In a bid to streamline corporate governance and promote eco-friendliness, The Institute of Company Secretaries of India (ICSI) has submitted a formal request to the Securities and Exchange Board of India (SEBI). The request seeks to dispense with the requirement for the dispatch of physical copies of notices and annual reports concerning general meetings of listed entities that have listed their non-convertible securities under Regulation 58 (1) of the SEBI (LODR) Regulations, 2015. This initiative aligns with recent regulatory relaxations and aims to reduce paper consumption and associated costs.
Regulatory Background: ICSI’s request is rooted in recent regulatory developments. The Ministry of Corporate Affairs (MCA) issued General Circular No. 09/2023 on September 25, 2023, allowing companies to conduct their general meetings through Video Conferencing (VC) or Other Audio-Visual Means (OAVM). This circular also relaxed the requirement of sending physical copies of annual reports to shareholders.
SEBI’s Previous Relaxation: SEBI had previously addressed this issue in Circular No.: SEBI/HO/DDHS/DDHS-ACPOD1/P/C112/2023/001, dated January 5, 2023. It provided relaxation until September 30, 2023, concerning the requirements of Regulation 58 (1)(b) of the Listing Regulations. This regulation stipulates that entities with listed non-convertible securities must send hard copies of statements to holders who have not registered their email addresses.
ICSI’s Request: In light of these regulatory shifts and in the interest of promoting environmental sustainability, ICSI has submitted its formal request to SEBI. The request urges SEBI to waive the necessity of dispatching physical copies of notices and annual reports for entities listed under Regulation 58 (1) of the SEBI (LODR) Regulations, 2015. This proposed initiative not only aligns with recent regulatory relaxations but also emphasizes the importance of conserving paper and reducing waste.
Environmental Considerations: ICSI highlights the environmental benefits of this proposed change. Reducing paper consumption in corporate communications is not only cost-effective but also eco-friendly. The initiative aligns with global efforts to reduce the carbon footprint associated with traditional paper-based processes.
Conclusion: ICSI’s request to SEBI to dispense with the requirement for the physical dispatch of notices and annual reports for entities listed under Regulation 58 (1) of the SEBI (LODR) Regulations, 2015, represents a step toward modernizing corporate governance practices and embracing eco-friendly alternatives. This initiative, in line with recent regulatory relaxations, has the potential to significantly reduce paper waste and administrative burdens, ultimately contributing to a more sustainable and efficient corporate ecosystem. As SEBI considers this request, it remains to be seen how such changes may impact corporate practices and environmental sustainability in the Indian business landscape.
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THE INSTITUTE OF
Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of Parliament
(Under the jurisdiction of Ministry of Corporate Affairs)
ICSI: PP&FS:2023 Dated: October 3, 2023
Shri Pramod Rao
Executive Director
Department 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. 09/2023 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 are as under for ready reference:
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SL No. |
Circular | Particulars | ||
| Ministry of Corporate Affairs (MCA) | ||||
| 1. | General Circular No. 09/2023 dated September 25, 2023 | Allows companies whose AGMs are due in the year 2023 or 2024, to conduct their AGMs through VC or OAVM on or before 30th September, 2024 in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 05th May, 2020. |
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| 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. |
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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 authorizations 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) | ||||
| 2. | SEBI Circular No. Circular No.: SEBI/HO/DDHS/DDHS-ACPOD1/P/C112/2023/001 Dated 05.01.2023 | 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 | ||
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 Manish Gupta)
President, The ICSI
