Compliance Requirement Under SEBI (Listing Obligations And Disclosure Requirements) (LODR) Regulations, 2015 by CS Rajesh Lachhwani


 

FILING MODE(s) :

 

·       For BSE                      : BSE LISTING CENTRE

·       For NSE                      : NEAPS Portal


Quarterly Compliances

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

1

 

Regulation 13 (3)

 

Statement of Investor complaints

 

Within 21 days from the quarter end.

 

 

2

 

Regulation 27 (2)

 

Corporate Governance Report

 

Within 15 days from quarter end.

 

 

3

Regulation 29

Notice for Board Meeting to consider the prescribed matters.

The Company shall give an advance notice of:

 

a) at least 5 days for Financial Result as per Regulation 29 1 (a)  (excluding the date of the intimation and date of the meeting)

 

 

b) in case matters as stated in regulation 29 1 (b) to (f) –

 2 Working days in advance(Excluding the date of the intimation and date of the meeting) to Stock Exchange.

 

c)  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).

 

 

4

 

Regulation 31

 

Shareholding Pattern

 

Within 21 days from quarter end

 

5

 

 

Regulation 32(1)

 

Statement of deviation(s) or variation(s).

 

( *for public issue, rights issue, preferential issue etc.)

 

 

 

Quarterly Basis

6

Regulation 33

Un Audited and Audited Financial Results

(FOR SME it is half yearly)

45 days of each quarter

60 days for last quarter

 

Regulation 23(9)

The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.

Disclosure Of Related Party Transactions Pursuant To Regulation 23(9) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 WITHIN

30 days from the date of publication of FR (for half year )

 

 

7

 

Regulation 69

 

Indian Depository Receipt holding pattern & Shareholding details.

within 15 days of end of the quarter

 

 

 
Half Yearly Compliances

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

1

Regulation 7(3)

Compliance Certificate certifying maintaining physical and electronic transfer facility 

Within one month of end of each half of the financial year

 

2

Regulation 33

(SME)

Un audited Financial Results within 45 days & Audited finance within 60 days

April to Sep : Nov 14

Oct to March: & Full year Audited:

May 30

3

Regulation  40(9)

Certificate from Practicing Company Secretary (PCS)

Within one month of end of each half of the financial year

 

4

Regulation  40(10)

Transfer or transmission or transposition of securities

Within one month of end of each half of the financial year

 

 
 
  • Annual Compliances

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

1

 

Regulation 14

Listing fees & other Charges 

Payment manner as specified by the Board of by Recognised Stock Exchange. 

 

 

2

 

Regulation 34(1)(a)

 

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;

Within one days from Dispatch to shareholder

 

2.1

Annual report in XBRL mode

16 may 2019

BSE CIRCULAR'

https://www.bseindia.com/corporates/Displaydata.aspx?Id=7a3c8414-03fa-4976-8579-db3f8fc8d2bc&Page=cir

Filings in respect of Annual Report has to be done by all listed entities in XBRL mode in addition to the currently used PDF mode mandatorily, for periods ending March 31, 2019.

Same time limit of Regulation 34

3

Regulation 34(1)(b)

in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.

Within 48 hours after AGM

4

Regulation 36

The listed entity shall send annual report referred to in to the holders of securities, not less than twenty-one days before the annual general meeting.

21 days Before AGM (in soft or hard copy)

5

Regulation 24A

Secretarial Audit

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019

60 DAYS: 30 MAY

6

SEBI CIRCULAR NOV 26, 2018

 

https://www.sebi.gov.in/legal/circulars/nov-2018/fund-raising-by-issuance-of-debt-securities-by-large-entities_41071.html

Initial Disclosure to be made by an entity identified as a Large Corporate.

Within 30 days  from the beginning of  the FY

 

APRIL 30

Annexure A

 

 

 

 

Annual Disclosure to be made by an entity  identified as a LC

 

To be submitted to the Stock Exchange(s) within 45 days of the end of the FY)

MAY 15

Applicable for FY2020and 2021

Annexure B1

 

MAY 15

Applicable from FY2022 onwards

Annexure B2

 

 
EVENT BASED COMPLIANCE
 

REGULATION

PARTICULARS

DUE DATE

Regulation 7 (5)

Intimation of appointment  / Change of Share Transfer Agent.

Within 7 days of Agreement with

RTA.

