Understand the quarterly compliance requirements for listed companies as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Learn about statement of grievance redressal mechanism, corporate governance report, shareholding pattern, deviation statement, financial results, reconciliation of share capital audit report, and more. Ensure timely adherence to regulatory obligations for a seamless and compliant quarter.
Article explains Quarter Compliance of Listed Company under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to Regulation 13(3) Statement of Grievance Redressal Mechanism, Regulation 27(2)(a) Corporate Governance Report, Regulation 31(1)(b) Shareholding Pattern, Regulation 32(1) – Statement of deviation(s) or variation(s), Regulation 33(3)(a) Financial Results alongwith Limited review report/Auditor’s report, Reconciliation of share capital audit report, Regulation 3(5) and 3(6) and Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018.
| QUARTERLY COMPLIANCE | WHEN TO COMPLY | Remark | |
| REGULATION REFERENCE | TIMELINE | FOR THE QUARTER ENDED DECEMBER | |
| Closure of Trading Window | |||
| Regulation 13 (3) – Statement of Grievance Redressal Mechanism (RTA) | Within 21 days from the end of the quarter. | By 21- January | 13.(1) The listed entity shall ensure that adequate steps are taken for expeditious redressal of investor complaints.
(2) The listed entity shall ensure that it is registered on the SCORES platform or such other electronic platform or system of the Board as shall be mandated from time to time, in order to handle investor complaints electronically in the manner specified by the Board. (3) The listed entity shall file with the recognised 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. (4) The statement as specified in sub-regulation (3) shall be placed, on quarterly basis, before the board of directors of the listed entity. |
| Regulation 27(2)(a) – Corporate Governance Report | Within 21 days from the end of the quarter. | By 21- January | 27. (1) The listed entity may, at its discretion, comply with requirements as specified in Part E of Schedule II.
(2) (a) The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within [twenty-one] days from [the end of each] quarter. (b) Details of all material transactions with related parties shall be disclosed along with the report mentioned in clause (a) of sub-regulation (2). (c) The report mentioned in clause (a) of sub-regulation (2) shall be signed either by the compliance officer or the chief executive officer of the listed entity |
| Regulation 31 (1) (b)- Shareholding Pattern | Within 21 days from the end of the quarter | By 21- January | 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 –
(a) one day prior to listing of its securities on the stock exchange(s); (b) on a quarterly basis, within twenty-one days from the end of each quarter; and, (c) 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. (2) The listed entity shall ensure that hundred percent of shareholding of promoter(s) and promoter group is in dematerialized form and the same is maintained on a continuous basis in the manner as specified by the Board. (3) The listed entity shall comply with circulars or directions issued by the Board from time to time with respect to maintenance of shareholding in dematerialized form. (4) All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all stock exchanges having nationwide trading terminals where the specified securities of the entity are listed, in accordance with the formats specified by the Board. |
| Regulation 32(1) – Statement of deviation(s) or variation(s). | Within 45 days from the end of the quarter/Within 60 days from the end of the last quarter | By 14- February | 32.(1) The listed entity shall submit to the stock exchange the following statement(s) on a quarterly basis for public issue, rights issue, preferential issue etc: –
(a) indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable; (b) indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds. (2) The statement(s) specified in sub-regulation (1), shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved. (3) The statement(s) specified in sub-regulation (1), shall be placed before the audit committee for review and after such review, shall be submitted to the stock exchange(s). (4) The listed entity shall furnish an explanation for the variation specified in sub-regulation (1), in the directors’ report in the annual report. (5) The listed entity shall prepare an annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus/notice, certified by the statutory auditors of the listed entity, and place it before the audit committee till such time the full money raised through the issue has been fully utilized. (6) Where the listed entity has appointed a monitoring agency to monitor utilisation of proceeds of a 170[public issue or rights issue or preferential issue or qualified institutions placement], the listed entity shall submit to the stock exchange(s) any comments or report received from the monitoring agency 171[within forty-five days from the end of each quarter]. (7) Where the listed entity has appointed a monitoring agency to monitor the utilisation of proceeds of a 172[public issue or rights issue or preferential issue or qualified institutions placement], the monitoring report of such agency shall be placed before the audit committee on 173[a quarterly basis], promptly upon its receipt. Explanation, —174[For the purpose of sub-regulations (6) and (7), “monitoring agency” shall mean the monitoring agency as specified in the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.] (7A) Where an entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized. |
| Regulation 33(3)(a) – Financial Results alongwith Limited review report/ Auditor’s report | Within 45 days from the end of the quarter/Within 60 days from the end of the last quarter | By 14- February | 33.(1) While preparing financial results, the listed entity shall comply with the following:
(a) The financial results shall be prepared on the basis of accrual accounting policy and shall be in accordance with uniform accounting practices adopted for all the periods. (b) The quarterly and year to date results shall be prepared in accordance with the recognition and measurement principles laid down in Accounting Standard 25 or Indian Accounting Standard 31 (AS 25/ Ind AS 34 –Interim Financial Reporting), as applicable, specified in Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or as specified by the Institute of Chartered Accountants of India, whichever is applicable. |
| Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018- Reconciliation of share capital audit report
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Within 21 days from the end of the quarter. | By 21- January | 76.(1) Every issuer shall submit audit report on a quarterly basis, starting from September 30, 2003, to the concerned stock exchanges audited by a qualified Chartered Accountant or a practicing Company Secretary11[or a practicing Cost Accountant], for the purposes of reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital.
(2) The audit report under sub-regulation (1) shall also give the updated status of the register of members of the issuer and confirm that securities have been dematerialized as per requests within twenty-one days from the date of receipt of requests by the issuer and where the dematerialization has not been effected within the said stipulated period, the report shall disclose the reasons for such delay. (3) The issuer shall immediately bring to the notice of the depositories and the stock exchanges, any difference observed in its issued, listed, and the capital held by depositories in dematerialised form. |
| Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 | Within fifteen days of receipt of the certificate of security from the participant | By 15- January | Within fifteen 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 and shall also after due verification immediately mutilate and cancel the certificate of security and substitute in its record the name of the depository as the registered owner and shall send a certificate to this effect to the depository and to every stock exchange where the security is listed: Provided that in case of unlisted companies the condition of listing on all the stock exchanges where earlier issued shares are listed, shall not be applicable. |
| Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
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(4) For purposes of sub-regulation (3), the board of directors shall require the parties to execute agreements to contract confidentiality and non-disclosure obligations on the part of such parties and such parties shall keep information so received confidential, except for the purpose of sub-regulation (3), and shall not otherwise trade in securities of the company when in possession of unpublished price sensitive information.
(5) The board of directors or head(s) of the organisation of every person required to handle unpublished price sensitive information shall ensure that a structured digital database is maintained containing the nature of unpublished price sensitive information and the names of such persons who have shared the information and also the names of such persons with whom information is shared under this regulation along with the Permanent Account Number or any other identifier authorized by law where Permanent Account Number is not available. Such database shall not be outsourced andshall be maintained internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database. |
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