Relaxation in relation to Regulation 44(5) of the SEBI (‘LODR’) 2015 on holding of Annual General Meeting (AGM) By CS Deepak Seth



The pandemic has cast its shadow across various economic activities with massive dislocation in global production, supply chains and trade. In wake of the current nationwide lock down of 21 days as directed by Government of India due to issue of Covid-19, a need has been felt to extend the timelines for processing of various investor requests pertaining to Compliance and disclosures to be made under SEBI Regulations and various SEBI circulars. Also, SEBI feels to amend various regulations as per the need of the time. Thus, SEBI vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/71 dated 23.04.2020 after considering the current situation due to COVID 19 states 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

SEBI vide Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/71 dated 23.04.2020 states:

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
  1. Regulation 44(5) of the LODR requires top 100 listed entities by market capitalization to hold their Annual General  Meeting(AGM) within  a  period  of  five  months  from  the  date  of closing  of  the financial year.
SEBI vide Circular dated March 26, 2020 (SEBI/HO/CFD/CMD1/CIR/P/2020/48) had relaxed this requirement by one month for listed entities whose financial year ends  on March  31, 2020.
  1. Subsequently, the Ministry of Corporate Affairs (MCA) vide Circular No.18/2020 dated April 21, 2020 has clarified that “...if the companies whose financial year (other than the first financial year) has ended on December 31, 2019 hold their AGM for such financial year
within a period of nine months from the closure of the financial year (i.e., by September 30, 2020), the same will not be treated as a violation.”
  1. Accordingly, regulation 44 (5) of the LODR is relaxed where by the top 100 listed entities by market capitalization whose financial year ended on December 31, 2019 may hold their
AGM within a period of nine months from the closure of the financial year (i.e., by September 30, 2020).
  1. This Circular shall come into force with immediate effect. Stock Exchanges are advised to bring the provisions of this circular to the notice of all listed entities that have issued specified securities and also disseminate on their websites.
  1. The Circular is issued in exercise of the powers conferred under Section 11(1) of the Securities and Exchange  Board  of  India  Act,  1992 read  with  Regulations  101  and  102  of  the  LODR  and  the relaxations  contained  herein  are  subject  to  the  provisions  of  the  Companies  Act,  2013  and  rules made thereunder.
  1. This Circular is available at www.sebi.gov.inunder the link “Legal-Circulars”
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