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Compliances for Listed Company

RUTU SHAH 
Updated on 21 April 2021

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  • Clearly, running a business in the form of a Company is not something to be undertaken lightly.
  • Compliance is not only 'doing the right thing', or 'ticking a box' but it is the way of working and part of the business.

Remember, the cost of non-compliance is always more than the cost of compliance.

Compliances for Listed Company

Meaning of Listed Company

(52) 'listed company' means a company which has any of its securities listed on any recognized stock exchange;

Advantages of Listed Company

  • The Company can raise additional fund through the issue of more stock
  • Employee stock options can be offered to the employees of a listed company that leads to making the right track image in the market.
  • Listed companies get finance easily as compared to an unlisted company.
  • By listing the company's stock in the market, it gets the attention of mutual funds, hedge funds, institutional traders, and market makers.
  • By listing its shares on the stock exchange, the company increases its credibility with the public by making its brand image.

Statutory Provisions for Regulating Listed Companies

The following provisions govern these companies:

 

1) ANNUAL COMPLIANCES

S.No. REGULATIONS PARTICULARS TIMELINE
1. Regulation 24A Listed equity entity and its material subsidiaries incorporated in India shall
undertake secretarial audit. (in XBRL as well)
Within 60 days of end of financial year
2. Regulation 34 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.

The Business responsibility report shall be applicable to the top 1000 listed entities (by market capitalization), for reporting on a voluntary basis for Financial Year 2021 -22 and on a mandatory basis from Financial Year 2022–23.

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.

Not later than the day of commencement of dispatch to its shareholders and not less than 21 days before the annual general meeting
3. Regulation 44 Submission of Voting Results Within 48 hours of conclusion of General Meeting
4. SEBI LCB
Circular
Annual Disclosure on incremental borrowing by Large Corporate
Borrower
Within 45 days from end of FY
5. SEBI LCB
Circular
Initial Disclosure of classification as large
corporate borrower
30 days from end of FY
6. SEBI LCB
Circular
Annual Disclosure on incremental borrowing
by Large Corporate Borrower
45 days from end of FY

SAST Regulations

  • Annual Disclosure of shareholding under (Regulation 30)-Within 7 working day of end of F.Y.
  • Annual confirmation of encumbrance under SAST Regulations-Regulation 31(4)-Within 7 working day of end of F.Y.

GENERAL COMPLIANCES

S.No. REGULATIONS PARTICULARS TIMELINE
1. Regulation 7 Intimation of appointment of New Share Transfer Agent Within 7 days of entering into the agreement with RTA
2. Regulation 14 Listing fees & Others charges Within due dates in the manner specified by the Boards of SEBI
3. Regulation 29 Notice for Board Meeting to consider the prescribed matters Giving prior intimation at least 2 working days in advance for Buyback of securities, Voluntary delisting, Fundraising, Declaration of bonus securities, Declaration / recommendation of dividend, issue of convertible securities And in case approval of financial statements intimation may be given at least 5 clear days in advance
4. Regulation 30 Outcome of Board Meeting Within 30 minutes of closure of the meeting
5. Regulation 30

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.

 
6. Regulation 39(3) Loss of share certificates and issue of the duplicate share certificates Within 2 days of getting the information
7. Regulation 42 Notice for Record Date / Corporate Action In advance of at least seven working days (excluding the date of intimation and the record date) before the record date fixed, in case of specified corporate actions and at least five working days in case the listed entity recommend/declare all dividend and/or cash bonuses.
8. Regulation 44 The listed entity shall submit to the stock exchange,, details regarding the voting results in the format specified by the Board. Within forty eight hours of conclusion of its General Meeting
9. Regulation 46 Maintain Website of the company To be updated within 2 working days
10. Section 121 of the Companies Act, 2013 Report on AGM 30 days from AGM

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 percent 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.

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.

 

2) Half Yearly Compliance

S.No. REGULATIONS PARTICULARS TIMELINE
1. Regulation 7(3) 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, certifying maintaining physical & electronic transfer facility either in house or RTA as applicable. Within 1 month of end of each half of the financial year
2. Regulation 40 Certification from Practicing Company Secretary relating transfer or transmission or transposition of securities Within 1 month of end of each half of the financial year

3) Quarterly Compliance

S.No. REGULATIONS PARTICULARS TIMELINE
1. Regulation13(3) The listed entity shall file with the recognised stock exchange(s) on a quarterly basis, 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. Within 21 days from the end of each quarter
2. Regulation 27(2)(a) The listed entity shall submit a quarterly compliance report on corporate governance. 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 10 crore and net worth not exceeding rupees 25 crore, as on the last day of the previous financial year:
(b) the listed entity which has listed its specified securities on the SME Exchange.
Within 15 days from the end of each quarter
3. Regulation 31(1)(b) 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.

Provided that in case of listed entities that have listed their specified securities on SME Exchange, the above statements shall be submitted on a half-yearly basis within 21 days from the end of each half-year.

Within 21 days from the end of each quarter
4. Regulation 33(3)(a) The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange along with Limited Review Report or Audit Report as applicable.

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'

Within 45 days from quarter end and in case of Annual Financial Result, within 60 days from end of Financial Year
5. Regulation 74(5) of SEBI (DP) Regulations 2018 Compliance certificate on Demat/ Remat Within 15 days from the end of each quarter
6. Regulation 76 of SEBI (DP) Regulations, 2018 Reconciliation of Share Capital Audit Report Within 30 days from the end of each quarter
7. Schedule B of PIT
Regulations
Intimation of Trading
Window Closure
From the end of the closure of
quarter

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