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Board nomination rights to unitholders of Infrastructure Investment Trusts (InvITs) - SEBI - SEBI/HO/DDHS-PoD-2/P/CIR/2023/153Extract ..... e 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 riteshn@sebi.gov.in Annexure A Board Nomination Rights to Unitholders of Infrastructure Investment Trusts (InvITs) 1. Definitions 1.1. Eligible Unitholder(s) shall mean unitholder(s) holding ten percent or more of the total outstanding units of the InvIT, either individually or collectively. 1.2. Unitholder Nominee Director shall mean a non-independent director nominated by Eligible Unitholder(s) on the Board of Directors of the Investm ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Infrastructure Investment Trusts (InvITs) - SEBI x x x x x Extracts x x x x x ..... ate 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, experience in the sector and sub-sector in which the InvIT operates and directorship in other entities, together with back-up documents iv. details of any outstanding criminal action, regulatory action or material civil litigation against the candidate v. details required under The Companies Act, 2013 to facilitate the Investment Manager for filing of Form DIR-12 vi. confirmations in relation ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Infrastructure Investment Trusts (InvITs) - SEBI x x x x x Extracts x x x x x ..... m 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 the financial year. 4.3. The provisions contained in paragraph 3.2 above shall apply in regard to the notice by Eligible Unitholder(s) to the Investment Manager and for appointment of the Unitholder Nominee Director. 5. A Unitholder Nominee Director shall continue to remain on the Board of Directors of the Investment Manager unless: i. the nomination is withdrawn by Eligible Unitholder(s) or ii. change in the Unitholder Nominee ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Infrastructure Investment Trusts (InvITs) - SEBI x x x x x Extracts x x x x x ..... rs 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 outstanding units of the InvIT, then the Eligible Unitholder(s) shall, notwithstanding the requirement contained in paragraph 7 above, immediately inform the Investment Manager within two working days from such change and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Investment Manager within two working days from such change. 9.2. If the individual or collective unitholding of the Eligible Unitholder(s), who have nominated a Unitholder Nominee Dire ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Infrastructure Investment Trusts (InvITs) - SEBI x x x x x Extracts x x x x x
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