CS Annu Sharma
Dear Professionals & Students.
We are in the smart era of economy with wide range of listed Companies/Entities and their compliances are very stringent here we will gain some more summarized knowledge of quarterly/half yearly compliances applicable on listed companies which has made transparency in the system also save time & avoid big data analysis.
Calendar of Compliance is applicable to companies whose equity shares are listed on the Stock Exchange as per LODR (Listing Obligation and Disclosure Requirements) Regulation, 2015, here we mainly discuss about companies listed on BSE (Bombay Stock Exchange) since it’s a very crucial work for a professionals to comply with the requirements of Stock exchanges for quarterly/half yearly/ annually compliances hence below readings will help us to comply with requirements smoothly.
Pursuant Regulation 10 of the Listing Regulations about the listed entity shall file the reports, statements, documents, filings and any other information with the recognized stock exchange(s) on the electronic platform as specified by the Board or the recognized stock exchange(s). Accordingly as per BSE Circular No. DCS/COMP/20/2015-16 dated November 30, 2015 it is mandatory for filing of various information with the exchange in electronic mode through online web portal , Effective from December 1, 2015, those filings that are not filed with the Exchange through the Listing Centre are liable to be considered as non-submission and consequent non-compliance with the Regulations. Compliance filing for entities other than those listed on the Exchange may be done through Email to the designated ID ie. [email protected]
|Compliances to be done twice a Year|
|Regulation 7 (3) –||Compliance Certificate certifying
maintaining physical & electronic transfer facility
|Within one month of end of each half of the financial year (i.e. 31st October & 30th April)|
|Regulation 40 (9) –||Certificate from Practicing Company Secretary (PCS)||Within one month of end of each half of the financial year (i.e. 31st October & 30th April)|
If we understand Regulation 7 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 that says a listed entity shall submit a compliance certificate to the exchange, duly signed by both that is by the compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable, within one month of end of each half of the financial year, certifying maintaining physical & electronic transfer facility either in house or RTA as applicable.
Further Regulation 40 (9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires that a listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary (PCS) within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.
If we compare both regulation so we will gain that in both the regulation CS Professional is getting opportunity in Regulation 7 (3) as a Compliance Officer and in Regulation 40 (9) as a Practicing Company Secretary (PCS)
|Compliances to be done 4 times a Year|
|Regulation 13 (3) –||Statement of Investor complaints.||Within Twenty one days from the end of each quarter (i.e. 21st July, 21st Oct, 21st Jan, 21st Apr)|
|Regulation 27 (2) –||Corporate Governance.||Within 15 days from quarter end (i.e. 15st July, 15st Oct, 15st Jan, 15st Apr)|
|Regulation 31 –||Shareholding Pattern||Within Twenty one days from the end of each quarter (i.e. 21st July, 21st Oct, 21st Jan, 21st Apr)|
|Regulation 33 –||Financial Results||Within 45 days from quarter end except 4th Qtr (i.e. 14th Aug, 14th Nov, 14th Feb , Jan, 30th May)|
|SEBI- DP Reg.55A||Reconciliation of Share Capital Audit||Within 30 days from quarter end(i.e. 31st July, 31st Oct, 30th Jan, 30th Apr)|
Regulation 13 (3) – The listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter
Regulation 27 (2) – The listed entity shall submit a quarterly compliance report on corporate governance within fifteen days from close of the quarter. Further it may be noted that it shall not apply, in respect of – (a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year:
Provided that where the provisions of the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity. (b) the listed entity which has listed its specified securities on the SME Exchange.
Regulation 31 – (1) The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time within the following timelines –
♦ one day prior to listing of its securities on the stock exchange(s);
♦ on a quarterly basis, within twenty one days from the end of each quarter;
♦ within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital
Provided that in case of listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half yearly basis within twenty one days from the end of each half year.
Regulation 33 – The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of end of each quarter, (other than last quarter) along with Limited Review Report or Audit Report as applicable & 60 days in case of 4th Qtr
The listed entity shall submit Annual Audited standalone Financial results for the financial year, within sixty days from the end of the financial year along with the audit report and either with Statement on Impact of Audit Qualifications (applicable for audit report with modified opinion(s) ) or declaration (applicable for audit reports with unmodified opinion(s) ).
Provided that if the listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report and Statement on Impact of Audit Qualifications ( applicable for audit report with modified opinion). Provided further that, in case of audit reports with unmodified opinion(s), the listed entity shall furnish a declaration to that effect to the Stock Exchange(s) along with the annual audited financial results.
For the purpose of this Financial Result regulations , any reference to “quarterly/quarter” in case of listed entity which has listed their specified securities on SME Exchange shall be respectively read as “half yearly/half year”
SEBI- DP Reg.55A– Listed entities are required to submit Reconciliation of Share Capital Audit Report on a quarterly basis to the stock exchanges audited by a qualified chartered accountant or a practicing company secretary for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital. The Reconciliation of Share Capital Audit Report is required to be submitted to the stock Exchange within 30 days from the end of the Quarter under regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996.
|Compliances to be done once Year|
|Regulation 34 –||Annual Report||Within twenty one working days of it being approved and adopted in the annual general meeting.|
Just like Companies Act, 2013 in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 says that listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.
In case of top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), Business responsibility report is required to include in Annual Report is compulsory as per prescribed Format. However in case of other than top 500 listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these Business responsibility reports on a voluntary basis.
Further as per Regulation 43A. The top 500 hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be required to disclose in their annual reports and on their websites. However the listed entities other than top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.
(Author Can be reached at Email: [email protected], Contact: 7021848742)