Section 22 in Securities and Exchange Board of India (Real Estate Investment Trusts) Regulations, 2014
22. Rights and meetings of unit holders.
(1)The unit holder shall have the rights to receive income or distributions as provided for in the Offer document or trust deed.(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, as specified in this regulation, of the votes cast against;(b)the voting may also be done by postal ballot or electronic mode;(c)a notice of not less than twenty one days either in writing or through electronic mode shall be provided to the unit holders;(d)voting by any person who is a related party in such transaction as well as associates of such person(s) shall not be considered on the specific issue;(e)manager shall be responsible for all the activities pertaining to conducting of meeting of the unit holders, subject to overseeing by the trustee:Provided that in respect of issues pertaining to the manager such as change in manager including removal of the manager or change in control of the manager, Trustee shall convene and handle all activities pertaining to conduct of the meetings:Provided further that in respect of issues pertaining to the trustee such as change in the trustee, the trustee shall not be involved in any manner in the conduct of the meeting.(3)An annual meeting of all unit holders shall be held not less than once a 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)With respect to the annual meeting of unit holders,-(a)any information that is required to be disclosed to the unit holders and any issue that, in the ordinary course of business, may require approval of the unit holders may be taken up in the meeting including,-(i)latest annual accounts and performance of the REIT;(ii)approval of auditor and fees of such auditor, as may be required;(iii)latest valuation reports;(iv)appointment of valuer, as may be required;(v)any other issue including special issues as specified under sub-regulation (6);(b)for any issue taken up in such meetings which require approval from the unit holders, votes cast in favour of the resolution shall [be more than] [Substituted 'not be less than one and a half times' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] the votes cast against the resolution.(5)In case of,-(a)any approval from unit holders required under regulations 18, 19 and 21;(b)any transaction, other than any borrowing, value of which is equal to or greater than twenty five per cent of the REIT assets;(c)any borrowing in excess of specified limit as required under sub-regulation (2) of regulation 20;(d)any issue of units after initial offer by the REIT, in whatever form, other than any issue of units which may be considered by the Board under sub-regulation(6);(e)increasing period for compliance with investment conditions to one year in accordance with proviso to sub-regulation (9) of regulation 18;(f)any issue, in the ordinary course of business, which in the opinion of the sponsor(s) or trustee or manager, is material and requires approval of the unit holders, if any;(g)any issue for which the Board or the designated stock exchange requires approval under this sub-regulation,approval from unit holders shall be required where the votes cast in favour of the resolution shall be [more than] [Substituted 'not less than one and half times' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] the votes cast against the resolution.(6)In case of ,-(a)any change in manager including removal of the manager or change in control of the manager;(b)any material change in investment strategy or any change in the management fees of the REIT;(c)the sponsor(s) or manager proposing to seek delisting of units of the REIT;(d)the value of the units held by a person along with its associates other than the sponsor(s) and its associates exceeding fifty per cent of the value of outstanding REIT units, prior to acquiring any further units;(e)any issue, not in the ordinary course of business, which in the opinion of the sponsor(s) or manager or trustee requires approval of the unit holders;(f)any issue for which the Board or the designated stock exchanges requires approval under this sub-regulation;(g)any issue taken up on request of the unit holders including:(i)removal of the manager and appointment of another manager to the REIT;(ii)removal of the auditor and appointment of another auditor to the REIT;(iii)removal of the valuer and appointment of another valuer to the REIT;(iv)delisting of the REIT if the unit holders have sufficient reason to believe that such delisting would act in the interest of the unit holders;(v)any issue which the unit holders have sufficient reason to believe that acts detrimental to the interest of the unit holders;(vi)change in the trustee if the unit holders have sufficient reason to believe that acts of such trustee is detrimental to the interest of the unit holders,approval from unit holders shall be required where the votes cast in favour of the resolution shall be not less than [one and half] [Substituted 'three' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] times the votes cast against the resolution:Provided that in case of clause (d), if approval is not obtained, the person shall provide an exit option to the unit holders to the extent and in the manner as may be specified by the Board.(7)With respect to the right(s) of the unit holders under clause (g) of sub-regulation (6),-(a)not less than twenty five per cent of the unit holders by value, other than any party related to the transactions and its associates, shall apply, in writing, to the trustee for the purpose;(b)on receipt of such application, the Trustee shall require the manager to place the issue for voting in the manner as specified in these regulations;(c)with respect to sub-clause (vi) of clause (g) of sub-regulation (6) , not less than sixty per cent of the unit holders by value shall apply, in writing, to the manager for the purpose.(8)In case of any change in sponsor or re-designated sponsor or change in control of sponsor or re-designated sponsor,-(a)prior to such changes, approval shall be obtained from the unit holders wherein votes cast in favour of the resolution shall not be less than three times the votes cast against the resolution;(b)if such change does not receive the required approval,-(i)in case of change of sponsor or re-designated sponsor, the proposed re-designated sponsor who proposes to buy the units shall provide the dissenting unit holders an option to exit by buying their units;(ii)in case of change in control of the sponsor or re-designated sponsor, the sponsor or re-designated sponsor shall provide the dissenting unit holders an option to exit by buying their units;(c)if on account of such sale, the number of unit holders forming part of the public falls below [as required under sub-regulation (2A) of Regulation 14] [Inserted by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] [the trustee may provide a period of one year to the manager to rectify the same, failing which] [Substituted 'two hundred or below twenty five per cent of the total outstanding units,' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] the [manager] [Substituted 'trustee' by Notification No. SEBI/L.A.D.-NRO/GN/2016-17/022, dated 29.11.2016 (w.e.f. 26.9.2014).] shall apply for delisting of the units of the REIT in accordance with regulation 17.
