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Thursday, 3 September 2020

SEBI Compliance Tracker - September, 2020


President re-promulgates SEBI ordinance - The Hindu

SEBI Compliance Tracker 

for the month of September, 2020





1. SEBI – Securities Exchange Board of INDIA

Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015

v  Half Yearly Compliances


Sl. No.

Regulation No.

Compliance Particular

Compliance Period
(Due Date)

Revised Due Date
1.
Regulation 33
Quarterly / Annually
Relating to Financial Results
Un audited Financial Results within 45 days & Audited finance within 60 days

Q. 15.05.2020
A. 30.05.2020





15.09.2020

v  Annual Compliance


Sl. No.

Regulation No.

Compliance Particular

Compliance Period
(Due Date)




1



Regulation 24A


Secretarial Audit

Due date Extended to 31.07.2020
Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019. (within 60 days from the Closure of FY)


v  COMPLIANCE ON IMPACT OF COVID 19:Reg 4(2)(e),30,33,51
Advisory on disclosure of material impact of COVID-19 pandemic on listed entities under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: Link

v  Event based Compliances


Sl. No.

Regulation No.

Compliance Particular

Compliance Period
(Due Date)



1.

Regulation 7 (5)
Intimation of
appointment / Change of Share Transfer Agent.


Within 7 days of Agreement with
RTA.


 2.


Regulation 17(2)



Meeting of Board of Directors



COVID-19 Relaxation:
The board of directors and Audit Committee of the listed entity are exempted from observing the maximum stipulated time gap between two meetings.
Extension of maximum time gap between two board/Audit Committee meetings as provided by circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/38 dated March 19, 2020 is further extended till July 31, 2020.

However the board of directors / Audit Committee shall ensure that they meet at least four times a year, as stipulated under regulations 17(2) and 18(2)(a) of the LODR.




3.


Regulation 18(2)


Meeting of the audit committee



4.


Regulation 29


Notice for Board Meeting to consider the prescribed matters.

COVID19 Relaxation

Board meetings in all cases –
2 days in respect of Board Meetings held till July 31, 2020.



5


Regulation 30 

Outcome of Board Meeting (Schedule III Part A- (4)


within 30 minutes of the closure of the meeting




6.



Regulation 39 (3)

Intimation to Stock Exchanges regarding loss of share certificates and issue of the duplicate certificates - within 2 days of its getting information.



Extension granted:
No penalty for delay in intimation made between March 1 to May 31, 2020






7.






Regulation 40






Transfer or transmission or transposition of securities

After due verification of the documents, the Listed Company shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the date of such receipt of request for transfer:

Transmission requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 days respectively, after receipt of the specified documents



8.


Regulation 43


Declaration of Dividend


The company has to declare and disclose the dividend on per share basis only.




9.



Regulation 46

Company Website:.
Listed entity shall disseminate the information as stated in Regulation 46 (2)


Shall update any change in the content of its website within
2 working days from the date of such change in content.






10.




Regulation 50




Intimation to stock exchange(s).
Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.



11.



Regulation 57



Other submissions to stock exchange(s).


Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.








12.








Regulation 82







Intimation and filings with stock exchange(s).

Intention to issue new securitized debt instruments either through a public issue or on private placement basis :

Reg. 82(2) : Intimation of Meeting
at least 2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered



13.

SCHEDULE III
PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES

Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30)

(7B) In case of resignation of an independent director of the listed entity, within 7 days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities as mentioned in 7B (i), 7B(ii) & 7B(iii).




14.



Regulation 106J


Period of subscription and issue of allotment letter.
A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than 10 days.



15.


Regulation 108


Application for Listing.
The issuer / the issuing company, shall, make an application for listing, within 20 days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time.







16.






Regulation 23





Corporate governance requirements with respect to subsidiary of listed entity
The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.

17
Regulation 23(9)

The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis.


Disclosure Of Related Party Transactions Pursuant To Regulation 23(9) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 WITHIN 30 days from the date of publication of Financial Results (for half year )







18.




