Request to Waive Physical Notice & Annual Report Dispatch for General Meetings of Listed Entities with Non-Convertible Securities under SEBI (LODR) Regulations
On September 25, 2024, the Institute of Company Secretaries of India (ICSI) wrote to the Executive Director of the Securities and Exchange Board of India (SEBI) requesting the elimination of the requirement for listed entities to dispatch physical copies of Notices and Annual Reports for General Meetings concerning Non-convertible Securities under Regulation 58(1) of the SEBI (LODR) Regulations, 2015. This request follows a recent MCA circular that allows companies to conduct general meetings via Video Conferencing (VC) or Other Audio-Visual Means (OAVM) until September 30, 2025. The ICSI cited previous relaxations by SEBI concerning the dispatch of hard copies of reports and highlighted recommendations from the SEBI Expert Committee advocating for the removal of such requirements. The ICSI argued that dispensing with physical copies would not only ease compliance burdens for companies but also contribute to environmental sustainability by reducing paper waste. The letter emphasizes the need for this regulatory adjustment to enhance business efficiency and align with current digital practices.
Institute of Company Secretaries of India
ICSI: PP&FS:2024 September 25, 2024
Shri Pramod RaoExecutive DirectorDepartment of Debt and Hybrid Securities (DDHS)Securities and Exchange Board of India
Respected Sir,
Sub: Request to dispense with the requirement for dispatch of physical copy of Notice and Annual Report with respect to General Meetings of Listed Entities who have listed their Non-convertible Securities under Regulation 58 (1) of the SEBI (LODR) Regulations,2015
This has reference to Circular issued by the MCA vide General Circular No. 09/2024 dated September 19, 2024 allowing companies to conduct their general meetings through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). We also would like to refer to similar relaxation provided by SEBI with regard to dispatching the hard copies of the Annual Report to the shareholders, the details of which are as under for ready reference:
SI. No.
Circular
Particulars
Ministry of Corporate Affairs (MCA)
General Circular No. 09/2024 dated September 19,2024
Allowed companies whose Annual General Meetings (AGM) are due in the year 2024 or 2025, to conduct their AGMs through video Conference (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
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.
Securities & Exchange Board of India (SEBI)
SEBI Circular No..: SEBI/HO/DDHS/DDHS- ACPODUP/C1R/2023/001 dated January 5, 2023
Relaxation upto September 30, 2023 regarding requirements of Regulation 58 (1)(b) of the Listing Regulations which prescribes that an entity with listed non-convertible securities shall send a hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non-convertible securities who have not registered their email address(es) either with the listed entity or with any depository.
SEBI Circular No.: SEBI/HO/DDHS/P/CIR/2023/0164 dated October 06, 2023
Relaxation upto September 30, 2024 regarding requirements of Regulation 58 (1)(b) of the Listing Regulations which prescribes that an entity with listed non-convertible securities shall send a hard copy of statement containing the salient features of all the documents, as specified in Section 136 of Companies Act, 2013 and rules made thereunder to those holders of non-convertible securities who have not registered their email address(es) either with the listed entity or with any depository.
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 of the Entities who have listed their Non- convertible Securities under Regulation 58 (1) of the SEBI (LODR) Regulations, 2015. 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
