General Compliance Norms for Listed Companies Relaxed
Due to hardships faced on account of COVID-19, SEBI has granted the following relaxations from compliance requirements specified under the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“LODR”) to listed entities:
- Regulation 40(9) of the LODR requires a listed entity to ensure that the share transfer agent and/ or the in-house share transfer facility produces a certificate from a practicing company secretary certifying all share certificates have been timely issued. Such certificate from a practicing company has to be produced within one (1) month from the end of each half of the financial year. The due date for producing the certificate for year ending on March 31, 2020 has been extended by one (1) month, from April 30, 2020 to May 31, 2020.
- Relaxation of holding Annual General Meeting (“AGM”) and meeting of Board/Committee(s):
- The board of directors and Audit Committee of the listed entity are exempted from observing the maximum stipulated time gap, which is one hundred and twenty days (120), between two meetings for the meetings held or proposed to be held between the period December 01, 2019 and June 30, 2020.
However, the board of directors / Audit Committee shall ensure that they meet at least four times a year, as stipulated under LODR Regulations 17(2) and 18(2)(a).
- The requirement for the Nomination and Remuneration Committee of any listed entity to meet at least once a year as per Regulation 19 (3A) can now be complied with, on or before June 30, 2020.
- The requirement for Stakeholder Relationship Committee by a listed entity to meet at least once a year as per LODR Regulation 20 (3A) can now be complied with, on or before June 30, 2020.
- The requirement of the Risk Management Committee of each listed entity to meet at least once a year, in terms of LODR Regulation 21 (3A) has now been extended till June 30, 2020.
- The requirement of holding an AGM under LODR Regulation 44(5) by top 100 listed entities by market capitalisation for Financial Year 2019-20 has been extended until September 30, 2020.
- The requirement under Regulation 29 (2) of intimating the Stock Exchange five (5) working days prior to the meeting of the board to discuss financial results has been reduced to two (2) days, for such meetings held till July 31, 2020.
- Timelines for compliance filings under LODR extended:
- The due date under LODR Regulation 7(3) with respect to submission of compliance certificate to the Stock Exchange by a listed entity ensuring maintenance of activities, which is to be filed within one (1) month of the end of each half of the financial year, has now been extended till May 31, 2020.
- The due date under LODR Regulation 13(3) relating to filing of Investor complaints by a listed company, which is twenty one (21) days from end of the each financial quarter has now been extended till May 15, 2020.
- The due date under LODR Regulation 24A read with circular dated February 8, 2019 relating to filing of the Secretarial Compliance report by a listed entity within sixty (60) days from the end of the financial year has now been extended till June 30, 2020.
- The due date under LODR Regulation 27(2) relating to Corporate Governance report to be filed by a listed entity, within fifteen (15) days from end of each financial quarter has been extended till May 15, 2020.
- The due date under LODR Regulation 31 relating to Shareholding Pattern to be filed by a listed entity, within twenty one (21) days from end of each financial quarter has been extended till May 15, 2020.
- The due date relating to Quarterly Financial Results to be filed by issuers of commercial papers / non-convertible debentures / non-convertible redeemable preference shares, within forty five (45) days from end of the quarter and Annual Financial Results to be filed within sixty (60) days from end of the financial year has been extended till June 30, 2020.
- The effective date of SEBI circular on Standard Operating Procedure (“SoP”) dated January 22, 2020 on imposition of fines and other enforcement actions for non-compliance with provisions of LODR has been extended and will now be effective from compliance periods ending on and after June 30, 2020. Meanwhile, the SoP circular dated May 03, 2018 would continue to apply till such date.
- Under Regulation 47 and 52 (8) of the LODR, listed companies are required to publish information such as, inter alia, notice of the board meetings, financial results, in the newspapers as per the times lines prescribe therein. Such compliances have been exempted till May 15, 2020.
- Regulation 39 (3) of LODR requires listed entities to submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two (2) days of getting such information. For any delay in the intimations which are required to be made between March 01, 2020 to May 31, 2020, the penal provisions laid down vide SEBI circular dated May 03, 2018 will not attracted.
- Authentication/ certification of any filing/ submission made to the Stock Exchange under the LODR can be done using digital signature certification, until June 30, 2020.