Relaxation in relation to Regulation 44(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('LODR')

Securities and Exchange Board of India

CIRCULAR

SEBI/HO/CFD/CMD1/CIR/P/2020/71

April 23, 2020

To

All listed entities that have listed their specified securities

All Recognized Stock Exchanges

All Depositories

Madam / Sir,

Subject: Relaxation in relation to Regulation 44(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘LODR’) on holding of Annual General Meeting (AGM) by top 100 listed entities by market capitalization, due to the COVID –19 pandemic

1.Regulation 44(5) oftheLODR requires top 100 listed entities by market capitalization to hold theirAnnual  General  Meeting(AGM)within  a  period  of  five  months  from  the  date  ofclosing  of  the financial year. SEBI vide Circular dated March 26, 2020 (SEBI/HO/CFD/CMD1/CIR/P/2020/48) had relaxed this  requirement by onemonth for  listed entities  whose financial year ends  onMarch  31, 2020.

2.Subsequently, the Ministry of Corporate Affairs (MCA) vide Circular No.18/2020 dated April 21, 2020 has clarified that “...if the companieswhose financial year (other than the first financial year) has ended on December 31, 2019 hold their AGM for such financial year within a period of nine months from the closure of the financial year (i.e., by September 30, 2020), the same will not be treated as a violation.”

3.Accordingly,regulation 44(5) of the LODRis relaxed wherebythe top 100 listed entities by market capitalization whosefinancial year ended onDecember 31, 2019 mayhold theirAGM within a period of nine months from the closure of the financial year (i.e., by September 30, 2020).

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

5.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.

6.This Circular is available at www.sebi.gov.inunder the link “LegalCirculars”.

Yours faithfully,

Pradeep Ramakrishnan

General Manager

Corporation Finance Department

Compliance and Monitoring Division-1

+91-22-26449246

pradeepr@sebi.gov.in