Sponsored
Compliance is an essential aspect of corporate governance for listed entities. With multiple regulations and frequent updates, keeping track can be challenging. From the Companies Act, 2013, to SEBI’s LODR 2015, listed companies must adhere to a variety of laws and regulations. Our article provides a comprehensive compliance checklist to help you navigate through the intricate web of legal obligations and deadlines.
Page Contents
- Annual Compliances for Listed Entities
- Quarterly Compliances for Listed Entities
- Half-Yearly Compliances for Listed Entities
- Event Based Compliances For Listed Entities
- Board Meeting Related Compliances For Listed Entities
- Event Based Board Meeting Related Compliances For Listed Entities
- AGM Related Compliances For Listed Entities
- Event Based AGM Related Compliances For Listed Entities
Annual Compliances for Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Section 184 (1) of Companies Act, 2013 & Rule 9 of Companies (Meetings of the Board and Powers) Rules, 2014 | Every director to disclose his interest in prescribed format of Form MBP-1 | Beginning of every F.Y. – 1st APR |
| 2 | Section 149 (7) of Companies Act, 2013. & Regulation 17 (10) (b) of SEBI LODR 2015 | Declaration by independent directors of meeting the criteria of Independence | Beginning of every F.Y. – 1st APR |
| 3 | Section 164(2) of Companies Act, 2013. & Rule 14(1) Companies (Appointment and Qualification of Directors) Rules, 2014. | Every director to file DIR-8 | Beginning of every F.Y. – 1st APR |
| 4 | Regulation 9 (1) & Schedule B of SEBI PITs 2015 | Obtain annual information from designated persons | Annual basis no due date |
| 5 | Regulation 26 (2)of SEBI LODR 2015 | Directors to inform the company about their committee positions incl. changes therein in other listed entities | Annual basis / whenever any changes occur |
| 6 | Regulation 26 (3)of SEBI LODR 2015 | All members of the board of directors and senior management personnel shall affirm compliance with the code of conduct of board of directors and senior management on an annual basis. | Annual basis |
| 7 | Regulation 26 (5)of SEBI LODR 2015 | Senior management to disclose to BOD material, financial and commercial transactions, where they have personal interest | Annual basis |
| 8 | Regulation 14 of SEBI LODR 2015 | Payment of Annual listing fees to recognized stock exchanges | Within 30 days of the conclusion of the F.Y.- Apr 30th |
| 9 | Regulation 40 (9) & 40 (10) of SEBI LODR 2015 | File the certificate received from PCS with the RSE that all certificates are issued within 30 days of the date of lodgment for transfer, sub-division, consolidation etc. | Within 30 days of the conclusion of the F.Y.- Apr 30th |
| 10 | Regulation 7 (3) of SEBI LODR 2015 | Certificate by CO + RTA to be filed with SE regarding maintenance of share transfer facility | Within 30 days of the conclusion of the F.Y.- Apr 30th |
| 11 | SEBI/HO/DDHS/CIR/P/2018/144 November 26, 2018 | Disclosure requirements for large entities – with SE | April 30th |
| 12 | Regulation 24A of SEBI LODR 2015 & CIR/CFD/CMD1/27/2019 | Secretarial Compliance Report in pdf & XBRL | Within 60 days of Y E – May 30th |
| 13 | Rule 16 A (3)Companies (Acceptance of Deposits) Rules, 2014 | File Form DPT 3 – Return of Deposits with ROC | Up to June 30th |
| 14 | Rule 12A of the Companies (Appointment and Qualification of Directors) Rules, 2014. | DIR 3 KYC – eKYC for all directors | September 30th |
| 15 | Section 96 (1) of Companies Act 2013 | Hold AGM | Within 6 months of the closure of the F.Y. – on/before September 30th |
Quarterly Compliances for Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Regulation 13 (3) of SEBI LODR 2015 | Statement on investor complaints | Within 21 days from March Q E i.e. April 21st
Within 21 days from June Q E – July 21st Within 21 days from September Q E – October 21st Within 21 days from December Q E – January 21st |
| 2 | Regulation 27 (2) (a) of SEBI LODR 2015 | Corporate Governance Report | Within 21 days from March Q E i.e. April 21st