Regulation 30 (6) read with Para A of Part A of Schedule III (except sub para 4 of with Para A of Part A of Schedule III
The listed entity shall first disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information:

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for delay
Example :
Proceedings of Annual and extraordinary general meetings of the listed entity.





24 hours of Occurrence of event




19.




SCHEDULE III
PARTA A
(SUB CLAUSE 7A)

In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor







24 hours of Occurrence of event





20.




SCHEDULE III
PARTA A
(SUB CLAUSE 7B)
In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities





within 7 days from the date of resignation





21.
Regulation 37(1)
Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.


Before filling the same with any court or tribunal
22
Regulation 37(1) read with Section 31 of the Insolvency Code,

within one day of the resolution plan being approved
23
Regulation 42(2)
The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 42(1) Record date)

7 working days (excluding the date of intimation and the record date)
24.
Regulation 44(3)

The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.

within 48 hours of conclusion of its General Meeting
25.
Regulation 31A
Re-classification of status of a promoter/ person belonging to promoter group to public

an application for re-classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting.

Not later than 30 days of general Meeting
26.
Regulation 50(1)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
Intimation to stock exchange(s).
Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.



at least 11 working days
27.
Regulation 50(3)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered.

at least 2 working days in advance, excluding the date of the intimation and date of the meeting
29.
Regulation 52(5)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4),ie information submitted with Financial Results submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents.
7 working days of FR
31.
Regulation 57
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
Other submissions to stock exchange(s).
Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.


within 2 days
32.
Regulation 60(2)
(Debt OR Non-Convertible Redeemable Preference Shares Or Both)
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date.
(Refer 60(1) Record date)

7 working days (excluding the date of intimation and the record date)
33.
Regulation 78(2)
(Obligations of listed entity which has listed its indian depository receipts)

Record date
The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date.

at least 4 working days
34.
Regulation 82
(Obligations Of Listed Entity Which Has Listed Its Securitised Debt Instruments)
Intimation and filings with stock exchange(s).

Intention to issue new securitized debt instruments either through a public issue or on private placement basis.
At least 2 working days in advance
35.
Regulation 87(2)
(Obligations of listed entity which has listed its Indian depository receipts)

Record date
The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.
at least 7 working days(excluding the date of intimation and the record date)
36.
Regulation 87B
(Obligations Of Listed Entity Which Has Listed Its Security Receipts)


The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for the delay.

24 hours of Occurrence of event


Few More SEBI (LODR) Relaxations:


Sl. No.


Compliance Particulars

Due Date

Extended Due Date
1
Regulation 44(5) relating to holding of AGM by top 100 listed entities by market capitalization for FY 19-20
Relaxations on holding AGM by top 100 listed entities vide circular dated April 23, 2020

31.08.2020

30.09.2020







2.
Regulation 19(3A)
The nomination and remuneration
committee shall meet at least once in
a year

Regulation 20(3A)
The Stakeholders Relationship committee
shall meet at least once in a year.

Regulation 21(3A)
The Risk Management Committee shall
meet at least once in a year.






31.03.2020





30.06.2020

Nomination and Remuneration Committee, Stakeholder Relationship Committee and Risk Management Committee shall meet atleast once in a year extended by 3 months i.e. June 30, 2020
3.
Regulation 47: Publication of advertisements in the newspapers

It has been decided to exempt publication of advertisements in newspapers as required under regulation 47 for all events.
No advertisement publication in newspaper required for events taking place up to June 30, 2020
4
Regulation 52 (1) and (2) relating to Financial Results

a) 45 days from the end of the Half Year
b) 60 days from the end of Financial Year for Annual Financial Results



15.05.2020

30.05.2020



31.07.2020
5.
Regulation 44(5)
holding of Annual General Meeting (AGM) by top 100 listed entities by market capitalization, due to the COVID –19 pandemic

