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)
Integrated Filing – Governance |
Statement of Grievance Redressal Mechanism | within 30 days of the end of the quarter as part of the Integrated Filing |
| 2 | Regulation 27 (2)
Integrated Filing – Governance |
Corporate Governance Report | Within 30 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 32 (1)
Integrated Filing – Financials
|
Statement of deviation(s) or
variation (s)
|
Within 45 days from the end
of the quarter |
| 5 | Regulation 33 (3) (a)
Integrated Filing – Financials |
Financial Results along with 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 2018
| S. No | Regulation | Particular | Time Limit |
| 1 | Regulation 74(5) | Certificate regarding demat of securities | Within 15 days from the end of the quarter |
| 2 | Regulation 76 (2) | 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 23 (9) | Disclosures of related
party transactions |
On the date of publication of standalone and consolidated financial results. The Disclosure of related party transactions shall be forming part of the Integrated Filing – Financials. |
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 26(3) | Annual affirmations for
compliance with the code of conduct |
At the 1st BM in every
Financial Year |
| 4 | Regulation 33 (3) (d) | Financial Results along with Auditor’s Report | Within 60 days from the end of the financial year |
| 5 | Regulation 34(1) | Annual Report sent to the shareholders | Not later than the day of commencement of dispatch to its shareholders |
| 6 | Regulation 44 (3)
|
Submission of Voting
Results to Stock Exchange
|
Within two working days of the conclusion of
the 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 (1) (a) | Prior intimation of Board meeting for Financial Results | At least two days in advance (excluding the date of the intimation and date of the meeting) | |
| 4. | Regulation 29 (1) (b) to (f) | Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting etc. | At least two working days in advance, excluding the date of the intimation and date of the meeting
|
|
| 5. | Regulation 29(1)(g) and (h)
|
Prior intimation of Board Meeting for alteration in nature of securities etc. | At least two working days in advance | |
| 6. | Regulation 30 (6)(i) | Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III | Within 30 minutes for critical financial decisions (like dividends, buybacks, or financial results). However, other non-financial items decided in a board meeting fall under the broader 12-hour/24-hour window depending on source alignment. | |
| 7. | Regulation 30 (6)(ii) | Disclosure of events or information as specified in Part A of Schedule III (internally) | Within 12 hours of the occurrence of the event. | |
| 8. | Regulation 30 (6)(iii) | Disclosure of events or information as specified in Part A of Schedule III (externally) | Within 24 hours of the occurrence of the event. | |
| 9. | Regulation 31(1)(a) | Shareholding Pattern prior to listing of securities | One day prior to listing of securities | |
| 10. | Regulation 31(1)(c) | Shareholding Pattern in case of capital restructuring | Within 10 days of any change in capital +/- 2% | |
| 11. | Regulation 44(3) | Submission of Voting Results | Within two working days of conclusion of General Meeting | |
| 12. | Regulation 45(3) | Change in name | Prior approval from Stock Exchange before filing application with Registrar of Companies | |
| 13. | Regulation 46 | The listed entity shall maintain a functional website containing the basic information about the listed entity | Updated always; material changes must be updated within 2 working days of the change. | |
All these compliances are required to be strictly adhered to by the Companies, as any non-compliance may attract substantial fines and regulatory actions.
Subsequently, SEBI, in order to provide a uniform structure for levying fines and taking action for non-compliance with continuous disclosure requirements under the SEBI LODR Regulations, issued Circular No. SEBI/HO/DDHS/DDHS/CIR/P/2020/231 dated November 13, 2020. Pursuant to subsequent amendments in the SEBI LODR Regulations, SEBI has issued the present circular in supersession of the aforesaid circulars/frameworks, prescribing a comprehensive and uniform mechanism for levy of fines and enforcement actions by recognized stock exchanges against issuers of listed Non-Convertible Securities and/or Commercial Papers.
The circular further provides for uniform action by stock exchanges, disclosure of enforcement actions on their websites, credit of fines to the Investor Protection Fund, continued accrual of fines until rectification of non-compliance, and other consequential enforcement measures. Some of the key actions for non-compliance are provided below to highlight the seriousness and regulatory implications of such defaults.
| 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 | |
| 4 | Reg. 31 | Rs. 2,000 per day | |
| 5 | Reg. 33 | Rs. 5,000 per day | |
| 6 | Reg. 34 | Rs. 2,000 per day | |
| 7 | Reg. 23(9) | Rs. 5,000 per day | |
| 8 | Reg. 24A | Rs. 2,000 per day | |
| 9 | Reg. 44(3) | Rs 10,000 per instance of non- compliance | |
| 10 | Reg. 46 | Rs. 10,000 per instance for every additional advisory/warning letter exceeding the four advisory/ warning letters in a financial year
|
|
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
SEBI Compliance for Listed Companies: Essential FAQs
- What are the key quarterly filings required by SEBI (LODR) Regulations?
Listed entities must adhere to several critical quarterly deadlines:
- Corporate Governance Report & Grievance Redressal: Must be submitted within 30 days from the end of the quarter.
- Shareholding Pattern: The shareholding pattern must both be filed within 21 days.
- Financial Results: Must be submitted with a limited review or auditor’s report within 45 days for the first three quarters and within 60 days for the fourth quarter.
- What quarterly certificates are required under SEBI (DP) Regulations?
Apart from LODR, companies must provide specific depository-related documents quarterly:
- Demat of Securities: A certificate regarding the dematerialization of securities is due within 15 days of the quarter’s end.
- Reconciliation of Share Capital: An audit report for the reconciliation of share capital must also be filed within 30 days.
- Which compliances are handled on a half-yearly and annual basis?
- Half-Yearly: Within one month from the end of each half-year, companies must file certificates regarding the Share Transfer Agent and details of the transfer, transmission, or transposition of securities.
- Annual: Key annual filings include the Secretarial Compliance Report (within 60 days) and the Annual Report, which must be sent to shareholders at least 21 days before the Annual General Meeting (AGM).
- What are the prior intimation requirements for Board Meetings?
Listed entities are legally obligated to notify stock exchanges before conducting Board Meetings for specific items:
- Financial Results: At least two days in advance.
- Buybacks, Dividends, or Fund Raising: At least two working days in advance.
- Alteration in Nature of Securities: At least two working days in advance.
- How quickly must a company disclose “Price Sensitive” events?
Under SEBI Regulation 30(6), disclosure timelines for material events depend on whether the information originates internally (12 hours) or externally (24 hours). Board meeting decisions require disclosure within 30 minutes if held during market hours, or within three hours if held after.
- What are the penalties for non-compliance with SEBI regulations?
Non-compliance can lead to severe financial penalties and administrative actions:
- Grievance Redressal (Reg 13): ₹1,000 per day of default.
- Corporate Governance (Reg 27): ₹2,000 per day of default.
- Board Meeting Intimation (Reg 29): ₹10,000 per instance of non-compliance.
- Extreme Measures: SEBI may advise the freezing of holdings for the promoter and promoter group if the entity fails to pay fines.
- What are the ongoing maintenance requirements for a listed entity?
A listed entity is required to maintain a functional website containing basic information about the company. This digital presence must be updated at all times to ensure transparency for investors and regulators.