 

 

Regulation 17(2)

 

Meeting of Board of Directors

The board of directors shall meet at least 4 times a year, with a maximum time gap of 120 days between any two meetings.

 

 

Regulation 18(2)

 

 

Meeting of the audit committee

 

 

The audit committee shall meet at least 4 times in a year and not more than 120 days shall elapse between two meetings.

 

 

 

Regulation 30 

 

Outcome of Board Meeting (Schedule III Part A- (4)

 

 

within 30 minutes of the closure of the meeting

 

Regulation 30 (6) read with Para A of Part A of Schedule III (except sub para 4 of with Para A of Part A of Schedule III

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:

 

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for delay

 

Example :

Proceedings of Annual and extraordinary general meetings of the listed entity.

24 hours of Occurrence of event

SCHEDULE III

PARTA A

(SUB CLAUSE 7A)

In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor

24 hours of Occurrence of event

SCHEDULE III

PARTA A

(SUB CLAUSE 7B)

In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities

within 7 days from the date of resignation

Regulation 39(2)

The listed entity shall

issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within 30 days from the date of such lodgement.

 

Within 30 days from the date of such lodgement.

 

Regulation 39(3)

The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.

Within 2 days of its getting information

Regulation 42(2)

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 42(1) Record date)

7 working days (excluding the date of intimation and the record date)

Regulation 44(3)

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.

within 48 hours of conclusion of its General Meeting

Regulation 31

 

 

 

Holding of specified securities and shareholding pattern

 

Reg. 31(1)(a):1 day prior to listing of its securities on the stock exchange(s);

 

Reg. 31(1)(c):within 10 days of any capital restructuring of the listed entity resulting in a change exceeding 2 % of the total paid-up share capital.

 

Regulation 31A

Re-classification of status of a promoter/ person belonging to promoter group to public

 

an application for re-classification to the stock exchanges has been made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting:

 

Not later than 30 days of general Meeting

Regulation 40

Transfer or transmission or transposition of securities

 

After due verification of the documents, the Listed Company shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the date of such receipt of request for transfer:

 

Transmission  requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 days respectively, after receipt of the specified documents

within a period of 15 days from the date of such receipt of request for transfer:

Regulation 46

Company Website:.

Listed entity shall disseminate the information as stated in Regulation 46 (2)

 

Shall update any change in the content of its website within

2   working days from the date of such change in content.

2   working days from the date of such change in content.

 

Regulation 50(1)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

Intimation to stock exchange(s).

 

Listed Company shall give prior intimation at least 11 working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.

 

 

 

at least 11 working days

Regulation 50(3)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered.

at least 2 working days in advance, excluding the date of the intimation and date of the meeting

Regulation 52 (1) and (2)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

Financial Result

The listed entity shall prepare and submit un-audited or audited financial results on a half yearly basis in the format as specified by the Board within forty five days from the end of the half year to the recognised stock exchange(s)

Unaudited: 45 days from half end

Audited: 60 days of half end

Sumbit The Copy Of Fr To Debenture Trustees On Same Day After Submission To Stock Exchange

 

Regulation 52(5)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4),ie information submitted with Financial Results submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents.

7 working days of FR

Regulation 57

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

Other submissions to stock exchange(s).

 

Listed Company shall submit a certificate to the stock exchange within 2 days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securities.

 

within 2 days

Regulation 60(2)

(Debt OR Non-Convertible Redeemable Preference Shares Or Both)

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date. (Refer 60(1) Record date)

7 working days (excluding the date of intimation and the record date)

Regulation 78(2)

(Obligations of listed entity which has listed its indian depository receipts)

 

Record date

The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record date.

at least 4 working days

Regulation 82

(Obligations Of Listed Entity Which Has Listed Its Securitised Debt Instruments)

Intimation and filings with stock exchange(s).

 

Intention to issue new securitized debt instruments either through a public issue or on private placement basis :

 

Reg. 82(2) : Intimation of Meeting

at least  2 working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered

 

At least  2 working days in advance

Regulation 87(2)

(Obligations of listed entity which has listed its indian depository receipts)

 

Record date

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.

at least 7 working days(excluding the date of intimation and the record date)

Regulation 87B

(Obligations Of Listed Entity Which Has Listed Its Security Receipts)

 

The listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:

Provided that in case the disclosure is made after twenty four hours of occurrence of the event or information, the listed entity shall, along with such disclosures provide explanation for the delay

24 hours of Occurrence of event

Regulation 87E

(Obligations Of Listed Entity Which Has Listed Its Security Receipts)

Record date

The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date.

at least 7 working days (excluding the date of intimation and the record date)

Regulation 106J

Period of subscription and issue of allotment letter.