31.08.2020

30.09.2020


6.
Regulation 36 (1)(b) & (c) ;
Regulation 58 (1)(b) &(c)
Hard copy of the statement containing salient features of all the documents, as prescribed in Section 136 of the Companies Act, 2013 to the shareholders who have not registered their email addresses and hard copies of full annual reports to those shareholders, who request for the same

SEBI has dispensed with the requirement of dispatch of hard copies for all listed entities who conduct their AGM till December 31, 2020
7.
Regulation 44(4)
Proxy for general meetings
SEBI has dispensed with this requirement temporarily for all listed entities who conduct their AGM through electronic mode only till 31st December, 2020
8.
Regulation 12
Dividend warrants of cheques
SEBI has clarified that this requirement shall apply only once postal services resume normal operations. Where email addresses of shareholders are available, listed entities shall endeavour to obtain their bank account details and use the electronic modes of payment specified in Schedule I of the SEBI (LODR), Regulations, 2015.

9.
Regulation 52(8)
Newspaper publication of financial results

Within 2 calendar days of the conclusion of the meeting of the board of directors
No advertisement publication in newspaper required for events taking place up to June 30, 2020

10.
Regulation 33(3)(b)
All listed entities having subsidiaries must submit quarterly/year-to-date consolidated financial results on a quarterly basis. The Companies (Indian Accounting Standards) Rules, 2015 provide for the phased adoption of Ind AS is currently applicable to all listed entities except entities in the banking and insurance sectors
Considering the challenges faced in preparing consolidated financial results due to different accounting standards being followed, listed entities that are in or have subsidiaries in the banking or insurance sectors may submit consolidated financials for the quarter ended June 30, 2020 voluntarily. Entities that choose to publish only standalone results must provide reasons for doing so.
however, such entities must continue to submit quarterly/year-to-date standalone financial results.

11.
Clarification regarding the use of digital signatures

Authentication /certification of any filing /submission made to stock exchanges under LODR may be done using digital signature certifications until June 30, 2020

 2. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued and publish dated 27th March 2020, has published Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic.".


Sl. No.

Regulation No.

Compliance Particular
Compliance Period
(Due Date)





1





Regulation 30(1)
Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of March, in such target company in such form as may be specified.



Report as per the 2020 calendar are required to be filed by April 15, 2020


Due Date Extended

It has been decided by SEBI to extend the due date of filing disclosures, in terms of Regulations 30(1), 30(2) and 31(4) of the SAST Regulations for the financial year ending March 31, 2020 to June 01, 2020.



2



Regulation 30(2)
The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may

3.
Regulation 31(1) read with Regulation 28(3) of Takeover Regulations
AUGUST 7, 2019 CIRCULAR
The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company,
within 2 (two) working days
4.
Regulation 31(4)
Disclosure of encumbered shares
Promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the 31st March, in such target company in such form as may be specified


3. SEBI (Prohibition of Insider Trading) Regulations, 2015


Sl. No.

Regulation No.

Compliance Particular
Compliance Period
(Due Date)






1




Regulation 7(2)
“Continual Disclosures”

Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees (10,00,000/-) or such other value as may be specified;



Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information

4. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018


Sl. No.

Regulation No.

Compliance Particular

Compliance Period
(Due Date)




1
Schedule XIX - Para (2) of ICDR
Read with Reg 108 of SEBI LODR
“The issuer shall make an application for listing from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”.
In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from the
date of allotment within 20 days (unless otherwise specified).

Within 20 days from the date of allotment

2
Regulation 162

The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.
Within 18 months from date of allotment
3
SEBI CIRCULAR
Aug 19, 2019
Application for trading approval to the stock exchange Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.
Within 7 working days from grant of date of listing approval
4
Regulation 76
Application for rights issue
The issuer along with lead managers and other parties related to the issue shall constitute an optional mechanism (non-cash mode only) to accept the applications of the shareholders to apply to rights issue subject to ensuring that no third-party payments shall be allowed in respect of any application
5.
Regulation 77
Service of Documents
In case if the company fails to adhere to modes of dispatch through registered post or speed post or courier services due to Covid-19 conditions it will not be treated as non-compliance during the said period.
The issuers shall publish required & necessary documents on the websites of the company, registrar, stock exchanges and the lead managers to the rights issue
6
Regulation 84

Advertisement
Issuer has the flexibility to publish the advertisement in additional newspapers above those required in Regulation 84. The advertisement should also be made available on:

A. Website of the Issuer, Registrar, Lead Managers, and Stock Exchanges.
B. Television channels, radio, the internet, etc. to spread information related to the process.

