Disclosures By Listed Entities Under The ‘LODR Regulations Including SEBI Circular Dated 20th May, 2020

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) provide for different disclosure requirements with timelines for different securities which are listed on recognized stock exchanges. 

Impact of Covid-19 on listed Entities

SEBI on 20th May, 2020 released a Circular addressing the disclosure of the impact of Covid–19 on the listed entities under the LODR Regulations. 

Purpose of the disclosures

A listed entity needs to ensure that all available information about the impact of major events such as the spread of Covid–19, on the company and its operations is communicated in a timely and cogent manner to its investors and shareholders.

We have covered some frequently asked questions related to said disclosure.

The Part-A covers the major requirements  under LODR Regulations.

The Part-B covers the requirements  under SEBI Circular dated 20th May, 2020. 

PART-A

DISCLOSURES UNDER THE LODR REGULATIONS 

1. What are the compliances under the provisions of the LODR Regulations?

Answer: The LODR Regulations enshrine the following compliances for entities listed on a recognized stock exchange:

Regulations Compliances
7 (3) Listed entity to submit a COMPLIANCE CERTIFICATE within one month of end of half Financial Year to certify maintenance of physical and electronic transfer facility.
13 (3) A list of Investor Complaints submitted and disposed of i.e. the status of such complaints received by the entity during a quarter to be submitted within 21 days after the end of each quarter.
27 (2) Compliance report on CORPORATE GOVERNANCE to be submitted within 15 days after the end of each quarter.
31 SHAREHOLDING PATTERN of different types of securities to be notified by the entity within 21 days after the end of each quarter.
33 FINANCIAL RESULTS to be submitted within 45 days after the end of each quarter.

ANNUAL FINANCIAL RESULTS to also be submitted within 60 days after the end of a Financial Year along with audit reports.

34 Copy of ANNUAL REPORT sent to the shareholders along with the Notice of Annual General Meeting submitted to the stock exchange along with the dispatches made to the shareholders.
40 (9) CERTIFICATE from a practising Company Secretary within one month of the end of each half Financial Year to certify that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

There are several other additional disclosures and compliances to be made which are enlisted under the LODR Regulations.

PART-B

SEBI CIRCULAR DATED 20th MAY, 2020

DISCLOSURE OF EVENTS OR INFORMATION

2. What is covered under Regulation 30 of the LODR Regulations?

Answer: Regulation 30 of the said Regulations enshrines ‘Disclosures in case of events or information’. The provision states the following compliances for listed entities:

i. Entity to make disclosures of events or information which are material in the opinion of the Board of Directors;

ii. The events mentioned under Para A of Part A of Schedule III of the LODR Regulations are ‘deemed material events’ that require mandatory disclosure;

iii. The listed entity to make disclosures under Para B of Part A of Schedule III based on application of guidelines for materiality.

iv. Criteria for determination of materiality of events/information:

  • Omission of an event or information like to result in discontinuity or alteration of event or information already available publicly;
  • Omission of an event or information which came to light at a later date will result in significant market reaction;
  • Any event/information may be treated as being material in the opinion of the Board of Directors of listed entity.

The entity is all directed to mandatorily frame a policy for determination of materiality as approved by the Board of directors and the same shall be uploaded on the website.

v. Authorize one or more KMPs for purpose of determining materiality of an event or information to make disclosures to stock exchanges and their contact details shall be disclosed on the entity’s website.

vi. Deemed material events or information to be disclosed to first the stock exchanges as soon as reasonably possible but within 24 hours and if there is any delay, reasons for such delay to be provided with the disclosures;

vii. Updating material developments on a regular basis till the material event is resolved/closed with relevant explanations;

viii. Disclose on the website all the events or information which are disclosed under this regulation. The disclosures shall remain on the entity website for 5 years minimum and thereafter according to the archival policy of the website;

ix. Disclose events or information with respect to subsidiaries which are material;

x. Entity to provide specific and adequate reply to all queries raised by the stock exchanges;

xi. Entity may on its own initiative, confirm or deny any reported event or information to stock exchanges;

xii. Any other event or information not covered under Para A or B of Part A of Schedule III of the LODR Regulations but has material effect on the entity, the listed entity has to make required disclosures in that respect.

Therefore, these disclosures will resolve and address the queries of the stakeholders of the Company directly regarding the working and operations while facing an unforeseen event or determine a policy guidelines of ‘grounds of materiality’.

3. According to sub-clause (3) of Regulation 30, what events or information are mentioned under Part A of Schedule III of the LODR Regulations which respect to the current situation?