Within 21 days from June Q E – July 21st Within 21 days from September Q E – October 21st Within 21 days from December Q E – January 21st |
| 3 | Regulation 31 (1) of SEBI LODR 2015 | Shareholding Pattern | Within 21 days from March Q E i.e. April 21st
Within 21 days from June Q E – July 21st Within 21 days from September Q E – October 21st Within 21 days from December Q E – January 21st |
| 4 | Regulation 76 of SEBI (Depositories and participants) regulations 2018. | Reconciliation of Share capital audit report from PCS- XBRL &PDF | Within 30 days from March Q E i.e. April 30th
Within 30 days from June Q E – July 30th Within 30 days from September Q E – October 30th Within 30 days from December Q E – January 30th |
| 5 | Regulation 74 (5) of SEBI (Depositories and participants) regulations 2018. | File Compliance certificate received from RTA regarding. demat of share certificates to SE | Within 30 days from March Q E i.e. April 30th
Within 30 days from June Q E – July 30th Within 30 days from September Q E – October 30th Within 30 days from December Q E – January 30th |
| 6 | Schedule B + BSE circular LIST/COMP/01/2019-20 dated April 01, 2019 & NSE circular : NSE/CML/2019/11 dated April 2, 2019 | Close Trading window from the end of every quarter till 48 hours after the declaration of financial results at the BM &File notice of closure of Trading window with SE. | Before quarter ends – March 31st, June 30th , September 30th and December 31st. |
Half-Yearly Compliances for Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Section 405 of Companies Act 2013 & Notification No-S.O. 368(E) dated January 22nd 2019 | File Form MSME 1 with ROC | Within 1 month from HYE.
By 30th April for half year ended March. By 31st October for half year ended September |
| 2. | Regulation 23 (9) of SEBI LODR 2015 | Intimate the SE disclosures of Related Party Transactions on half yearly basis on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023. | Same date as on publication of its financial results |
Event Based Compliances For Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Regulation 39(3) of SEBI LODR 2015 | Intimation of loss of certicate /issue of duplicate certificate to SE | Within 2 days of getting information from shareholder /RTA |
Board Meeting Related Compliances For Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Section 173(3) of Companies Act 2013 and Clause 1.3.1, 1.3.6 & 1.3.7 of Secretarial Standard-1 (SS-1) | Send Notice & agenda of board & committee meeting to directors, auditors | 7 days before the BM date |
| 2 | Regulation 29 of SEBI LODR | File Notice of board meeting with SE in XBRL &PDF both.(XBRL to be submitted within 24 hrs of uploading the pdf ) | Intimation where Financials are to be considered – 5 working days before the BM & in other cases intimation to be given 2 working days prior to the BM. |
| 3 | Regulation 30 & 33 of SEBI LODR | Obtain Audit Report from auditors | Within 60 days of Y E for consideration of Annual Financial Results |
| 4 | Regulation 30 & 33 of SEBI LODR | Obtain Limited Review Report from auditors | Within 45 days of Q E for quarterly financial results |
| 5 | Regulation 33 of SEBI LODR | Hold Board meeting for consideration of financial results | Within 60 days of Y E for consideration of Annual Financial Results
Within 45 days of Q E for quarterly financial results |
| 6 | Regulation 30 & 33 of SEBI LODR | File BM outcome, financial results & Auditors Report/Limited review report as the case may be in PDF with the SE. | Within – 30 minutes of BM |
| 7 | Regulation 30 & 33 of SEBI LODR | File Financial results in XBRL with SE | Within – 24 hours of BM |
| 8 | Regulation 47 of SEBI LODR | Publish financial results in newspaper in specified format | Within – 48 hours of BM |
| 9 | Regulation 30 & 47 of SEBI LODR | File financial results published in newspaper with SE | Within – 24 hours of publication |
Event Based Board Meeting Related Compliances For Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Section 179(3) of the Companies Act 2013 read with rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014. | File MGT-14 for board resolutions if needed | within 30 days of the BM |
