Summary: This document outlines the annual compliance requirements for listed companies, drawing from the Companies Act, 2013, its amendments (till March 2025), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It details the increased compliance burden on companies since the 2013 Act’s commencement, noting that listed companies receive no exemptions. The document defines a “listed company” and highlights key features, including mandatory dematerialization of shares, applicability of secretarial audits, restrictions on director loans, and requirements for key managerial personnel. The compliances are categorized by quarter, covering various forms, sections, and rules. Key compliances under the Companies Act, 2013 include disclosures from directors (MBP-1, DIR-8), half-yearly and yearly returns (MSME-1, DPT-3), financial statement approvals, directors’ reports, secretarial audits, AGM-related activities, and annual form filings (AOC-4, MGT-7, MGT-8, DIR-3 KYC). It also mentions board meetings, statutory register maintenance, auditor appointments, e-voting, postal ballots, and various committees. The SEBI LODR compliances are also categorized into quarterly, half-yearly, annual, and event-based requirements. These include shareholding patterns, corporate governance reports, financial results, grievance redressal, related party transaction disclosures, share transfer agent compliance, fee payments, secretarial compliance reports, annual reports, and various event-driven disclosures like intimation of board meetings, share transfer agent appointments, and scheme of arrangement.
BACKGROUND:
In this Flash editorial, the author begins by referring to the provisions of the Companies Act, 2013 read with all the Amendment Acts and rules mentioned there till March, 2025.
As per the latest amendments, Companies requirements for the compliances have been changed in comparison to the compliance requirement as on 01st April 2014, when the Companies Act, 2013 came into effect.
After the commencement of the Companies Act, 2013 from 01stApril 2014, the Compliance requirement of the Companies have been increased like MSME-1, BEN-2, Dematerialization of Shares, DPT-3 etc. Even no exemptions have been granted to the Listed Companies under the Companies Act, 2013.
Meaning of Listed Company:
(52) “listed company” means a Company which has any of its securities listed on any recognised stock exchange.
Important Features of Listed Companies:
i. All the shares should be in Demat.
ii. Provisions of Secretarial Auditor shall be applicable on Listed Companies.
iii. Loan to the Directors and relative of the Directors are strictly prohibited.
iv. Needs to file MGT-14 for all the resolutions passed u/s 179(3).
v. Provisions of KMP, MD and WTD are Applicable on the Listed Companies.
vi. Remuneration to the Directors are restricted as per Section 197 of the Companies Act, 2013.
vii. Independent Directors are mandatory to appoint.
viii. Women Directors are mandatory to appoint.
ix. CS are mandatory to appoint
x. CEO/ CFO are mandatory to appoint.
ANNUAL COMPLIANCES FOR LISTED COMPANY:
| S. No. | Forms | Section & Rules | Particular of Compliance | ||
| QUARTER – I – APRIL TO JUNE | |||||
| 1. | Receipt of MBP-1 (DG) | 184(1)
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Form MBP- 1 | Every Director of the Company in First Meeting of the Board of Director in each Financial Year shall disclose his interest in other entities. | |
| Every Director is required to submit with the Company a fresh MBP-1, whenever there is a change in his interest from the earlier given MBP-1.
MBP-1 is not required to file with ROC. |
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| 2. | Receipt of DIR- 8 (DG) | 164(2) 143 (3)(g) | Form DIR – 8 | Every Director of the Company in each Financial Year will submit with the Company disclosure of non-disqualification. | |
| 3. | Half Yearly Return (DG) | Section 405 | MSME-1 | Delay in the Payment to MSME Vendor: Company have to file this return half-yearly in respect of pending payments to the MSME vendors as at end of half -year. (only for payment pending for period more than half year)
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| 4. | Yearly Return (June) (DG) | Section 73 Rule 16 | E-form DPT-3 | Return of Deposit: Company is required to file this form every year on or before 30th June in respect of return of Deposit and Particulars not considered as Deposit as on 31st March. | |
| QUARTER – II – JULY TO SEPTEMBER | |||||
| 5. | Approval of Financial Statement (DG) | 134 | Preparation and Approval of Financial Statement. The auditors’ report shall be attached to every financial statement | ||
| Every Listed Company is required prepare its Financial Statement in Extensible Business Reporting system. | |||||
| 6. | Directors’ Report (DG) | 134 | Directors’ Report shall be prepared by mentioning all the information required for the Company under Section 134 read with relevant rules and relevant provisions of other Acts. | ||
| It should be signed by the “Chairperson” authorized by the Board, where he is not so authorized by at least 2 Directors one of them should be MD, if there is any. | |||||
| 7. | Secretarial Audit (DG) | Section 204 | All the Listed Companies are required to appoint a Practicing Company Secretary for Secretarial Audit by filing e-form MGT-14. | ||
| 8. | Filing of Resolution with ROC (DG) | Section 117 read with 179 | MGT-14 | Public Company required filing this form with the ROC within 30 days of the approval of the Directors’ Report and the Financial Statement with ROC. | |
| 9. | Holding of AGM (DG) | 96 | Every company shall in each year hold in addition to any other meetings, a general meeting as its annual general meeting.
it shall be held within a period of six months, from the date of closing of the financial year. |
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| 10. | Notice of AGM (DG) | 101 & SS-II | Every Notice of the Annual General Meeting will be prepared as per Section 101 of the Companies Act 2013 and Secretarial Standard – II.
