Listing compliances

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CS Diwakar Jain (Querist)
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26 November 2015 Respected/ Dear All, I am likely to appoint in a listed Company as a Company Secretary however yet not got any exposure of listing compliances. In this regard I request to you all please provide a checklist for listing compliances and also guide about other due diligences along with important record which I must check/complete at the time of joining or initial stage of joining. Thanks in advance.

CS Diwakar Jain

CS Diwakar Jain (Querist)
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13 February 2016 kindly tell

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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02 August 2024 Congratulations on your upcoming role as a Company Secretary in a listed company! Ensuring compliance with listing regulations is critical for the smooth operation of a listed entity. Here’s a comprehensive checklist for listing compliances, along with guidance on due diligence and important records you should review:

### **1. **Checklist for Listing Compliances**

#### **Regulatory Compliance**

1. **SEBI (Listing Obligations and Disclosure Requirements) Regulations (LODR)**
- **Annual Filing:**
- Annual Report
- Corporate Governance Report
- **Quarterly Filings:**
- Financial Results
- Shareholding Pattern
- **Event-Based Filings:**
- Material Events or Information
- Shareholder Meeting Notices
- Changes in Director(s), Key Managerial Personnel (KMP), and Auditors

2. **Stock Exchange Compliance**
- **Periodic Reports:**
- Compliance Certificates (from Company Secretary)
- Investor Complaints Report
- **Disclosure of Related Party Transactions**
- **Announcement of Corporate Actions:**
- Dividends
- Rights Issues
- Bonus Shares

3. **Regulatory Filings**
- **Registrar of Companies (ROC) Filings:**
- Annual Return
- Financial Statements
- Any changes in share capital or directors

4. **Corporate Governance**
- **Board Composition:**
- Ensure compliance with the composition of the Board as per SEBI norms
- Maintain minutes of Board and Committee meetings
- **Committees:**
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders’ Relationship Committee

5. **Shareholder Communication**
- **AGM and EGM Notices:**
- Ensure timely dispatch
- Maintain records of voting and resolutions
- **Investor Grievances:**
- Ensure redressal of investor complaints

6. **Compliance with Companies Act, 2013**
- **Documentation:**
- Maintain registers (shareholders, directors, etc.)
- Ensure proper filing of forms and documents

### **2. **Due Diligence and Initial Stage Checklist**

#### **Documents and Records**

1. **Review Existing Compliance Records:**
- Historical compliance reports
- Previous correspondence with regulators and exchanges
- Compliance with corporate governance norms

2. **Verify Company Structure and Records:**
- Memorandum and Articles of Association (MoA and AoA)
- Shareholders and Directors Register
- KYC of Directors and Key Managerial Personnel

3. **Financial Records:**
- Review financial statements for the last few years
- Audit reports
- Board resolutions related to financial matters

4. **Compliance Check:**
- Review of all past regulatory filings and deadlines
- Check for any pending compliance issues or penalties
- Ensure all requisite approvals and disclosures are in place

5. **Contracts and Agreements:**
- Review key contracts and agreements (e.g., with auditors, consultants)
- Review any pending litigations or disputes

6. **Policies and Procedures:**
- Corporate governance policies
- Whistleblower policy
- Code of conduct and ethics

#### **Operational Aspects**

1. **Communication with Regulators:**
- Establish communication channels with SEBI and stock exchanges
- Understand the process for reporting and compliance

2. **Internal Processes:**
- Familiarize yourself with internal controls and compliance procedures
- Review the process for preparing and filing periodic reports

3. **Training and Development:**
- Attend relevant training programs on listing regulations and corporate governance
- Keep updated with changes in regulations and compliance requirements

### **3. **Important Records to Check/Complete**

1. **Certificate of Compliance:**
- Ensure that the Company Secretary issues a certificate of compliance with listing regulations.

2. **Minutes of Meetings:**
- Ensure all minutes of Board and Committee meetings are properly recorded and signed.

3. **Annual Reports:**
- Verify that the annual report complies with SEBI requirements and is distributed to shareholders.

4. **Shareholding Patterns:**
- Maintain and verify shareholding patterns regularly.

5. **Investor Communication:**
- Ensure proper documentation and communication with investors and shareholders.

### **4. **Further Guidance**

- **Legal and Regulatory Updates:** Regularly monitor updates from SEBI and stock exchanges to stay informed of any changes in regulations.
- **Internal Audits:** Conduct or review internal audits to ensure compliance with listing norms and corporate governance.

This checklist should help you get started with the critical responsibilities of a Company Secretary in a listed company. Make sure to continuously stay updated with regulatory changes and maintain a rigorous compliance culture within the organization.

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