Listed Entity Compliances under SEBI (Listing Obligations & Disclosure Requirements), 2018 i.e. SEBI (LODR), 2018
Listed entities in India are subject to stringent disclosure and compliance norms mandated by the Securities and Exchange Board of India (SEBI). These regulations cover a wide range of reporting requirements, including financial results, corporate governance, and insider trading. Compliance is essential to ensure transparency and investor confidence in the capital markets.
Listed Entity
As per section 2 (52) of the Companies Act, 2013, listed company means a company which has any of its securities listed on any recognized stock exchange.
According to SEBI Listing Regulations, 2015, “listed entity” means an entity which has listed, on a recognized stock exchange(s), the designated securities issued by it or issued under schemes managed by it, in accordance with the listing agreement entered into between the entity and the recognized stock exchange(s).
Disclosure and Compliances under Following Regulations by Listed Entity
1. SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015
- Quarterly
- Half Yearly
- Annually
- Event Based
2. Compliances under SEBI (Depositories and Participants) Regulations, 2018
- Quarterly
3. Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
-
- Event Based
- Annually
4. Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015
-
- Event Based
- Quarterly
Compliances under SEBI (LODR) Regulations, 2015
| Quarterly Compliances under SEBI(LODR) Regulations, 2015 | ||
| Regulation 31 (1) (b) | Disclosure of Shareholding Pattern | Within 21st day from the end of the quarter |
| Regulation 27(2)(a) | Corporate Governance Report | Within 15 days from the end of the quarter |
| Regulation 33 (3) (a) | Financial Results along with Limited review report/ Auditor’s report | Within 45 days from the end of the quarter except last quarter |
| Regulation 13 (3) | Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter |
| Regulation 32 (1) | Statement of deviation(s) or variation(s) | Within 45/60 days from the end of the quarter |
| Half Yearly Compliance under SEBI(LODR) Regulations, 2015 | ||
| Regulation 23(9) | Disclosures of related party transactions | Every 6 months within 15 days from the date of publication of its standalone and Consolidated financial results |
| Annual Compliance under SEBI(LODR) Regulations, 2015 | ||
| Regulation 24A | Secretarial Compliance Report | within 60 days of the end of the financial year |
| Regulation 26 (3) | Annual affirmations for compliance with code of conduct | At the 1st Board Meeting in every Financial Year |
| Regulation 7 (3) | Compliance certificate by the share transfer agent | Within 30 days from the end of financial year |
| Regulation 14 | Payment of listing fees & Other charges | Within 1 month of end of 31st March every year |
| Regulation 33 (3) (d) | Financial Results along with Auditor’s Report | Within 60 days from the end of the financial year |
| Regulation 34(1) | Annual Report | Not later than the day of commencement of dispatch to its shareholders. |
| Regulation 40 (10) | Transfer or transmission or transposition of securities. | Within 30 days from the end of the financial year |
| Regulation 40 (9) | Certificate from Practicing Company Secretary | Within 30 days from the end of financial year |
| Regulation 44(3) | Submission of Voting Results to Stock Exchange | Within two working days of the conclusion of General Meeting |
| Circular No. SEBI/HO/DDHS/CIR/P/2018 | Initial Disclosure requirements for large entities | Within 30 days from the beginning of the FY |
| Circular No. SEBI/HO/DDHS/CIR/P/2018 | Annual Disclosure requirements for large entities | Within 45 days of the end of the FY |
| Event Based Compliances under SEBI(LODR) Regulations, 2015 | ||
| Regulation 7(5) | Intimation of appointment of Share Transfer Agent | Within 7 days of Agreement with RTA |
| Regulation 28 (1) | In-principal approval of recognized stock exchange(s) | Before issuing securities |
| Regulation 29(1) (b) to (f) and Regulation 29(2) | Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting, Bonus, etc. | At least two working days in advance, excluding the date of the intimation and date of the meeting. |
| Regulation 29 (1) (a) and Regulation 29(2) | Prior intimation of Board meeting for Financial Results | At least five days in advance (excluding the date of the intimation and date of the meeting) |
| Regulation 29(3) | Prior intimation of Board Meeting for alteration in nature of securities etc. | At least eleven working days in advance |
| Regulation 30 (6) | Disclosure of material events or information | Disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, not later than the following:
|
| Regulation 31(1)(a) | Shareholding Pattern prior to listing of securities | One day prior to listing of securities |
| Regulation 31(1)(c) | Shareholding Pattern in case of capital restructuring | Within 10 days of any change in capital +/- 2% |
| Regulation 37(2) | Draft Scheme of arrangement | Obtain No-objection letter from the stock exchange(s) before filing the scheme with any court or tribunal. |
| Regulation 39(3) | Loss of share certificates and issue of the duplicate certificates | Within two days of getting information |
| Regulation 44(3) | Voting Results | Within two working days of conclusion of General Meeting |
Compliance under SEBI (Depositories and Participants) Regulations, 2018
- Regulation 76 – Reconciliation of Shares and Capital Audit within 30 days from the end of quarter to stock exchange (s)
- Regulation 74 (5) – Processing of Demat requests form by Issuer/RTAs within 15 days from the end of each quarter stock exchange (s)
Compliance under SEBI (Prohibition of Insider Trading) Regulations, 2015
- Regulation 7(1) Initial Disclosure – (Within 7 working days) Holding of Securities on appointment as key managerial personnel or upon becoming a member of the promoter group
- Regulation 7(2) Continual Disclosure – (Within 2 working days) Every promoter, member of the promoter group, designated person and director shall disclose to the company number of securities acquired or disposed, if the value of the securities traded, in a calendar quarter, >10 Lac
Conclusion: Adhering to SEBI regulations is crucial for listed entities to maintain transparency and trust in the financial markets. By fulfilling their disclosure and compliance obligations promptly and accurately, companies demonstrate their commitment to governance and investor protection, fostering a conducive environment for sustainable growth and investment.
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