Request to Waive Dispatch of Physical Notice, Annual Report & Proxy Form for General Meetings of Listed Entities

The Institute of Company Secretaries of India (ICSI) has submit-ted a request to the Securities and Exchange Board of India (SEBI) to eliminate the require-ment for sending physical copies of Notices, Annual Reports, and Proxy forms for General Meetings of Listed Entities. Citing various SEBI and Ministry of Corporate Affairs (MCA) circu-lars, the ICSI highlights previous relaxations that allowed companies to conduct Annual General Meetings (AGMs) through electronic means and send financial statements via email due to difficulties in physical dispatch. The request references SEBI’s October 2023 and July 2023 circulars, which provided relaxations for physical documentation requirements for AGMs and general meetings until September 30, 2024. Additionally, it notes MCA General Circular No. 09/2024, which permits AGMs to be conducted through video conferencing or postal ballot until September 30, 2025. The ICSI emphasizes that dispensing with physical document dis-patch will not only facilitate ease of doing business but also contribute to environmental sustainability by reducing paper waste. The organization expresses its willingness to provide fur-ther information if needed.
THE INSTITUTE OFCompany Secretaries of IndiaIN PURSUIT OF PROFESSIONAL EXCELLENCEStatutory body under an Act of Parliament(Under the jurisdiction of Ministry of Corporate Affairs)
ICSI:PP&FS:2024 September 25, 2024
Shri S V Murali Dhar RaoExecutive DirectorCorporation Finance DepartmentSecurities and Exchange Board of India
Respected Sir,
Sub: Request to dispense with the requirement for dispatch of physical copy of Notice and Annual Report and Proxy forms with respect to General Meetings of Listed Entities
This has reference to the various Circulars issued by the MCA & SEBI w.r.t granting of relaxations for holding General Meetings in physical form and dispensing of the requirement of sending physical copies of Annual Reports and notices to the stakeholders, details of which are as under for quicker reference:

SLNo.
Circular
Particulars

Securities & Exchange Board of India (SE-RI)

1.
SEBI Circular No. SEBI/HO/CFD/CFD- PoD-2/P/CIR/2023/167 dated October 07, 2023
Relaxation from sending physical copies of financial statements (including Board’s report, Auditor’s report or other documents required to be attachedtherewith) to the shareholders, for the AGMs conducted till September 30, 2024.

2.
SEBI Master Circular dated July 11, 2023 on compliance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) (LODR) Regulations, 2015 by listed entities- (Section VI-J of the Master Circular).
Relaxed the applicability of regulation 36(1)(b) of the LODR Regulations for Annual General Meetings (AGMs) and regulation 44(4) of the LODR Regulations for general meetings (in electronic mode) held till September 30, 2023.

Ministry of Corporate Affairs (MCA)

1.
General Circular No. 09/2024 dated September 19,2024
Allowed companies whose Annual General Meetings (AGM) and EGM are due in the year 2024 or 2025, to conduct their AGMs through video Con-ference (VC) or other Audio-Visual Means (OAVM) or transact items through postal ballot in accordance with framework provided in the aforesaid Circulars up to September 30, 2025 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated May 5, 2020

Para 3 (A) (III) of the MCA Circular dated May 5, 2020
In view of the prevailing situations, owing to the difficulties involved in dispatching of physical copies of the Financial Statements (including Board’s Report, Auditors Report or other documents to be attached herewith), such statements shall be sent only by email to the members, trustees for the debenture-holder of any debentures issued by the Company, and to all other persons so entitled.

Para 4 of the MCA Circular dated May 5, 2020
Other Compliances associated with the provisions relating to general meeting viz. making of disclosures, inspection of related documents/ registers by members, or authorisations for voting by bodies corporate, etc. as provided in the Act and the Articles of association of the Company are made through electronic mode.

We, further, wish to draw your kind attention towards the recommendations of the SEBI Expert Committee for facilitating ease of doing business and harmonization of the provisions of ICDR and LODR regulations wherein it has been recommended to do away with the requirements to send annual reports to shareholders and proxy forms for general meetings held virtually.
In the above backdrop, we humbly request your goodself to kindly consider our submissions to dispense with the requirements of dispatching physical copies of Notices and Annual Reports to the stakeholders. Further, this will be an environment friendly initiative which will save enormous paper to be wasted afterwards.
We shall be pleased to provide any further information in this regard on hearing from your goodself.
Thanking You,
Yours faithfully
(CS B Narasimhan)President, The ICSI