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Listed Company
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.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 define ‘Listed Entity’ as entity which has listed, on a recognized stock exchange(s), the designated securities issued by it or designated securities issued under schemes managed by it, in accordance with the listing agreement entered into between the entity and the recognized stock exchange(s).
Advantages of Listed Company
Listed company rejoices the following benefits:
- The listed company can procure additional funding via the issuance of more stock.
- Bank credits are easily available to the listed company as compared to unlisted companies.
- The listed companies have the leverage in terms of grabbing the attention of hedge funds, mutual funds, institutional traders, and market makers.
- The listed companies foster stronger credibility in the marketplace, which further helps them improve their brand image.
Listed entities are required to comply with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
These Compliances can be grouped into quarterly, half yearly, annual compliances and event based.
Compliance Calendar for Listed companies
1. Compliances under Companies Act, 2013.
Section |
Detailed Provision |
Statutory Timeline |
Due Date |
Required Form |
Reporting Authority |
10 A |
Declaration of commencement of business |
Within 180 Days from the incorporation date. |
Within 180 Days from the incorporation date |
INC -20A |
ROC |
89 (6) |
Intimation of Declaration made in respect of a beneficial interest in any share |
Within 30 days from the receipt of declaration by the company |
Within 30 days from the receipt of declaration by the company |
MGT-6 |
ROC |
90 (4) |
Return of significant beneficial owners |
Within 30 days from the receipt of declaration by the company |
Within 30 days from the receipt of declaration by the company |
BEN-2 |
ROC |
Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 |
Directors’ KYC by every Individual who holds a DIN |
Within 6 months from end of the financial year |
30th September |
DIR – 3 KYC |
ROC |
139 |
Intimation regarding the appointment of Statutory Auditor. |
Within 15 days of the appointment of an auditor |
Within 15 days of the appointment of an auditor |
ADT – 1 |
ROC |
139 (6) |
Notice to the Registrar for appointment of First Statutory Auditor |
Appoint within 30 days from the incorporation date |
Within 30 days from the incorporation date |
ADT – 1 |
ROC |
140 |
Intimation regarding the resignation of Statutory Auditor |
Within 30 days from the date of the resignation. |
Within 30 days from the date of the resignation. |
ADT – 3 |
ROC |
117 |
Filing of Resolution and agreements as specified in Section 117 (3) |
Within 30 days of the passing of resolution/ entering into agreement |
Within 30 days of the passing of resolution/ entering into an agreement |
MGT – 14 |
ROC |
179 (3) (g) |
Adoption of Financials and Director Report |
Within 30 days of Board Meeting approving the Financial Statement and Board Report |
Within 30 days of Board Meeting approving the Financial Statement |
MGT – 14 |
ROC |
12 |
Intimation of Change in the Registered Office |
Within 30 days of the change of the address |
Within 30 days of the change of the address |
INC -22 |
ROC |
Rule 9A of Companies (Prospectus and Allotment of Securities) Rules,2014 |
Reconciliation of Share Capital Audit Report (Half- Yearly) |
Within 60 days from the conclusion of each half year. |
30th May (For Oct-Mar) 29th November (For April-Sep) |
PAS – 6 |
ROC |
Order dated 22 January 2019 issued under Section 405 |
Return in respect of outstanding payments to Micro or Small Enterprise |
Within 1 month from the conclusion of each half year. |
31st October (For April-Sep) 30th April (For Oct-Mar) |
MSME – 1 |
ROC |
Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 |
Statement of unclaimed and unpaid amounts as specified in section 125. |
Within a period of 60 days after the holding of AGM |
Within a period of 60 days after the holding of AGM |
IEPF – 2 |
ROC |
Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 |
Return of deposit or particulars of transaction not considered as deposit or both |
On or before 30th June of every year |
30th June |
DPT – 3 |
ROC |
137 |
Filing of annual accounts |
30 days from the date of AGM. |
Within 30 days from the date of AGM |
AOC-4 XBRL/ AOC-4 |
ROC |
92 |
Filing of annual return |
To be filed within 60 days from the conclusion of AGM. |
Within 60 days from the date of AGM |
E – Form MGT – 7 |
ROC |
184 |
Disclosure of Interest by Director |
1st Board Meeting AND whenever there is a change in the disclosures already made. |
1st Board Meeting AND whenever there is a change in the disclosures already made. |
MBP-1 |
ROC |
121 |
Report on Annual General Meeting |
Within 30 days from the date of AGM |
Within 30 days from the date of AGM |
MGT-15 |
ROC |
135 |
Corporate Social Responsibility Reporting |
On or before 31st March |
After filing of AOC – 4 |
CSR – 2 |
ROC |
164 (2) & 143 (2) (g) |
Disclosure of non-qualification in each financial year |
Each Financial year |
– |
DIR -8 |
ROC |
Section 168 & 170 (2) and Rule 8, 15 & 18 of Companies (Appointment & Qualification of Directors) Rules, 2014 |
Change/appointment/resignation of director and other officials |
Within 30 days from subject matter |
– |
DIR – 12 |
ROC |
39 (4) and 42 (9) and rule 12 and 14 Companies (Prospectus and Allotment of Securities) Rules, 2014. |
Return of Allotment |
Within 30 days from allotment |
– |
PAS – 3 |
ROC |
2. Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
A. Quarterly Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| Regulation | Compliance | Timeline | Due Date | |||
| Q1 ending June | Q2 ending September | Q3 ending December | Q4 ending March | |||
| Regulation 31 (1) (b) | Disclosure of
Shareholding Pattern |
Within 21st day from the end of the quarter | By 21st July | By 21st October | By 21st January | By 21st April |
| Regulation 27(2)(a) | Corporate Governance Report | Within 15 days from the end of the quarter. | By 15th July | By 15th October | By 15th January | By 15th April |
