SEBI Compliance Calendar:
Compliance Requirements under:
A. SEBI (LODR) Regulations, 2015
B. SEBI Takeover Regulations 2011
C. SEBI (Prohibition of Insider Trading) Regulations, 2015
D. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
E. SEBI (Buyback of Securities) Regulations, 2018
F. SEBI (Depositories and Participants) Regulations 2018)
G. Notifications / Circulars Tracker _ 01st May. 2020 – 31st May 2020
SEBI Compliance Calendar:
A. Compliance
Requirement under SEBI (LODR) Regulations, 2015
v Half Yearly Compliances
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Sl. No.
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Regulation No.
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Compliance Particular
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Compliance Period
(Due Date)
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Revised Due Date
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1
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Regulation 7(3)
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Compliance Certificate
certifying maintaining physical and electronic transfer facility
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Within one month of end
of each half of the financial year
(on or before 30 April, 2019)
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31.05.2020
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2
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Regulation 40(9)
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Certificate from
Practicing Company Secretary (PCS)
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Within one month of end
of each half of the financial year
(on or before 30 April, 2019)
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31.05.2020
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3
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Regulation 33
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Quarterly / Annually
Relating to Financial
Results
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Un audited Financial Results
within 45 days & Audited finance within 60 days
Q. 15.05.2020
A. 30.05.2020
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30.06.2020
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v Event based Compliances
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Sl. No.
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Regulation No.
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Compliance Particular
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Compliance Period
(Due Date)
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1.
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Regulation 7 (5)
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Intimation of
appointment / Change of
Share Transfer Agent.
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Within 7 days of Agreement with
RTA.
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2.
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Regulation 17(2)
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Meeting of Board of Directors
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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 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 at least four times a year, as stipulated under regulations 17(2)
and 18(2)(a) of the LODR.
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3.
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Regulation 18(2)
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Meeting of the audit committee
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4.
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Regulation 29
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Notice for Board Meeting to consider the prescribed matters.
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COVID19 Relaxation
Board meetings in all cases –
2 days in respect of Board Meetings held till July 31, 2020.
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5
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Regulation 30
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Outcome of Board Meeting
(Schedule III Part A- (4)
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within 30 minutes of the closure of the
meeting
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6.
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Regulation 39 (3)
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Intimation to Stock Exchanges
regarding loss of share certificates and issue of the duplicate certificates
- within 2 days of its getting
information
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Extension granted:
No
penalty for delay in intimation made between March 1 to May 31, 2020
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7.
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Regulation 40
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Transfer or transmission or
transposition of securities
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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
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8.
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Regulation 43
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Declaration of Dividend
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The company has to declare
and disclose the dividend on per share basis only.
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9.
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Regulation 46
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Company Website:.
Listed entity shall disseminate
the information as stated in Regulation 46 (2)
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Shall update any change in
the content of its website within
2 working days from
the date of such change in content.
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10.
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Regulation 50
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Intimation to stock exchange(s).
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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.
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11.
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Regulation 57
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Other submissions to stock
exchange(s).
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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.
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12.
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Regulation 82
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Intimation and filings with
stock exchange(s).
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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
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13.
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SCHEDULE III
PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED
SECURITIES
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Events which shall be disclosed
without any application of the guidelines for materiality as specified in
sub-regulation (4) of regulation (30)
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(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).
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14.
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Regulation 106J
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Period of subscription and
issue of allotment letter.
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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.
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15.
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Regulation 108
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Application for Listing.
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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.
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16.
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Regulation 23
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Corporate governance
requirements with respect to subsidiary of listed entity
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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.
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17.
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Regulation 24A
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Secretarial Audit
Due date Extended to 30.06.2020
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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.
On or before: 30th day of May
(within 60 days from the Closure of FY)
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18.
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Regulation 23(9)
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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.
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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 )
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19.
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Regulation 44(3)
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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.
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within 48 hours of conclusion of its General Meeting
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20.
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Regulation
31A
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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.
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Not later than 30 days of general Meeting
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21.
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Regulation
50(1)
(Debt
OR Non-Convertible Redeemable Preference Shares Or Both)
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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.
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at least 11 working days
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22.
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Regulation
50(3)
(Debt
OR Non-Convertible Redeemable Preference Shares Or Both)
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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.
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at least 2 working days in advance, excluding the date
of the intimation and date of the meeting
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23.
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Regulation
52(5)
(Debt
OR Non-Convertible Redeemable Preference Shares Or Both)
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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.
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7 working days of FR
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24.
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Regulation
57
(Debt
OR Non-Convertible Redeemable Preference Shares Or Both)
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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.
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within 2 days
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Few More SEBI (LODR)
Relaxations:
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Sl. No.
