Article explains about 6 Recent Important Amendments in June 2020 under SEBI Law which includes Further extension of time for submission of Annual Secretarial Compliance Report by listed entities, Guidelines for Order to trade ratio (OTR) for Algorithmic trading, Further extension of time for submission of financial results for quarter/half year/financial year ending 31st March 2020, Temporary relaxation in processing of documents pertaining to FPI, Allowing to Conduct meeting of unitholders of InvITs and REITs through Video Conferencing or other Audio-Video Means and Relaxation in timelines for Compliance with regulatory requirements.

1. Further extension of time for submission of Annual Secretarial Compliance Report listed entities to continuing impact of the CoVID-19 Pandemic.

Relevant date: 25th June 2020

Introduced by: SEBI Circular dated 25th June 2020

What is new?

In accordance with the section 11(1) of the SEBI, 1992 & Regulation 101 of LODR Regulations.

As per the SEBI Circular it has been further decided to extend the timeline for submission of the Annual Secretarial Compliance Report by one more month, to July 31, 2020.

i.e. from 30th June 2020 to 31st July 2020

2. Guidelines for Order to trade ratio (OTR) for Algorithmic trading.

Relevant date: 24th June 2020

Introduced by: SEBI Circular 24th June 2020

What is new?

1. Stock exchanges may permitted to introduce additional slabs upto from OTR of 500 to OTR of 2000 and for OTR more than 2000.

2. Such slabs can be introduced with deterrent incremental penalty

3. On the third instance of OTR being 2000 or more, in last 30 days, the concerned member shall not be permitted to place any orders for the first 15 minutes on the next trading day as a cooling off action.

3. Further extension of time for submission of financial results for quarter/half year/financial year ending 31st March 2020 due to the continuing impact of the CoVID-19 Pandemic.

Relevant date: 24th June, 2020

Introduced by: SEBI Circular dated 24th June 2020

What is new?

Relevant Provisions : Regulations 33 & 52 of the SEBI (LODR) Regulations 2015.

As per the circular, it has been decided to further extend the timeline for submission of financial results under Regulations 33 of LODR Regulations, by a month, to July 31, 2020, for the quarter and the year ending 31st march.

Similarly the timeline under Regulation 52 of the LODR for submission of half yearly and/or annual financial results for period ending on 31st March 2020 for entities that have listed NCDs, NCRPs, CPs, MDs is also extended to 31st July 2020.

4. Temporary relaxation in processing of documents pertaining to FPI due to CoVID-19

Relevant Date: 23rd June 2020

Introduced by: SEBI Circular dated 23rd June 2020

What is new?

Relevant Provisions: Section 11 of the SEBI Act, 2020 & Rule 9 of the Prevention of Money- Laundering (Maintenance of Records) Rules, 2005.

Purpose:

1. To protect the interest of investors in securities.

2. To promote the development of and to regulate the securities market.

As per the circular it has been decided that the temporary relaxations shall be extended to August 31st, 2020.

5. Conducting meeting of unitholders of InvITs and REITs through Video Conferencing or other Audio-Video Means

Relevant date: 22nd June 2020

Introduced by: SEBI Circular dated 22nd June 2020

What is new?

Relevant Provisions:

Regulation 22 of SEBI (InvIT) Regulations, 2014 which provides for holding annual meeting of all unitholders not less once a year.

Regulation 22 of SEBI (REIT) Regulations, 2014 which provides for holding annual meeting of all unitholders not less once a year.

As per the Circular it is clarified that InvIT/REITs may conduct meeting of unitholders through VC or OAVM.

Framework provided in Annexure-1

For meetings, other than annual meetings of unitholders, the facility for conducting meeting of unitholders through VC or OAVM shall be available upto 30th September, 2020.

Annexure-1

Framework for conducting meeting through VC or OAVM

1. The recorded transcript of the meeting held through VC or OAVM shall be maintained in safe custody of the Investment Manager of the InvIT/ Manager of the REIT and listed InvITs/ REITs shall also upload the transcript on the website of the InvIT/ REIT as soon as possible after the conclusion of the meeting.

2. Convenience of different persons positioned in different time zones shall be kept in mind before scheduling the meeting.

3. All care must be taken to ensure that such meetings through VC or OAVM allow two-way teleconferencing for the ease of participation of the unit holders and the participants are allowed to pose questions concurrently or given time to submit questions in advance on the email address of the InvIT/REIT. Such facility must have a capacity to allow at least 1000 unit holders or actual no. of unit holders, whichever is lesser to participate on a first-come-first-served basis. Further, all the parties to the InvIT/REIT shall be allowed to attend the meeting without restriction on account of first-come-first-served principle

4. The facility for joining the meeting shall be kept open at least 15 minutes before the time scheduled to start the meeting and shall not be closed until the expiry of 15 minutes after such scheduled time.

