CIRCULAR
SEBI/HO/DDHS/DDHS-PoD-2/P/CIR/2024/109 August 06, 2024
To,
All Infrastructure Investment Trusts (InvITs)
All Parties to InvITs
All Recognised Stock Exchanges
All Depositories
Madam/Sir,
Sub: Amendment to Master Circular for Infrastructure Investment Trusts (InvITs)
dated May 15, 2024 - Board nomination rights to unitholders of InvITs
1. Para 22.3.1. (b) of Chapter 22, titled “Board nomination rights to unitholders of
Infrastructure Investment Trusts (InvITs)”, of the Master Circular for Infrastructure
Investment Trusts dated May 15, 2024 requires as under:
“(b) Eligible Unitholder(s) shall be entitled to nominate only one Unitholder
Nominee Director, subject to the unitholding of such Eligible Unitholder(s)
exceeding the specified threshold. If the right to nominate one or more directors
on the Board of Directors of the Investment Manager is available to any entity (or
to an associate of such entity) in the capacity of shareholder of the Investment
Manager or lender to the Investment Manager or the InvIT (or its HoldCo(s) or
SPVs), then such entity in its capacity as unitholder, shall not be entitled to
nominate or participate in the nomination of a Unitholder Nominee Director.”
2. Market participants have requested to provide clarity on the availability of the right
to nominate a director on the Board of Directors of the Investment Manager of
InvIT, to a unitholder where such nomination right is also available to a unitholder
in the capacity of lender to the Investment Manager or the InvIT (or its HoldCo(s)
or SPVs).
3. In order to promote ease of doing business and based on the request of the
industry and recommendation of Hybrid Securities Advisory Committee (HySAC),
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it is proposed to insert the following proviso under paragraph 22.3.1. (b) of Master
Circular for Infrastructure Investment Trusts dated May 15, 2024:
“Provided that the above restriction relating to the right to nominate a Unitholder
Nominee Director shall not be applicable if the right to appoint a nominee director
is available in terms of clause (e) of sub-regulation (1) of regulation 15 of the SEBI
(Debenture Trustees) Regulations, 1993.”
4. This circular shall come into force with immediate effect.
5. This circular is being issued in exercise of 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 the Securities and Exchange Board of
India at www.sebi.gov.in under the category “Legal” and under the drop down
“Circulars”.
Yours faithfully
Ritesh Nandwani
Deputy General Manager
Department of Debt and Hybrid Securities
Tel No.022-26449696
Email id - riteshn@sebi.gov.in
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