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Compliance Particulars
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Due Date
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Extended Due Date
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1
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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
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31.08.2020
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30.09.2020
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2.
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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.
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31.03.2020
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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
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3.
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Regulation
47: Publication of advertisements in
the newspapers
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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
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4
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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
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15.05.2020
30.05.2020
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30.06.2020
30.06.2020
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5.
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Regulation 44(5)
holding of Annual
General Meeting (AGM) by top 100 listed entities by market capitalization,
due to the COVID –19 pandemic
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31.08.2020
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30.09.2020
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6.
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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
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SEBI has dispensed with
the requirement of dispatch of hard copies for all listed entities who
conduct their AGM till December 31, 2020
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7.
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Regulation 44(4)
Proxy for general
meetings
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SEBI has dispensed with
this requirement temporarily for all listed entities who conduct their AGM
through electronic mode only till 31st December, 2020
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8.
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Regulation 12
Dividend warrants of
cheques
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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.
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9.
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Regulation 52(8)
Newspaper publication
of financial results
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Within 2 calendar days of the conclusion of the meeting of the
board of directors
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No advertisement publication in newspaper required for events
taking place up to June 30, 2020
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10.
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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
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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.
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11.
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Clarification regarding
the use of digital signatures
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Authentication /certification of any filing /submission made
to stock exchanges under LODR may be done using digital signature
certifications until June 30, 2020
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B. SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011
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Sl. No.
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Regulation No.
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Compliance Particular
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Compliance Period
(Due Date)
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1
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Regulation 30(1)
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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.
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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.
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2
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Regulation 30(2)
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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
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3.
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Regulation 31(1) read with Regulation
28(3) of Takeover Regulations
AUGUST 7, 2019 CIRCULAR
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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,
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within 2 (two) working days
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4.
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Regulation 31(4)
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Disclosure
of encumbered shares
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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
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C.
SEBI (Prohibition of Insider Trading) Regulations, 2015
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Sl. No.
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Regulation No.
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Compliance Particular
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Compliance Period
(Due Date)
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1
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Regulation 7(2)
“Continual Disclosures”
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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;
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Every company shall notify; within two trading days of receipt
of the disclosure or from becoming aware of such information
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D.
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
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Sl. No.
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Regulation
No.
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Compliance
Particular
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Compliance
Period
(Due Date)
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1
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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
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2
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Regulation
162
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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
|
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3
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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
|
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4
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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
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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
|
|
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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.
|
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E.
SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)
|
Sl. No.
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Regulation No.
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Compliance Particular
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Compliance Period
(Due Date)
|
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1
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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
|
F. SEBI (Depositories and Participants)
Regulations 2018)
|
Sl. No.
|
Compliance Particulars
|
Due Date
|
Extended Due Date
|
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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
|
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2.
|
Regulation 74 (5)
Certificate Received
from Registrar
|
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G. List of BSE
Circulars:
|
Circulars
|
Date
|
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May 28, 2020
|
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May 20, 2020
|
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May 18, 2020
|
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May 18, 2020
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May 13, 2020
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May 13, 2020
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All BSE circulars are available
at:
q
Key announcements:
1. BSE SME LISTING ELIGIBILITY NORMS
REVISED DUE TO COVID-19
Bombay
Stock Exchange (BSE) vide notice no. 20200522-21 dated 22nd May, 2020 has
issued Notification related to “Relaxation in Eligibility Criteria for SMEs in
view of Covid-19 Pandemic Situation”.
This
circular has been issued to amend BSE circular dated 19th April 2012 related to
eligibility criteria for companies seeking listing on BSE SME Platform as well
as the guidelines for migration from SME Platform to main platform of BSE Ltd.
Applicability
: applicable with effect from June 1, 2020.
2. Extension of
due date for payment of Annual Listing Fees - F.Y. 2020-21 - BSE
Kindly
note that due to current pandemic situation and lockdown measures across the
country, the due date for payment of Annual Listing Fees for F. Y.
2020-21 has been extended to June 30, 2020.
3. “ADDITIONAL DISCLOSURE UNDER
FINANCIAL STATEMENTS AS PER REG. 33 OF THE SEBI LODR 2015”
Securities and Exchange Board of India (SEBI)
vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/84 dated 20th May, 2020 has
issued Notification related to “Advisory on disclosure of material impact of
COVID–19 pandemic on listed entities under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (‘LODR Regulations’/‘LODR’)” in
exercise of the powers conferred under Section 11(1) of the Securities and
Exchange Board of India Act, 1992 read with Regulation 101 of the LODR
Regulations.
Disclaimer:
IN NO EVENT THE AUTHOR SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS INFORMATION.
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