ICSI Request for relaxation from compliance with the provisions of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018

THE INSTITUTE OF
Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of parliament
(Under the jurisdiction of Ministry of Corporate Affairs)

ICSI:PFP: 2020

April 10, 2020

Shri Sujit Prasad
Executive Director
Market Regulation Department (MRD-1 & MRD-2)
Securities & Exchange Board of India
SEBI Bhavan BKC
Plot No.C4-A, ‘G’ Block
Bandra-Kurla Complex, Bandra (East)
Mumbai – 400051

Dear Sir,

Sub: Request for relaxation from compliance with the provisions of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018

As your goodself is aware that the spread of the Corona Virus (COVID- 19) in India, and its declaration as pandemic by the World Health Organisation (WHO), has led to the imposition of total lockdown in most of the parts of the nation. This has warranted the need for temporary relaxations in compliance requirements under various laws.

In view of the same SEBI has provided several relaxation under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Real Estate Investment Trusts (REITs) and Infrastructure Investment Trusts, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, SEBI (Credit Rating Agencies) Regulations, 1999, implementation of Circular on Stewardship Code for all Mutual Funds and all categories of AIFs, processing of documents pertaining to FPIs and to Portfolio Managers, requirements pertainingto AIFs and VCFs has etc.

This has reference to the discussion CS B Narasimhan, Council Member had with your goodself regarding the requirement of submission of quarterly return of reconciliation of capital by issuer i.e. reconciliation of total issued capital, listed capital and admitted capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018.

The aforesaid certificate is required to be submitted by a listed entity to the Stock Exchange within 30 days of the end of each quarter. Hence for the quarter ending March 31, 2020, the due date for filing of Reconciliation of Share Certificate by the listed entity is April 30, 2020.

We wish to submit that, in respect of the above the ICSI has made representation with both the depositories NSDL & CDSL respectively vide letter dated March, 31, 2020, requesting relaxation in time period for filing the same. Later on after looking into the matter it was informed to the ICSI that the Stock Exchanges are the competent authorities in this regard to accord such relaxation, copy of representation to CDSL and reply thereon is attached as Annexure. Further, the matter has been discussed verbally with Stock Exchanges, wherein it has been informed that that SEBI is the competent authority in this regard to grant any relaxation.

Since the said regulations come under your purview and keeping in view the situation prevailing in the country, we request your goodself to consider granting the relaxation in time period for filing of quarterly return of reconciliation of capital by Listed Entities for the quarter ending March 31, 2020 by May 31, 2020, without levying any penalty for late filing.

We shall be pleased to provide any further information in this regard on hearing from your goodself.

Thanking you,

Yours faithfully,

CS Ashish Garg
President

Encl: as above

THE INSTITUTE OF
Company Secretaries of India
IN PURSUIT OF PROFESSIONAL EXCELLENCE
Statutory body under an Act of parliament
(Under the jurisdiction of Ministry of Corporate Affairs)

ICSI:PFP: 2020

March 31, 2020

Shri Nehal Vora
Managing Director & CEO
Central Depository Services (India) Limited, Marathon Futurex, A-Wing
25th floor, NM Joshi Marg, Lower Parel Mumbai 400013

Dear Sir,

Sub: Relaxation from compliance with provisions of Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018 due to the COVID-19 virus pandemic.

As your goodself is aware that the spread of the Corona Virus (COVID- 19) in India, and its declaration as pandemic by the World Health Organisation (WHO), has led to the imposition of total lockdown in most of the parts of the nation. This has warranted the need for temporary relaxations in compliance requirements under various laws.

In view of the same SEBI has relaxed the time period required in filing of various returns/information including event based forms and the compliances by way of following Circulars :

i) SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 has relaxed the compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘LODR’) and Circulars followed by Circulars No. SEBI/HO/DDHS/ON/P/2020/41 dated March 23, 2020 and SEBI/HO/CFD/CMD 1 /CIR/P/2020/48 dated March 26, 2020.

ii) SEBI also provided relaxation from compliances to REITs and InvITs vide Circular Nos. SEBI/HO/DDHS/CIR/P/2020/42 dated March 23, 2020 and to Mutual Funds vide Circular SEBI/HO/IMD/DF3/CIR/P/2020/47 dated March 23, 2020.

iii) SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 dated March 27, 2020 provided relaxation in compliance from certain provisions of the SEBI (SAST) Regulation, 2011.

SEBI has provided relaxations from compliances under SEBI (Credit Rating Agencies) Regulations, 1999 vide its Circular No. SEBI/ HO/ MIRSD/ CRADT/ CIR/ P/ 2020/53 dated March 30, 2020 and also extended deadline for the implementation of Circular on Stewardship Code for all Mutual Funds and all categories of AIFs vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/55 dated March 30, 2020. SEBI has also provided relaxation in processing of documents pertaining to FPIs vide Circular No. SEBI/HO/FPI&C/CIR/P/2020/056 dated March 30, 2020 and to Portfolio Managers vide Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/57 dated March 30, 2020. Relaxation in compliance with requirements pertaining to AIFs and VCFs is also provided vide Circular No. SEBI/HO/IMD/DF1/CIR/P/2020/58 dated March 30, 2020.

We wish to draw your kind attention to the requirement of submission of quarterly return of reconciliation of capital by issuer i.e. reconciliation of total issued capital, listed capital and admitted capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital under Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018.

The aforesaid certificate is required to be submitted by a listed entity to the Stock Exchange within 30 days of the end of each quarter. Hence for the quarter ending March 31, 2020, the due date for filing of Reconciliation of Share Certificate by the listed entity is April 30, 2020. Since the said regulations come under your purview, we have been informed that a suitable representation be made with both the Depositories for their consideration. Taking cognizance of the gravity of the public health situation, we request your good-self to consider granting the relaxation in time period for filing of quarterly return of reconciliation of capital by Listed Entities for the quarter ending on March 31, 2020 by May 31, 2020, without levying any penalty for late filing.

We shall be pleased to provide any further information in this regard on hearing from your goodself.

Thanking you

Yours faithfully

CS AshishGarg
President

CC:1. Ms.Nayana Ovalekar
Executive Vice President – Chief Operating Officer,
Central Depository Services (India) Limited, .
Marathon Futurex, A-Wing,
25th floor, NM Joshi Marg, Lower Parel,
Mumbai 400013

2. Shri Pradeep Ramakrishnan,
General Manager
Securities & Exchange Board of India
Plot No.C4-A, ‘G’ Block
Bandra-Kurla Complex, Bandra (East),
Mumbai – 400051

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