Every Listed Company will give e-voting facility. |
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| 11. | Circulation of Notice of AGM (DG) | 101 & SS | Notice of the Annual General Meeting will be sent to all the:
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| 12. | Circulation of Financial Statement &other relevant Dox (DG) | 136 | Company will send to the members of the Company approved Financial Statement, Directors’ Report and Auditors’ Report at least 21 clear days before the Annual General Meeting.
In case the AGM is called on the shorter notice then above mentioned documents shall be circulated on such shorter period. For holding of the AGM on shorter notice companies need to take the proper approvals as per the Act. |
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| 13. | Annual Form (DG) | Rule 12A | DIR-3 KYC | KYC of Directors: All the Directors of the Company shall file this form on or before 30th September every year. | |
| QUARTER – III – OCTOBER TO DECEMBER | |||||
| 14. | E- Forms- Annual Form (DG) | 137 | E-form: mAOC-4 | Financial Statement: Company is required to file its Balance Sheet along with the Statement of Profit and Loss Account, Cash flow statement, Directors’ Report and Auditors’ Report in this form within 30 days of holding of the Annual General Meeting in XBRL Format. | |
| Attachment: XML file of XBRL and PDF File of Balance Sheet, Statement of Profit & Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report and the Notice of the AGM. | |||||
| 15. | Report of AGM (DG) | 121 | MGT-15 | Report on AGM: Company shall prepare a Report on each AGM and file same with ROC within 30 days of AGM. | |
| 16. | E- Forms Filing Requirements Annual Form (DG) | 92 | E-form: MGT-7 | Annual Return: Every Company will file its Annual Return within 60 days of holding of the Annual General Meeting.
Annual Return will be for the period from 1st April to 31st March. Annual Return of Every Public Company should be signed by a Company Secretary in employment. |
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| 17. | Certification of Annual Return (DG) | 92 | MGT-8 | Listed Companies shall submit a Certificate from a Company Secretary in Practice as an attachment to MGT-7. | |
| QUARTER – IV – JANUARY TO MARCH
There is no mandatory compliance for this quarter under Companies Act. |
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| 18. | Board Meetings (DG) | 173 & SS-I | Every Company shall hold a minimum number of FOUR meetings of its Board of Directors every year in such a manner that maximum gap between two meetings should not be more than 120 (One hundred twenty) days. | ||
| 19. | Maintenance of Statutory Registers (DG) | 88 and other sections | Company will maintain the following mandatory Registers:
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| 20. | Appointment of Auditor (DG) | 139 | E-form ADT-1 | The Auditor will be appointed for 5 (Five) years and form ADT-1 will be filed for a 5-year appointment within 15 days of the Annual General Meeting. | |
| Above mentioned 20 (Twenty) Compliances are mandatory annual compliances for the Listed Company.
Except above 20 (Twenty), there may be event-based compliances for the Listed Company. |
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| 21. | E- Voting (DG) | 108 | Voting Through Electronic Means: It is mandatory for the Listed Company to provide e-voting facility to the Shareholders. | ||
| 22. | Postal Ballot (DG) | 110 | Voting Through Postal Ballot: There are certain Items for which it is mandatory for the Company to provide Postal Ballot Facility. | ||
| 23. | Secretarial Audit Report (DG) | 204
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A Listed Company is required to get the Secretarial Audit of the Company done a Practicing Company Secretary and a report in form of MR-3 will be a part of the Directors’ Report. | ||
| 24. | Internal Auditor (DG) | 138 | All the Listed Companies are required to appoint an Internal Auditor by filing e-form MGT-14. | ||
| 25. | Audit Committee (DG) | 177 | A Listed Company is required to constitute its Audit Committee and the meetings of the Committee will be as per Secretarial Standard- I. | ||
| 26. | Nomination & Remuneration Committee (DG) | 178 | A Listed Company is required to constitute its Nomination & Remuneration Committee and the meetings of Committee will be as per Secretarial Standard- I. | ||
| 27. | Stake Holder Relationship Committee (DG) | 178 | A Listed Company is required to constitute its Stake Holder Relationship Committee and the meetings of Committee will be as per Secretarial Standard- I. | ||
| 28. | Vigil Mechanism (DG) | 178 | A Listed Company is required to constitute a policy of vigil mechanism. | ||
| Above mentioned 28 (Eight) Compliances are mandatory annual compliances for the Listed Company.
