder(s) wish to exercise the right to nominate a Unitholder Nominee Director. 4.2. Eligible Unitholder(s) who wish to exercise this right shall inform the Investment Manager through a written notice within ten days of receipt of the intimation from the Investment Manager. The Eligible Unitholder(s) shall be reckoned based on the unitholding pattern of the InvIT as on March 31st of ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aw their nomination for the Unitholder Nominee Director that has been appointed on the Board of Directors of the Investment Manager, then such Eligible Unitholder(s), or their authorized representatives, shall inform the Investment Manager and the Unitholder Nominee Director of the same, and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Investment Manager forthwith. 8.2. If an Eligible Unitholder or a group of Eligible Unitholders propose to change a Unitholder Nominee Director who has been appointed on the Board of Directors of the Investment Manager, then such Eligible Unitholder(s), or their authorized representatives, shall inform the Investment Manager of the proposed candidate in the manner set out in paragraph 3.2.2 to 3.2.4 of this circular. The Investment Manager shall evaluate the proposed candidate and the provisions of paragraph 3.2.5 to 3.2.7 of this circular shall apply. 9. Vacating of office of a Unitholder Nominee Director 9.1. If at any time, the individual or collective unitholding of the Eligible Unitholder(s), who have nominated a Unitholder Nominee Director, falls below ten percent of the total outstandi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ntment of Unitholder Nominee Directors on the Board of Directors of the Investment Manager by Eligible Unitholder(s). Annexure - B Eligibility criteria for Unitholder Nominee Directors The following eligibility requirements should be fulfilled by the candidates proposed to be considered for appointment as Unitholder Nominee Directors. The Investment Manager may supplement these requirements as it deems fit, through the policy adopted under paragraph 2.3 of this circular. 1. The person should be fit and proper based on the criteria specified under Schedule II of the Securities and Exchange Board of India (Intermediaries) Regulations, 2008, as amended. 2. The person is not a willful defaulter or fraudulent borrower, or a promoter or director or person in control of a company or entity categorized as such by any bank or financial institution in accordance with the guidelines prescribed by the Reserve Bank of India. 3. The person s name does not appear under any list of disqualified directors issued by the Ministry of Corporate Affairs and is not debarred from acting as a director or member of management by any court, regulatory or supervisory authority. ..... X X X X Extracts X X X X X X X X Extracts X X X X
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