| Regulation 33 (3) (a) | Financial Results along with Limited review report/ Auditor’s report | Within 45 days from the end of the quarter | By 14th August | By 14th November | By 14th February | By 15th May |
| Regulation 13 (3) | Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter. | By 21st July | By 21st October | By 21st January | By 21st April |
| Regulation 32 (1) | Statement of deviation(s) or variation(s) | Within 45 days from the end of the quarter | By 14th August | By 14th November | By 14th February | By 15th
May |
| Regulation 76 (1) SEBI (DAP) Regulation, 2018 | Reconciliation of share capital audit report | Within 30 days from the end of the quarter. | By 30th July | By 30th
October |
By 30th
January |
By 30th
April |
| Regulation 74 (5) SEBI (DAP) Regulation, 2018 | Processing of Demat requests form by Issuer/ RTAs | Within 15 days from the end of the quarter | By 15th July | By 15th October | By 15th January | By 15th April |
B. Half Yearly Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| Regulation | Compliance | Timeline | Due Date | |
| Half year ending September | Half year ending March | |||
| Regulation 23 (9) | Disclosures of related party transactions | 30 days from the date of publication of its standalone and consolidated financial results. | By 14th December | By 29th June |
C. Annual Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Regulation |
Compliance |
Timeline |
Due Date |
Regulation 24A |
Secretarial Compliance Report | within 60 days of the end of the financial year |
By 30th May every year |
| Regulation 26 (3) | Annual affirmations for compliance with code of conduct | At the 1st BM in every Financial Year |
At the 1st Board Meeting in every Financial Year |
| Regulation 7 (3) |
Share Transfer Agent |
Within 30 days from the end of financial year. |
By 30th April |
| Regulation 14 | Payment of listing fees & Other charges | Within 1 month of end of 31st March every year |
By 30th April |
| Regulation 33 (3) (d) | Financial Results along with Auditor’s Report | Within 60 days from the end of the financial year |
By 30th May every year |
| Regulation 34(1) |
Annual Report |
Not later than the day of commencement of dispatch to its shareholders. |
Not less than 21 days before the AGM |
| Regulation 40 (10) | Transfer or transmission or transposition of securities | Within 30 days from the end of the financial year |
By 30th April |
| Circular No. SEBI/HO/DDHS/CIR/P/2018/144 | Initial Disclosure requirements for large entities | Within 30 days from the beginning of the FY |
By 30th April |
| Circular No. SEBI/HO/DDHS/CIR/P/2018/144 | Annual Disclosure requirements for large entities | Within 45 days of the end of the FY |
By 15th May |
| Regulation 40 (9) | Certificate from Practicing Company Secretary |
Within 30 days of the end of the financial year |
By 30th April |
| Regulation 44(3) | Submission of Voting Results to Stock Exchange | Within two working days of the conclusion of General Meeting | |
D. Event Based Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
| Regulation | Compliance | Timeline |
| 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 events or information | Disclose to stock exchange(s) of all events, as specified in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty-four hours from the occurrence of event or information |
| Regulation 30 (6) | Disclosure of events or information | Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within thirty minutes of the conclusion of the board meeting. |
| 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 observation letter or 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 Result | Within two working days of conclusion of General Meeting |
| Regulation 45(3) | Change in Name | Prior approval from Stock Exchange before filing application with Registrar of Companies |
| Regulation 46 | Website | The listed entity shall maintain a functional website containing the basic information about the listed entity. |
3. Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
| Regulation | Compliance | Timeline | Due Date | Reporting Authority |
| Regulation 31(1) read with Regulation 31(3) | The promoter of every target company along with persons acting in concert shall disclose details of shares in such target company encumbered (except where such encumbrance is undertaken in a depository) | Within 7 working days from the creation or invocation or release of encumbrance | Within 7 working days from the creation or invocation or release of encumbrance |
|
| Regulation 31(2) read with Regulation 31(3) | The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance (except where such encumbrance is undertaken in a depository) | Within 7 working days from the creation or invocation or release of encumbrance | Within 7 working days from the creation or invocation or release of encumbrance |
|
| Regulation 31(4) read with Regulation 31(5) | The promoter of every listed company along with persons acting in concert shall specifically disclose detailed reasons for encumbrance | Within 7 working days from the end of each financial year | Within 7 working days from the end of each financial year | Every Stock Exchange where the shares of the target company are listed
The Audit Committee of the target company |
4. Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015
| Regulation | Compliance | Timeline | Due Date |
| Regulation 7(2)- Continual Disclosures | Every promoter and director of every company shall disclose to the company number of securities acquired or disposed, if the value of the securities traded, in a calendar quarter, exceeds traded value in excess of 10 Lac | Within two trading days of receipt of the disclosure or from becoming aware of such information | Within two trading days of receipt of the disclosure or from becoming aware of such information |
| Regulation 3(5) and 3(6) | Structured Digital Database (SDD) to be maintained by the company | Every quarter | (yet to be notified) |
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Author Bio
Due date for quarterly compliance for corporate governance is within 21 days from the end of quarter as per regulation 27. Kindly check.
The due date as mentioned for Related Party disclosures shall be on the same day of publication of its Financial Results w.e.f. April 01, 2023.Kindly update.