Answer: Schedule III, Part A of the LODR Regulations define an exhaustive list of disclosures of events or information as under Regulation 30 of the LODR Regulations i.e. disclosures under materiality.

Thereunder, clause 6 of Para B, Part A of the Schedule III mentions that following:

Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire, etc.), force majeure or events such as strikes, lockouts etc.”

Hence, as the current COVID-19 situation has been termed as a “Force Majeure” event by the Government, a disclosure of the impact of COVID – 19 on their business by a listed entity becomes mandatory under Regulation 30 of the LODR Regulations which has been directed under the SEBI Circular dated 20th May, 2020.

4. What are the disclosures to be made under a force majeure event by a listed entity?

Answer: SEBI released a Circular No. CIR/CFD/CMD/4/2015 dated 9th September, 2015 for “Continuous Disclosure Requirements for Listed Entities – Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015” wherein Annexure – I of the Circular enshrines the disclosures to be made under a force majeure event under Part B – Para (6) of the Annexure.

The disclosures to be made are as follows:

At the time of occurrence:

a) expected quantum of loss/damage caused;

b) whether loss/damage covered by insurance or not including amount;

c) estimated impact on the production/operations in case of strikes/lock outs;

d) factory/unit where the strike/lock out takes place including reasons for such strike.

Regularly, till complete normalcy is restored:

a) insurance amount claimed and realized by the listed entity for the loss/damage;

b) the actual amount of damage caused due to the natural calamity or other force majeure events;

c) details of steps taken to restore normalcy and the impact of the natural calamity.”

Therefore, SEBI has addressed that there should be minimal gap of information between the Listed entity and the investors or shareholders with regard to the situation prevalent in the Company because of an unforeseen event such as the present pandemic.

Therefore, directs the entity to disclose the damages, steps taken to normalize the functioning, quantum of loss, etc. to convey the impact of the event on the Company and deliver credible information.

DISCLOURES AFFECTING PERFORMANCE & PAYMENT OF INTEREST & DIVIDEND

5. What disclosures are mentioned under Regulation 51 of the LODR Regulations?

Answer: Regulation 51 of the LODR Regulations mentions the Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information.

i. The entity is required to promptly inform the stock exchanges of all information with regard to performance/operation of the listed entity, price sensitive information or any action that “shall” affect payment of interest or dividend of non-convertible preference shares or redemption of non-convertible debt securities or redeemable preference shares.

 ii. The Regulation defines “promptly inform” as;

“…shall imply that the stock exchange must be informed as soon as practically possible and without any delay and that the information shall be given first to the stock exchange(s) before providing the same to any third party.”

 iii. Further, the listed entity is also required to make disclosures under Part B of Schedule III of the LODR Regulations.

Therefore, the entities issuing non-convertible debt securities and/or non-convertible redeemable preference shares are directed to make promptly inform stock exchanges information regarding performance or any price sensitive information and also make mandatory disclosures under Part B of Schedule III.

6. What are the disclosures mentioned under Part B of Schedule III of the LODR Regulations for the entities issuing non-convertible debt securities and/or non-convertible redeemable preference shares?

Answer: Part B of Schedule III of the LODR Regulations enshrines Disclosures of Information having bearing Performance/Operation of Listed Entity and/or price sensitive information: Non-Convertible Debt Securities & Non-Convertible Redeemable Preference Shares”.

The Listed entity is required to promptly inform the stock exchanges all information as mentioned under Regulation 51 of the LODR Regulations including;

i. Expected default in timely payment of interests/preference dividend or redemption or repayment along with default in creation of security for debentures as soon as the same becomes apparent;

ii. Any attachment or prohibitory orders restraining transfer along with names of registered holder and demat account details which are affected;

iii. Any action which shall result in redemption, conversion, cancellation, retirement, whole or in part of any of the securities;

iv. Any action adversely affecting payment of interest or dividend including default by issuer to pay interest or redemption amount and failure to create charge on the assets;

v. Any change in form or nature of securities or in rights or privileges of the holders;

vi. Any change in general character or nature of business/activities, disruption of operation due to natural calamity and commencement of commercial production/operations;

vii. Events such as strikes, lockouts, etc.;

viii. Details of Letter or comments made by debenture trustees regarding payment/non-payment of interest/principal on due dates or any other matter concerning security;

ix. Delay/default in payment of interest/dividend/principal/redemption for period more than three months from due date;

x. Failure to create charge on assets within stipulated period;

xi. Proposal of re-scheduling or postponement of repayment programmes of due dates/debts of listed entity with investor/lender;

xii. Any major change in composition of board of directors;

xiii. Any revision in rating;

xiv. Approval by the board of directors regarding decisions on interest payment or particulars to any increase of capital;

xv. Reports, notices, call letters, circulars, proceedings, etc.

xvi. Any other change that shall affect the rights and obligations of the holders and any other information to avoid creation of a false market in listed securities.

