Know more Compliances applicable on Listed Companies By CS Annu Sharma



Dear Professional Colleagues,

In my previous article I have shared with you only half yearly & quarterly compliances applicable on listed companies now moving ahead and let’s get some broad view of more compliance applicable on listed companies. Primarily I am giving a brief on Listed Company.
 
A "Listed Company" is the public limited company which has any of its securities duly listed on any recognized Stock Exchange. Hence, the annual and periodic compliances to be made by a listed company of India fall under both the Companies Act of 2013 and the SEBI (LODR) Regulations of 2015. Again, the listed companies compliances may also relate to other concerned legal Acts and Statutes mentioned below. This particular webpage offers exclusive information about the annual and periodic compliances for the listed company under companies act-2013, to helps all listed companies active in India.

In general, the periodic and annual compliances to be made by a listed public limited company located anywhere in India, are related to the following broad categories of particulars:

  • Compliances with the concerned ROC
  • Tax-related compliances with Tax Departments
  • Compliances related with Internal and External company Management and Governance
  • Compliances under the Listing Regulations 2015 of SEBI and Secretarial Standards I & II
  • Compliances under all concerned legal Acts and Statutes, such as the Labor and Employment Law, Corporate and Commercial Laws, the Pollution Control Act, etc.
The Annual Financial Reports now cover the following -

Balance Sheet and Statement of Profit & Loss Account; Cash Flow Statement (Excepting the Small Companies and OPC); and Consolidated Financial Statement. Every Listed Company is required to prepare its Financial Statement in Extensible Business Reporting system (XBRL).

COMPLIANCES FOR LISTED COMPANY UNDER COMPANIES ACT - 2013

The annual and periodic compliances by listed companies in India are the following in general, relating with the given particulars:

  • Form MBP- 1
  • Form DIR -8
  • Annual Return in Form MGT-7
  • Financial Statement in Form AOC-4
  • Adoption of Financials and Director Report in Form MGT-14
  • Certification of Annual Return in Form MGT-8
  • Report on AGM in Form MGT-15
  • Appointment of Secretarial Auditor MGT-14
  • Appointment of Cost Auditor CRA- 2
  • Appointment of Auditor in Form ADT-1
  • Appointment of a whole time Company Secretary in Form DIR:12
  • Appointments of Independent Director/Woman Director in Form DIR- 12
  • Directors' Report as per Section 134
  • Income Tax and GST related Compliances
  • CSR related Compliances
  • Compliances related with the SEBI (LODR) Regulations of 2015
  • Compliances related with the concerned regulatory laws and Statutes
And, specific Event-based Compliances

Various periodic compliances to be made by a listed public limited company under the SEBI (LODR) Regulations of 2015 relate mainly with the following -

Compliance Certificate as per Regulation 7(3) to Stock Exchanges in every six months; Statements related with Investors' Complaints for every quarter, as per Regulation 13(3); Compliance Reports on Corporate Governance for every quarter, as per Regulation 27(2); Reports on Shareholding Pattern as per Regulation 31, Biannually or Quarterly; Standalone Quarterly and Yearly Financial Results to the stock exchanges, as per Regulation 33; Annual Reports to the stock exchange, as per Regulation 34; Share Transfer Certificates Biannually (Six monthly), as per Regulation 40(9); All Material Information (enumerated in the Schedule III of the SEBI's Listing Regulations of 2015) about the listed company to the stock exchange; and other reports and compliances stipulated in the Listing Regulations.

EVENT BASED COMPLIANCE
 

SR. NO

REGULATION REFERENCE

FREQUENCY

DATE BY

WHICH TO BE FILED

1.

7(5) – Intimation of appointment of Share Transfer Agent

Event based

Within 7 days of Agreement with RTA

2.

28(1) – In- principle approval

Event based

Prior   to issuance of Security

3.

29(1)(a) –Prior Intimations of Board Meeting for financial Result

Event based

At least 5 clear days in advance

4.

29(1)(b), 29(1) (c), 29(1)(d), 29(1) (e) and 29(1) (f) – Prior Intimations of Board Meeting for Buyback, voluntary delisting etc

Event based

At least 2 clear working days            in advance

5.

29(3) –Prior Intimations of Board Meeting for alteration in nature of securities

Event based

At least 11 clear working days in advance

6.

30(6) – Disclosure of Price Sensitive Information

Event based

Not later than twenty-four hours as per Part A of Schedule III

 

11.

37(2) – Draft Scheme of arrangement

Event based

Prior approval before filing with Court

12.

42(2) – Record date or Date of closure of transfer books

Event based

At least 7 clear working days in advance

13.

42(3) – Record date for declaring a dividend and / or cash bonus

Event based

At least 5 clear working days in advance

14.

44(3)-Voting results by

shareholders

Event based

Within 48 hours

15.

45(3) – Change in name of listed entity

Event based

Prior approval

 
TRANSITIONAL PROVISIONS
 

Intimation regarding the change in Statutory Auditor

Within 30 days

 

Intimation regarding the change in Regd. office

 

Within 30 days in form 18

 

Intimation regarding alteration in capital

Within 30 days in form no. 5

Intimation regarding the change in company’s directors

 

Within 30 days in form 32

 

           
Lastly, it must also be noted that the provisions of the new Companies Act of 2013 dictate the listed companies and other public limited companies to file also a Secretarial Audit Report along with the Board Report in Form MR-3, if (a) Their individual total paid-up capital equals or exceeds Rs. 50 Crore; Or (b) Their respective annual turnover equals or crosses Rs. 250 Crore.
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