Compliances under SEBI Listing Regulations (LODR)
The Companies which are listed on stock exchanges has to mandatorily comply with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2018 or SEBI (LODR). These regulations pave a way for aligning with some of the best practices followed globally and bring in a focus on corporate governance by way of better structure, more rigorous checks and balances and greater independence of all key gate-keepers including boards and auditors. The non-compliance of the same can get the respective stock exchange levy penalty on the Company on per day basis.
In this article, we shall discuss about the quarterly/half yearly/annual and general compliances under SEBI Listing Regulations (LODR):
- Annual Compliances of Listed Companies
|
S. No. |
Regulations |
Timeline |
Brief Particulars |
|
1. |
34 |
Within 21 working days of it being approved and adopted. |
Submission of Annual Report |
|
2. |
44 |
Within 48 hours of conclusion of general meeting |
Submission of voting results |
|
3. |
24A |
Within 60 days of end of financial year |
Submission of Annual Secretarial Compliance Report w.r.t. compliances of SEBI Regulations, deviations and actions taken thereof. |
- Half Yearly Compliances of Listed Companies
|
S. No. |
Regulations |
Timeline |
Brief Particulars |
|
1. |
7(3) |
Within one month of end of each half financial year |
Submission of compliance certificate signed by the share transfer agent and compliance officer |
|
2. |
40(9) |
Within one month of end of each half financial year |
Submission of certificate from practicing company secretary |
- Quarterly Compliances of Listed Companies
|
S. No. |
Regulations |
Timeline |
Brief Particulars |
|
1. |
13(3) |
Within 21 days of end of each quarter |
Submission of statement giving number of investor complaints at the beginning, received, disposed off and remaining unsolved during the quarter. |
|
2. |
31 |
Within 21 days of end of each quarter |
Submission of shareholding pattern |
|
3. |
33 |
Within 45 days of end of each quarter |
Submission of unaudited quarterly results along with limited review report or where audited financials are being submitted, the same has to be submitted within 60 days of close of financial year. |
|
4. |
27(2) |
Within 15 days of end of each quarter |
Submission of corporate governance report Note: Applicable only to listed Companies whose paid up equity and net worth exceeds ten crores and twenty five crores respectively. |
|
5. |
55A of reconciliation of share capital audit report |
Within 30 days of end of each quarter |
Submission of report for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital. |
- General Compliances of Listed Companies
|
S. No. |
Regulations |
Brief Particulars |
|
1. |
6 |
Appointment of Company Secretary to ensure compliance and reporting |
|
2. |
7 |
Appointment of Share Transfer Agent (RTA) |
|
3. |
29 |
Giving prior intimation to exchange at least 2 working days in advance for following matters: · Buyback of securities; · Voluntary delisting; · Fund raising; · Declaration of bonus securities; · Declaration/recommendation of dividend, issue of convertible securities Provide that the prior intimation for approval of financial statements viz. quarterly, half yearly, or annual, as the case may be given at least 5 clear days in advance. |
|
4. |
30 |
Disclosure of price sensitive information specified within a specified time period |
|
5. |
44 |
Providing of e-voting facility to facilitate voting at every general meeting |
|
6. |
46 |
Maintain website and disseminate information. Further, the Company shall ensure that the information is updated within two working days. |
|
7. |
47 |
Publication in newspaper of following: · Notice of meeting where financial results shall be discussed; · Deviations to financial statements after review by audit committee, if any; · Notice given to shareholders; · Financial Results Provided that the financial results shall be published within 48 hours of conclusion of meeting. Note: The copy of newspaper publications shall also be submitted to the respective stock exchange. |
|
8. |
34(3) |
Every Listed Company shall annex to its annual report a certificate of non-disqualification of Directors signed by a Practicing Company Secretary. |