Description

BSE circular outlining scenarios where waiver applications for regulatory fines cannot be considered, focusing on compliance requirements for listed entities.

Summary

BSE has issued guidance on scenarios where waiver applications for regulatory fines will not be considered for commonly listed entities. The circular provides an illustrative list of non-acceptable scenarios for three key regulatory violations: non-appointment of qualified company secretary as compliance officer, non-submission of shareholder complaint statements, and non-compliance with board composition requirements including woman director appointments.

Key Points

  • Waiver applications must specify clear reasons for delayed compliance
  • Financial difficulties or operational challenges are not acceptable grounds for waiver
  • Misinterpretation of SEBI LODR Regulations is not grounds for waiver
  • Non-availability of compliance officer beyond prescribed time limits is not acceptable
  • Companies must demonstrate documented efforts for compliance

Regulatory Changes

No new regulatory changes introduced. This circular clarifies existing waiver application assessment criteria under SEBI LODR Regulations, 2015.

Compliance Requirements

Regulation 6(1) - Company Secretary Appointment:

  • Fine: ₹1,000 per day
  • Must appoint qualified CS as compliance officer within prescribed timeframes
  • Must provide documentary evidence of appointment efforts

Regulation 13(3) - Shareholder Complaints:

  • Fine: ₹1,000 per day
  • Submit quarterly statements on investor complaints
  • Cannot cite non-receipt of data from RTA/Depository as excuse

Regulation 17(1) - Board Composition:

  • Fine: ₹5,000 per day
  • Must maintain optimum combination of executive/non-executive directors
  • Must appoint woman director (independent woman director for top 1000 entities)
  • Top 2000 entities must have minimum six directors

Important Dates

No specific dates mentioned. Circular provides ongoing guidance for waiver application assessments.

Impact Assessment

High impact on listed entities as this guidance significantly restricts grounds for waiver applications. Companies can no longer rely on common excuses like financial difficulties, operational challenges, or regulatory misinterpretation. This may result in increased fine collections and stricter compliance enforcement. Listed entities must ensure proactive compliance measures and maintain proper documentation to avoid penalties.

Impact Justification

Critical guidance on waiver eligibility affecting all listed entities' compliance obligations and fine structure