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Board nomination rights to unitholders of Real Estate Investment Trusts (REITs) - SEBI - SEBI/HO/DDHS-PoD-2/P/CIR/2023/154Extract ..... rce 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)(g) of the SEBI (Real Estate 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 Real Estate Investment Trusts (REITs) 1. Definitions 1.1. Eligible Unitholder(s) shall mean unitholder(s) holding ten percent or more of the total outstanding units of the REIT, 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 Manager. 2. Conditions for Nomination of a Unitholder Nominee Dire ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Real Estate Investment Trusts (REITs) - SEBI x x x x x Extracts x x x x x ..... to exercise this right shall inform the Manager through a written notice within ten days of receipt of the intimation from the 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 Manager of the REIT 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 REIT 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 Manager for filing of Form DIR-12 vi. confirmations in relation to eligibility of the candidate as set out in Annexure B . 3.2.3. If multiple unitholders are aggregating their unitholding for the purpose of nomination right then such notice shall also identify up to tw ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Real Estate Investment Trusts (REITs) - SEBI x x x x x Extracts x x x x x ..... to inform the 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 Manager through a written notice within ten days of receipt of the intimation from the Manager. The Eligible Unitholder(s) shall be reckoned based on the unitholding pattern of the REIT 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 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 Manager unless: i. the nomination is withdrawn by Eligible Unitholder(s) or ii. change in the Unitholder Nominee Director is requested by Eligible Unitholder(s) or iii. the unitholding of Eligible Unitholder(s) falls below the required threshold consequent to which the Unitholder Nominee Director resign / step down from the Board of Directors of the Manager or iv. the Unitholder Nominee Director is unable to serve or resign or is removed from the Board of Directors of the Manager for any reas ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Real Estate Investment Trusts (REITs) - SEBI x x x x x Extracts x x x x x ..... al 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 REIT, then the Eligible Unitholder(s) shall, notwithstanding the requirement contained in paragraph 7 above, immediately inform the Manager within two working days from such change and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the 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 Director, falls below ten percent of the total outstanding units of the REIT on account of any fresh issuance of units by REIT, then the Eligible Unitholder(s) shall, notwithstanding the requirement contained in paragraph 7 above, immediately inform the Manager within two working days from the date of allotment of fresh units of the REIT and the Unitholder Nominee Director shall resign / step down from the Board of Directors of the Manager within two working days from such date of allotment. 9.3. In case of death or permanent disability of a Unitholder Nominee Director, the ..... x x x x x Extracts x x x x x Board nomination rights to unitholders of Real Estate Investment Trusts (REITs) - SEBI x x x x x Extracts x x x x x
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