 

A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than 10 days.

 

less than 10 days.

 

Regulation 108

Application for Listing.

 

The issuer / the issuing company, shall, make an application for listing, within 20 days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time

within 20 days from the date of allotment

 
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

 

 

1

Schedule XIX - Para (2) of ICDR

Read with Reg 108 of SEBI LODR

“The issuer shall make an application for listing from the date of allotment, within such period as may

be specified by the Board from time to time, to

one or more recognized stock exchange(s)”.

In regard to above, it is specified that Issuer shall

make an application to the exchange/s for listing

in case of further issue of equity shares from the

date of allotment within 20 days (unless

otherwise specified).

Within 20 days from the date of allotment

2

Regulation 162

The tenure of the convertible securities of the issuer shall not exceed eighteen months from

the date of their allotment.

 

Within 18 monts from date of allotment

3

SEBI CIRCULAR

Aug 19, 2019

https://www.sebi.gov.in/legal/circulars/aug-2019/non-compliance-with-certain-provisions-of-sebi-issue-of-capital-and-disclosure-requirements-regulations-2018-icdr-regulations-_43941.html

Application  for trading approval to the stock exchange

Listed  entities  shall  make  an  application  for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.

Within 7 working days from grant of date of listing approval

4

Regulation 295(1)

Completion of Bonus Issue:

 

Within 15 days from the date of approval  of the issue by its board of directors – in

cases where shareholders’ approval for  capitalization  of  profits  or  reserves  for

making the bonus issue is not required

 

Within  2  months  from  the  date  of  the  meeting of its board of directors wherein

the  decision  to  announce  bonus  issue  was  taken  subject  to  shareholders’

approval  –  in  cases  where  issuer  is  required to seek shareholders’ approval for capitalization of profits or reserves for  making the bonus issue.

 

 

Within 15 days from Board Approval ( where shareholder approval is not required)

 

Within 2 months from Board Approval ( where shareholder approval is required)

 
 
SEBI (Depositories and Participants) Regulations, 2018
 

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

 

 

1

(SEBI  Regulation 76 of the SEBI (Depositories and Participants) Regulations, 1996.)

 

Reconciliation of Share Capital Audit.

 

Within 30 days from quarter end.

 
 
SEBI Takeover Regulations 2011
 

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

 

1

 

 

 

Regulation 30(1)

Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of  March, in such target company in such form as may be specified.

 

Disclosures shall be made within seven (7) working days from the end of each financial year to;

·       1) every stock exchange where the shares of the target company are listed; and

·       2) the target company at its registered office. 

 

 

 

 

 

2

 

 

 

 

 

Regulation 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

 

 

 

Disclosures shall be made within seven (7) working days from the end of each financial year to;

·       1) every stock exchange where the shares of the target company are listed; and

·       2) the target company at its registered office. 

 

3.

Regulation 31(1) read with Regulation 28(3) of Takeover Regulations

AUGUST 7, 2019 CIRCULAR

https://www.sebi.gov.in/legal/circulars/aug-2019/disclosure-of-reasons-for-encumbrance-by-promoter-of-listed-companies_43837.html

The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company,

within 2 (two) working days

 
SEBI (Prohibition of Insider Trading) Regulations, 2015

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

 

 

 

 

1

 

 

 

 

Regulation 7(2)

“Continual Disclosures”

 

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 (10,00,000/-) or such other value as may be specified;

 

 

 

 

Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information

 
 
SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)

 

Sl. No.

 

Regulation No.

 

Compliance Particular

 

Compliance Period

(Due Date)

 

 

 

 

 

 

1

Regulation 11 and 24(iv)

Extinguishment of equity shares in connection with Buyback

The  particulars  of  the security certificates  extinguished  and  destroyed shall be furnished by the company to the stock exchanges where the shares or  other  specified  securities  of  the  company  are  listed  within  seven  days  of extinguishment and destruction of the certificates

 

7  days  of extinguishment and destruction of the certificates

 

 

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