Companies registered in India having their securities listed on any recognized exchange comes under the regulatory purview of Securities Exchanges and Board of India popularly known as SEBI.
SEBI is apex body of Government that regulates the securities and commodity market in India. In wake of various scams SEBI has stringent its provisions and regulations to safeguard the interest of stakeholders who had put their hard-earned money in securities.
Every listed companies must made compliances as per the applicability of various regulation and guidelines issued by SEBI time to time. One of the general regulations which is often applicable on every listed Company are Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Securities and Exchange Board of India (Depositories and Participants) Regulations, 2015.
In this article we will summaries the compliances required to be made on quarter, half year and annual basis by listed entities.
Quarterly Compliances under SEBI (LODR) Regulations 2015
| S. No | Regulation | Particular | Time Limit |
| 1 | Regulation 13 (3) | Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter |
| 2 | Regulation 27 (2) | Corporate Governance Report | Within 15 days from the end of the quarter |
| 3 | Regulation 31 (1) (b) | Shareholding Pattern | Within 21 days from the end of the quarter |
| 4 | Regulation 33 (3) (a) | Financial Results alongwith Limited review report/Auditor’s report | Within 45 days from the end of first 3 quarter.
For 4th quarter within 60 days from end of quarter |
Quarterly Compliances under SEBI (DP) Regulations 2015
| S. No | Regulation | Particular | Time Limit |
| 1 | Regulation 74(5) | Certificate regarding demat of securities | Within 30 days from the end of the quarter |
| 2 | Regulation 76 | Reconciliation of share capital audit report | Within 30 days from the end of the quarter |
Half yearly Compliances under SEBI (LODR) Regulations 2015
| S. No | Regulation | Particular | Time Limit |
| 1 | Regulation 7 (3) | Certificate on Share Transfer Agent | Within 1 month from the end each half of the financial year |
| 2 | Regulation 40(9) | Transfer or transmission or transposition of securities | Within 1 month from the end each half of the financial year |
Annual Compliances under SEBI (LODR) Regulations 2015
| S. No | Regulation | Particular | Time Limit |
| 1 | Regulation 14 | Fees and other charges to be paid to the recognized stock exchange(s) | Within one month of end of March 31 |
| 2 | Regulation 24(A) | Secretarial Compliance Report | within 60 days of the end of the financial year |
| 3 | Regulation 33 (3) (d) | Financial Results alongwith Auditor’s Report | Within 60 days from the end of the financial year |
| 4 | Regulation 34(1) & 36(2) | Annual Report | Not later than the day of commencement of dispatch to its shareholders and not less than 21 days before the annual general meeting |
Other Event based Compliance under SEBI Listing Regulations 2015.
| S. No | Regulation | Particular | Time Limit |
| 1. | Regulation 7(5) | Intimation of appointment of Share Transfer Agent | Within 7 days of Agreement with RTA |
| 2. | Regulation 28(1) | In-principle approval of recognized stock exchange(s) | Before issuing securities |
| 3. | Regulation 29 (2) (a) | Prior intimation of Board meeting for Financial Results | Atleast five days in advance (excluding the date of the intimation and date of the meeting) |
| 4. | Regulation 29 (2) (b) to (f) | Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting etc | Atleast two working days in advance, excluding the date of the intimation and date of the meeting |
| 5. | Regulation 29(3) | Prior intimation ofBoard Meeting for alteration in nature of securities etc. | Atleast eleven working days in advance |
| 6. | Regulation 30 (6) | Disclosure of events or information as specified in Part A of Schedule III | As soon as reasonably possible and not later than twenty four hours from the occurrence of event or information |
| 7. | Regulation 30 (6) | Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III | Within thirty minutes of the conclusion of the board meeting |
| 8. | Regulation 31(1)(a) | Shareholding Pattern prior to listing of securities | One day prior to listing of securities |
| 9. | Regulation 31(1)(c) | Shareholding Pattern in case of capital restructuring | Within 10 days of any change in capital +/- 2% |
| 10. | Regulation 37(2) | Draft Scheme of arrangement | Obtain observation letter or No-objection letter from the stock exchange(s) before filing the scheme with any court or tribunal |
| 11. | Regulation 39(3) | Loss of share certificates and and issue of the duplicate certificates | Within two days of getting information |
| 12. | Regulation 44(3) | Voting Results | Within 48 hours of conclusion of General Meeting |
| 13. | Regulation 45(3) | Change in name | Prior approval from Stock Exchange before filing application with Registrar of Companies |
| 14. | Regulation 46 | The listed entity shall maintain a functional website containing the basic information about the listed entity | Updated always |
All these compliances are to be strictly adhered by the Companies, as non compliances leads to heavy penalty. SEBI vide its circular dated SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 3, 2018 issued circular on Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities.
Thereafter, SEBI had issued another Circular bearing reference number SEBI/HO/CFD/CIR/P/2016/116 dated October 26, 2016 advising the manner of freezing of holdings of the promoter and promoter group of a listed entity that failed to pay fines levied by the stock exchange(s). Some of the actions for non-compliance is given below to understand the severity of non-compliance.
| S.No | Regulation | Fine payable and/or other action to be taken for non-compliance in respect of listed entity |
| 1 | Regulation 13(1)/13(3) | Rs. 1,000 per day |
| 2 | Regulation 27(2) | Rs. 2,000 per day |
| 3 | Regulation 29(2)/29(3) | Rs. 10,000 per instance of non-compliance per item |
The amount of fine realized as per the above structure shall be credited to the “Investor Protection Fund” of the concerned recognized stock exchange.
Source: SEBI/BSE/NSE
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