**Summary:**
This circular, issued by the Securities and Exchange Board of India (SEBI) on October 6, 2023, provides a limited relaxation from compliance with Regulation 58(1)(b) of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. Regulation 58(1)(b) mandates that listed entities send hard copies of statements containing salient features of documents specified in Section 136 of the Companies Act, 2013, to holders of non-convertible securities who have not registered.
This relaxation, which was previously granted and extended through various SEBI circulars (SEBI/HO/CFD/CMD1/CIR/P/2020/79, SEBI/HO/CFD/CMD2/CIR/P/2021/11, SEBI/HOD/DHS/CIR/2022/0063 and SEBI/HOD/DHS/RACPOD1/CIR/P/2023/001), is being further extended until September 30, 2024. This decision aligns with a similar relaxation granted by the Ministry of Corporate Affairs (MCA) via circular dated September 25, 2023, which pertains to the dispatch of physical copies of financial statements, including board reports, auditor's reports, and other related documents.
The circular is effective immediately and issued under the authority granted by Section 11(1) of the Securities and Exchange Board of India Act, 1992, in conjunction with Regulation 101 of the SEBI Listing Regulations. Stock exchanges are instructed to disseminate the circular's provisions to all entities with listed non-convertible securities and publish it on their websites.
For further information, contact Pradeep Ramakrishnan, General Manager, Department of Debt and Hybrid Securities, at 91 022 2644 9246 or via email at pradeepr@sebi.gov.in.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): Regulatory body for securities market in India
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015: Regulations pertaining to listing obligations and disclosure requirements by listed entities
Companies Act, 2013: Indian legislation governing company law
Ministry of Corporate Affairs (MCA): Government body responsible for administration of the Companies Act 2013 and other related laws and regulations
Section 11(1) of the Securities and Exchange Board of India Act, 1992: Section of the act that confers powers to SEBI
Regulation 101 of the SEBI Listing Regulations: Regulation regarding the extent of applicability of SEBI Listing Regulations
Non-Convertible Securities: Debt instruments that cannot be converted into equity shares
Pradeep Ramakrishnan: General Manager, Department of Debt and Hybrid Securities at SEBI
CIRCULAR
SEBI/HO/DDHS/P/CIR/2023/0164 October 06, 2023
To
Issuers who have listed Non-Convertible Securities
Recognised Stock Exchanges
Madam/ Sir,
Sub: Limited relaxation from compliance with certain provisions of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
1. Regulation 58(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") provides that a listed entity shall
send a hard copy of the 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 so
registered.
2. SEBI, vide Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020,
relaxed the aforesaid provisions pursuant to relaxations by the Ministry of
Corporate Affairs (MCA) vide Circular dated May 5, 2020. Thereafter, further
extensions were granted by SEBI pursuant to MCA relaxations vide:
a) Circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, till
December 31, 2021;
b) Circular no. SEBI/HO/DDHS/P/CIR/2022/0063 dated May 13, 2022 up to
December 31, 2022 and
c) Circular no. SEBI/HO/DDHS/RACPOD1/CIR/P/2023/001 dated January 05,
2023 up to September 30, 2023.
3. MCA vide circular dated September 25, 2023, has, inter-alia, extended the
relaxation from dispatching of physical copies of the financial statements
(including Board’s report, Auditor’s report or other documents required to be
attached therewith) up to September 30, 2024.
4. Consequently, it has been decided to relax, up to September 30, 2024, the
requirements of regulation 58 (1)(b) of the SEBI Listing Regulations.
5. This Circular shall come into force with immediate effect.
Page 1 of 26. Stock Exchanges are advised to bring the provisions of this circular to the notice
of all entities with listed non-convertible securities and disseminate on their
websites.
7. The 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 SEBI Listing Regulations.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9246
pradeepr@sebi.gov.in
Page 2 of 2