On October 3, 2024, SEBI issued a circular extending the relaxation for listed entities from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations). Initially provided for AGMs and general meetings held electronically until September 30, 2024, the relaxation has now been extended until September 30, 2025. This extension aligns with the Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated September 19, 2024, which allows AGMs to be conducted without sending physical copies of financial statements and related documents to shareholders. SEBI reiterated that listed entities must comply with specific conditions outlined in the Master Circular of July 2023 while availing these relaxations. The circular emphasizes that these relaxations are granted under SEBI’s powers and are subject to the Companies Act, 2013, and any related modifications.
Securities and Exchange Board of India
Circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 Dated: October 3, 2024
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, vide circular dated October 7, 2023, had relaxed the applicability of regulation 36(1)(b) of the of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“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, 2024 based on the relaxations provided by MCA vide General Circular no. 09/2023 dated September 25, 2023.
2. Recently, MCA, vide General Circular No. 09/2024 dated September 19, 2024, 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, 2025. 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, 2025.
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 dated July 11, 2023 on compliance with the provisions of the LODR Regulations while availing the relaxations specified 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, as modified from time to time.
6. This Circular is available at 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
[email protected]
