Date: 2022-05-13Category: Not ApplicableState: Union GovernmentCountry: India
Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – for entities with listed non-convertible securities
**Summary:**
SEBI Circular SEBIHODDHSPCIR20220063, issued on May 13, 2022, provides further relaxation from certain compliance requirements outlined in the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, specifically for entities with listed non-convertible securities. This circular extends the relaxation, originally granted via circulars SEBIHOCFDCMD1CIRP202079 (May 12, 2020) and SEBIHOCFDCMD2CIRP202111 (January 15, 2021), regarding the dispatch of hard copies of annual reports and financial statements.
In alignment with the Ministry of Corporate Affairs (MCA) circular dated May 5, 2022, which extended the exemption from dispatching physical copies of financial statements for the year 2022, SEBI has decided to relax Regulation 58(1)(b) of the Listing Regulations until December 31, 2022. This regulation mandates that entities with listed non-convertible securities 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 their email addresses.
This circular takes effect immediately. Stock Exchanges are instructed to inform all entities with listed non-convertible securities about these provisions and to disseminate the information on their websites.
The circular is issued under the authority granted by Section 11(1) of the Securities and Exchange Board of India Act, 1992, and Regulation 101 of the Listing Regulations.
For further information, contact Pradeep Ramakrishnan, General Manager, Department of Debt and Hybrid Securities at pradeepr@sebi.gov.in or +91 022 2644 9246.
Key Entities Referenced
Securities and Exchange Board of India: Regulatory body for securities and commodity market in India.
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015: Regulations pertaining to listing obligations and disclosure requirements mandated by SEBI.
Ministry of Corporate Affairs: Government of India ministry responsible for administration of the Companies Act 2013 and other laws related to companies.
MCA Circular dated May 5, 2022: Circular issued by the Ministry of Corporate Affairs regarding relaxation from dispatching physical copies of financial statements.
Companies Act, 2013: An Act of the Parliament of India that regulates incorporation, operation and winding up of companies.
Nonconvertible Securities: Debt instruments that cannot be converted into equity shares.
Regulation 58 1b of the Listing Regulations: A specific regulation within the SEBI Listing Regulations related to sending hard copies of statements to holders of nonconvertible securities.
Securities and Exchange Board of India Act, 1992: An Act of the Parliament of India to protect the interests of investors in securities and to promote the development of, and to regulate, the securities market.
CIRCULAR
SEBI/HO/DDHS/P/CIR/2022/0063 May 13, 2022
To,
Issuers who have listed Non-convertible Securities; and
Recognised Stock Exchanges
Madam/ Sir,
Sub: Relaxation from compliance with certain provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
1. SEBI vide Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020
had, inter-alia, relaxed certain provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) related to
dispatch of hard copy of Annual Report to debenture holders, pursuant to
relaxations granted by the Ministry of Corporate Affairs (MCA). Thereafter, vide
Circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, the
said relaxations were extended till December 31, 2021.
2. Subsequently, MCA vide Circular dated May 5, 2022, has extended the relaxations
from dispatching of physical copies of financial statements for the year 2022 (i.e.
till December 31, 2022).
3. Considering the above, it has been decided to provide relaxation up to December
31, 2022, from the requirements of Regulation 58 (1)(b) of the Listing Regulations
which prescribes that an entity with listed non-convertible securities shall send a
hard copy of 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 registered their email
address(es) either with the listed entity or with any depository.
4. This Circular shall come into force with immediate effect. The 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.
5. 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 Listing Regulations.
Yours faithfully,
Pradeep Ramakrishnan
General Manager
Department of Debt and Hybrid Securities
+91 – 022 2644 9246
pradeepr@sebi.gov.in
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