| 2 | Section 148 of the company Act 2013 | File Form CRA-2 for appointment of cost Auditor | within 180 days of commencement of FY/ 30 days of appointment whichever is earlier |
| 3 | Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules, Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014 | Form DIR -12 with ROC for particulars of appointment, cessation and changes taken place in designations of the Directors and KMP of the company – post BM | Within 30 days of BM |
AGM Related Compliances For Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Regulation 47 of SEBI LODR | Newspaper Advertisement intimating regarding the Annual General Meeting of the Company to be filled with the SE. | simultaneously as on the date of publication of Advertisement in the News paper |
| 2 | Regulation 47 of SEBI LODR | Newspaper Advertisement for dispatch of Notice of AGM along with Annual Report to be filled with the SE. | simultaneously as on the date of publication of Advertisement in the News paper |
| 3 | Regulation 34 (1) of SEBI LODR | Filling of Annul Report + AGM Notice with the SE & publish the same on Company’s website. | day of commencement of dispatch to its shareholders |
| 4 | Regulation30 & Sch III of SEBI LODR 2015 | File Proceedings of AGM with SE | Within 24 hours of AGM |
| 5 | Regulation 43 (3) of SEBI LODR | E-voting results | Within 2 working days of AGM |
| 6 | MCA circular 14/2020 dated April 8, 2020 | File MGT 14 with ROC for all resolutions passed at the AGM held through VC/OAVM | within 30 days of the AGM |
| 7 | Section 121 of Companies Act 2013 | MGT 15 with ROC | within 30 days of the AGM |
| 8 | Companies Act 2013 | AOC 4 & AOC 4 CFS – filling of financial statements | within 30 days of the AGM |
| 9 | Section 92(2) of the Companies Act, 2013 & rule 11(2) of Companies (Management and Administration) Rules 2014,
|
MGT 7 ( MGT 8 – certification of Annual return from PCS to be attached to MGT -7) | within 60 days of the AGM |
| 10 | IEPF rule 8 | IEPF 2 – Details of unclaimed div. amounts of previous 7 financial years as on the date of closure of FY+ upload on company’s website | within 60 days of the AGM |
| 11 | FAQS on
Virtual meetings by ICSI |
For AGM conducted through VC/OAVM – Upload AGM transcript on Company’s website | Must be uploaded within a reasonable timeline from the conclusion of the AGM, |
Event Based AGM Related Compliances For Listed Entities
| S.R.NO | Reference | Compliance particular | DUE DATE |
| 1 | Rule 12(2) of Registrar of Companies (Registration Offices and Fees) Rules, 2014. | Form GLN-1 – Extension of AGM up to 3 months | |
| 2 | Regulation 34 (1) of SEBI LODR | Changes/revision to the annual report if any – the revised copy + the details of and explanation for the changes shall be sent to the SE | 48 hours after the AGM |
| 3 | Sections 7(1) (c), 168 & 170 (2) of the Companies Act, 2013 and Rule 17 Of Companies (Incorporation) Rules , Rule 8, 15 & 18 of Companies (Appointment and Qualification of Directors) Rules, 2014 | Form DIR -12 with ROC for particulars of appointment, cessation and changes taken place in designations of the Directors and KMP of the company – post AGM | Within 30 days of AGM |
| 4 | Section 139 of Companies Act 2013. | Form ADT 1 – Appointment of auditor with ROC | Within 15 days of appointment/AGM |
| 5 | Section 196 and Section 197 of the Companies Act of 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules of 2014 | Form MR. 1 return of appointment of managerial personnel with ROC | Within 60 days of appointment/AGM |
Conclusion: Understanding and adhering to compliance regulations is crucial for the smooth operation and governance of listed entities. The list is exhaustive and complex, making it imperative for companies to use this checklist as a guide to ensure complete legal adherence. Failure to comply can result in hefty fines, penalties, and even de-listing. Keep this checklist handy, and make sure you’re up to date on all your compliance requirements.
Sponsored
Kindly Refer to
Privacy Policy &
Complete Terms of Use and Disclaimer.
Author Bio
