Introduction: Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is essential for listed entities to maintain transparency and adhere to regulatory standards. This article outlines the various quarterly, half-yearly, and yearly compliance requirements, including submission deadlines and specific regulations governing investor complaints, corporate governance, shareholding patterns, financial results, and more.
QUARTERLY/HALF YEARLY/ YEARLY COMPLIANCES UNDER SEBI (LODR), 2015
> Regulation 7 (3): Compliance Certificate certifying maintaining physical 0 electronic transfer facility within 1 month of end of each half of the financial year.
> The 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 0 electronic transfer facility either in house or RTA as applicable.
> Regulation 13 (3) – Statement of Investor complaints.
> Within 21 days from the end of each quarter.
> The listed entity shall file with the recognised stock exchange(s) on a quarterly basis, within 21 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) – Corporate Governance. Within 15 days from quarter end.
> The listed entity shall submit a quarterly compliance report on corporate governance within 15 days from close of the quarter.
> Further it may be noted that it shall not apply,
(1) 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 6 months from the date on which the provisions became applicable to the listed entity.
(2) The listed entity which has listed its specified securities on the SME Exchange.
> Regulation 31: Shareholding Pattern: Within 21 days from quarter end.
> 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 –
(1) 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;
(2) within 10 days of any capital restructuring of the listed entity resulting in a change exceeding 2% of the total paid-up share capital:
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- o Provided that in case of listed entities which have listed their specified securities on ME Exchange, the above statements shall be submitted on a half yearly basis within 21 days from the end of each half year.
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> Regulation 33 – Financial Results:
> Within 45 days from quarter end. And in case of Annual Financial Result, within 60 days from end of Financial Year.
> The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within 45 days of end of each quarter, (other than last quarter) along with Limited Review Report or Audit Report as applicable.
> The listed entity shall submit Annual Audited standalone financial results for the financial year, within 60 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 regulation, 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”.
> Regulation 34 –Annual Report: Within 21 working days of it being approved and adopted in the annual general meeting.
> The Listed entity shall submit to the stock exchange and publish on its website a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders. In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.
> 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 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
> Regulation 40 (9) – Certificate from Practicing Company Secretary.
> Within 1 month of the end of each half of the financial year.
> The 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 within one month of the end of each half of the financial year, certifying that all certificates have been issued within 30 days of the date of lodgment for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies.
> Reconciliation of Share Capital Audit: REGULATION 55A OF SEBI (DEPOSITORY PARTICIPANTS) REGULATION, 1996
> Within 30 days from quarter end.
> 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.
> Corporate governance norms as specified in the regulation 17 to 27 of the SEBI(LODR), 2015 is applicable to every listed entity except,
1. Entities having paid up capital of not exceeding 10 crore rupees
And;
2. Entities having net-worth of not exceeding 25 crore rupees
> PRIOR INTIMATION: (REGULATION 29 OF THE SEBI (LODR), 2015)
1. Listed entity have to give prior intimation regarding Board meeting having matter of Declaration of financial results to Stock exchange at least 5 working days before the date of board meeting.
2. Listed entity have to give prior intimation regarding Board meeting to Stock exchange at least 11 working days before the date of board meeting
a) Alteration in the form or nature of listed securities or in the right or privilege of holder of listed securities
b) Alteration in the date on which interest or redemption of debenture or redeemable securities is due
3. Listed entity have to give prior intimation regarding Board meeting to Stock exchange at least 2 working days before the date of board meeting
a) Buy-back
b) Delisting
c) Declaration of dividend
d) Issue of convertible securities
e) Declaration of bonus securities
> COMPOSITION OF BOD: (REGULATION-17 OF SEBI (LODR), 2015
1. 50% shall be non-executive directors
2. Minimum 1 women director
3. If chairman is non-executive director: 1/3rd shall be independent director
4. If chairman is executive director: 1/2nd shall be independent director
5. If chairman is non-executive director but is a promoter or related to promoter or promoter group or 1 level below the management: 1/2nd shall be independent director
6. If company has issued the superior right equity shares of the company: 1/2nd shall be independent director.
Conclusion: Adhering to SEBI (LODR) compliance requirements ensures that listed entities maintain high standards of corporate governance and transparency. By meeting these regulatory obligations, companies not only avoid penalties but also build trust with investors and stakeholders. It is crucial for compliance officers and management teams to stay updated with these regulations and ensure timely submissions to promote a smooth and efficient regulatory environment.
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