COMPLIANCES FOR A LISTED ENTITY: The listed entity needs to comply with the following compliances as per its applicability under SEBI (LODR) Regulations, 2015:
1. Quarterly Compliances
2. Half Yearly Compliances
3. Annual Compliances
4. Event Based Compliances
QUARTERLY COMPLIANCES FOR A LISTED COMPANY:
| SL. NO. | REGULATION REFERENCE | FREQUENCY | PERIOD COVERED |
DATE BY WHICH TO BE FILED | MODE OF FILING |
| 1 | 13(3) – Statement Grievance Redressal Mechanism | Within 21 days from the end of the quarter | April-June, July-September, October- December, January-March | 21st July, 21st October, 21st January and 21st April | • XBRL |
| 2 | 27(2) (a) – Corporate Governance Report |
Within 21 days from the end of the quarter | April-June, July-September, October- December, January-March | 21st July, 21st October, 21st January and 21st April |
• XBRL
• PDF on website of the Company |
| 3 | 31(1) (b) – Shareholding Pattern |
Within 21 days from the end of the quarter | April-June, July-September, October- December, January-March | 21st July, 21st October, 21st January and 21st April | • XBRL
• PDF on website of the Company |
| 4 | 32(1) – Statement of deviation or variation |
Within 45 days from the end of the quarter / 60 days from the end of the last quarter of the fiscal year. | April-June, July-September, October- December, January-March | 14th Aug, 14th Nov, 14th Feb and 30th May | • In PDF mode in addition to the submission of financial results in PDF mode.• In XBRL mode in addition to the submission of financial results in XBRL mode |
| 5
|
33(3) (a) – Financial Results It should be filed in PDF mode in NSE and BSE within 30 minutes and XBRL mode within 24 hrs. |
Within 45 days from the end of the quarter
|
April-June, July-September, October- December, January-March | 14th August, 14th November and 14th February | • Along with outcome of BM In PDF (within 30 minutes of conclusion of BM)• In XBRL (within 24hrs from uploading of PDF results)• PDF on website of the Company |
| 6 | Regulation 76 of Share Capital Reconciliation- Under SEBI (Depositories and Participants) Regulations, 2018 |
Within 30 days from the end of the quarter | April-June, July-September, October- December, January-March | 30th July, 30th Oct., 30th Jan. and 30th April. | • In XBRL
• In PDF |
| 7 | Trading window closure | Quarterly | As soon as the quarter ends till announcement of results |
– | |
| 8 | Regulation 74(5) Compliance Certificate by RTA (DEMAT) | Quarterly | Within 15 days of receipt of the certificate |
– | |
| 9 | Reg. 3 (5) of the SEBI PIT Regulations, 2015 |
Compliance Certificate for maintenance of the (SDD)
|
As soon as the quarter ends and as per the time frame given by BSE |
– |
HALF YEARLY COMPLIANCES FOR A LISTED COMPANY:
| SL. NO. | REGULATION REFERENCE | FREQUENCY | PERIOD COVERED | DATE BY WHICH TO BE FILED | MODE OF FILING |
| 1 | Regulation 23(9) Disclosures of related party transactions (Format of the same is prescribed by the BSE Ltd.) |
15 days from the date of publication of its standalone and consolidated financial results for half year. |
April- September and October- March | 15th October.
*From 01.04.2023- Listed entity shall make such |
• In PDF
• In XBRL • PDF on website of the Company |
ANNUAL COMPLIANCES FOR A LISTED COMPANY:
SL. NO. |
REGULATION REFERENCE |
FREQUENCY |
PERIOD COVERED |
DATE BY WHICH TO BE FILED |
MODE
|
1 |
Regulation 7 (3) – Compliance Certificate to the Exchange for share transfer by Company And RTA |
Within 30 days from the end of the financial
|
April-
|
30th April |
|
2 |
Regulation 14 – Listing Fees |
Annually |
April-
|
30th April |
Electronic (NEAPS) |
3 |
Regulation 23(9) Disclosures of related party transactions (Format of the same is prescribed by the BSE Ltd.) |
15 days from the date of publication of its standalone and consolidated financial results
|
April- September and October- March |
15th October *from 01.04.2023- Listed entity shall make such disclosure every six months ON THE DATE OF PUBLICATION OF ITS STAND & CONSO
|
• In PDF• In XBRL• PDF on website of
|
4 |
Regulation 24A – Secretarial Compliance Report |
Within 60 days of the end of the financial year |
April – March. |
30th May |
• In XBRL• PDF on website of
|
5 |
Regulation 33 (3) (d) – Financial Results along with Auditors Report |
Within 60 days from the end of the financial
|
April –March. |
30th May |
• In PDF• In XBRL |
6 |
Regulation 34 (1) – Annual Report |
Not later than the day of
|
– |
– |
• In PDF• In XBRL• PDF on website of
|
7 |
Regulation 35-Annual Information Memorandum |
Annually |
April –March. |
The listed entity shall submit to the Stock Exchange(s) an Annual
|
Electronic (NEAPS) |
8 |
Regulation 40(9) – Certificate from Practicing Company Secretary |
Within 1 month from the end of the financial
|
April-
|
30th April |
• In PDF• In XBRL |
9 |
Regulation 40(10) – Transfer or transmission of transposition of
|
Within 30 days from the end of the financial
|
April-
|
30th April |
• In PDF |
10 |
Regulation 44(3) – Submission of voting results |
Within 2 working days of the conclusion of General Meeting |
