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SEBI Compliances and Regulations for Listed Companies

SEBI Compliances and Regulations for Listed Companies

Listed Companies benefit in terms of better opportunities to raise ample amounts of funds from various categories of investors. This facilitates rapid expansion and modernization of operations. However, as public interest and money are involved, the government through various rules and regulations mandates these companies to ensure compliances all-round the year in order to ensure transparency and accountability.

Here, in this guide, the SEBI compliances for the listed companies are divided into 3 categories based on timeline viz., quarterly, half-yearly and annual compliances. This is followed by the general compliances applicable.

Quarterly Compliances for Listed Companies

Sr. No.

Regulations

Details

Timeline

A.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1

Regulation 13(3)

The listed entity shall file a statement with the recognized stock exchange disclosing the number of complaints:

  • Pending at the beginning of the quarter
  • Received during the quarter
  • Disposed of/settled during the quarter
  • Remained unresolved/pending at the close of the quarter

Within 21 days after the expiry of each quarter

2

Regulation 27(2)(a)

Submit a Quarterly Compliance Report on Corporate Governance.

However, the following are exempted from this compliance:

  • Listed Entity with paid-up equity share capital not exceeding Rs. 10 crores and Net Worth not exceeding Rs. 25 crores as on the last day of the previous financial year.
  • Entities who have listed their specified securities in SME Exchange

Within 15 days after the expiry of each quarter

3

Regulation 31(1)(b)

Submit a statement to the stock exchanges showing the shareholding pattern and holding of securities for each class of securities.

Within 21 days after the expiry of each quarter.

 

[In case of entities having specified securities listed on SME Exchange, this statement shall be submitted half-yearly within 21 days of the expiry of each quarter]

4

Regulation 33(3)

Submit a quarterly and year-to-date SFS (Standalone Financial Statements) to the stock exchange along with a Limited Review Report or Audit Report, as the case may be.

 

For listed entities having subsidiary companies, an annual CFS (Consolidated Financial Statement) shall also be submitted along with an annual audited SFS and a Statement on impact of audit qualification (in case of modified audit opinion).

 

For an unmodified audit opinion report, the listed entity shall furnish a declaration to that effect to the respective recognized stock exchange.

Within 45 days after the expiry of the quarter.

 

Within 60 days after the expiry of the financial year in case of Annual Audited Financial Results.

B.

SEBI (Depositories and Participants) Regulations, 2018

1

Regulation 74(5)

Compliance Certificate for Demat / Remat

Within 15 days after the expiry of each quarter

2

Regulation 76

Reconciliation of Share Capital Audit Report

Within 30 days after the expiry of each quarter

Half-yearly Compliances for Listed Companies

Sr. No.

Regulations

Details

Timeline

A.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1

Regulation 7(3)

A compliance certificate, duly signed by the compliance officer and the authorized representative of the share transfer agent, certifying maintenance of physical and electronic transfer facility, whether maintained in-house or RTAs, as the case may be, shall be submitted to the stock exchange.

Within 1 month after the expiry of each half of the financial year

2

Regulation 40

Certification by a Practicing Company Secretary regarding transmission/transposition/transfer of securities.

Within 1 month after the expiry of each half of the financial year

Annual Compliances for Listed Companies

Sr. No.

Regulations

Details

Timeline

A.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1

Regulation 24A

Secretarial Audit for listed entities and their material subsidiaries.

Within 60 days after the expiry of the financial year

2

Regulation 34

Submit a copy of the annual report sent to the shareholders together with the notice of the annual general meeting. The submission shall be made to the stock exchange along with publication on the website.

In case of any changes in the annual report, submit a revised copy together with the details and explanations for the changes.

For annual report: Not later than the day when dispatch to the shareholders commenced.

For revised report: Not later than 48 hours after the AGM.

3

Regulation 43A

Top 1000 listed entities (in terms of market capitalization) shall frame a Dividend Distribution Policy.

