ICSI Urges SEBI to Waive Notice & Report Dispatch for Debt-Listed Entities

The Institute of Company Secretaries of India (ICSI) has formally approached the Securities and Exchange Board of India (SEBI) with a request to eliminate the obligation of dispatching physical copies of notices and annual reports pertaining to general meetings of listed entities that have listed their non-convertible securities under Regulation 58(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background

ICSI’s request stems from recent circulars issued by the Ministry of Corporate Affairs (MCA) and SEBI. MCA’s General Circular No. 09/2023, dated September 25, 2023, granted companies the flexibility to conduct their annual general meetings (AGMs) through video conferencing (VC) or other audio-visual means (OAVM). This relief was extended to AGMs scheduled for 2023 or 2024, allowing them to be held on or before September 30, 2024, in accordance with the requirements outlined in Para 3 and Para 4 of the General Circular No. 20/2020, dated May 5, 2020.

The MCA Circular acknowledged the challenges of sending physical copies of financial statements, including board reports, auditors’ reports, and related documents, particularly in the prevailing circumstances. It recommended that these statements be electronically transmitted to eligible recipients, including members, trustees for debenture-holders, and others entitled to them.

SEBI, through Circular No. SEBI/HO/DDHS/DDHS-ACPOD1/P/C112/2023/001, dated January 5, 2023, granted relaxation until September 30, 2023, regarding Regulation 58(1)(b) of the Listing Regulations. This regulation mandates that entities with listed non-convertible securities dispatch hard copies of statements containing the salient features of specified documents to holders of these securities who have not registered their email addresses with the listed entity or any depository.

ICSI’s Appeal

Given these developments and in line with environmental considerations related to paper consumption, ICSI has submitted an official request to SEBI. Their appeal aims to remove the necessity of sending physical copies of notices and annual reports to stakeholders of entities that have listed their non-convertible securities under Regulation 58(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This step aligns with the broader goal of promoting environmental sustainability by reducing paper waste.

ICSI is prepared to offer further information and support as required, pending SEBI’s response and decision.

The outcome of this request by ICSI will significantly impact listed debt entities within the specified category. It has the potential to streamline reporting processes while contributing to environmental conservation by reducing paper usage.

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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:

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