7.
All offer documents filed until July 31, 2020
A. Authentication/ certification for offer documents can be done through DSC.
B. The issuer shall provide a procedure to inspect documents electronically








5. SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)



Sl. No.

Regulation No.

Compliance Particular

Compliance Period
(Due Date)






1




Regulation 11 and 24(iv)
Extinguishment of equity shares in connection with Buyback The particulars of the security certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within seven days of extinguishment and destruction of the certificates



7 days of extinguishment and destruction of the certificates



2


Regulation 24(i) (f)



Minimum time between buy back and raising of funds
Temporary relaxation in the period of restriction provided in Regulation 24(i)(f) from “one year” to “six months”

Applicable up to December 31, 2020 only


5. SEBI (Depositories and Participants) Regulations 2018)


Sl. No.


Compliance Particulars

Due Date

Extended Due Date

1.
Regulation 76
Reconciliation of Shares and Capital Audit
30.04.2020
Equivalent period of lock down declared by Government of India i.e. 21 days, over and above the prescribed time limits

2.
Regulation 74 (5)
Certificate Received from Registrar



6. Timelines for compliance with the regulatory requirements by DPs / RTAs / KRAs

Compliance requirements for which timelines were extended vide SEBI circular No. SEBI/HO/MIRSD/DOP/CIR/P/2020/62
dated April 16, 2020.
S. Nos. for which timeline is extended
Extended timeline/  Period of exclusion
Processing of the demat request form by Issuer / RTA.
I
Period of exclusion shall be from 23.03.2020
till 30.09.2020.

A 15day time period after 30.09.2020 is allowed to Depository / DPs, to clear the back log.
Processing of the demat request form by the Participants
II
 KYC application form and supporting documents of  
 the clients to be uploaded on system of KRA within 10 working days.
III
Compliance requirements for which timelines were extended vide SEBI circular  No.
SEBI/HO/MIRSD/DOP/CIR/P/2020/72
dated April 24, 2020.
S. Nos. for which timeline is extended
Extended timeline/  Period of exclusion
Submission of half yearly Internal Audit Report (IAR) by DPs for half year ended March 31, 2020.
II
30.09.2020
Redressal of investor grievances.
III
Period of exclusion shall be from 23.03.2020
till 30.09.2020.

A 15day time period after 30.09.2020 is allowed to Depository / DPs, to clear the back log.
Transmission of securities.
IV
Closure of demat account.
V
Systems audit on annual basis.
VI
30.09.2020 for the financial year ended on 31.03.2020

7. SEBI RELAXATIONS FOR PREFERENTIAL ISSUES MATTERS
Securities Exchange Board of India (SEBI) vide Press Release no. PR No.35/2020 dated 23rd June, 2020 has come out with Relaxations for Listed Companies having stressed assets aimed at helping stressed companies raise capital through timely financial intervention, at the same time protecting the interest of shareholders.

Relaxations are divided into two main parts:

·         Relaxations in the pricing methodology for preferential issues
·         exempt allottees of preferential issues from open offer obligations

What are the relaxations:
Pricing of their preferential allotments

Exempted from making an open offer
not less than the average of the weekly high and low of the volume weighted average prices of the related equity shares during the two weeks preceding the relevant date.
if the acquisition is beyond the prescribed threshold or if the open offer is warranted due to change in control, in terms of Takeover Regulations.’

Read full at : Click here

This article is updated till 31st August, 2020 with all Laws / Regulations and their respective amendments.                                   

----------------------------------------------THE END---------------------------------------------
Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition

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