At a time when many listed entities are facing challenges to comply with the various provisions specified in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI LODR’ or ‘LODR’) due to COVID-19 Pandemic, the Securities and Exchange Board of India (‘SEBI’) has provided additional relaxation pertaining to SEBI LODR vide its continuing Circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79.
SEBI in view of the CoVID-19 Pandemic has decided to give further relaxations to listed entities from adhering the specific regulatory provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘SEBI LODR’ / ‘LODR’) and circulars issued with their respective link thereunder vide the following circulars:
RELAXATIONS GIVEN BY SEBI IN LINE WITH MINISTRY OF CORPORATE AFFAIRS:
Ministry of Corporate Affairs issued circulars vide dated April 08, 2020 and April 13, 2020 in respect of conducting Extraordinary General Meeting through Video Conferencing or any other audio-visual means by a company.
An earlier notification was issued only for holding of EGM’s but now MCA in its circular dated May 05, 2020 decided to extend and provide relaxations on Annual General Meeting of the companies which are going to held in the calendar year 2020.
The circular has also removed the condition to print and dispatched an annual report to shareholders. Following are the list of LODR regulations recently relaxed by SEBI:
|LODR Regulation||Existing Provisions||Conditions Relaxed|
|Regulation 36 (1) (b) and (c)
Regulation 58 (1) (b) and (c)
|Listed entities and entities who have listed NCDS & NCRPS to send copies of various documents to all shareholders who have not registered email id with the company.||The listed entities who conduct their AGMs during the calendar year 2020 (i.e. till December 31, 2020) are now no longer need to follow said compliance.|
|Regulation 44 (4)||Listed entities to send proxy form to securities holders.||The adherence to this regulation relaxed temporarily till December 31, 2020 if meetings are held only through electronic mode|
|Regulation 12||Issue of physical ‘payable at par’ warrants or cheque, if not possible through any e-mode. Further, in case the amount payable as dividend exceeds Rs.1500/- it 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 endeavor to obtain their bank account details and use the e-modes of payment specified in Schedule I of the LODR.|
|Regulation 47 & Regulation 52(8)||Listed entities & entities who have listed NCD’S & NCRPS to Publish advertisements in newspapers.||Since some newspapers had stopped their print versions due to CoVID-19 pandemic SEBI had exempted publication of advertisements in newspapers for all events scheduled till June 30, 2020|
|Regulation 33(3)(b)||1. In case a listed entity has subsidiaries, the listed entity shall submit quarterly / year-to-date consolidated financial results.
2. IND-AS is applicable to all listed entities from F.Y 2016-2017 except banking & insurance sectors. (Not yet Notified by RBI & IRDA)
|Listed entities which are Banking & Insurance company or having subsidiaries which are Banking & Insurance companies may submit consolidated financial results on voluntary basis for the quarter ended on June 30, 2020 as required. However, they shall continue to submit the standalone financial results as required under regulation 33(3)(a) of the LODR.
If such listed entities choose to publish only standalone financial results and not consolidated financial results, they shall give reasons for the same.
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