Therefore, to maintain transparency in the market, these Regulations makes it mandatory for entities to make the abovementioned disclosures with regard to entities issuing non-convertible debt securities and/or non-convertible redeemable preference shares.

7. What are the suggestions provided by SEBI to provide timely, adequate and updated information to shareholders?

Answer: SEBI under the Circular dated 20th May, 2020 encouraged the entities to evaluate the impact of COVID–19 on their business, performance and financials; qualitatively and quantitatively.

SEBI also provided with a illustrative but no exhaustive list of disclosures with respect to the application of materiality:

“i. Impact of the COVID-19 pandemic on the business;

ii. Ability to maintain operations including the factories/units/office spaces functioning and closed down;

iii. Schedule, if any, for restarting the operations;

iv. Steps taken to ensure smooth functioning of operations;

v. Estimation of the future impact of CoVID-19 on its operations;

vi. Details of impact of CoVID-19 on listed entity’s –

  • capital and financial resources;
  • profitability;
  • liquidity position;
  • ability to service debt and other financing arrangements;
  • assets;
  • internal financial reporting and control;
  • supply chain;
  • demand for its products/services;

vii. Existing contracts/agreements where non-fulfilment of the obligations by any party will have significant impact on the listed entity’s business;

viii. Other relevant material updates about the listed entity’s business.”

SEBI also mentioned that such information to be disseminated as and when required or in case of a major development in the entity.

OTHER DIRECTIONS

8. What others directions are provided by SEBI under the Circular?

Answer: SEBI directs that while adhering to compliances under Regulation 33 of the LODR Regulations, it is mentioned that the entities “may” include the impact of Covid-19 in their financial statements.

Further, with respect to the requirements under the LODR Regulations of disclosures and especially under Regulation 4 (2) (e) of the LODR Regulations, the listed entities should not resort to selective disclosure of impact on Covid–19.

Regulation 4 (2) (e)  of the said Regulations is reproduced under:

“Regulation 4 (2) (e) Disclosure and transparency:

The listed entity shall ensure timely and accurate disclosure on all material matters including the financial situation, performance, ownership, and governance of the listed entity, in the following manner:

(i) Information shall be prepared and disclosed in accordance with the prescribed standards of accounting, financial and non-financial disclosure.

(ii) Channels for disseminating information shall provide for equal, timely and cost efficient access to relevant information by users.

(iii) Minutes of the meeting shall be maintained explicitly recording dissenting opinions, if any.”

Therefore, it is expected from a listed entity to revisit, refresh, update and revise the previous disclosures if required depending on circumstances.

IMPACT OF THESE DISCLOSURES

It is undeniable that the pandemic has stalled the whole of economy and that has led to several major changes in the listed entities as well. Sudden closure of business can have adverse impacts on the management and operations of a company including its financials and hence, it is important to keep the shareholders informed about the situation of the Company.

The requirement is very important in as much as the The Securities and Exchange Board of India (“SEBI”) was itself established in 1992 with the aim;

“…to protect the interests of investors in securities and to promote the development of, and to regulate the securities market and for matters connected therewith or incidental thereto”

The aim of such disclosures is tranparency but wordings should be meticulously screened since any loosely drafted disclosure on such a sensitive issue may result presumptions and can also impact the market capital of the company in other way.

The bridging of the gap will not only maintain peace and transparency amongst the shareholders, investors and the Company but will also contain the floating of false information in the market. It is a right of a shareholder to know when and what is affecting his right, interest and safety.

It is not an alien fact that some entities closed down and were majorly affected by the unforeseen event beyond control of the human force, so such closures are bound to have impact on the numbers of the company and therefore, are required to be transferred timely, precisely and not selectively to all investors and stakeholders of the Company.

While Companies will commence its business post COVID – 19, it is equally important to adhere to the guidelines and also maintain transparency in every possible manner so that it can prevent itself from the wrath of the regulator.

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I am a litigation & arbitration advocate. I am founder of a leading full service law firm AMLEGALS. I handle litigation in indirect taxes, Insolvency & Bankruptcy Code, IPR, Arbitration, Contracts etc in High Courts, Tribunals-NCLT,CESTAT,NCLAT etc, Arbitral Tribunals and various Court of View Full Profile

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