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SECUTRITIES EXCHANGE BOARD OF INDIA

A circular dated April 23, 2020, with respect to 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.

Regulation 44 of SEBI (LODR) Regulations, 2015 – Meetings of Shareholders and Voting

(1) The listed entity shall provide the facility of remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions.

(2) The e-voting facility to be provided to shareholders in terms of sub-regulation (1),shall be provided in compliance with the conditions specified under the Companies (Management and Administration) Rules, 2014, or amendments made thereto.

(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.

(4) The listed entity shall send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against each resolution.

(5) The top 100 listed entities by market capitalization, determined as on March 31st of every financial year, shall hold their annual general meetings within a period of five months from the date of closing of the financial year.

(6) The top 100 listed entities shall provide one-way live webcast of the proceedings of the annual general meetings

Top 100 Listed Entities whose financial year ended on March 31, 2020

Sr.No

Regulation

Frequency

Timeline

Due date

Extended Due Date

Period of Relaxation

1.

44(5)

Annually

Within a period of 5 months from the date of closing of the  financial year

August 31,2020

September 30, 2020

1 month

 

Top 100 Listed entity whose financial year ended on December 31, 2019, may hold AGM within a period of nine months from the closure of financial year i.e. by September 30, 2020

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> ANNUAL COMPLIANCES FOR LISTED COMPANY

  SR. NO

     FORM

SECTION AND REGULATON

    TIMELINE

         DETAILS OF FORM AND PARTICULARS

      1

   MBP-1

     184(1)

-

 Every Director of the company shall disclose his   interest in other entities in the first meeting

      2

   DIR-8

     164(2)

    143(2)(g)

-

 Every Director shall file with the company about   disclosure of non-qualification in each financial year

      3

   MGT-7

        92

 Within 60 days of   holding AGM

 Annual Return Form

      4

    MGT-8

        92

-

 It is an attachment with MGT-7 form.

 It is a certificate to be obtained from Company   Secretary in practice.

      5

    MGT-15

       121

-

 Report on each AGM

      6

    AOC-4

       137

 Within 30 days of   holding AGM

 Financial Statement

      7

    MGT-14

  117 and 179

 Within 30 days of   approval of   Director’s report   and financial   statement with   ROC

 Filing of Resolution

      8

    MGT-14

      179(3)

 Within 30 days of   Board Meeting

 Appointment of Secretarial Auditor

      9

    ADT-1

       139

 Within 15 days of   AGM

 Appointment of Auditor

    10

    MSME-1

       405

 For 1st half year-   Till October 30.

 For 2nd half year-   Till April 30

 Half Yearly Return.

 It is a form with respect to pending payments form   MSME Vendors.

    11

   DIR-3

   Rule 12A

 Last date 30th   September

 KYC of Directors

   12

   BEN-2

         90

Within 30 days of receipt of BEN-1 from shareholder

 Disclosure of significant Beneficial Owner

   13

    DPT-3

      173

   Rule 16

 Last date 30th     June

 Return of Deposit

   14

   MGT-14

   138

-

 Appointment of Internal Auditor

   15

-

 Regulation 14

 Within one month   of end of March 31

 Fees and other Charges to be paid to the recognized   stock exchange

   16

-

Regulation 24A

 Within 60 days of   end of financial   year

 Secretarial Compliance Report

   17

-

   Regulation         33(3)(d)

 Within 60 days of   end of financial   year

 Financial Results along with Auditor’s Report

   18

-

    Regulation   34(1) and 36(2)

 Not less than 21   days of AGM and   not later than the   day of   commencement of   dispatch to its   shareholder

 Annual report

 

> Other Annual Compliances

  1. Every Listed Company is required to prepare its Financial Statement in XBRL format i.e. Extensible Business Reporting System
  2. Company will send approved Financial Statement, Director’s Report and Auditor’s Report to the member at least 21 days clear before the AGM [section 136]
  3.  Every Company shall hold 4 Board Meetings in each calendar year and time gap between two meetings should not be more than 120 days [section 173 and SS-I]
  4. It is mandatory for every Listed Company to provide e-voting facility to shareholders
  5. Maintenance of Statutory Register under Companies Act, 2013
  6. Other event based compliance

> QUARTERLY COMPLIANCES

  SR.NO

   REGULATION

         TIMELINE

                      DETAILS OF PARTICULARS

    1

    31(1)(b)

 Within 21 days from   the end of quarter

 Shareholding Pattern

     2

     27(2)(a)

 Within 15 days from   the end of quarter

 Corporate Governance Report

     3

     33(3)(a)