Disclose in the website along with the inclusion of a web-link in the annual report.

4

Regulation 44

Submit Voting Results

Within 48 hours after the conclusion of General Meetings

5

SEBI LCB Circular

Incremental borrowings disclosure of Large Corporate Borrowers

Within 45 days after the expiry of the financial year.

6

SEBI LCB Circular

Initial Disclosure of being classified as the large corporate borrower

30 days after the expiry of the financial year.

General Compliances for Listed Companies

Sr. No.

Regulations

Details

Timeline

A.

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

1

Regulation 7

Intimating appointment of New Share Transfer Agent

Within 7 days after entering into an agreement with the RTA

2

Regulation 14

Listing fees and other charges

Within such dates as may be specified by the SEBI

3

Regulation 29

Notice of board meeting to be held to consider the specified matters

Prior Intimation of 2 days in advance for:

  • Voluntary delisting
  • Buyback of securities
  • Declaration of bonus securities
  • Fundraising
  • Issue of convertible securities
  • Declaration / recommendation of dividend

 

A prior intimation of 5 days in advance for:

  • Approval of financial statements

4

Regulation 30

Results/outcome of board meeting

Within 30 minutes after the closure of the meeting

5

Regulation 30

Intimate the stock exchange about material events having a bearing on the operations and performance of the company together with any price-sensitive information.

The entity shall disclose the information of all the events as specified in Schedule III – Part A to the stock exchanges as soon as possible but not later than 24 hours of the occurrence of the event or information.

 

For events specified in sub-para 4 of Part A of Schedule III, disclosure shall be made within 30 minutes after conclusion of the board meeting.

6

Regulation 39(3)

Loss of Share Certificates as well as issue of duplicate share certificates

Within 2 days after getting the information

7

Regulation 42

Notice for Record Date or Corporate Action

At least 7 working days in advance before the record date fixed in the case of specified corporate actions (Excluding the date of intimation and the record date).

 

At least 5 working days in advance in case of declaration or recommendation of dividends or cash bonuses.

8

Regulation 44

Submission of voting results as per the Board’s specified format to the stock exchange.

Within 48 hours after the conclusion of the General Meeting

9

Regulation 46

To maintain a website of the company

Update within 2 working days

B.

The Companies Act, 2013

1

Section 121

AGM Report

Within 30 days after the AGM

C.

SEBI Takeover Regulations 2011

1

Regulation 30(1)

Every person, together with the person acting in concert with him, holding shares or voting rights conferring upon him 25% or more voting power in the target company shall disclose the aggregate shareholding or voting right as of 31st March.

Within 7 working days after the expiry of the financial year.

2

Regulation 30(2)

The promoters of the target companies, together with the persons acting in concert with them, shall disclose their aggregate shareholding and voting rights.

Within 7 working days after the expiry of the financial year.

D.

SEBI (Prohibition of Insider Trading) Regulations, 2015

1

Regulation 7(2)(a)

Every promoter, director, and employee shall disclose the number of securities acquired or disposed of if the value of securities traded exceeds Rs. 10 lakhs or such other specified value, whether in a single transaction or multiple transactions over a period of any calendar quarter.

Within 2 trading days of such transaction.

2

Regulation 7(2)(b)

The company shall disclose the above information to the stock exchange where the securities are listed.

Within 2 trading days of receipt of disclosure or on receipt of such information.

E.

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

1

Regulation 30

Annual disclosure of shareholding

Within 7 working days after the expiry of the financial year

2

Regulation 31(4)

Annual confirmation of encumbrance

Within 7 working days after the expiry of the financial year

Bottom Line

SEBI, through various regulations and disclosure requirements, has safeguarded the interests of various stakeholders of the listed companies. While the compliances for listed companies are many, they are equally necessary to ensure transparency and accountability.

To ensure timely compliance for your listed entity, feel free to reach out to the ASC Group.
 

 

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