CS Pragya Singh
Background
What is Listing?
Listing means the admission of securities of a company for trading on a stock exchange. Listing is not compulsory under the Companies Act. It becomes necessary when a public limited company desires to issue shares or debentures to the public. When securities of any company get listed in any stock exchange, the company has to comply with the requirements of that particular exchange.
Major Objectives of Listing
♦ Free negotiability to stocks.
♦ Protection of interests of shareholders and investors
♦ A Mechanism for effective control and supervision of trading.
♦ Ready marketability and liquidity of a company’s securities.
Requirements of Listing
The listing of securities is ensured by way of an agreement which is entered into between a stock exchange and the issuing company. This agreement called listing agreement. All Listed entities shall comply with the listing conditions as stipulated in Listing Regulations to provide substantial information about the company to the stock exchanges on a daily basis. The provisions of Chapter V from Regulation 49 to 62 of ‘Listing Regulations’ shall apply only to a listed entity which has listed its ‘Non-convertible Debt Securities’ and/or ‘Non-Convertible Redeemable Preference Shares’ on a recognised stock exchange in accordance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008 or SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 respectively. The provisions of chapter V shall also be applicable to “perpetual debt instrument” and “perpetual non-cumulative preference share” listed by banks.
In respect of listing of securities by a company on recognised stock exchanges, it needs to file a set of documents as required by the stock exchanges for listing of its securities and to be traded on the stock exchanges
Listing Compliances
Periodic Compliances for a Listed Entity for Equity Shares:
The listed entity shall comply with the following compliances under SEBI Listing Regulations 2015:-
♦ Quarterly Compliances
♦ Half yearly Compliances
♦ Yearly Compliances
♦ Event Based Compliances
| Quarterly Compliances | When to Comply | ||||
| Regulation | Time Period | For the quarter ended 30th June | For the Quarter ended 30th September | For the Quarter ended 31st December | For the Quarter ended 31st March |
| Regulation 31 (1) (b) – Shareholding Pattern | Within 21 days from the end of the quarter | 21st July | 21st October | 21st January | 21st April |
| 27(2)(a): Corporate Governance Report | Within 15 days from the end of the quarter. | 15th July | 15th October | 15th January | 15th April |
| Regulation 33 (3) (a) – Financial Results along with Limited Review Report/Auditor’s report | Within 45 days from the end of the quarter. | 14th August | 14th November | 14th February | – |
| Reconciliation of Share Capital Audit Report | Within 30 days from the end of the quarter. | 30th July | 30th October | 30th January | 30th April |
| Regulation 13 (3) – Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter. | 21st July | 21st October | 21st January | 21st April |
| Regulation 32 (1) – Statement of deviation(s) or variation(s). | – | – | – | – | – |
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| Half Yearly Compliances | When To Comply | ||
| Regulations | Time Period | For the half Year Ended 30th September | For the Half Year ended 31st March |
| Regulation 7 (3) – Share Transfer Agent | Within 1 month of end of each half of the financial year. | 30th October | 30th April |
| Regulation 40 (10) – Transfer or transmission or transposition of securities | Within 1 month of end of each half of the financial year | 30th October | 30th April |
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| Annual Compliances | When to comply | ||||
| Regulation | Time Period | For the quarter ended 30th June | For the Quarter ended 30th September | For the Quarter ended 31st December | For the Quarter ended 31st March |
| Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) | Within one month of end of March 31 | 30th April | – | – | – |
| Regulation 33 (3) (d) – Financial Results along with Auditor’s Report | Within 60 days from the end of the financial year | – | – | – | 30th May |
| Regulation 34 (1) – Annual Report | On the day of commencement of dispatch to its shareholders. | ||||
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| Event Based Compliances | |
| Regulation | Time Period |
| Regulation 7(5) – Intimation of appointment of Share Transfer Agent | Within 7 days of Agreement with RTA. |
| Regulation 28 (1) – In-principle approval of recognized stock exchange(s) | Before issuing securities. |
| Regulation 29 (2) (b) to (f) – Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting etc., | Atleast two working days in advance, excluding the date of the intimation and date of the meeting. |
| Regulation 29 (2) (a) – Prior intimation of Board meeting for Financial Results | Atleast five days in advance (excluding the date of the intimation and date of the meeting). |
| Regulation 29(3) –Prior intimation of Board Meeting for alteration in nature of securities etc. | Atleast eleven working days in advance. |
| 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 twenty four hours from the occurrence of event or information. |
| Regulation 30 (6) – Disclosure of events or information | Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within thirty minutes of the conclusion of the board meeting. |
| Regulation 31(1)(a) – Shareholding Pattern prior to listing of securities | One day prior to listing of securities. |
| Regulation 31(1)(c) – Shareholding Pattern in case of capital restructuring | Within 10 days of any change in capital +/- 2%. |
| 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. |
| Regulation 39(3) – Loss of share certificates and issue of the duplicate certificates | Within two days of getting information. |
| Regulation 44(3) – Voting Results | Within 48 hours of conclusion of General Meeting. |
| Regulation 45(3) – Change in name | Prior approval from Stock Exchange before filing application with Registrar of Companies. |
| Regulation 46 – Website | The listed entity shall maintain a functional website containing the basic information about the listed entity. |
Very helpful thank you madam
Very helpful….. Thnku
Thank uh for this valuable description of the topic. Many more to come from your side. Good start up. God bless you
very informative!!!Very precise and upto the point.