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Compliance of Listing Agreements - A Synopsis


Sumit Jaiswal 
posted on 10 November 2012


For preparing the ready reckoner, compliances have been divided into two categories i.e. Periodical compliances and Event based compliances.

 

[A] Periodical Compliances        

      

The periodical compliances are further divided into quarterly, half yearly and yearly compliances as under:-

 

[1] Quarterly Compliances – June, September, December, March Quarters

 

Clause 35

Shareholding Pattern within 21 days of the end of each Quarter.

Clause 41

Holding Board Meeting to approve Un-audited Quarterly Financial Results.

Clause 49

Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of the close of each quarter.

Reconciliation of Share Capital Audit

SEBI Circular No. CIR/MRD/DP/30/2010 dated September 06, 2010 requires submission of Quarterly Reconciliation of Share Capital Audit Report to Stock Exchanges where company’s shares are listed, from Practising Company Secretary / qualified Chartered Accountant within 30 days of the end of each quarter.

 

[2] Half Yearly Compliances – Half year ended 30th September & 31st March

 

Clause 47(c)

Half Yearly Certificate about transfer of shares from practicing Company Secretary within 1 month of end of each half year.

 

[3] Yearly Compliance

 

Clause 16

Advance notice to SE about closure of Transfer Book/ Record date of at least 7 working days (Excluding the date of the intimation and record date/ book closure start date)

Regulation 30(1) and 30(2) of SEBI (SAST) Regulations 2011

In terms of Regulation 30(1) and 30(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011, every listed company shall within 7 days from the financial year ending March 31, make yearly disclosure to SE giving details of persons holding more than 25% shares/voting rights.

Clause 31

Submit 6 Copies of Annual Report to SE as soon as they are issued.

 

Assumptions for Periodical Compliance Calendar

 

Board Meeting (BM) for the 1st Quarter from 1st April to 30th June

-

on 15th August

Board Meeting (BM) for the 2nd Quarter from 1st July to 30th September

-

on 15th November

Board Meeting (BM) for the 3rd Quarter from 1st Oct to 31st December

-

on 15th February

Board Meeting (BM) for the 4th Quarter from 1st Jan to 31st March

-

on 30th May

Annual General Meeting

-

on 30th September

 

Compliance Calendar

 

Sl. No.

Particulars of Compliance

Clause of LA

Due Date

1

Yearly disclosure by the Company regarding persons who hold more than 25% shares / voting rights and also holding of promoters or persons having control over the company as on financial year ending 31st March

Regulation 30(1) and 30(2) of SEBI(SAST)

7th April

2

Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 4th Quarter

49

15th April

3

File Shareholding Pattern in the prescribed format

35

21st April

4

Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 4th Quarter end

SEBI Circular dated Sept. 06, 2010

30th April

5

Payment of Annual Listing Fee

38

30th April

6

Submit Certificate obtained from Practising Company Secretary certifying that all certificates have been issued within one month of lodgement for transfer, sub-division etc. for the half year ended 31st March

47(c)

30th April

7

Notice to Stock Exchange (SE) for holding Board Meeting (BM) to approve Audited Financial Results (AFR), for the financial year ended on 31st March along with the AFR for the quarter ended 31st March. Give press release for the same. *

41

22nd May

8

Publication of Notice in 2 Newspapers (one English Language circulating in substantially whole of India and in one Regional Language newspaper of the State in which Registered Office of the Company is situated)

41

22nd May

9

To hold Board Meeting for approval of Audited Financial Results

41

30th May

10

Approved AFR to be submitted to SE within 15 minutes of conclusion of the BM

41

30th May

11

Publish approved AFR within 48 hours of BM

41

1st June

 

12

For 1st Quarter ended 30th June

Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 1st Quarter

 

49

 

15th July

13

File Shareholding Pattern in the prescribed format

35

21st  July

14

Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 1st Quarter

SEBI Circular dated Sept. 06, 2010

30th July

15

Notice to SE for holding BM to approve UAFR (Un-audited Financial Results) for the 1st Quarter

41

7th  August

16

Publication of Notice in 2 Newspapers

41

7th  August

17

To hold Board Meeting for approval of UAFR

41

15th August

18

Approved UAFR to be submitted to SE within 15 minutes of conclusion of the BM

41

15th August

19

Submit copy of Limited Review Report (LRR) by the Statutory Auditors for the 1st Quarter to be submitted to SE within 45 days of Quarter end

41

15th August

20

Publish approved UAFR within 48 hours of BM

41

16th August

 

21

For 2nd Quarter ended 30th Sept & AGM

6 Copies of Annual Report to SE **

 

31

 

7th Sept.

22

Supply copy of Annual Report to each Shareholder ***

32

7th Sept.

23

Notice of Closure of Transfer Book / Record date before 7 clear days from the date of Book Closure / Record Date ****

16

15th Sept.

24

Hold the Annual General Meeting

-

30th Sept.

25

Submit to SE details of the voting result of AGM within 48 hours of its conclusion

35A

1st Oct.

26

Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 2nd Quarter

49

15th Oct.

27

File Shareholding Pattern in the prescribed format

35

21st  Oct.

