The companies which are listing on Stock Exchanges have to comply to SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. It was enacted to provide the establishment of a Board to protect the interests of investors in securities and to promote the development of, and to regulate the securities market and matters connected therewith.
SEBI has taken direct regulatory control over the listed entities in India by notifying the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 on September 2,2015 (the Regulations).
These regulations have replaced the listing agreements earlier executed by companies with the stock exchanges and all earlier circulars regarding listing agreement, stand repealed.
In this article we shall discuss about the Quarterly/Half yearly/Annual and General Compliances under SEBI Listing Regulations (LODR).
Quarterly Compliances of Listed Companies
1. Regulation 13
The Listed company should file the statement to the recognized stock exchange 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 within 21 days of end of each quarter.
2. Regulation 31
The Listed company shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities within 21 days from the end of each quarter.
It shall have submitted in the format specified by the Board from time to time
3. Regulation 33
The Listed entity shall submit quarterly or unaudited standalone financial results along with limited review report to the stock exchange within 45 days of end of each quarter or where audited financials are being submitted it has to be submitted within 60 days of close of financial year with the independent audit report.
4. Regulation 27(2)
The Listed entity shall submit a quarterly compliance report on corporate governance to the recognised stock exchange within 15 days from close of the quarter. The report shall be signed by the compliance officer or the chief executive officer of the listed entity.
The regulation is applicable to those listed company whose paid up equity and net worth exceeds ten crores and twenty-five crores respectively.
5. Regulation 74(5) of SEBI (DP) Regulations 2018
Within 15 days of receipt of the certificate of security from the participant the issuer shall confirm to the depository that securities comprised in the said certificate have been listed on the stock exchange or exchanges where the earlier issued securities are listed.
6. Regulation 76 of SEBI (DP) Regulations 2018
The Listed company shall submit the audit report on quarterly basis to the recognised Stock Exchange audited by a qualified Chartered Accountant or a practicing Company Secretary for the purposes of reconciliation of the total issued capital within 21 days from the end of quarter.
Half Yearly Compliances of Listed Companies
1. Regulation 7(3)
The Listed Company shall submit a compliance certificate to the recognised stock exchange which should be signed by compliance officer and share transfer agent within 1 month of end of each half financial year.
2. Regulation 40(10)
The Listed Company shall submit a certificate from Practicing Company Secretary relating transfer or transmission or transposition of securities within 1 month of end of each half of the financial year.
3. Regulation 23(9)
The Listed Company shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosure of related party transactions on a consolidated basis to the stock exchange and publish the same on its website.
Annual Compliances of Listed Companies
1. Regulation 34
The Listed Company shall submit to the recognised stock exchange a copy of the annual report along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders.
If there are any changes in the annual report, the revised copy along with the details relating to the changes shall be sent not later than 48 hours after the annual general meeting.
2. Regulation 44
The Listed Company shall provide the facility of remote e-voting facility to its shareholders and shall submit the details regarding the voting results to the stock exchange, within 48 hours of conclusion of its General Meeting.
3. Regulation 14
The Listed company shall pay all such fees or charges, as applicable, to the recognised stock exchange manner specified by the the recognised stock exchange.
4. Regulation 24A
The Listed company shall submit the Annual Secretarial Compliance Report within 60 days of end of financial year.
General Compliances of Listed Companies
1. Regulation 6
The Listed company shall appoint a qualified company secretary as the compliance officer and intimate to recognised stock exchange.
2. Regulation 7
The Listed company shall appoint a share transfer agent and shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent and the listed entity and intimate such appointment to the stock exchange within seven days of entering into the agreement.
3. Regulation 29
The Listed company shall give intimation at least 2 working days in advance, excluding the date of intimation and date of the meeting on following matters:
a) Proposal for buyback of securities
b) Proposal for voluntary delisting by the listed entity from the stock exchange
c) Declaration/recommendation of dividend
d) Fund raising by way of public offer, rights issue, American Depository Receipts.
And in case approval of financial statements intimation may be given at least 5 clear days in advance
4. Regulation 30
The Listed entity shall maintain a functional website containing the basic information about the listed entity. The company shall update any change in the content of its website within 2 working days from the date of such change in content.
5. Regulation 47
The listed entity shall publish the following information in the newspaper
a) Notice of meeting where financial results shall be discussed;
b) Deviations to financial statements after review by audit committee, if any;
c) Notice given to shareholders;
d) Financial Results
The listed entity shall publish the information specified above in the newspaper simultaneously with the submission of the same to the stock exchange
Provided that financial results shall be published within 48 hours of conclusion of the meeting of board of directors
6. Regulation 42
The Listed Company shall intimate the record date atleast 7 working days (excluding the date of intimation and the record date) to all the stock exchange(s) where it is listed.
7. Regulation 39(3)
The Listed Company shall submit information regarding loss of share certificates and issue of duplicate certificates, to the stock exchange within 2 days of its getting information.