5. Before the actual date of the meeting, the facility of remote e-voting shall be provided.

6. Only those unit holders that are present in the meeting and have not cast their vote on resolutions through remote e-voting and are otherwise not barred from doing so, shall be allowed to vote through the e-voting system at the meeting.

7. The chairperson of the meeting shall satisfy himself and cause to record the same before considering the business in the meeting that all reasonable efforts have been made by the Investment Manager of the InvIT/Manager of the REIT to enable unit holders to participate and vote on the items being considered in the meeting.

8. The chairperson present at the meeting shall also ensure that the facility of e-voting system is available for the purpose of conducting a poll during the meeting held through VC or OAVM on the business to be considered during the meeting.

9. At least one independent director of the Investment Manager of the InvIT or Manager of the REIT and the auditor of the InvIT/REIT or his/her authorized representative who is qualified to be the auditor shall attend such unit holder meeting.

10. The notice for the unit holder meeting shall make disclosures with regard to the manner in which framework provided in this circular shall be available for use by the unit holders and also contain clear instructions on how to access and participate in the meeting. Investment Manager of the InvIT/Manager of the REIT shall also provide a helpline number through the registrar and unit transfer agent, technology provider or otherwise, for unit holders who need assistance with the technology before or during the meeting. Such notice shall also include the following:

(i) Statement that the meeting will be convened through VC or OAVM in compliance with applicable provisions.

(ii) The date and time of meeting through VC or OAVM.

(iii) Availability of the notice of the meeting on website of the InvIT/ REIT and stock exchanges, in case of listed InvITs/ REITs

(iv) The manner in which unitholders who have not registered their e-mail address with InvIT/ REIT or depositories can cast their vote through remote e-voting or through the e-voting system during the meeting.

(v) The manner in which the unitholders who have not registered their e-mail addresses with InvIT/ REIT or depositories can get the same registered.

(vi) Any other detail considered necessary by the Investment Manager of the InvIT/ Manager of the REIT.

11. A copy of the notice shall be made available on the website of the InvIT/REIT and on the stock exchanges, in case of listed InvITs/REITs.

12. The notice to the unitholders may be given through emails registered with the InvIT/REIT or with depositories.

13. Investment Manager of the InvIT/Manager of the REIT shall contact all unitholders whose email addresses are not registered with the depositories over possible/available mode of communication for registration of their email addresses.

14. Investment Manager of InvITs/Manager of REITs shall ensure that all other compliances associated with the provisions relating to meeting of unitholders are complied with and documents required to be provided to unitholders, if any, are provided through electronic mode.

6. Relaxation in timelines for Compliance with regulatory requirements

Relevant date: 19th June 2020

Introduced by SEBI Circular dated 19th June 2020

What is new ?

As per circular it has been decided to further extend the timelines for compliance with the regulatory requirements by the Trading members/ clearing members/DPs, mentioned as under.

1. Client funding reporting

Till 31st July 2020 for the months of April, May, and June 2020

2. Reporting for Artificial Intelligence and Machine Learning Applications

Till 31st July 2020 for the quarter ended on March 31st 2020.

3. Compliance certificate for Margin Trading for CM Segment

Till July 31, 2020

4. Risk based supervision

Till July 31st, 2020

5. Internal Audit Report for half year ending on March 31st 2020

Till July 31st 2020 for the half year ending on March 31st 2020

6. Net worth certificate in margin trading for CM Segment for half year ending on 31st March 2020

Till July 31st 2020 for the half year ending on March 31st 2020

7. Net worth certificate for all members for HYE March 2020.

Till July 31st 2020 for the half year ending on March 31st 2020

8. Penalty for non-collection/short collection of upfront margins in cash segment.

Till July 31, 2020.

9. Maintaining call recordings of orders/instructions received from clients.

Till July 31, 2020.

10. Submission towards weekly monitoring of client funds under the provisions of Enhanced Supervision

Till July 31, 2020.

11. Submission of data on monthly basis towards clients’ and fund balance under the provisions of Enhanced Supervision.

Till July 31, 2020.

12. Daily margin trading reporting.

Till July 31, 2020.

13. Update in Income Tax Permanent Account Number of Key Management Personnel/Directors.

Three months from the due date

14. Issue of Annual Global Statement to clients.

Three months from the due date

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