CS Urja Mahesh Karia

Urja Mahesh KariaSecurities Exchange Board of India (SEBI) notified on 2nd September, 2015 the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The regulations have thus been structured to provide ease of reference by consolidating into one single document across various types of securities listed on stock exchanges. Following are the compliances / obligations for listed entities whose specified securities (Equity shares and convertible securities ) are listed on the Stock exchanges:

Sr.
No.
Regulation
Particulars/ Description of Compliance
Time Period
Non Compliance- Penalty/ Imposition/ Fine
Remarks
1
Regulation 7 (3) – Compliance Certificate
The listed entity shall submit a compliance certificate to the exchange certifying that all activities in relation to both physical and electronic share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent
Within one month of end of each half of the financial year
In case of any change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new are transfer agent and the listed entity
2
Regulation 13(3) – Grevience Redressal Mechanism
The listed entity shall file with the recognised stock exchange Statement of Investor Complaints
Within 21 Days of the end of the Quarter
The statement shall be placed before the Board of Directors on quarterly basis
3
Regulation 27 (2) – (previously Clause 49 of Listing Agreement)
The listed entity shall submit Corporate Governance Report
Within 15 Days of the end of the Quarter
Rs. 1000 per day of non-compliance till date of compliance (1st non-compliance) Rs. 2000 per day of non-compliance till date of compliance(subsequent non-compliance)
Not Applicable to SME and Listed entities having less than 10 cr paid up or networth not exceeding 25 cr. As on the last date of the previous financial year.
4
Regulation 29- Prior intimations
(1) Board Meeting Intimation for buyback, delisting, fund raising, declaration of dividend and declaration of bonus
Atleast 2 working days in advance
(2) Board Meeting Intimation for approval of financial results( quarterly, half yearly or annually) and Closing of Trading Window
Atleast 5 days in advance
(3) Board Meeting Intimation for (a) any alteration in form or nature of its securities or in the rights or privileges of shareholders. (b) any alteration in the date on which, the interest on debentures or bonds,
or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.
Atleast 11 working days in advance
5
Regulation 30(6)- Disclosure of events or information (previously Clause 36 of Listing Agreement- disclosure of price sensitive information)
Disclosure of events or information as specified in Part A of Schedule III, or information
As soon as reasonably
possible and not later than twenty four (24) hours from the occurrence of event
or information
In case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with
such disclosures provide explanation for delay
6
Regulation 31 – Holding of specified securities and shareholding pattern. (previously Clause 35 of Listing Agreement)
The listed entity shall submit to the stock exchange(s) a statement showing Shareholding Pattern
(a)one day prior to listing of shares or securities on stock exchange(s) (b)Within 21 Days of the end of each Quarter (c)Within 10 days of any capital restructuring where the change exceeds 2% of total paid up share capital
Rs. 1000 per day of non-compliance till date of compliance (1st non-compliance) Rs. 2000 per day of non-compliance till date of compliance (subsequent non-compliance) and if non-compliance continues for more than 15 days, 0.1% of paidupcapital or 1 crore whichever less
In case of listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half yearly
basis within twenty one days from the end of each half year.
7
Regulation 32-Statement of Deviation or Variations (previously Clause 43 of Listing Agreement)
In case of right issue, public issue, preferential issue etc. (a) indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable;
(b) indicating category wise variation (capital expenditure, sales and
marketing, working capital etc.) between projected utilisation of funds
made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds.
Quarterly basis and shall be continued to be
given till such time the issue proceeds have been fully utilised or the purpose for
which these proceeds were raised has been achieved.
(a) The statement shall be placed before the audit committee for review and after such review, shall be submitted to The stock exchange. (b)The listed entity shall furnish an explanation for variation in the directors’ report in annual report. (c)any reference to “quarterly/quarter” in
case of listed entity which have listed their specified securities on SME
Exchange shall respectively be read as “half yearly/half year”.
8
Regulation 33-Financial Results (previously Clause 41 of Listing Agreement)
The listed entity shall submit quarterly standalone financial results to the stock exchange
Within forty-five days of end of each quarter
Rs. 5000 per day of non-compliance till date of compliance (1st non-compliance) Rs. 10000 per day of non-compliance till date of compliance (subsequent non-compliance) and if non-compliance continues for more than 15 days, 0.1% of paidupcapital or 1 crore whichever less
Unaudited Financial results to be accompanied with Limited Review Report and Audited Financial Results to be accompanied with Audit Report
The listed entity shall submit audited standalone financial results for the financial year, along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion)
Within sixty days from the end of the financial year
The listed entity shall also submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities.
As at the end of the half-year.
9
Regulation 34- Annual Report to stock exchange
The listed entity shall submit the annual report to the stock exchange
Within twenty one working days of it being approved and adopted in the
annual general meeting as per the provisions of the Companies Act, 2013
If non- compliance continues for more than 5 days, Rs. 1000 per day of non-compliance till date of compliance (1st non-compliance) Rs. 2000 per day of non-compliance till date of compliance(subsequent non-compliance)
10
Regulation 36- Annual Report to Shareholders
The listed entity shall submit the annual report to the holders of securities
Not less than twenty-one days before the annual general meeting.
11
Regulation 37- Draft scheme of Arrangement
The listed entity shall file draft scheme of arrangement proposed to be filed before any court or tribunal with SE for obtaining OBSERVATION LETTER or NO OBJECTION LETTER from the stock exchange(s).
Validity of such observation letter shall be six months from date os issuance
The listed entity shall not file any scheme of arrangement under
sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013 ,whichever applicable, with
any Court or Tribunal unless it has obtained observation letter or No- objection letter from the stock exchange(s).
12
Regulation 39- Issuance of Certificates or Receipts/ Letters/ Advices for securities and dealing with unclaimed securities.
The listed entity shall issue certificates or receipts or advices, as applicable
Within a period of thirty days from the date of such
lodgement.
The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange
Within two days of its getting information.
13
Regulation 40 (9)
Certificate from Practising Company Secretary certifying that all certificates have been issued within 30 days of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies.
Within one month of end of each half of the financial year
14
Regulation 42 – (previously Clause 16 of Listing Agreement)
Intimation of Record Date or Date of closure of transfer books.
Notice in advance of atleast seven working days
The listed entity shall ensure the time gap of at least thirty days between two record dates.
15
Regulation 44 – Voting by shareholders
The listed entity shall submit to the stock exchange details regarding the voting results of the General meeting in the format specified by the Board.
Within forty eight hours of conclusion of its General Meeting
16
Regulation 55A -SEBI (Depositories and Participants) Regulations, 1996
Reconciliation of Share Capital Audit Report
Within 30 Days of the end of the Quarter

Disclaimer: The above complances are only related to entities whose specified securities are listed on stock exchange and does not include compliance related to non-convertible debt securities, non-convertible redeemable preference shares , securitised debt insturments, mutual funds and IDR.

(Author may be reached at oorjakaria@gmail.com)

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