SEBI further extends relaxations with regard to sending physical copies of annual report to shareholders and proxy requirement for general meetings held through electronic mode under the LODR Regulations till 31st December, 2022

Last Updated 17 May 2022

Pursuant to the relaxations granted by the Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”), through a Circular dated 13th May, 2022 has granted extension to Listed Companies for sending physical copies of annual report to shareholders and requirement of proxy for general meetings held through electronic mode under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 till 31st December, 2022 from 31st December, 2021.

Source: Securities and Exchange Board of India

Updated on 18 January 2021

Pursuant to the relaxations granted by the Ministry of Corporate Affairs (“MCA”), the Securities and Exchange Board of India (“SEBI”), through a Circular dated 15th January, 2021 has extended the time for sending physical copies of annual report to shareholders and requirement of proxy for general meetings held through electronic mode under the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 till 31st December, 2021.

Background:

Through a Circular dated 31st December, 2020 the Ministry of Corporate Affairs (“MCA”) has further extended relaxations to companies to conduct their Extraordinary General Meeting (EGM) through Video Conferencing (VC) or through other audio-visual means (OAVM) upto 30th June, 2021. Further, through another Circular dated January 13, 2021, MCA has also extended these relaxations to Annual General Meeting (AGMs) of companies due in the year 2021 (i.e. till 31st December, 2021).

In light of these extensions granted by MCA, SEBI has granted the present extension to listed companies in continuation to the earlier relaxations granted till 31st December, 2020 under Paras 3 to 6 of the Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May, 2020. The extensions/ relaxations are with regard to sending physical copies of annual report to shareholders and  requirement of proxy for  general meetings held through electronic mode (please refer to the trail mail for details).

Source: Securities and Exchange Board of India

Updated on 15 May 2020

Owing to the Covid-19 pandemic, in a Circular dated 12th May 2020, the Securities and Exchange Board of India (“SEBI”) has rolled out the following additional relaxations in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015:

1. Requirement of sending physical copies of annual report to shareholders: Regulation 36 (1)(b) and (c) of the LODR prescribes that a listed entity shall send a hard copy of the statement containing salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email addresses and hard copies of full annual reports to those shareholders, who request for the same, respectively. However, now, these provisions have been relaxed for listed entities who conduct their AGMs during the calendar year 2020 i.e. till 31st December 2020. (Note: This relaxation is granted in view of the relaxation given by the Ministry of Corporate Affairs for conducting AGM and EGM through electronic mode).

2. Requirement of proxy for general meetings: Regulation 44 (4) of the LODR specifies that the listed entity shall send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against a resolution. This requirement is relaxed temporarily taking into consideration that meetings will be held through electronic mode only. (Note: This relaxation is available for listed entities who conduct their AGMs through electronic mode during the calendar year 2020 (i.e. till December 31, 2020).

3. Requirement of dividend warrants/cheques: Regulation 12 of the LODR prescribes issuance of ‘payable at par’ warrants or cheques which can also be sent by speed post. This provision will be applicable on normalization of postal services. However, in cases where email addresses of shareholders are available, listed entities shall endeavour to obtain their bank account details and use the electronic modes of payment specified in Schedule I of the LODR.

4. Relaxation from publication of advertisements in the newspapers: SEBI, vide circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/48 dated March 26, 2020 had exempted publication of advertisements in newspapers, as required under regulation 47, for all events scheduled till May 15, 2020, since some newspapers had stopped their print versions due to CoVID-19 pandemic. In view of the continuing lockdown and the resultant bottlenecks relating to print versions of newspapers, the aforesaid exemptions from publication of advertisements in newspapers are extended for all events scheduled till June 30, 2020.

5. Relaxation from publishing quarterly consolidated financial results under regulation 33(3)(b) of the LODR for certain categories of listed entities: As per regulation 33(3)(b) of the LODR, in case a listed entity has subsidiaries, the listed entity shall submit quarterly/year-to-date consolidated financial results. However, with regard to this, SEBI has received representations stating the difficulties faced by the companies. In view of the representations, the following has been decided;

1. 1. Listed entities which are banking and / or insurance companies or having subsidiaries which are banking and / or insurance companies may submit consolidated financial results under regulation 33(3)(b) for the quarter ending June 30, 2020 on a voluntary basis. However, they shall continue to submit the standalone financial results as required under regulation 33(3)(a) of the LODR.
   2. If such listed entities choose to publish only standalone financial results and not consolidated financial results, they shall give reasons for the same.

Please note that this Circular shall come into force with immediate effect.

Background:

In view of the pandemic, SEBI has earlier issued certain relaxations to the listed companies through various Circulars. In addition to those relaxations, the present Circular is issued by SEBI granting further relaxations.

For further details, please refer to the hyperlink below.

Source: Securities and Exchange Board of India