INTRODUCTION
Periodical SEBI related Compliance by Listed companies can be categorised as under
i. Quarterly Compliances
ii. Half Yearly Compliances
iii. Annually Compliances
iv. Event Based Compliances
2. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
3. Securities and Exchange Board of India (Substantial Acquisition and Takeover) Regulation, 2011
All the above three SEBI regulations are required to be periodically complied by every Listed Entities whose securities are listed on the recognized Stock exchanges of India
Regulation 6 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 casts the obligation on the Compliance officer of the Company to ensure the timely compliances with all the applicable norms and regulation to the listed entity in true letters and spirit
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Advantages of timely compliances by Listed Entity
√ Enables the investors to take fair and better investment decisions
√ Ensures among the stakeholder’s transparency and efficiency in the overall operations of the Company.
Example: Dividend, Bonus and Right Issues, Book closure, facilities for transfer, allied Company related information etc published by the Company can help stakeholders to know all the actual happening and ongoing transactions taking place in the Company.
√ Prevents the unfair trade practices and improves the overall confidence among small investors
√ Ensures better corporate governance and competitive practices among the corporate giants
Example: Disclosure under regulation 23(9) of SEBI LODR, 2015 etc
√ Complying with regular circulars, notification issued by SEBI from time to time creates confidence among the investors to buy the shares of the such well complied companies
√ Provides the opportunity to the shareholder to raise their grievances and queries before the Company relating to non-receipt of dividend or annual report of the Company etc
Example: Disclosure under regulation 13(3) of SEBI LODR, 2015
I. SEBI (Listing Obligations and Disclosure Requirement) Regulation,2015
(i) Quarterly Compliances:
Sr No |
Regulation |
Disclosure |
Applicability |
Timelines |
Quarters |
|||
March |
June |
September |
December |
|||||
1. |
13(3) |
Statement of Investor Complaints. |
All Listed Entities |
Within 21 days from the end of the quarter. |
21st April |
21st July |
21st October |
21st January |
2. |
31(1)(b) |
Disclosure of Shareholding Pattern |
All Listed Entities |
Within 21 days from the end of the quarter. |
21st April |
21st July |
21st October |
21st January |
3. |
27(2)(a) |
Corporate Governance Report |
Listed entities♦Having Paid Up Equity Share Capital exceeding 10 crores and♦Net worth exceeding 25 crores , as on the last day of the previous financial year |
Within 21 days from the end of the quarter. |
21st April |
21st July |
21st October |
21st January |
4. |
76 (SEBI DP) Regulation, 2018 |
Recon-ciliation of Share Capital Audit. |
All listed Entities |
Within 30 days from the end of the quarter. |
30th April |
30th July |
30th October |
30th January |
5(i) |
33(3)(a) |
Un Financial Results along with Limited review report |
All listed Entities |
Within 45 days from the end of the quarter except for 31st March |
– |
14th August |
14th November |
14th February |
(ii) |
33(3)(d) |
Audited Financial results along with Audited Report |
All listed Entities |
Within 60 days from the end of the March quarter |
30th May |
– |
– |
– |
6. |
74(5) |
Compliance Certificate on Demat/Remat |
All listed Entities |
Within 15 days from the end of the quarter |
15th April |
15th July |
15th October |
15th January |
7. |
29 (1) (a) and 29(2) |
Prior intimation of Board meeting for Financial Results viz. quarterly, half yearly, or annual |
All listed Entities |
At least five days in advance (excluding the date of the intimation and date of the meeting) |
||||
(ii) Half Yearly Compliances:
|
Sr No. |
Regulation | Disclosure | Applicability | Timelines | Due dates | |
| September | March | |||||
| 1. | 23(9) | Disclosures of related party transactions | Listed entities
|
Within 30 days from the date of publication of its standalone and consolidated financial results. | 14th December | 29th June |
(iii) Annually Compliances:
|
Sr No. |
Regulation | Disclosure | Applicability | Timelines | Due dates |
| 1. | 40(9) | Certificate from Practicing Company Secretary. | All listed Entities | Within 30 days from the end of the financial year | 30th April |
| 2. | 7(3) | Compliance Certificate certifying maintaining physical & electronic transfer facility | All listed Entities | Within 30 days from the end of the financial year | 30th April |
| 3. | 34(1) | Annual Report | All listed Entities | (a) Not later than the day of comm encement of dispatch to its share holders.
