Under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR"), every listed companies are required to make periodic disclosures - quarterly, half-yearly, and annually to promote transparency and safeguard investor interests.
Applicability
The SEBI (LODR) Regulations, 2015 shall apply to a listed entity that has listed any of the following designated securities on recognized stock exchange(s):
- Secified securities listed on main board or SME Exchange or the Innovators Growth Platform
- Non-convertible securities
- Indian Depository Receipts
- Securitized Debt Instruments
- Security Receipts
- Units issued by Mutual Fund
- Any other security as specified by the Board
Now let us take a look at the compliances:
Closure of Trading Window
The closure of a trading window is a regulatory measure mandated by the SEBI (Prohibition of Insider Trading) Regulations, 2015 to prevent insider trading. It is a period when designated persons and their immediate relatives are prohibited from trading in a company's securities because they may have access to unpublished price-sensitive information (UPSI). This period is typically imposed around quarterly financial results and other significant events and remains closed until 48 hours after the information is made public.
- Timeline: On or before 2 working days from the closure of the quarter.
- Form of Filing: XBRL & PDF
- Where to be Filed: Stock Exchange where the Company shares are listed
- Period of Closure: From the End of a Quarter till 48 hours after the declaration of financial results
PAN Freezing of Directors, KMPs, & their Immediate Relatives & any other person having UPSI
It refers to the automated trading window closure for designated persons' immediate family members in listed companies to prevent insider trading.
SEBI’s quarterly compliance requirements play a crucial role in maintaining transparency, accountability, and good governance among listed companies in India. These compliances include timely disclosures of financial results, shareholding patterns, corporate governance reports, and other key filings that provide investors with up-to-date and reliable information. By mandating these regular submissions, SEBI ensures that companies operate in a fair and transparent manner, reducing information asymmetry and protecting investor interests. Overall, quarterly compliances form the backbone of regulatory oversight in the Indian capital markets, fostering trust and integrity in the financial ecosystem
- Timeline: On or before 2 working days from the closure of the quarter.
- Form of Filing: Online Web Form
- Where to be Filed: Through the Designated Depository Portal
- Period: From the End of a Financial Quarter till 48 hours after the declaration of financial results
Compliance Certificate by RTA
Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, requires companies to submit a confirmation certificate to depositories and stock exchanges on a quarterly basis. This certificate confirms that the company has correctly processed and confirmed the dematerialization of physical share certificates received from its depository participants and that securities comprised in the said certificates have been listed on the stock exchanges where the earlier issued securities are listed. It also confirms that the company has mutilated and cancelled the physical certificates after due verification and replaced the name of the depository in its register of members as the registered owner within the prescribed timelines.
- Timeline: Within 15 days from the end of the quarter.
- Form of Filing: PDF
- Where to be Filed: Stock Exchange where the Company shares are listed
Shareholding Pattern
Pursuant to Regulation 31b, every listed entity has to submit to the stock exchanges where its securities are listed a detailed statement showing the shareholding pattern for each class of its securities.
- Timeline: Within 21 days from the end of the quarter
- Form of Filing: XBRL
- Where to be Filed: Stock Exchange where the Company shares are listed
Integrated Filing - Governance (comprising Regulation 13(3): Statement on redressal of investor grievances and 27(2): Compliance Report on Corporate Governance and a few provisions of Regulation 30:
Compliances under ICGR
- Corporate Governance Report(‘CGR’)
- Investor Grievance Report(‘IGR’)
- Disclosure of acquisitions of shares or voting rights in unlisted Companies
- Disclosure of updates on tax litigations or disputes
- Disclosure of imposition of fine or penalty.
To facilitate compliance the Statement on redressal of investor grievances (receipt, redressal & pending) and Compliance Report on Corporate Governance has been combined and introduced as Integrated Filing.
- Timeline: Within 30 days from the end of the quarter.
- Form of Filing : XBRL
- Where to be Filed: Stock Exchange where the Company shares are listed
Integrated Filing - Financials
It comprises of –
a. Financial Results along with limited review report/ auditor’s report [Regulation 33(3)(a)]
b. Disclosure of Related Party Transaction [Regulation 28]
c. Statement of Deviation &Variation [Regulation 32]
d. Declaration regarding acceptance of Fixed Deposits by the Banks/NBFCs are at the terms uniformly applicable/offered to all shareholders/public
e. Declaration that the scheduled commercial bank, as per RBI circular RBI/DBR/2015-16/19 dated March 03, 2016, has allowed additional interest of one per cent per annum, over and above the rate of interest mentioned in the schedule of interest rates on savings or a term deposits of bank’s staff and their exclusive associations as well as on deposits of Chairman, Chairman & Managing Director, Executive Director or such other Executives appointed for a fixed tenure
f. Whether the Company is a High Value Debt Listed Entity
- Timeline: Within 45 days from the end of the quarter and within 60 days from the end of the last quarter.
- Form of Filing: XBRL and in PDF along with the Outcome of the Board Meeting
- Where to be Filed: Stock Exchange where the Company shares are listed
Reconciliation of Share Capital Audit Report
Pursuant to Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 every company is required to file a reconciled share audit report certified by a professional confirming that the securities held by shareholders in NSDL, CDSL & physical form tally with total admitted, issued and listed capital.
- Timeline: Within 30 days from the end of the quarter.
- Form of Filing: XBRL & PDF
- Where to be Filed: Stock Exchange where the Company shares are listed
Disclaimer: This article provides general information existing at the time of preparation and we take no responsibility to update it with subsequent changes in the law. The article is intended as a news update and Affluence Advisory neither assumes nor accepts any responsibility for any loss arising to any person acting or refraining from acting as a result of any material contained in this article. It is recommended that professional advice be taken based on specific facts and circumstances. This article does not substitute the need to refer to the original pronouncement.
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