– |
– |
• In PDF• In XBRL |
11 |
Regulation 26(3) – Compliance with code of conduct |
At the 1st Board Meeting in every financial year |
– |
– |
• In PDF |
12 |
Change in KMP/Auditor/RTA/Secretarial Auditor |
Double filing in BSE |
– |
– |
– |
13 |
Certificate of declaration from ID |
1st meeting of Board in April |
– |
– |
– |
14 |
SEBI circular of Foreign Investment Limit as per circular dated 5th April’ 2020 |
Paid up capital and diluted capital |
When there is change in Equity
|
– |
NEAPS as table |
15 |
Circular NO.SEBI/HO/DDHS/CIR/P/2018/144– Initial Disclosure requirements for
|
Within 30 days from the
|
– |
– |
• In PDF |
16 |
Circular NO.SEBI/HO/DDHS/CIR/P/2018/144– Annual Disclosure requirements for large entities |
Within 45 days from the end of the financial
|
– |
– |
• In PDF |
EVENT BASED COMPLIANCE
|
SL. NO. |
REGULATION REFERENCE |
FREQUENCY | PERIOD COVERED | DATE BY WHICH TO BE FILED | MODE OF FILING |
| 1 | Regulation 7 (5) – Intimation of appointment of Share Transfer Agent |
Event Based | – | Within 7 days of Agreement with RTA. | Electronic (NEAPS) |
| 2 | Regulation 28 (1) – In- principle approval | Event Based | – | Prior to issuance of Security | Electronic (NEAPS) |
| 3 | Regulation 29 (1) (a) – Prior intimations of Board Meeting for financial Results | Event Based | – | At least 5 days in advance | Electronic (NEAPS) |
| 4 | Regulation 29 (1) (b), 29 (1) (c), 29 (1) (d), 29 (1) (e) and 29 (1) (f) – Prior Intimations of Board Meeting for Buyback, voluntary delisting etc. |
Event Based | – | At least 2
working days in advance |
Electronic (NEAPS) |
| 5 | Regulation 29 (3) – Prior Intimations of Board Meeting for alteration in nature of securities |
Event Based | – | At least 11 working days in advance | Electronic (NEAPS) |
| 6 | Regulation 30 (6) – Disclosure of Price Sensitive information |
Event Based | – | Not later than 24 hours as per Part A of Schedule III |
Electronic (NEAPS) |
| 7 | Regulation 30 (6) – Disclosure of Price Sensitive information |
Event Based | – | Within 30 minutes as per Sub Para 4 of Para A of Part A of Schedule III |
Electronic (NEAPS) |
| 8 | Regulation 31 (1) (a) – Shareholding Pattern prior to listing of securities |
Event Based | – | One day prior to
listing of |
Electronic (NEAPS) |
| 9 | Regulation 31 (1) (c) – Shareholding Pattern in case of capital restructuring |
Event Based | – | Within 10 days
of any change in capital structure exceeding 2% |
Electronic (NEAPS) |
| 10 | Regulation 37(2) – Draft Scheme of arrangement | Event Based | – | Prior approval before filing with Court | Electronic (NEAPS) |
| 11 | Regulation 39(3)-Loss of Certificates and Issuance of new Certificates. |
Event Based | – | Within 2 Days of getting the Information |
Electronic (NEAPS) |
| 12 | Regulation 42(2) – Record date or date of closure of transfer books |
Event Based | – | At least 7 clear working days in advance. | Electronic (NEAPS) |
| 13 | Regulation 42(3) – Record date for declaring dividend and/ or cash bonus |
Event Based | – | At least 5 clear working days in advance. | Electronic (NEAPS) |
| 14 | Regulation 44(3) – Voting results by shareholders |
Event Based | – | Within 48 hours | Electronic (NEAPS) |
| 15 | Regulation 45(3) – Change in name of listed entity |
Event Based | – | Prior approval | Electronic (NEAPS) |
MATTERS TO BE PLACED BEFORE THE BOARD
| SL. NO. | REGULATION REFERENCE |
TIMELINE |
| 1 | Regulation 7(4) & (6)- Share Transfer Agent | Tripartite agreement between the existing share transfer agent, the new share transfer agent and the company. |
| 2 | Regulation 13(4)- Grievance Redressal Mechanism. | Investor’s grievance on quarterly basis. |
| 3 | Regulation 17(3)- Board of Directors. | Compliance of all laws applicable to the company. |
| 4 | Regulation 40(2)- Transfer or transmission or transposition of securities |
Transfer of securities. |
INFORMATION TO BE DISSEMINATED ON ITS WEBSITE
|
SL. NO. |
REGULATION REFERENCE |
INFORMATION |
| 1 | Regulation 30(4)(ii)- Disclosure of events or information. | Policy for determination of materiality, |
| 2 | Schedule V- Annual Report-Regulation 34(3) and 53(f) | (c) (5) Remuneration of Directors- criteria of making payments to non-executive directors |
| 3 | Regulation 46- Website | (a) details of its business;
(b) terms and conditions of appointment of independent directors; (c)composition of various committees of board of directors; (d)code of conduct of board of directors and senior management personnel; (e)details of establishment of vigil mechanism/ Whistle Blower policy; (f) criteria of making payments to non-executive directors , if the same has not been disclosed in annual report; (g)policy on dealing with related party transactions; (h)policy for determining ‘material’ subsidiaries; (i) details of familiarization programmes imparted to independent directors including the following details:- (i) number of programmes attended by independent directors (during the year and on a cumulative basis till date), (ii) number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and (iii) other relevant details (j) the email address for grievance redressal and other relevant details; (k) contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances; (l) financial information including: i. notice of meeting of the board of directors where financial results shall be discussed; ii. financial results, on conclusion of the meeting of the board of directors where the financial results were approved iii. complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc; (m) shareholding pattern; (n)details of agreements entered into with the media companies and/or their associates, etc; (o) Schedule of analysts or institutional investors meet and presentations made by the listed entity to analysts or institutional investors. Explanation: For the purpose of this clause ‘meet’ shall mean group meetings or group conference calls conducted physically or through digital means; (oa) Audio or video recordings and transcripts of post earnings/quarterly calls, by whatever name called, conducted physically or through digital means, simultaneously with submission to the recognized stock exchange(s), in the following manner: (i) the presentation and the audio/video recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier; (ii) the transcripts of such calls shall be made available on the website within five working days of the conclusion of such calls: Provided that— a. The information under sub-clause (i) shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website. b. The information under sub-clause (ii) shall be hosted on the website of the listed entity and preserved in accordance with clause (a) of regulation 9. (p)new name and the old name of the listed entity for a continuous period of one year, from the date of the last name change; (q) items in sub-regulation (1) of regulation 47. (r) With effect from October 1, 2018, all credit ratings obtained by the entity for all its outstanding instruments, updated immediately as and when there is any revision in any of the ratings. (s) separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year. Provided that a listed entity, which has a subsidiary incorporated outside India— (a) where such subsidiary is statutorily required to prepare consolidated financial statement under any law of the country of its incorporation, the requirement of this proviso shall be met if consolidated financial statement of such subsidiary is placed on the website of the listed entity; (b) where such subsidiary is not required to get its financial statement audited under any law of the country of its incorporation and which does not get such financial statement audited, the holding Indian listed entity may place such unaudited financial statement on its website and where such financial statement is in a language other than English, a translated copy of the financial statement in English shall also be placed on the website; (t) secretarial compliance report as per sub-regulation (2) of regulation 24A of these regulations; (u) disclosure of the policy for determination of materiality of events or information required under clause (ii), sub-regulation (4) of regulation 30 of these regulations; (v) disclosure of contact details of key managerial personnel who are authorized for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) as required under sub regulation (5) of regulation 30 of these regulations; (w) disclosures under sub-regulation (8) of regulation 30 of these regulations; (x) statements of deviation(s) or variation(s) as specified in regulation 32 of these regulations; (y) dividend distribution policy by listed entities based on market capitalization as specified in sub-regulation (1) of regulation 43A; (z) annual return as provided under section 92 of the Companies Act, 2013 and the rules made there under. (3) (a) The listed entity shall ensure that the contents of the website are correct. (b) The listed entity shall update any change in the content of its website within two working days from the date of such change in content. |
INFORMATION TO BE DISSEMINATED IN NEWSPAPERS
| SL. NO. | REGULATION REFERENCE |
INFORMATION |
| 1 | Regulation 47-
Newspapers |
(1)(b) financial results, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor: (d) notices given to shareholders by advertisement.
(2)The listed entity shall give a reference in the newspaper publication, in sub-regulation (1), to link of the website of listed entity and stock (3)The listed entity shall publish the information specified in sub-regulation (1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). Provided that financial results at clause (b) of sub- (4)The information at sub-regulation (1) shall be published in at least one English language national daily newspaper circulating in the whole or |
Author Bio
As per regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the listed entities are required to submit quarterly compliance report on Corporate Governance to the Stock Exchange(s) within 21 days from close of the quarter.
Thank you, Mr. Shashank, for your comment. I have already mentioned 21 days for the Corporate Governance Report.