SEBI has vide its notification dated 26th February, 2021 allowed the annual meeting of the unit holders of the Real Estate Investment Trust (REIT) and Infrastructure Investment Trust (InvIT) to be held on video conferencing mode or any other audio visual means upto 31st December 2021 and any other meetings other than annual meetings upto 30th June, 2021. The gist of the circular is given below
SEBI vide circular no. SEBI/HO/DDHS/DDHS/CIR/P/2020/102 dated June 22, 2020 read with circular no. SEBI/ HO/ DDHS/ DDHS/CIR/P/2020/201 dated October 08, 2020 permitted REITs/InvITs to conduct annual meetings and other meetings of unitholders through VC or OAVM up to December 31, 2020.
Representations have been received to further extend the aforesaid facility to conduct meetings of unitholders which become due in the year 2021 through VC or OAVM for some more time. It is observed that MCA, vide circulars dated December 31, 2020 and January 13, 2021, permitted companies to conduct their Extraordinary General meetings upto June 30, 2021 and Annual General meetings due in the year 2021 through VC or OAVM.
Accordingly, it has been decided to extend the facility to conduct meetings of unitholders, through VC or OAVM for REITs/InvITs, as under:
a. Annual meetings of unitholders in terms of Regulation 22(3) of SEBI (Real Estate Investment Trusts) Regulations, 2014 and Regulation 22(3)(a) of SEBI (Infrastructure Investment Trusts) Regulations, 2014, (which becomes due in the calendar year 2021) to be conducted till December 31, 2021. b. For meetings other than annual meeting of unitholders till June 30, 2021.
REITs/ InvITs shall comply with the procedure prescribed in Annexure-I of SEBI circular no. SEBI/ HO/ DDHS/ DDHS/ CIR/P/2020/102 dated June 22, 2020.
SEBI circular dated 8th October, 2020 allowing unit holders of InvITs and REITs to hold their extraordinary meetings by video conferencing or any other audio visual means upto 31st December, 2020. Read on.
Subject: Extension of facility for conducting extraordinary meeting(s) of unit holders of InvITs and REITs through Video Conferencing or Other Audio-Visual Means (VC/OAVM)
Kindly refer to SEBI circular no. SEBI/HO/DDHS/DDHS/CIR/P/2020/102 dated June 22, 2020, whereby InvITs/ REITs were permitted to conduct meetings of unitholders through VC or OAVM subject to compliance with the procedure specified therein.
Vide clause 6 of the aforesaid circular, the facility of VC or OAVM was made available for annual meeting of unitholders in terms of Regulation 22(3)(a) of InvIT Regulations and Regulation 22(3) of REIT Regulations, to be conducted during calendar year 2020. For meetings, other than annual meeting of unitholders, the facility for conducting meeting of unitholders through VC or OAVM was provided upto September 30, 2020.
In this respect, representations have been received for extending the facility of VC or OAVM for conducting extraordinary meetings of unitholders for some more time due to the pandemic.
In this regard, it has now been decided to extend the facility of VC or OAVM for conducting extraordinary meetings(s) of unitholders by InvITs/ REITs upto December 31, 2020, subject to compliance with the procedure prescribed in Annexure-I of SEBI circular no. SEBI/ HO/ DDHS/ DDHS/ CIR/P/2020/102 dated June 22, 2020.
MCA has vide its notification dated 23rd June, 2020 amended the Companies (Meeting of the Board and its Powers), Rules, 2014 wherein it has allowed board meetings to be held on video conferencing basis or other audio visual means for even those items of business which were not allowed to be decided by any means other than physical board meetings. Such items were approval of annual financial statements, Board report, prospectus, amalgamation, merger, demerger, acquisition, takeover and the audit committee meetings to consider financial statement including consolidated financial statement.
In view of the covid, this relaxation was given upto 30th June, 2020. Now under this amendment, this relaxation has been extended upto 30th September, 2020.
MCA should well have extended this relaxation for the entire calendar year 2020 since AGM is allowed to be held on video conferencing or other audio visual means during the entire calendar year 2020. It might as well save them botheration of keeping changing the notification time and again.
MCA has issued a circular dated 15th June, 2020 wherein they have allowed companies to hold extra-ordinary general meetings of shareholders by video conferencing or any other audio visual means upto 30th September, 2020. Earlier the time period was upto 30th June, 2020.
Vide another circular dated 5th May, 2020 MCA had already allowed companies to hold their annual general meetings in the calendar year 2020 through video conferencing or any other visual means. So AGMs can held through online method upto 31st December, 2020 whereas EGMs can be held in the same way upto 30th September, 2020. I don’t understand the anomaly here to provide two separate dates for what is almost essentially the same purpose – i.e. obtaining consent of the shareholders for items which require their consent.
NCLT lays down some salient procedures to be followed while submitting documents during this covid season, when NCLT is taking up matters on video conferencing basis. It says written submissions have to be made, in brief by the appellant to the respondent and reply by respondent to the appellant also in brief in 5 to 10 lines only. Thereafter both parties will submit a joint memo of submissions, both parties giving out their respective reasons in short bullet points. This will enable faster clearance of cases in the NCLT.