CIRCULAR
SEBI/HO/DDHS/ON/P/2020/41 March 23, 2020
To,
All listed entities/issuers who have listed/proposed to list
NCDs/NCRPS/CPs/MDS All Recognized Stock Exchanges
All Debenture Trustees
All Registered Merchant Bankers
Madam / Sir,
Sub: Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and certain SEBI Circulars due to the CoVID -19 virus pandemic – continuation
1. SEBI vide circular no. SEBI/HO/CD/CMD1/CIR/P/2020/38 dated March 19, 2020 has provided certain relaxations to listed entities which have listed their specified securities with regard to extension of timelines prescribed under Regulations 7(3), 13(3), 33 etc. of SEBI (LODR) Regulations, 2015.
2. In continuation to the aforesaid circular, it has been decided to clarify with regards to certain timelines for listed entities and grant relaxations to listed entities which have listed their Non-Convertible Debentures (NCDs), Non-Convertible Redeemable Preference Shares (NCRPS), Municipal Debt Securities (MDS) and Commercial Papers (CPs).
A. Extension of timeline for issuance and filings for issuers who have listed /propose to list their Non-Convertible Debentures (NCDs) / Non-Convertible Redeemable Preference Shares (NCRPS)/ Commercial Paper(s)
3. SEBI vide its circular no. CIR/IMD/DF/18/2013 dated October 29, 2013 provides that companies proposing to make public issue of debt securities are required to give the audited financials in the offer document, which are not older than 6 months from the date of prospectus. However compliant listed entities are allowed to disclose unaudited financials with limited review report, instead of audited financials, for the stub period.
4. Similarly, for issuers, which intend to list their CPs, SEBI has vide circular SEBI/HO/DDHS/CIR/P/2019/115 dated October 22, 2019 and SEBI/HO/DDHS/CIR/P/2019/167 dated December 24, 2019 provided that issuer has to submit its latest audited financials which should not be older than six month, however are allowed to file unaudited financial with limited review for the stub period in the current financial year.
5. In order to enable issuers who intend/propose to list their NCD/NCRPS/CPs, it has been decided to grant the following relaxations in timelines:
|
Particulars |
Available Audited financials |
Date for issuance |
Extended date for issuance |
Period of relaxation |
|
Cut off date for issuance of NCDs/NCRPS/CPs |
As on September 30, 2019 |
On or before March 31, 2020 |
On or before May 31, 2020 |
60 Days |
B. Extension of timeline for filings under SEBI (LODR) Regulation 2015
6. The timelines for certain filings as required under the provisions of the LODR and aforesaid circulars are extended, as follows:
|
Sl no. |
Regulation and associated filing |
Filing |
Relaxation w.r.t. the Half Year / Financial Year ending March 31, 2020 |
|||
|
Frequency |
Due within |
Due Date |
Extended date |
Period of relaxation |
||
|
1. |
Large Corporate- Initial Disclosure and Annual Disclosure (SEBI Circular HO/DDHS/CIR/P/2018/144 dated November 26, 2018) |
Yearly |
Initial Disclosure - within 30 days from the beginning of Financial year Annual Disclosure - within 45 days from the end of Financial year |
April 30,2020 May 15,2020 |
June 30,2020 June 30,2020 |
60 Days 45 Days |
|
Non-Convertible Debentures (NCDs) / Non-Convertible Redeemable Preference Shares (NCRPS) |
||||||
|
2. |
Regulation 52 (1) and (2) relating to Financial Results |
Half yearly/Yearly |
45 days from the end of the Half Year |
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 |
30 Days |
|||
|
3. |
Common obligations prescribed under Chapter-III of SEBI (LODR) Regulations, 2015 |
Timelines as prescribed in SEBI Circular no. SEBI/HO/CD/CMD1/ |
||||
|
CIR/P/2020/38 dated March 19, 2020 |
||||||
|
Commercial Papers (CPs) |
||||||
|
4. |
Financial Results |
Half yearly/Yearly |
45 days from the end of the Half Year |
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 |
30 Days |
|||
C. Extension of timeline for filings prescribed for Issuers of Municipal Debt Securities
7.The timelines for certain filings as required under the provisions of the ILDM Regulations and SEBI circular nos. CIR/IMD/DF1/ 60 /2017 dated June 19, 2017 and SEBI/HO/DDHS/CIR/P/134/2019 dated November 13, 2019 are extended, as follows:
|
Sl no. |
Regulation and associated filing |
Filing |
Relaxation w.r.t. the Half Year / Financial Year ending March 31, 2020 |
|||
|
Frequency |
Due within |
Due Date |
Extended date |
Period of relaxation |
||
|
1. |
Investor Grievance Report as per Municipal Bond- |
Half Yearly |
within 30 working days from end of Half Year |
June 30, 2020 |
45 Days |
|
|
2. |
Financial Results |
Half Yearly |
60 days from the end of Financial Year for Annual Financial Results |
May 30,2020 |
June 30, 2020 |
30 Days |
|
3. |
Accounts maintained by Issuers under ILDM Regulations |
Quarterly |
45 days from end of quarter |
May 15,2020 |
June 30,2020 |
45 Days |
8. 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 NCDs, NCRPS, MDS and CPs and also disseminate on their websites.
9. 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 Regulation 29 of ILDM Regulations the relaxations contained herein are subject to the provisions of the Companies Act, 2013 and rules made thereunder.
10.The circular is available on SEBI website at www.sebi.gov.in under the category - 'Legal - Circulars'.
Richa G. Agarwal Deputy General Manager
Department of Debt and Hybrid Securities
Email id: richag@sebi.gov.in
+91-22-26449596
Due to the spread of Coronavirus(COVID-19)the Security and Exchange Board Of India(SEBI) has given relaxations from compliance of certain provisions of the SEBI Regulations 2015. The timelines for certain filings as required under the provisions of the LODR have been extended for this quarter.
CIRCULAR
SEBI/HO/CFD/CMD1/CIR/P/2020/38 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:
|
Sl 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 relaxation |
||
|
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/CMD1/27/201 9 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 thequarter 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 www.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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