THE INSTITUTE OF Company Secretaries of India

20th March, 2020

Dear Professional Colleague,

Subject: Facilitation measures undertaken by Regulatory Authorities

Developments arising due to the spread of the COVID-19 virus have warranted the need for temporary relaxations in compliance requirements and other facilitation measures. The measures undertaken by both, the Ministry of Corporate Affairs and the Securities and Exchange Board of India are placed hereinbelow:

A. Measures undertaken by the Ministry of Corporate Affairs:

We appreciate the efforts of the Ministry of Corporate Affairs (MCA) for taking into account the submissions made by the ICSI and while taking cognizance of the gravity of the public health situation, relaxing the rules with respect to Meetings of Board and allowing for transaction of restricted matters through Video Conferencing upto 30th June, 2020.

The notification containing the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 is available at:

https://taxguru.in/company-law/companies-meetings-board-powers-amendment-rules-2020.html

Companies/LLPs being major employers are expected and strongly advised to put in place immediate plan to implement the “Work from home” policy as a temporary measure till 31st March, 2020 in their headquarters and field offices to the maximum extent possible including by conduct of meetings through video conference or other electronic / telephonic /computerised means.

Also, to generate awareness and confidence, the MCA is in the process of developing and deploying a simple web form for companies/LLPs to confirm their readiness to deal with the COVID-19 threat. The web form named CAR (Company Affirmation of Readiness towards COVID-19)is required to be filed by an authorized signatory of Companies and LLPs. The form will be deployed on 23rd March, 2020. The companies and LLPs are required to report compliance of the same on the 23rd March, 2020.

The information is available at http://www.mca.gov.in/

B. Relaxations under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

SEBI has decided to grant the following relaxations from compliance stipulations specified under the SEBI (LODR) Regulations, 2015 to listed entities through its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 which shall come into force with immediate effect.

a. Extension of timeline for filings:

Regulation and associated filing Due Date Extended Date
Regulation 7(3): Compliance Certificate on share transfer facility April 30, 2020 May 31, 2020
Regulation 13(3): Statement of Investor complaints April 21, 2020 May 15, 2020
Regulation 24A: Secretarial Compliance report May 30, 2020 June 30, 2020
Regulation 27(2): Corporate Governance report April 15, 2020 May 15, 2020
Regulation 31: Shareholding Pattern April 21, 2020 May 15, 2020
Regulation 33 Relating to Financial Results (Quarterly) May 15, 2020 June 30, 2020
Regulation 33 relating to Financial Results (Annually) May 30, 2020 June 30, 2020

b. Relaxation of time gap between two board / Audit Committee 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. However the board of directors / Audit Committee shall ensure that they meet atleast four times a year, as stipulated under regulations 17(2) and 18(2)(a) of the LODR.

The circular is available at:  https://taxguru.in/sebi/sebi-relaxes-certain-listing-regulation-due-covid-19-virus.html

Regards,

(CS Ashish Garg)
President
The Institute of Company Secretaries of India

More Under CA, CS, CMA

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