EBI relaxes compliance of certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID -19 virus pandemic

Considering the CoVID 19 pandemic, SEBI vide Circular dated March 19, 2020 has decided to grant temporary relaxations from certain compliance stipulations specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) to listed entities w.r.t. the quarter / financial year ending March 31, 2020:

SN Regulation and associated filing Period of  relaxation
1. Regulation 7(3) relating to half yearly compliance certificate on share transfer facility 1 month
2. Regulation 13(3)  relating to quarterly statement of Investor complaints 3 weeks (appx.)
3. Regulation 24A read with circular No CIR/CFD/CMD1/27/2019 dated February 8, 2019 relating to Annual Secretarial compliance report 1 month
4. Regulation 27(2) relating to  filing of quarterly Corporate Governance report 1 month
5. Regulation 31 relating to  filing of quarterly Shareholding Pattern 3 weeks (appx.)
6. Regulation 33 relating to filing of quarterly and annual Financial Results 45 days/1 month

The CoVID 19 virus has hit populations around the world and has restricted free movement of people, thereby hampering businesses and day to day functioning of companies. It has been declared a ‘pandemic’ by the World Health Organization (WHO). Developments arising due to the spread of the virus have warranted the need for temporary relaxations in compliance requirements for listed entities.

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Securities and Exchange Board of India

CIRCULAR

SEBI/HO/CFD/CMD1/CIR/P/2020/38

Date: March 19, 2020

To,

All listed entities that have listed their specified securities
All Recognized Stock Exchanges
All Depositories

Madam / Sir,

Sub: Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID -19 virus pandemic

1. The CoVID 19 virus has hit populations around the world and has resulted in many restrictions, including free movement of people, thereby hampering businesses and day to day functioning of companies. It has been declared a ‘pandemic’ by the World Health Organization (WHO).

2. Developments arising due to the spread of the virus warrant the need for temporary relaxations in compliance requirements for listed entities. Accordingly, SEBI has decided to grant the following relaxations from compliance stipulations specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) to listed entities.

A. Extension of timeline for filings:

The timelines for certain filings as required under the provisions of the LODR are extended, as follows:

SI. 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 Period of relaxa-tionon
1.              Regulation 7(3) relating to compliance certificate on share transfer facility Half yearly One month of the end of each half of the
financial year
April 30, 2020 May 31, 2020 1 month
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 weeks (appx.)
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 1 month
4.              Regulation 27(2) relating to Corporate Governance report Quarterly 15 days from the end of the quarter April 15, 2020 May 15, 2020 1 month
5.              Regulation 31 relating to Shareholding Pattern Quarterly 21 days from the end of the quarter April 21, 2020 May 15, 2020 3 weeks (appx.)
6. Regulation 33 relating to Financial Results Quarterly/ Annual 45 days from the end of the quarter for quarterly results May 15, 2020 June 30, 2020 45 days
60 days from the end of Financial Year for Annual Financial Results May 30, 2020 June 30, 2020 1 month

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

3. This Circular shall come into force with immediate effect. The Stock Exchanges are advised to bring the provisions of this circular to the notice of all listed entities that have issued specified securities and their material subsidiaries and also disseminate on their websites.

4. The Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 read with regulations 101 and 102 of the LODR and the relaxations contained herein are subject to the provisions of the Companies Act, 2013 and rules made thereunder.

5. The circular is available on SEBI website at sebi.gov.in under the category – ‘Legal – Circulars’.

Pradeep Ramakrishnan
General Manager Compliance and Monitoring
Division-1 Corporation Finance Department
+91-22-26449246

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