Covid 19 - Impact on Corporate Functioning

21 March 2020

Covid 19 - Impact on Corporate Functioning

Relaxation in requirements related to Corporate functioning due to CoVID-19 virus pandemic

  1. Exemption from conducting Board Meeting through physical presence of Directors

In order to overcome the outbreak of the coronavirus (Covid-19), the Government, as a pre-cautionary step, has in-principle decided to relax the requirement of holding Board meetings with physical presence of directors under section 173 (2) of the Companies Act, 2013 read with Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 for approval of the annual financial statements, Board’s report, etc.

Such meetings may till 30th June, 2020 be held through video conferencing or other audio visual means by duly ensuring compliance of Rule 3 of the said Rules.

 

In view of the above, Companies are advised to plan their Board Meetings accordingly.

  1. Extension of timeline for filings with stock exchange under SEBI Listing Regulations

 

 

S.No.

Regulation and associated filing

Filing

Relaxation w.r.t. the

quarter / financial year

ending March 31, 2020

Frequency

Due within

Due date

Extended date

Period of relaxation

1.

Regulation 7(3) relating

to compliance

certificate on share

transfer facility

Half yearly

One

month of

the end of

each half

of the

financial

year

April

30,

2020

May 31,

2020

1 month

2.

Regulation 13(3)

relating to Statement of

Investor complaints

Quarterly

21 days

from the

end of

each

quarter

April

21,

2020

May 15,

2020

3 weeks (approx.)

3.

Regulation 24A read

with circular No

CIR/CFD/CMD1/27/201

9 dated February 8,

2019 relating to

Secretarial Compliance

Report

Yearly

60 days

from the

end of the

financial

year

May

30,

2020

June 30,

2020

1 month

4.

Regulation 27(2)

relating to Corporate

Governance report

Quarterly

15 days

from the

end of the

quarter

April

15,

2020

May 15,

2020

1 month

5.

Regulation 31 relating

to Shareholding Pattern

Quarterly

21 days

from the

end of the

quarter

April

21,

2020

May 15,

2020

3 weeks (approx.)

6.

Regulation 33 relating

to Financial Results

Quarterly /

Annual

45 days

from the

end of the

quarter

for

quarterly

results

 

 

60 days

from the

end of

Financial

Year for

Annual

Financial

Results

May

15,

2020

 

 

 

 

 

 

 

May

30,

2020

June 30,

2020

 

 

 

 

 

 

 

 

June 30,

2020

45 days

 

 

 

 

 

 

 

 

 

1 month

  1. Relaxation of time gap between two board/ audit committee meetings under SEBI Listing Regulations

 

Regulatory provision

Relaxation

Regulation 17(2): The board of directors shall meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings

 

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 atleast four times a year, as stipulated under regulations 17(2) and 18(2)(a) of the LODR

 

 

 

 

Regulation 18(2)(a): The audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings

  1. Closure of filing counters of all NCLT benches

 

To avoid community transmission of novel CoVID-19, filing counters of all the NCLT benches shall remain closed till March 27, 2020. It has been further directed that in case of limitation issue, matters may be filed online at Delhi, Mumbai, Hyderabad, Amaravati and Jaipur and hard copy may be handed over when the filing counters are opened. Till such time, parties have been directed not to make any filing except matters likely to hit by limitation.

With regard to other benches, an application (without annexure) as to the limitation issue may be filed through email of respective registrar of the Bench.

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