INTRODUCTION
In an attempt to impede the spread of Covid-19 virus, the nation is under a mandatory 21-day lockdown since 25th March 2020. As a measure to assist the crippling economy, the Government of India and various regulators such as Securities and Exchange Board of India (“SEBI”) have granted certain reliefs and relaxations from filing and other requirements under various regulations.
SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011
As is the usual norm, the date for filing of disclosures under regulations 30(1), 30(2) and 31(4) is 31st March of every financial year. Regulations 30(1) and 30(2) state that every person who together with persons acting in concert with him holds 25% or more of the shares / voting rights in a target company and the promoters (together with the persons acting in concert with him) shall disclose their aggregate shareholding and voting rights held in a target company. Additionally, the promoters also need to disclose that no encumbrances have been created over their shareholding. under regulation 31(4). The due date for making all these disclosures has been extended to 1st June 2020.
SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
The LODR regulations principally provide for multiple disclosures and compliances to be made by listed companies. In view of the lockdown and resultant logistical challenges, SEBI has provided for the following major relaxations:
Sr. No. | Requirement | Regulation | Relaxation |
1 | Compliance certificate in relation to share transfer facility | 7 (3) | 1 Month.
The date for filing the half yearly compliance certificate on share transfer facility has been extended from 30th April 2020 to 31st May 2020. |
2 | Statement of investor complaints | 13 (3) | 3 Weeks (appx.)
The date for filing the quarterly statement of investor complaints has been extended from 21st April 2020 to 15th May 2020 |
3 | Secretarial compliance report | 24 (4) | 1 Month
The date for filing the annual secretarial compliance report has been extended from 30 May 2020 to 30 June 2020. |
4 | Corporate governance report | 27 (2) | 1 Month
The date for filing the quarterly corporate governance report has been extended from 15th April 2020 to 15th May 2020. |
5 | Class wise shareholding pattern |
| 3 Weeks (appx.)
The date for filing the quarterly shareholding pattern has been extended from 21st April 2020 to 15th May 2020. |
6 | Quarterly and Annual financial results | 33 (3) (a) and 33 (3) (d) | 45 Days The date for filing the quarterly financial results has been extended from 15th May 2020 to 30th June 2020.
60 Days The date for filing the quarterly financial results has been extended from 30th May 2020 to 30th June 2020. |
7 | CS certification in relation to timely issuance of share certificates. | 40 (9) | 1 Month
The date for filing the certificate from a practicing CS on timely issuance of share certificates has been extended from 30th April 2020 to 31st May 2020. |
8 | Frequency of meetings of (i) nomination and remuneration committee; (ii) stakeholders relationship committee; (iii) risk management committee 19 | 19 (3A)
20 (3A) | 3 Months
21 (3A) An extension till 30th June 2020 has been granted to these committees for fulfilling the requirement of holding at least 1 meeting in a year. |
9 | Advertisements in newspapers of information such as notice of the board meetings, financial results etc. |
| Exemption till 15th May 2020
It has been decided to exempt publication of advertisements in newspapers for all events scheduled till 15th May 2020 |
10 | Half-yearly and Annual financial results | 52 (1)
52 (2) | 45 Days The date for filing the quarterly financial results has been extended from 15th May 2020 to 30th June 2020.
30 Days The date for filing the quarterly financial results has been extended from 30th May 2020 to 30th June 2020. |
SEBI (MUTUAL FUNDS) REGULATIONS, 1996
SEBI has also provided for certain relaxations to mutual funds. The effective date of implementation of different circulars such as relating to (i) Risk management framework for liquid and overnight funds; and (ii) Review of investment norms for mutual funds in debt and money market instruments; have been extended to 1st May 2020. The requirement of making half yearly disclosures of unaudited financial results as required under Regulation 59 has also been extended to 31st May 2020. Further, the effective date of Stewardship Code applicable to mutual funds and AIFs in relation to their investment in listed entities has been extended to 1st July 2020.
SEBI (CREDIT RATING AGENCIES) REGULATIONS, 1999
Due to the moratorium allowed by Reserve Bank of India vide its notification no. RBI/2019-20/186, dated 27th March 2020 on loan servicing, working capital facilities etc., for 3 months, SEBI has accordingly given suitable directions to the Credit Rating Agencies (“CRAs”). SEBI has instructed that if a CRA is of the view that the delay in payment of any credit facility or any rescheduling of payment obligation has arisen solely due to the lockdown conditions, CRAs may not consider the same as a default event. SEBI has given an extension of 30 days for the annual/semi-annual disclosures and has also extended the timelines for rating actions and different press releases to be made by CRAs.
CONCLUSION
By virtue of these above stated relaxations made and extensions provided, SEBI has attempted to ease the repercussions that these organizations are bound to face as a result of this lockdown. The effectiveness of these measures remains to be seen in anticipation of further trials and tribulations due to the continuing threat of COVID-19 in near future.
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