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

Last updated: 27 March 2020

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Due to the global COVID-19 pandemic and its impact on business operations, SEBI has introduced temporary relaxations for listed entities regarding the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These relaxations include extended deadlines for various filings, such as compliance certificates, investor complaints statements, secretarial compliance reports, corporate governance reports, shareholding patterns, and financial results, for the quarter ending March 31, 2020. Additionally, listed entities and their audit committees are exempted from observing the maximum 120-day time gap between board and audit committee meetings for meetings held or proposed between December 1, 2019, and June 30, 2020, provided they still meet at least four times a year.

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
Sl no.	Regulation and associated filing	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/CMD1/27/2019 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	3weeks (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
6.	Regulation 33 relating to Financial Results	Quarterly / Annual	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

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

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
Sl no.	Regulation and associated filing	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/CMD1/27/2019 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 2020	15,	1 month
5.	Regulation 31 relating to Shareholding Pattern	Quarterly		21 days from the end of the quarter	April 21, 2020	May 2020	15,	3weeks (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 2020	30,	45 days
				60 days from the end of Financial Year for Annual Financial Results	May 30, 2020	June 2020	30,	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.

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

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

FAQ :

The circular provides temporary relaxations from certain compliance requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for listed entities due to the impact of the COVID-19 pandemic.

Deadlines are extended for filings including compliance certificates on share transfer facility, statements of investor complaints, secretarial compliance reports, corporate governance reports, shareholding patterns, and financial results for the quarter/financial year ending March 31, 2020.

The period of relaxation varies, with extensions ranging from approximately 3 weeks to 45 days for different types of filings.

Yes, listed entities and their Audit Committees are exempted from the 120-day maximum time gap between meetings for those held or proposed between December 1, 2019, and June 30, 2020, provided they still meet at least four times annually.

This circular comes into force with immediate effect from its date of issue, March 19, 2020.