The best compliance reads are not about compliance

CS PRIYANKA BEHL (COMPANY SECRETARY& COMPLIANCE OFFICER)   (39 Points)

21 December 2016  

The Best Compliance Reads Are Not About Compliance

 

COMMON OBLIGATIONS OF LISTED ENTITY

  1.  GENERAL OBLIGATIONS OF COMPLIANCES

 

This listed entity shall ensure that Key Managerial personnel, directors, promoters or any other person dealing with the listed entity, complies with responsibility or obligations, if any obligations, if any, assigned to them under these regulations.

 

  1.  COMPLIANCE OFFICER AND ITS OBLIGATIONS

 

According Regulation 6 ofSEBI LODR, 2015

 

A listed entity shall appoint a qualified company secretary as the compliance Officer.

 

The compliance officer of the listed entity shall be responsible for -

(a) ensuring conformity with the regulatory provisions applicable to the listed entity in letter and spirit.

 

(b) Co-ordination with and reporting to the Board, recognised stock

exchange(s) and depositories with respect to compliance with rules,

regulations and other directives of these authorities in manner as

specified from time to time.

 

(c) ensuring that the correct procedures have been followed that would result in the correctness, authenticity and comprehensiveness of the information, statements and reports filed by the listed entity under these regulations.

 

(d) monitoring email address of grievance redressal division as designated by the listed entity for the purpose of registering complaints by investors:

 

Provided that the requirements of this regulation shall not be applicable in the case of units issued by mutual funds which are listed on recognised stock but shall be governed by the provisions of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

 

 

Compliances which listed entity has to be done on Quarterly basis:-

 

  1. Regulation 7 (3)  Compliance Certificate by Share Transfer  Agent

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.

  1. Regulation 13 (3) - Statement of Investor complaints.

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.

  1. Regulation 27 (2) - Corporate Governance.


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.

 

(DONE IN XBRL MODE)

 

  1. Regulation 31 - Shareholding Pattern.

(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.

 

 

(DONE IN XBRL MODE)

 

 

  1. 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) (1) the listed entity shall give prior intimation to stock exchange about the meeting of the board of directors in which any of the following proposals is due to be considered:

(a) financial results viz. quarterly, half yearly, or annual, as the case may be;

 

& in case of other matters as stated in regulation 29 1 (b) to (f)

 

 (b) proposal for buyback of securities;

 

(c) proposal for voluntary delisting by the listed entity from the stock exchange(s);

 

(d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price:

 

Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance.

 

(e) declaration/recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend.

 

(f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers

 

 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).

 

 

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.

 

  1. Regulation 33 - Financial Results.

 

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 regulation, 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.

 

 

  1. Reconciliation of Share Capital audit ( SEBI-DP Reg 55 A)


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.

 

 

 

 

 

 

 

 

 

Compliances which listed entity has to be done on Half Yearly basis:-

 

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

 

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.

 

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

 

  1. Regulation 34 –Annual Report

 

The listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in the annual general meeting as per the

Provisions of the Companies Act, 2013.


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.

 

 

 

 

 

 

  1. 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.

 

  1. 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.

   
  1. 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

 

Above mentioned all the compliances can be done through Listing Centre reference to circular :-  MANDATORY FILING OF COMPLIANCES / INFORMATION IN ELECTRONIC MODE.

 

Detail of Circular given below :-

 

This Circular is in continuation to our earlier Circular No. DCS/COMP/20/2015-16 dated November 30, 2015 that was issued pursuant to Regulation 10 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) which reads as follows :-

 

        10. (1) 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).

(2) The listed entity shall put in place infrastructure as required for compliance with sub-regulation (1).

 

As stated in the above referred Circular, BSE had provided the Listing Centre (https://listing.bseindia.com) as the “Electronic Platform” for filing all compliances and submissions to be made by the Listed Entities.

 

It may be noted that BSE has made available the ‘Listing Centre’, anonline web portal to all listed entities for filing their various compliances / submissions with the Exchange. ‘Listing Centre’ provides a single point resource for filing compliances /submissions and tracking past filings as well. It also provides an instant confirmation of the filings done by the Listed Entities.

 

Listed Entities are hereby informed that with effect from 21st March, 2016, submissions required to be filed in compliance to the below mentioned Regulations of the Listing Regulations shall be accepted only through the Listing Centre:-

 

1.      Compliance Certificate by Share Transfer Agent – Regulation 7(3)

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

3.      Corporate Governance – Regulation 27 (only in XBRL mode)

4.      Notice for Board Meeting – Regulation 29

5.      Outcome of Board Meeting – Regulation 30

6.      Shareholding Pattern – Regulation 31 (only in XBRL mode)

7.      Financial Results – Regulation 33

8.      Annual Report – Regulation 34

9.      Compliance Certificate – Regulation 40(9)

10. Notice for Record Date – Regulation 42

11. Voting Result – Regulation 44

12. Disclosures under SAST and PIT Regulations (Submissions by company)        

13. Reconciliation of Share Capital Audit Report – Regulation 55A (Depositories and Participants Regulations, 1996)

 

Compliances / Submission for the above mentioned regulations that are not filed through the Listing Centre, shall be considered as non-submission and non-compliance with the Regulations and would be subject to the attendant penal actions.

 

Compliances / Submission submitted through Fax, E-mail or Physical Mode i.e. through hand delivery/ Post / courier shall not be considered as submission to the Exchange. Listed Entities are urged not to file disclosures through these modes