Amendments To InvIT Voting Thresholds - Resolut Partners - Page 2

Amendments To InvIT Voting Thresholds

Authors: Anirudha Sapre & Payaswini Upadhyay

What?

SEBI amends the InvIT regulations, clarifies that all votes at a unitholder meeting will be calculated on a ‘present and voting’ basis

Amendment also simplifies the language of the provisions that spell out the voting thresholds for ordinary unitholder resolutions (>50% votes) and special unitholder resolutions (>60% votes)

Separately, for private listed InvITs, lot size for trading has been reduced to INR 25 lakhs as against the existing INR 1 crore

Bottom Line

SEBI’s intent in introducing the ‘present and voting’ language is not entirely clear, especially since Reg. 22 (2) (a) already captures this by using the words ‘so entitled and voting’. In fact, the existing language also exists under India’s company law

Importantly, the clarification will also apply to high-threshold matters which require consent of ‘75% unitholders by value’. Until now, many market participants viewed this as an absolute condition – i.e. 75% of all unitholders by value of an InvIT should agree, and not merely 75% by value of unitholders that cast the votes

With the newly introduced changes, the 75% consent threshold seems to be caught under the ‘present and voting’ net – i.e. 75% of all unitholders by value who are present and voting at a meeting should agree. In effect, high-threshold matters (eg: change of sponsor, increase of borrowing limits to >49% loan-to-value) could now go through rather easily, considering the explicit clarification by SEBI

Separately, reduction of lot-size is a positive move, in line with SEBI’s intent to encourage domestic institutions/ HNIs to invest in private listed InvITs

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