28

Submit Certificate obtained from Practising Company Secretary certifying that all certificates have been issued within one month of lodgement for transfer, sub-division etc. for the half year ended 30th Sept.

47(c)

30th Oct.

29

Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 2nd Quarter

SEBI Circular dated Sept. 06, 2010

30th Oct.

30

Notice to SE for holding BM to approve UAFR (Un-audited Financial Results) for the 2nd Quarter

41

7th Nov.

31

Publication of Notice in 2 Newspapers

41

7th Nov.

32

To hold Board Meeting for approval of UAFR

41

15th Nov.

33

Approved UAFR to be submitted to SE within 15 minutes of conclusion of the BM

41

15th Nov.

34

Submit copy of Limited Review Report (LRR) by the Statutory Auditors for the 2nd Quarter to be submitted to SE within 45 days of Quarter end

41

15th Nov.

35

Publish approved UAFR within 48 hours of BM held

41

16th Nov.

 

36

For 3rd Quarter ended 31st December

Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 3rd Quarter

 

49

 

15th Jan.

37

File Shareholding Pattern in the prescribed format

35

21st  Jan.

38

Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 3rd Quarter

SEBI Circular dated Sept. 06, 2010

30th Jan.

39

Notice to SE for holding BM to approve UAFR (Un-audited Financial Results) for the 3rd Quarter

41

7th Feb.

40

Publication of Notice in 2 Newspapers

41

7th Feb.

41

To hold Board Meeting for approval of UAFR

41

15th Feb.

42

Approved UAFR to be submitted to SE within 15 minutes of conclusion of the BM

41

15th Feb.

43

Submit copy of Limited Review Report (LRR) by the Statutory Auditors for the 3rd Quarter to be submitted to SE within 45 days of Quarter end

41

15th Feb.

44

Publish approved UAFR within 48 hours of BM

41

16th Feb.

 

* SEBI vide its circular dated 5th October, 2011 has amended Clause 41 of the listing Agreement asking Companies to supply submit audited financial results for the entire financial year, within sixty days of the end of the financial year. The company shall also submit the audited financial results in respect of the last quarter alongwith the results for the entire financial year, with a note that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year.

 

** There is no specific time limit prescribed in Clause 31 to forward copies of Annual Report as it simply says ‘forward promptly’. However, Section 171(1) of the Companies Act, 1956 requires that at least 21 days’ notice (exclusive of the day of service and the day of meeting) should be given to members to call a General Meeting (AGM/EGM). Hence 21 clear days period taken into consideration.

 

*** There is no specific time limit prescribed in Clause 32 to supply copies of Annual Report to each shareholder. However, section 219 of the Companies Act, 1956, provides that every company is required to send to its members, copies of Annual Report not less than 21 days before the date of meeting at which the same would be laid for adoption. Hence 21 clear days period taken into consideration.

 

Moreover, SEBI vide its circular dated 5th December, 2011 has amended Clause 32 of the listing Agreement asking Companies to supply (i) soft copies of full annual reports to all those shareholders who have registered their email addresses for the purpose; (ii) hard copy of abridged annual reports to others and (iii) hard copies of full annual reports to those shareholders, who request for the same.

 

**** It has been assumed that Book Closure date will commence from 23rd September.

 

[B] Event Based Compliances

 

Sl. No.

Clause No. of LA

Particulars of Compliance

Advance Notice / Intimation

1

19

Prior intimation to SE about BM having agenda of Buy back, Dividend, Right Issue etc.

2 Days

2

19

Simultaneous notice to SE in case the proposal for declaration of bonus is communicated to its Board of Directors as part of the agenda of BM

Simultaneous notice

3

20

Intimation by fax/e-mail details of Dividend, cash bonus, Buyback etc.

Within 15 minutes after conclusion of BM

4

22

Intimate by fax details of alteration in capital, increase in share capital, reissue of forfeited shares etc.

Within 15 minutes after conclusion of BM

5

24

File copy of Scheme / Petition proposed to be filed before any Court under section 391/394 & 101 of Companies Act, 1956

1 month before it is presented to the Court or Tribunal

6

29

Notify promptly SE about any proposed change in the general character or nature of its business

Notify promptly

7

30

Notify change in Board of directors, MD, Auditors etc.

Immediately after change

8

31

Copy of proceedings of AGM / EGM

As early as possible after AGM / EGM

9

33

File 6 copies of amended AOA & MOA

As soon as changes in MOA & AOA approved at the GM

10

36

Intimation of events / happenings having important bearings and which are likely to materially affect the financial performance of the Company and its stock prices like strikes, lock-outs, closure of units for any reason, disruption of operations due to natural calamity, litigation / dispute having material impact. Any price sensitive information like acquisition, merger, amalgamation, delisting, share forfeiture etc.

Immediately on occurrence and after cessation of such events

11

47

Submit copy of MOU executed with RTA

Within 48 hours of execution of MOU

12

53

Notify SE upon entering into agreements with media companies and/or their associates

Immediately upon entering such agreement.

 

Any comments/ feedback on this article is most welcome.

 

Happy Diwali to all!


Published in Corporate Law
Source : Inspired by Chartered Secretary, March 2008
Views : 9916
Other Articles by - Sumit Jaiswal






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