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Compliances to be done by the Companies as per the SEBI Regulations, 2015

CS Tanveer Singh Saluja 
on 30 March 2020

LinkedIn


    

SR. NO.

REGULATION

PARTICULARS

DUE DATE

1

7(3)

Submission of Compliance Certificate to the SE duly signed by the Compliance Officer and authorised representative of the share transfer agent, certifying compliance with the requirements of Regulation 7(2).

Regulation 7(2) - The listed entity shall ensure that all activities in relation to share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.

Within 1 month of each half year.

2

13(3)

Submission of a statement giving the number of investor complaints pending at the beginning of the quarter, received during the quarter, disposed of and remaining unresolved at the end of the quarter.

The statement as specified shall be placed, on quarterly basis, before the board of directors of the listed entity.

Within 21 days from the end of each quarter.

3

27(2)

Submission of a quarterly compliance report on corporate governance which is to be signed either by the compliance officer or the chief executive officer of the listed entity.

It shall not apply to the following-

a. Entity having 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

b. The listed entity which has listed its specified securities on the SME Exchange.

Within 15 days from the end of each quarter.

4

31

Submission of a statement by the entity to the SE showing holding of securities and shareholding pattern separately for each class of securities.

All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all stock exchanges having nationwide trading terminals where the specified securities of the entity are listed, in accordance with the formats specified by the Board.

a. 1 day prior to listing of securities on the SE.

b. Within 21 days from the end of each quarter.

c. Within 10 days of any capital restructuring of the listed entity resulting in a change exceeding 2% of the PUC.

In case of entities which have listed their securities in a recognised SME exchange the above statement shall be submitted within 21 days from the end of each half year.

5

33

(refer the full Regulation while working over it)

a. Submission of quarterly and year-to-date standalone financial results to the SE along with Limited Review Report or Audit Report as applicable.

b. Submission of Annual Audited Standalone Financial results for the FY along with the audit report and either with Statement on Impact of Audit Qualifications (applicable for audit report with modified opinion) or declaration (applicable for audit reports with unmodified opinion).

Provided if the entity has a subsidiary then it has to submit quarterly and year-to-date standalone financial results and annual audited consolidated financial results and other documents as mentioned above.

The listed entity shall also submit the audited or limited reviewed financial results in respect of the last quarter along-with the results for the entire financial year, with a note stating 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 up to the third quarter of the current financial year.

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".

a. Within 45 days of end of each quarter; other than last quarter.

b. Within 60 days from the end of the FY.

6

34

a. The entities shall submit to the SE and publish on its website a copy of the annual report sent to the shareholders along with the notice of the AGM.

b. In the event of any changes to the annual report the revised copy along with the details of and the explanation for the changes shall be sent.

In case of top 500 listed entities based on market capitalization (calculated as on 31st March of every F.Y.), Business responsibility report is required to be included in the Annual Report as per the 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 the Business responsibility report on a voluntary basis.

Further as per Regulation 43A the top 500 listed entities based on market capitalization 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 500 listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their website.

a. Not later than the day of commencement of dispatch to its shareholders.

b. Not later than 48 hours after the AGM.

7

40(9)

The 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 PCS certifying that all certificates have been issued within 30 days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies.

Within 1 month of the end of each half year.

The listed entity shall ensure that the certificate is filed with the SE simultaneously.

8

32

The listed entity shall submit to the stock exchange the following statement(s) on a quarterly basis for public issue, rights issue, preferential issue-

a. Indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable;

b. Indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds.

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".

The statement(s) shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.

Where an entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized.

9

69

Filing with the SE the Indian Depository Receipt holding pattern in the format specified by the Board.

Within 15 days of the end of each quarter.

10

87C

a. An issuer whose security receipts are listed on a SE shall ensure that:

i. The listed security receipts are valued at the end of each quarter i.e. as on March 31, June 30, September 30 and December 31 of every year;

ii. Valuation is conducted by an independent valuer;

iii. The NAV is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company.

b. The issuer shall also obtain credit rating of security receipts and declare the NAV.

Provided that in those two quarters in a year, where both external valuation and credit rating are required, issuer shall disclose lower of the two calculated Net Asset Value.

a. Within 15 days of the end of each quarter.

b. Credit rating is to be obtained at half yearly intervals.

11

23(9)

Submission of disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the SEs and publish the same on its website

Within 30 days from the date of publication of its standalone and consolidated financial results for the half year.

12

52

(refer the full Regulation while working over it)

Submission of financial results to the SE on half yearly basis.

Un-audited financial results shall be accompanied by limited review report prepared by the statutory auditors of the listed entity or in case of public sector undertakings, by any PCA, in the format as specified by the Board.

Provided that if the listed entity intimates in advance to the stock exchange that it shall submit to the stock exchange its annual audited results within 60 days from the end of the financial year, un-audited financial results for the last half year accompanied by limited review report by the auditors need not be submitted to stock exchange(s).

Within 45 days from the end of the half year.

13

56

The listed entity shall forward the following to the debenture trustee promptly:

A half-yearly certificate regarding maintenance of hundred percent asset cover in respect of listed non-convertible debt securities, by either a practicing company secretary or a practicing chartered accountant, along with the half yearly financial results.

Provided that submission of such half yearly certificates is not applicable in cases where a listed entity is a bank or non-banking financial companies registered with Reserve Bank of India or where bonds are secured by a Government guarantee.

Promptly to the debenture trustee.

14

90(1)

Mutual Fund Units

The listed entity shall intimate to the recognised stock exchange(s) the information relating to daily Net Asset Value, monthly portfolio, half yearly portfolio of those schemes whose units

are listed on the recognised stock exchange(s) in the format as specified under Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and directions issued there under.

15

27(1)

Discretionary requirement

The listed entity may, at its discretion, comply with requirements as specified in Part E of Schedule II: A half-yearly declaration of financial performance including summary of the significant events in last six-months, may be sent to each household of shareholders.

16

36(2)

The entity shall send Annual report to the holder of securities.

Not less than 21 days before the AGM.

17

57(2)

The listed entity shall provide an undertaking to the stock exchange(s) on annual basis stating that all documents and intimations required to be submitted to Debenture Trustees in terms of Trust Deed and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 have been complied with.

18

29

Prior Intimation to the SE about the board meeting (excluding the date of the intimation and date of the meeting).

a. At least 5 days in advance for the matter specified in 29(1) (a).

b. At least 2 days in advance for the matters specified in clauses (b) to (f) of Regulation 29(1).

c. At least 11 days in advance for the matters specified in

clauses (a) and (b) of Regulation 29(3).

Compliances to be done by the Companies as per the SEBI Regulations, 2015

SEBI (Depositories and Participants) Regulations, 1996

    

1

55A

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.

Within 30 days from the end of each quarter.

 
 

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