Except above 28 (Twenty-Eight), there may be event-based compliances Companies. |
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ANNUAL COMPLIANCES FOR
LISTED COMPANY – UNDER LODR:
| QUARTERLY COMPLIANCE | ||
| S. No. | Regulation reference | Timeline |
| 1 | Regulation 31 (1) (b)- Shareholding Pattern | Within 21 days from the end of the quarter |
| 2 | 27(2)(a) – Corporate Governance Report | Within 21 days from the end of the quarter. |
| 3 | Regulation 33 (3) (a) – Financial Results along with Limited review report/Auditor’s report | Within 45 days from the end of the quarter. |
| 4 | Reconciliation of share capital audit report | Within 30 days from the end of the quarter. |
| 5 | Regulation 13 (3) – Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter. |
| 6 | Regulation 32 (1) – Statement of deviation(s) or variation(s). | Within 45/60 days from the end of the quarter |
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| HALF YEARLY COMPLIANCE | ||
| S. No. | Regulation reference | Timeline |
| 1 | Regulation 23 (9) – Disclosures of related party transactions – The listed entity shall make such disclosures every 6 months within 15 days from the date of publication of its standalone and consolidated financial results. The listed entity shall also make such disclosures every 6 months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023 | Within 15 days of publication of Financial results |
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| ANNUAL COMPLIANCE | ||
| S. No. | Regulation reference | Timeline |
| 1. | Regulation 7 (3) – Share Transfer Agent – Compliance Certificate | Within 30 days from the end of financial year |
| 2. | Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) | Within one month from the end of March 31 |
| 3. | Regulation 24A – Secretarial Compliance Report | within 60 days from the end of the financial year |
| 4. | Regulation 26 (3) – Annual affirmations for compliance with code of conduct – | At the 1st BM in every Financial Year |
| 5. | Regulation 33 (3) (d) – Financial Results along with the Auditor’s Report: Download Regulation | Within 60 days from the end of the financial year |
| 6. | Regulation 34(1) & 36(2) – Annual Report | Not later than the day of commencement of the dispatch to its shareholders and not less than 21 days before the Annual General Meeting |
| 7. | Regulation 40 (10) – Transfer or transmission or transposition of securities (process should be complete within 15 days of receipt, provided there should be no error in the documents) | Within 30 days from the end of the financial year |
| 8. | Circular No. SEBI/HO/DDHS/CIR/P/2018/144 – Initial Disclosure requirements for large entities | Within 30 days from the beginning of the FY |
| 9. | Circular No. SEBI/HO/DDHS/CIR/P/2018/144 – Annual Disclosure requirements for large entities | Within 45 days of the end of the FY |
| 10. | Regulation 40 (9) – Certificate from Practicing Company Secretary. | Within 30 days of the end of the financial year. |
| 11. | Regulation 44(3) – Submission of Voting Results to Stock Exchange | Within two working days of the conclusion of General Meeting |
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| Event Based Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 | |||||||||||
| S. No. | Regulation reference | Timeline | |||||||||
| 1. | Regulation 7(5) – Intimation of appointment of Share Transfer Agent | Within 7 days of Agreement with RTA | |||||||||
| 2. | Regulation 28 (1) – In-principal approval of recognized stock exchange(s) | Before issuing securities | |||||||||
| 3. | 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 | |||||||||
| 4. | 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) | |||||||||
| 5. | Regulation 29(3) – Prior intimation of Board Meeting for alteration in nature of securities etc. | At least eleven working days in advance | |||||||||
| 6. | 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 the following:
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| 7. | Regulation 30 (11) – Top listed entities to verify market rumours | Top 100 listed entities and thereafter the Top 250 listed entities with effect from the date as may be specified by the Board1 shall confirm, deny or clarify any reported event or information in the mainstream media that rumours of an impending specific material event or information as soon as reasonably possible and not later than 24 hours from the reporting of the event or information. | |||||||||
| 8. | Regulation 31(1)(a) – Shareholding Pattern prior to listing of securities | One day prior to listing of securities | |||||||||
| 9. | Regulation 31(1)(c) – Shareholding Pattern in case of capital restructuring | Within 10 days of any change in capital +/- 2% | |||||||||
| 10. | 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 | |||||||||
| 11. | Regulation 39(3) – Loss of share certificates and issue of the duplicate certificates | Within two days of getting information | |||||||||
| 12. | Regulation 44(3) – Voting Results | Within two working days of conclusion of General Meeting | |||||||||
| 13. | Regulation 45(3) – Change in name | A Certificate from Practicing CA to be annexed in explanatory statement to the notice seeking shareholder’s approval for change in name. The certificate shall state that all compliances with regard to change in name of the listed entity have been complied with. | |||||||||
| 14. | Regulation 46 – Website | The listed entity shall maintain a functional website containing the basic information about the listed entity. | |||||||||
Author – CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com).
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