(b) in the event of any changes to the annual report, the revised copy along with the details of and expla-nation for the changes shall be sent not later than 48 hours after the AGM |
Not less than 21 days before the AGM |
| 4. | 24A | Secretarial Compliance Report | Listed entities
♦Having Paid Equity Share Capital 10 crores and ♦Net worth 25 crores , as on the last day of the previous financial year |
Within 60 days of the end of the financial year | 30th May |
| 5.(a) | SEBI Circular Dated November 26, 2018 | Initial Disclosure requirements for Large Corporate Entities (LC) | ♦Having Debt securities/ NCD/ Rede-emable preference shares &
♦Having O/s loan of more than INR 100 crores or more with original maturity of more than 1 year & ♦Having a credit rating of “AA and above” |
Within 30 days from the beginning of the FY | 30th April |
| 5.(b) | SEBI Circular Dated November 26, 2018 | Annual Disclosure for LC | Same as above | Within 45 days of the end of the FY | 15th May |
| 6. | 14 | Payment of listing fees & Other charges | All listed Entities | Pay all such fees or charges, as applicable, to the recognized Stock Exchange(s), in the manner specified by the Board or the recognized Stock Exchange(s). | |
| 7. | 44(3) | Voting Results | All listed Entities | Within two working days of the conclusion of General Meeting | |
(iv) Event Based Compliances:
|
Sr No |
Regulation | Disclosure | Timelines |
| 1. | 29 (1) (a) and 29(2) | Prior intimation of Board meeting for Financial Results viz. quarterly, half yearly, or annual | At least five days in advance (excluding the date of the intimation and date of the meeting) |
| 2.(i) | 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 |
| 2.(ii) | 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. |
| 3. | 47(4) | Publication of financial results in at least one English language daily newspaper and one in vernacular language of the region, where the registered office of the listed entity is situated | Within 48 hours of conclusion of the Board meeting at which the financial results were approved |
| 4. | 46 | Website | The listed entity shall update any change in the content of its website within two working days from the date of such change in content |
| 5. | 31 | Shareholding Pattern
> In case of listing of securities > In case of capital restructuring |
one day prior to listing of its securities on the stock exchange(s);
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: |
| 6. | 42 | Notice for Record Date \ Corporate Action
> For corporate benefits like mergers, de-mergers, split, bonus, dividend, rights etc. > Intimation for declaration of all dividend and/or cash bonuses |
> The Company shall give an advance notice of at least seven working days
> The Company shall give an advance notice of at least five working days (Shall exclude the date of the intimation and record date) |
| 7. | 7 | Appointment of New Share Transfer Agent. | In case of any change or appointment of a new share transfer agent, the listed entity shall intimate such appointment, to the stock exchange(s) within seven days of entering into the agreement. |
| 8. | 43 | Declaration of Dividend | The Listed entity has to declare and disclose the dividend on per share basis only. |
| 9. | 43A | Dividend Distribution Policy (DDP)
(To be adopted by top 1000 listed entities based on market capitalization as on March 31 of every financial year) |
A DDP which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports. |
Annually Compliances:
|
Sr No |
Regulation | Disclosure | Applicability | Timelines |
| 1. | 30(1) | Disclose their aggregate shareholding and voting rights to
⇒ Every stock exchange where the shares of the target company are listed; and ⇒ The target company at its registered office. |
Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as on 31st March of every year | Within seven working days from the end of each financial year in such target company i.e by 11th April,2022 for the 31st March, 2022 compliances |
| 2. | 30(2) | The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as on 31st March |
III. SEBI (Prohibition of Insider Trading) Regulation, 2015
Event Based Compliances:
|
Sr No |
Regulation | Type of Disclosure | Disclosure | Timelines |
| 1. | 7(1)(b) | Initial Disclosure | Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter or member of the promoter group shall disclose his holding of securities in the company as on the date of appointment or becoming a promoter, to the company | Within seven days of such appointment or becoming a promoter or KMP or Director |
| 2. | 7(2)(a) | Continual Disclosure | Every promoter, member of the promoter group, designated person and director of every company shall disclose to the company the number of such securities acquired or disposed of | Within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified. |
| 7(2)(b) | Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed
(Transaction type include buy/ sales/ pledge/revoke/Invoke) |
Within two trading days of receipt of the disclosure or from becoming aware of such information | ||
| 3. | Schedule B | Closure of Trading Window | Disclosure of Unpublished Price sensitive information (UPSI)
|
In any event shall not be earlier than forty-eight hours after the UPSI is generally made available to the public |
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