The Institute of Company Secretaries of India (ICSI) has addressed a letter to Shri S V Murali Dhar Rao, the Executive Director of the Corporation Finance Department at the Securities and Exchange Board of India (SEBI). The letter pertains to the request for the elimination of the requirement to dispatch physical copies of notices and annual reports for general meetings of listed entities.
Context of Recent Circulars: The ICSI’s request is grounded in the context of recent circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI. MCA’s General Circular No. 09/2023, dated September 25, 2023, permits companies to conduct their annual general meetings (AGMs) through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) and relaxes the requirement of sending physical copies of the annual report to shareholders.
SEBI Relaxations: SEBI has also extended relaxation measures regarding the dispatching of hard copies of the Annual Report to shareholders (Regulation 36(1)(b)) and the sending of proxy forms when general meetings are held through electronic mode only (Regulation 44(4)). These relaxations were applicable until September 30, 2023.
ICSI’s Plea: ICSI respectfully requests SEBI to consider their submission for dispensing with the requirement of sending physical copies of notices and annual reports to stakeholders. This plea is rooted in environmental concerns, as moving away from physical copies would contribute to sustainability and reduce paper waste.
Environmentally Friendly Initiative: Emphasizing that the proposed measure is environmentally friendly, ICSI underscores the significant paper-saving potential of this initiative. By avoiding the printing and dispatch of physical documents, the initiative aligns with broader sustainability goals.
Readiness to Assist: The letter concludes by expressing ICSI’s readiness to provide further information or clarification as necessary.
Conclusion: ICSI’s request for the elimination of physical copies of notices and annual reports for general meetings of listed entities is consistent with the evolving landscape of corporate governance and sustainability. By aligning with the recent relaxations from MCA and SEBI, the move not only reduces paper waste but also contributes to a more environmentally responsible approach to corporate governance. The appeal to SEBI seeks to harmonize regulations with the changing times, promoting efficiency and sustainability in corporate practices.
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Institute of Company Secretaries of India
ICSI: PP& FS:2023 Dated: September 27, 2023
Shri S V Murali Dhar Rao
Executive Director
Corporation Finance Department
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 and Proxy forms with respect to General Meetings of Listed Entities
This has reference to Circular issued by the MCA vide General Circular No. 09/2023 dated September 25, 2023 allowing companies to conduct their general meetings through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) and relaxations of the requirement of sending physical copies of Annual Report to the shareholders. 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 as under for ready reference:
| SI. No. | Circular | Particulars |
| Ministry of Corporate Affairs (MCA) | ||
| General Circular No. 09/2023 dated September 25, 2023 | Allow companies Whose AGMs are due in the year 2023or 2024 to conduct their AGMs through VC, or OAVM on or before 30th September, 2024 in accordance with the requirement laid down in para 3 and para 4 of the General Circular No. 20/2020 dated 05th May, 2020 | |
| Para 3 (A) (111) 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. |
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| 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. |
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| Securities & Exchange Board of India (SEBI) | ||
| SEBI Circular No. Circular No. SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 Dated 05.01.2023 | Relaxation upon September 30 2023 regarding requirements of;
(i) Dispatching of hard copies of Annual Report to the shareholders [Regulation 36(1) (b)]. (ii) Sending of proxy forms in case General Meeting held through electronic mode only. [Regulation 44(4)]. |
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In the about backdrop, we humbly request your goodself to kindly consider our submissions to dispense with the requirement 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 Manish Gupta
President
