On October 07, 2023, the Securities and Exchange Board of India (SEBI) issued Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167. This circular addresses listed entities and recognized stock exchanges regarding relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations).
Background: SEBI had previously issued a Master Circular on July 11, 2023, which relaxed certain provisions of the LODR Regulations for listed entities. These relaxations were related to regulation 36(1)(b) concerning Annual General Meetings (AGMs) and regulation 44(4) concerning general meetings held electronically. These relaxations were initially applicable until September 30, 2023.
Extension by MCA: The Ministry of Corporate Affairs (MCA) issued General Circular No. 09/2023 on September 25, 2023, extending the relaxation for sending physical copies of financial statements to shareholders for AGMs conducted until September 30, 2024. SEBI received requests to extend the relaxations mentioned in point 1.
SEBI’s Decision: In consideration of the extension by the MCA and the representations received, SEBI has decided to extend the relaxations mentioned in point 1 above until September 30, 2024.
Compliance Conditions: It is emphasized that listed entities must ensure compliance with the conditions specified in section VI-J of the Master Circular, specifically at para 5.1 and 5.2, while availing the extended relaxations.
Legal Authority: This Circular is issued under the authority of Section 11(1) of the Securities and Exchange Board of India Act, 1992, in accordance with Regulation 101 of the LODR Regulations. It is important to note that the relaxations provided in this Circular are subject to the provisions of the Companies Act, 2013, and the rules made thereunder.
Access to Circular: The full text of this Circular is available on the SEBI website at www.sebi.gov.in under the “Legal → Circulars” section.
Conclusion: SEBI’s Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167, dated October 07, 2023, extends the relaxations from compliance with specific provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This extension, until September 30, 2024, aligns with the Ministry of Corporate Affairs’ decision to extend the relaxation regarding the physical distribution of financial statements to shareholders for AGMs. Listed entities must adhere to the specified conditions while availing these relaxations. It is crucial for affected entities to stay updated with SEBI’s circulars and ensure compliance with the applicable regulations and extensions.
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Securities and Exchange Board of India
Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 | Dated: October 07, 2023
To,
All listed entities that have listed their specified securities
All Recognized Stock Exchanges
Madam / Sir,
Sub: Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Reg.
1. SEBI Master Circular dated July 11, 2023 on compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015 by listed entities (“Master Circular”) inter-alia 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 (section VI-J of the Master Circular).
2. MCA, vide General Circular No. 09/2023 dated September 25, 2023, has extended the relaxation from sending physical copies of financial statements (including Board’s report, Auditor’s report or other documents required to be attached therewith) to the shareholders, for the AGMs conducted till September 30, 2024. SEBI has also received representations to extend the relaxations mentioned at para 1 above.
3. In view of the above, it has been decided to extend the relaxations mentioned at para 1 above till September 30, 2024.
4. It is reiterated that the listed entities shall ensure compliance with the conditions stipulated at para 5.1 and 5.2 of section VI-J of chapter VI of the Master Circular while availing the relaxations provided above.
5. This Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with Regulation 101 of the LODR Regulations and the relaxations contained herein are subject to the provisions of the Companies Act, 2013 and rules made thereunder.
6. This Circular is available at www.sebi.gov.in under the link “Legal → Circulars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Policy and Development – 2
+91-22-26449253
rajkd@sebi.gov.in
