Compendium of Relaxation in relation to compliance with certain provisions of SEBI (LODR) Regulation 2015 due to COVID-19 virus pandemic

S. No Circular Number Dated Link
I SEBI/HO/CFD/ CMD1/CIR/P/ 2020/38 March 19,2020 https://taxguru.in/sebi/sebi-relaxes-certain-listing-regulation-due-covid-19-virus.html
A Extension of timeline for filings
S. No Regulation and associated filing

 

Filing Relaxation w.r.t. the quarter / financial year ending March 31, 2020
Frequency Due within Due Date Extended date
1 Regulation 7(3) relating to compliance certificate on share transfer facility Half yearly One month of the end of each half of the FY April 30, 2020 May 31, 2020
2 Regulation 13(3) relating to Statement of Investor complaints Quarterly 21 days from the end of Each quarter April 21, 2020 May 15, 2020
3 Regulation 24A read with circular No CIR/CFD/-CMD1/27/2019 dated February 8, 2019 relating to Secretarial Compliance report Yearly 60 days from the end of the financial year May 30, 2020 June 30, 2020
4 Regulation 27(2) relating to Corporate Governance report Quarterly 15 days from the end of the quarter April 15, 2020 May 15, 2020
5 Regulation 31 relating to Shareholding Pattern Quarterly 21 days from the end of the quarter April 21, 2020 May 15, 2020
6 Regulation 33 relating to Financial Results Quarterly/  Annual 45 days from the end of the quarter for quarterly results 60 days from the end of Financial Year for Annual Financial Results May 15, 2020

May 30, 2020

June 30, 2020

June 30, 2020

B Relaxation of time gap between two board / Audit Committee meetings
Regulatory provision Relaxation
Regulation 17(2): 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.

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

Regulation 18(2)(a): 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
S. No Circular Number Dated Link
II SEBI/HO/CFD/CMD1/ CIR/P/2020/48 March 26, 2020 https://taxguru.in/sebi/sebi-further-relaxes-lodr-regulations-2015.html
A Extension of timeline for filings
S. No Regulation and associated filing Filing Relaxation w.r.t. the quarter / half year / year ending March 31, 2020
Freq-uency Due within Due date Extended Date
1 Regulation 40(9) relating to Certificate from PCS on timely issue of share certificates Half yearly 1 month of the end of each half of the financial year April 30, 2020 May 31, 2020
2 Regulation 44(5) relating to holding of AGM by top 100 listed entities by market capitalization for FY 19-20 Annual Within a period of 5 months from the date of closing of the financial year August 31, 2020 September 30,2020
B Conduct of Committee meetings –Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee
S. No Regulation Requi-rement Frequency Due date Extended date
A Regulation 19(3A) The nomination and remun-eration committee shall meet at least once in a year Yearly March 31, 2020 June 30, 2020
B Regulation 20(3A) The Stakeho-lders Relatio-nship committee shall meet at least once in a year.
C Regulation 21(3A

 

The Risk Mana-gement Committee shall meet at least once in a year.
D Regulation 47 Publication of advertisements in the newspapers: Exempt publication of advertisements in newspapers as required under regulation 47 for all events scheduled till May 15, 2020.
S. No Circular Number Dated Link
III SEBI/HO/CFD/CMD1/ CIR/P/2020/63 April 17, 2020 https://taxguru.in/sebi/sebi-lodr-relaxations-due-lockdown-2-0.html
S. No Regulations Due Date Extended date
A LODR Regulation 29 (2) – Prior intimation to stock exchanges about meetings of the board
  • at least 5 days before the meeting if financial results are to be considered
  • 2 working days in other cases.
Board meetings in all cases – 2 working days in respect of Board Meetings held till July 31, 2020.
B LODR Regulation 39 (3) relating to Intimation to Stock Exchanges regarding loss of share certificates and issue of the duplicate certificates 2 days from getting information No penalty for delay in intimation made between March 1 to May 31, 2020
S. No Circular Number Dated Link
IV SEBI/HO/CFD/CMD1/ CIR/P/2020/71 April, 23, 2020 https://taxguru.in/sebi/relaxation-holding-agm-top-100-listed-entities-sebi-lodr-2015.html
S.No Regulation Due Date Extended Date
LODR Regulation 44(5) relating to holding of AGM by top 100 listed entities by market capitalization for FY 19-20
A LOD- having financial year end as March 31, 2020 August 31, 2020 September 30, 2020
B having financial year end as December 31, 2019 May 31, 2020 September 30, 2020
S. No Circular Number Dated Link
V SEBI/HO/CFD/CMD1/ CIR/P/2020/79 May 12, 2020 https://taxguru.in/sebi/additional-relaxation-compliance-sebi-lodr-regulations.html
Regulation Requirement as per the LODR Relaxation
1 Regulation 36 (1)(b) and (c) – Documents & Information to shareholders To send hard copy of the statement containing salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 (Right of Member to Copies of Audited Financial Statement) to the shareholders who have not registered their email addresses and hard copies of full annual reports to those shareholders, who request for the same, respectively.

