Recent amendment in SEBI regulations due to covid-19 pandemic

CS Divya Panchal 25 Apr 2020 1,932 Views 0 comment Print SEBI | Articles

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In view of the developments arising due to the spread of the COVID-19 pandemic, a need for temporary relaxations in compliance with certain deadlines in various SEBI Regulation is warranted by the Board, due to the prevailing travel restrictions and various other logistical challenges. The details of the reliefs provided by SEBI to listed entities in reference to compliance requirements are explained here under:

Regulation	Existing Timelines/ Due Date	Relaxation	Clarification
Regulation 44(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Top 100 listed entities by market capitalization to hold their Annual General Meeting AGM) within a period of five months from the date of the financial year	Top 100 listed entities by market capitalization whose financial year ended on December 31, 2019 may hold their within a period of nine months from the closure of the financial year (i.e., by September 30, 2020)	–
Regulation 24(i)(f) of SEBI (Buy-back of Securities) Regulations, 2018	Companies shall not raise further capital for a period of one year from the expiry of buyback period, except in discharge of their subsisting obligations	To enable relatively quicker access to capital “one year”shall be read as “six months”in the said regulation	This relaxation will be applicable till December 31, 2020
Regulation 86(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2018	The minimum subscription to be received in the issue shall be at least ninety percent of the offer through the offer document.	The minimum subscription to be received in the issue shall be at least seventy-five per cent of the offer through the offer document.	If the issue is subscribed between 75% to 90%, issue will be considered successful subject to the condition that out of the funds raised at least 75% of the issue size shall be utilized for the objects of the issue other than general corporate purpose
Regulation 44(1), 85 and 140 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018	Public issue/rights issue may be opened within twelve months from the date of issuance of observations by SEBI	Validity of the SEBI Observations where the same have expired/will expire between March 1, 2020 and September 30, 2020 has been extended by 6 months, from the date of expiry of such observation.	An undertaking from lead manager of the issue Confirming compliance with Schedule XVI of the ICDR Regulations required while submitting the updated offer document to the Board
Schedule XVI (1) (f)(i) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018	Increase or Decrease in estimated fresh issue size by more than twenty percent of the estimated fresh issue size shall require fresh filing of the draft offer document along with fees	An issuer shall be permitted to increase or decrease the fresh issue size by up to 50% of the estimated issue size without requiring to file fresh draft offer document	(a) there has been no change in the objects of the issue (b) the lead manager undertakes that the draft offer document is in compliance with provisions of Regulation 7(1)(e) (c) the lead manager shall ensure that all appropriate changes are made to the relevant section of DRHP and an addendum, in this regard, shall be made public. This relaxation on change in fresh issue size shall be applicable for issues (IPO/ Rights Issues/ FPO) opening before December 31, 2020
Regulation 29 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Prior intimation about meetings of the board (excluding the date of the intimation and date of the meeting) as follows: at least 5 days before the meeting if financial results are to be considered 2 working days in other cases	Prior intimation of 5 days / 2 working days shall be reduced to 2 days for board meetings held till July 31, 2020
Regulation 39 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Listed entities to submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.	Any delay beyond the stipulated time will not attract penal Provisions.	This relaxation is for intimations to be made between March 1, 2020 to May 31, 2020
Regulations 30(1), 30(2) and 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011	Shareholders to compile, collate, and disseminate information of their consolidated shareholding as on March 31, 2020, to the company and the stock exchanges within seven working days from the end of the Financial year.	Due date of filing disclosures for the financial year ending March 31, 2020 extended till June 01, 2020
Regulation 47 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Publication in the newspapers, information notice of the board meeting, financial results etc.	Exemption has been given for publication of advertisements in newspapers as required under regulation 47 for all events scheduled till May 15, 2020
Regulation 40(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Certificate from Practicing Company Secretary on timely issue of share certificates required to be furnished within 1 month of the end of each half of the financial year	Due date extended from April 30, 2020 to May 31, 2020
Regulation 19(3A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The nomination and remuneration committee shall meet at least once in a year	Due date extended from March 31, 2020 to June 30, 2020
Regulation 20(3A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Stakeholders Relationship committee shall meet at least once in a year.	Due date extended from March 31, 2020 to June 30, 2020
Regulation 21(3A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Risk Management Committee shall meet at least once in a year	Due date extended from March 31, 2020 to June 30, 2020
Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Compliance certificate on share transfer facility required to be furnished within One month of the end of each half of the financial year	Due date extended from April 30, 2020 to May 31, 2020
Regulation 13(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Statement of Investor complaints required to be furnished within 21 days from the end of each quarter	Due date extended from April 21 , 2020 to May 15, 2020
Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with circular No CIR/CFD/CMD1/27/2019 dated February 8, 2019	Secretarial Compliance report required to be furnished 60 days from the end of the financial year	Due date extended from May 30 , 2020 to June 30, 2020
Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Corporate Governance report required to be furnished within 15 days from the end of the quarter	Due date extended from April 15 , 2020 to May 15, 2020
Regulation 31 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Shareholding Pattern required to be furnished 21 days from the end of the quarter	Due date extended from April 21 , 2020 to May 15, 2020
Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	Financial Results required to be furnished within 45 days from the end of the quarter for quarterly results & within 60 days from the end of Financial Year for Annual Financial Results	Due date extended from May 15, 2020 to June 30, 2020 for Quarterly reporting and from May 30, 2020 to June 30, 2020 for annual reporting requirement
Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The board of directors shall meet at least four times a year, with a maximum time gap of one hundred and Twenty days between any two meetings.	The board of directors and Audit Committee of the listed entity are exempted from observing the maximum stipulated time gap between two meetings for the meetings held or proposed to be held between the period December 1, 2019 and June 30, 2020.	Board of directors / Audit Committee shall ensure that they meet At least four times a year, as stipulated under regulations 17(2) and 18(2)(a) of the LODR
Regulation 18(2)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015	The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings