Quarterly/Half Yearly/Annual Compliances under SEBI Listing Regulations 2015

Quarterly / Half Yearly / Annual Compliances under SEBI Listing Regulations 2015 (LODR)

1 Regulation 7 (3) – Compliance Certificate certifying maintaining physical & electronic transfer facility

Within one 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 & electronic transfer facility either in house or RTA as applicable.

2 Regulation 13 (3) – Statement of Investor complaints.

Within Twenty one days from the end of each quarter.

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.

3 Regulation 27 (2) – Corporate Governance.

Within 15 days from quarter end.

The listed entity shall submit a quarterly compliance report on corporate governance within fifteen days from close of the quarter. Further it may be noted that it shall not apply, in respect of – (a) 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 six months from the date on which the provisions became applicable to the listed entity. (b) the listed entity which has listed its specified securities on the SME Exchange.

4 Regulation 31 – Shareholding Pattern.

Within 21 days from quarter end.

(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 –

• 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;
• 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.

5 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 forty-five 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 sixty 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 regulations , 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”

6 Regulation 34 –Annual Report

Within twenty one 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 five hundred 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 disclosed 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

7 Regulation 40 (9) – Certificate from Practicing Company Secretary.

Within one 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 thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

8 Reconciliation of Share Capital Audit. (SEBI- DP Reg.55A)

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.

Other Compliance Requirements under SEBI Listing Regulations 2015. (LODR)

9 Regulation 7 – Appointment of New Share Transfer Agent.
In case of any change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent and the listed entity, in the manner as specified by the Board from time to time. The listed entity shall intimate such appointment, to the stock exchange(s) within seven days of entering into the agreement.

10 Regulation 14 – Listing Fees & Other charges.

The listed entity shall pay all such fees or charges, as applicable, to the recognised Stock Exchange(s), in the manner specified by the Board or the recognised Stock Exchange(s).

11 Regulation 29 – Notice for Board Meeting to consider the prescribed matters.

The Company shall give an advance notice of at least 5 days for Financial Result as per regulation 29 1 (a) & in case of other matters as stated in regulation 29 1 (b) to (f) – 2 Working days in advance (Excluding the date of the intimation and date of the meeting) to Stock Exchange. The Company shall give an advance notice of 11 working days in case matter related to alteration in i) Securities ;ii) date of interest or redemption of Debenture/bond as per regulation 29(3) (a) ,(b).

12 Regulation 30 – Disclosure of Price-Sensitive Information.

The Company has to intimate to the Stock Exchange about the material events which will have a bearing on the performance / operations of the company as well as price sensitive information both at the time of occurrence of the event and subsequently after the cessation of the event. The listed entity shall first 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.

13 Regulation 30 – Outcome of Board Meeting (Schedule III Part A- (4).

The listed entity shall disclose the information to the Exchange(s), within 30 minutes of the closure of the meeting.

14 Regulation 42 – Notice for Record Date \ Corporate Action.

The Company must ensure that there is a gap of at least 30 days between 2 book closure and/or record date. The Company shall give an advance notice of at least 7 working days (Excluding the date of the intimation and record date/book closure start date) to the Stock Exchange for corporate actions (Book closure/Record date) fixed for the purpose of corporate benefits like mergers, de-mergers, split , bonus, dividend, rights etc. The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.

15 Regulation 43 – Declaration of Dividend.

The Company has to declare and disclose the dividend on per share basis only.

16 Regulation 43 A – Dividend Distribution Policy.

The top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites.

The dividend distribution policy shall include the following parameters:

(a) The circumstances under which the shareholders of the listed entities may or may not expect dividend;

(b) The financial parameters that shall be considered while declaring dividend;

(c) Internal and external factors that shall be considered for declaration of dividend;

(d) Policy as to how the retained earnings shall be utilized; and

(e) Parameters that shall be adopted with regard to various classes of shares:

Provided that if the listed entity proposes to declare dividend on the basis of parameters in addition to clauses (a) to (e) or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes along with the rationale for the same in its annual report and on its website.

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.

17 Regulation 44 – Voting Result.

The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.

18 Regulation 46 – Company Website.

The listed entity shall maintain a functional website containing the basic information about the listed entity. The listed entity shall disseminate the information as stated in Regulation 46 (2). The listed entity shall ensure that the contents of the website are correct & 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.

19 Regulation 30(1) and 30(2) – SEBI Takeover Regulations 2011.

30(1) Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.

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 of the thirty-first day of March, in such target company in such form as may be specified.

The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working days from the end of each financial year to;

• • every stock exchange where the shares of the target company are listed; and
  • the target company at its registered office.

20 Regulation 7(2) –SEBI (Prohibition of Insider Trading) Regulations, 2015.

7 (2) Continual Disclosures :

(a). Every promoter, employee 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;

(b). Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.
(Transaction type include buy/sales/pledge/revoke/Invoke)

Note:

Pursuant Regulation 10 of the Listing Regulations about the listed entity shall file the reports, statements, documents, filings and any other information with the recognised stock exchange(s) on the electronic platform as specified by the Board or the recognised stock exchange(s). Accordingly as per BSE Circular No. DCS/COMP/20/2015-16 dated November 30, 2015 it is mandatory for filing of various information with the exchange in electronic mode through online web portal (http://listing.bseindia.com) , Effective from December 1, 2015, those filings that are not filed with the Exchange through the Listing Centre are liable to be considered as non-submission and consequent non-compliance with the Regulations. Compliance filing for entities other than those listed on the Exchange may be done through Email to the designated ID ie. [email protected].

Disclaimer

Compliance Calendar is applicable to companies whose equity shares are listed on the Exchange. The compliance requirements shown above are indicative only. Companies are requested to refer to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for detailed compliances.

(Republished with amendments)