Similar requirements are applicable to entities which have listed their NCDs and NCRPS’

Requirement is dispensed with for listed entities who conduct their AGMs during the calendar year 2020 (i.e. till December 31, 2020).
2 Regulation 58 (1)(b) &(c) Documents and information to holders of non – convertible debt securities and non-convertible preference shares
Regulation 44(4)- Meetings of shareholders and voting listed entities are required to send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against a resolution. The requirement to send proxy forms is dispensed with temporarily, in case of meetings held through electronic mode only for listed entities who conduct their AGMs during the calendar year 2020 (i.e. till December 31, 2020).
Regulation 12- Payment of dividend or interest or redemption or repayment The listed entity shall use any of the electronic mode of payment facility approved by the Reserve Bank of India, in the manner specified in Schedule I, for the payment of the following:

(a) dividends;

(b) interest;

(c) redemption or repayment amounts:

Provided that where it is not possible to use electronic mode of payment, ‘payable-at-par’ warrants or cheques may be issued:

Provided further that where the amount payable as dividend exceeds one thousand and five hundred rupees, the ‘payable-at-par’ warrants or cheques shall be sent by speed post.

The requirements of this regulation will apply upon normalization of postal services. However, in cases where email addresses of shareholders are available, listed entities shall endeavour to obtain their bank account details and use the electronic modes of payment specified in Schedule I of the LODR.
B Relaxation from publication of advertisements in the newspapers
Regulation 47 (Advertisements in Newspapers) and 52(8) Regulation 52- Financial Results publication of advertisements in newspapers for all events pursuant to regulation 47 and 52(8) was exempted till May 15, 2020 vide circular No. SEBI/HO/CFD/ CMD1/CIR/P/ 2020/63 dated April 17, 2020 Exemption extended till June 30, 2020
C Publishing quarterly consolidated financial results under regulation 33(3)(b) of the LODR for certain categories of listed entities
33(3)(b) Regulation 33-Financial Results As per reg 33(3)(b) of the LODR, in case a listed entity has subsidiaries, the listed entity shall submit quarterly/ year-to-date consolidated financial results. a) Listed entities which are banking and / or insurance companies or having subsidiaries which are banking and / or insurance companies may submit consolidated financial results under regulation 33(3)(b) for the quarter ending June 30, 2020 on a voluntary basis. However, they shall continue to submit the standalone financial results as required under regulation 33(3)(a) of the LODR.

b) If such listed entities choose to publish only standalone financial results and not consolidated financial results, they shall give reasons for the same.

Disclaimer- This article is for informational purposes only and is intended, but not promised or guaranteed, to be correct, complete, and up-to-date. Whitespan Advisory does not warrant that the information contained in this article to be accurate or complete, and hereby disclaims any and all liability to any person for any loss or damage caused by errors or omissions, whether such errors or omissions result from negligence, accident or any other cause.

Please feel free to contact the undersigned in case you require any further information/ clarification on the above article.

Ms. Jaya Yadav Ms. TrishnaChoudhary
Jayayadav@whitespan.in Trishna@whitespan.in
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