The market regulator Securities and Exchange Board of India (SEBI) provided many relaxations to the listed entities w.r.t. the strict timelines of compliances amid the outbreak of corona virus so that the people of India do not have to go out in any case to adhere to such strict timelines of various acts regulated by SEBI.

SEBI provided such relaxations by issuing five Circulars from 19th day of March, 2020 till 31st day of March, 2020. All such five Circulars issued by SEBI are enumerated below:

1. Referring to the first Circular released by SEBI on 19th March, 2020 wherein SEBI provided following relaxations in the timelines for filings to listed entities with immediate effect vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38:

A.  EXTENSION OF TIMELINES FOR FILING
COMPLIANCE REQUIREMENTS DUE DATE RELAXED DATE
Regulation 7(3) relating to compliance certificate on share transfer facility 30.04.2020 31.05.2020
Regulation 13(3) relating to Statement of Investor complaints 21.04.2020 15.05.2020
Regulation 24A relating to Secretarial Compliance report 30.05.2020 30.06.2020
Regulation 27(2) relating to Corporate Governance report 15.04.2020 15.05.2020
Regulation 31 relating to Shareholding Pattern 21.04.2020 15.05.2020
Regulation 33 relating to Quarterly Financial Results 15.05.2020 30.06.2020
Regulation 33 relating to Annual Financial Results 30.05.2020 30.06.2020

B.   RELAXATION OF TIME GAP BETWEEN TWO BOARD / AUDIT COMMITTEE MEETINGS:
COMPLIANCE REQUIREMENTS 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 and 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

2. Referring to the second Circular released by SEBI on 23rd March, 2020, SEBI provided following relaxations in the timelines for compliances to All Real Estate Investment Trusts (REITs) and All Infrastructure Investment Trusts (InvITs) with immediate effect vide SEBI Circular No. SEBI/HO/DDHS/CIR/P/2020/42:

RELAXATIONS TO ALL REAL ESTATE INVESTMENT TRUSTS (REITS) AND ALL INFRASTRUCTURE INVESTMENT TRUSTS (INVITS):
COMPLIANCE REQUIREMENTS RELAXATION
All regulatory filings and compliances prescribed under SEBI (Infrastructure Investment Trusts) Regulations, 2014 (InvIT Regulations) and SEBI (Real estate Investment Trusts) Regulations, 2014 (REIT Regulations) and circulars issued thereunder for REIT and InvIT for the period ending March 31, 2020 Extended by one month over and above the timelines, prescribed under SEBI (Infrastructure Investment Trusts) Regulations, 2014 (InvIT Regulations) and SEBI (Real estate Investment Trusts) Regulations, 2014 (REIT Regulations) and circulars issued thereunder.

3. Referring to the third Circular released by SEBI on 23rd March, 2020, SEBI provided following relaxations in the timelines for compliances to issuers who have listed /propose to list their Non-Convertible Debentures (NCDs) / Non-Convertible Redeemable Preference Shares (NCRPS)/ Commercial Paper(s) and Issuers of Municipal Debt Securities with immediate effect vide SEBI Circular No. SEBI/HO/DDHS/ON/P/2020/41:

We are not explaining what is given in the above said circular in detail as this circular is specifically for a few Companies only.

4. Referring to the fourth Circular released by SEBI on 27th March, 2020, SEBI provided following relaxations in the timelines for filings to listed entities r.t. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic with immediate effect vide SEBI Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49:

EXTENSION OF TIMELINES FOR FILING w.r.t. SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011:
COMPLIANCE REQUIREMENTS DUE DATE RELAXED DATE
Regulations 30(1), 30(2) and 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations) 15.04.2020 01.06.2020

5. Referring to the fifth Circular released by SEBI on 26th March, 2020, SEBI provided further relaxations in the timelines for compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) and the SEBI circular dated January 22, 2020 relating to Standard Operating Procedure with immediate effect vide SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/48:

A.  EXTENSION OF TIMELINES FOR FILING w.r.t. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:
COMPLIANCE REQUIREMENTS DUE DATE RELAXED DATE
Regulation 40(9) relating to Certificate from Practicing Company Secretary on timely issue of share certificates
30.04.2020 31.05.2020
Regulation 44(5) relating to holding of AGM by top 100 listed entities by market capitalization for FY 19-20
31.08.2020 30.09.2020
Regulation 19(3A) relating to The nomination and remuneration committee shall meet at least once in a year 31.03.2020 30.06.2020
Regulation 20(3A) relating to the Stakeholders Relationship committee shall meet at least once in a year. 31.03.2020 30.06.2020
Regulation 21 (3A) relating to the Risk Management Committee shall meet at least once in a year. 31.03.2020 30.06.2020

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B. Relaxation of the operation of the SEBI circular on Standard Operating Procedure dated January 22, 2020
SEBI vide circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 issued the Standard Operating Procedure (SoP) on imposition of fines and other enforcement actions for non-compliances with provisions of the LODR.
COMPLIANCE REQUIREMENTS DUE DATE RELAXED DATE
The effective date of operation of such SoP has been extended. ON OR AFTER 31.03.2020 ON OR AFTER 30.06.2020

C.   Relaxation in Publication of advertisements in the newspapers
COMPLIANCE REQUIREMENTS RELAXATION
Regulation 47 of the LODR requires publishing, in the newspapers, information such as notice of the board meeting, financial results etc. Publication of advertisements in newspapers have been exempt as required under Regulation 47 for all events scheduled till May 15, 2020.

Referring to a clarification released by SEBI on 31st March, 2020 wherein SEBI provided clarification w.r.t. compliance with Closure of Trading Window:

SEBI had received requests seeking relaxation in trading restriction period applicable in terms of Clause 4(2) of Schedule B to SEBI (Prohibition of Insider Trading) Regulations, 2015.

The said clause 4 (2) of Schedule B to the PIT Regulations, inter alia, states as follows:

“Trading restriction period shall be made applicable from the end of every quarter till 48 hours after the declaration of financial results. The gap between clearance of accounts by audit committee and board meeting should be as narrow as possible and preferably on the same day to avoid leakage of material information.”

In this regard, SEBI has informed the Exchange that these requests seeking relaxation in applicability of trading window restrictions with regard to financial results for Quarter / FY ending March 31, 2020, have not been agreed to.

In case of any queries/suggestions related to above said matter, you may contact the Author at cs.shivanikhurana@gmail.com or at 9717218118.

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