 Within 45 days from   the end of quarter

 Financial Results along with Auditor’s Report

     4

       55A

 Within 30 days from   the end of quarter

 Reconciliation of share capital audit report

     5

       13(3)

 Within 21 days from   the end of quarter

 Statement of Grievance Redressal Mechanism

     6

       32(1)

-

 Statement of deviations or variations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

> HALF YEARLY COMPLIANCES FOR LISTED COMPANIES

  SR.NO

    REGULATION

         TIMELINE

                     DETAILS OF PARTICULARS

     1

           7(3)

 Within one month from   the end of each half of   the financial year

 Share Transfer Agent- Compliance Certificate

      2

       40(10)

 Within one month from   the end of each half of   the financial year

 Transfer or transmission or transposition of securities

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SEBI, the market regulator on Monday granted relaxation to non-residents such as NRI, PIOs, and foreign nationals from furnishing a copy of PAN card and allowed them to transfer equity shares held by them to their immediate relatives.

However, the relaxations are subject to certain conditions, SEBI said in a Circular No: SEBI/HO/MIRSD/DOS3/CIR/P/2019/30 dated 11th February 2019. Under Sebi's Listing Obligation and Disclosure Requirements provisions, transferee, as well as transferor, is required to furnish a copy of their PAN card to the listed entity for registration of transfer of the securities.

Many of the non-residents like Overseas Citizens of India (OCIs), Non-Resident Indians (NRIs), Persons of Indian Origin (PIOs) and foreign nationals were facing difficulties in transferring the shares, as many of them do not possess the required PAN card. To address such difficulties, it has been decided to grant relaxation to the non-residents from furnishing PAN card details and allowing them to transfer equity shares held by them in the listed entities to their immediate relatives, SEBI said.

However, the relaxation will only be available for transfers executed after January 1st, 2016 and only for non-commercial transactions i.e transfer by way of gift among immediate relatives. Besides, the non-resident will be required to provide the copy of an alternate valid document to ascertain identity as well as the non-resident status, the circular said. Immediate relative means a spouse of a person and includes parent, brother, sister or child of such person

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The Board, on March 28, 2018, decided that except in case of transmission or transposition of securities, requests for effecting transfer of securities shall not be processed unless the securities are held in dematerialized form with a depository. This measure shall come into effect from April 01, 2019.

Subsequently, SEBI has received representations from shareholders for extension of the date of compliance. In view of the same, the following are hereby clarified:

1) The above decision does not prohibit the investor from holding the shares in physical form; investor has the option of holding shares in physical form even after April 01, 2019.

2) Any investor who is desirous of transferring shares (which are held in physical form) after April 01, 2019 can do so only after the shares are dematerialized.

3) The transfer deed(s) once lodged prior to deadline and returned due to deficiency in the document may be re-lodged for transfer even after the deadline of April 01, 2019.

The above Board decision is not applicable for demat of shares, transmission (i.e. transfer of title of shares by way of inheritance / succession) and transposition (i.e. re-arrangement / interchanging of the order of name of shareholders) cases.

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Secretarial audit report reflects the compliance position of the company with respect to all the laws applicable upon the company. While the Companies Act, 2013 specifically provides for such secretarial audit, now, the Securities Exchange Board of India has also come up with similar provisions.

SEBI vide its circular dated February 8, 2019 has brought in the concept of “annual secretarial compliance report”. The Circular deals with two aspects-

i. Annual secretarial audit report

ii. Annual secretarial compliance report

This write-up deliberates upon the above mentioned reports and the motive behind bringing in the same.

Annual secretarial audit report

The SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) Amendment Regulations, 2018 based on the recommendation of the Kotak Committee brought many changes to strengthen the corporate governance of an organization. The Committee recommended for Secretarial Audit to be mandatory for all listed entities and its material unlisted subsidiaries. These changes included the requirement of annexing a secretarial audit report for both the listed entity and its material unlisted subsidiary in a specified format.

Although the provisions spoke about the requirement of an annual secretarial audit report, it is only in the Circular that SEBI stated the prescribed format to be MR-3 in conformity with section 204 of the Companies Act, 2013. It states that every listed entity’s and their material unlisted subsidiaries can continue to follow the format given under section 204 of the  Companies Act, 2013 read with its rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

 

Annual secretarial compliance report

A new form has been prescribed which requires every listed company whose equity shares are listed to submit an “annual secretarial compliance report to the stock exchanges within 60 days of closure of financial year. The said report must be signed by a practicing company secretary. The Circular also prescribes the format in which such report is to be submitted to the stock exchange.

While, the secretarial audit report goes into an in depth study of all the applicable laws of the company, the annual secretarial compliance report requires an elaborative study of the compliances met under the SEBI laws by the listed entity.

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