**Summary:**
SEBI Circular SEBI/HOCFDCFD/PoD-2/CIR/2023/167, dated October 7, 2023, extends certain relaxations regarding compliance with the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations, 2015. Specifically, the circular extends the relaxation from compliance with regulation 36(1)(b) of the LODR Regulations for Annual General Meetings (AGMs) and regulation 44(4) of the LODR Regulations for general meetings held in electronic mode, previously extended until September 30, 2023, to now be applicable for AGMs held until September 30, 2024. This extension is in response to MCA General Circular No. 09/2023, dated September 25, 2023, which extended the relaxation from sending physical copies of financial statements for AGMs conducted until September 30, 2024, and representations received by SEBI. Listed entities must ensure compliance with the conditions stipulated in paragraphs 5.1 and 5.2 of section VI(J) of chapter VI of the SEBI Master Circular dated July 11, 2023, while availing these relaxations. This circular is issued under Section 11(1) of the Securities and Exchange Board of India Act, 1992, read with Regulation 101 of the LODR Regulations and is subject to the provisions of the Companies Act, 2013. The circular is available on the SEBI website under the Legal/Circulars section. Contact Raj Kumar Das, Deputy General Manager, Corporation Finance Department, Policy and Development at rajkd@sebi.gov.in or +91 22 26449253 for further information.
Key Entities Referenced
Securities and Exchange Board of India (SEBI): The regulatory body issuing the circular and responsible for securities market regulation in India.
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015: A set of regulations issued by SEBI that listed entities must comply with regarding their obligations and disclosures.
Master Circular dated July 11, 2023: A SEBI circular providing guidance on compliance with the LODR Regulations, 2015.
Annual General Meetings (AGMs): Yearly meetings of shareholders of listed entities.
Regulation 36(1)(b) of the LODR Regulations: Regulation pertaining to Annual General Meetings.
Regulation 44(4) of the LODR Regulations: Regulation pertaining to general meetings in electronic mode.
Ministry of Corporate Affairs (MCA): Government ministry that regulates corporate affairs in India.
Companies Act, 2013: The primary law governing companies in India.
CIRCULAR
SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 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
Page 1 of 2Regulations 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 “LegalCirculars”.
Yours faithfully,
Raj Kumar Das
Deputy General Manager
Corporation Finance Department
Policy and Development – 2
+91-22-26449253
rajkd@sebi.gov.in
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