Friday, January 29, 2016

List of minimum periodic compliances to be done by a Listed Entity pursuant to the provisions of the Companies Act and SEBI Regulations


List of minimum periodic compliances to be done by a Listed Entity pursuant to the provisions of the Companies Act and SEBI Regulations.

Pursuant to the New SEBI Listing Regulations coming into effect replacing the Listing Agreement with Stock Exchanges, need was felt to revisit the framework of Periodic (Quarterly/ Six-monthly/ Yearly) Compliances that a Listed Entity having listed its ‘specified’ securities on the Stock Exchanges, has to submit. It is important to bear in mind that, now all filings to the Stock Exchanges are to be made vide the online platform made available by respective stock exchange, e.g. BSE Online of BSE Ltd. and NEAPS of National Stock Exchange of India Ltd.


. No.
Compliances / Filings
Quarter ended
Last Date
1
[Reg. 13(3) : Statement of Investor Complaints]
File with SEs Statement giving no. of Investor Complaints pending at the beginning of quarter, received & disposed of during quarter and remaining unresolved at the end of quarter.Also to place before Board.
31st March
21-April
30th June
21-July
30th September
21-October
31st December
21-January
2
[Reg. 27(2)(a) : Corporate Govn. Report]
File with SEs a Qtly Compliance Report on Corporate Governance (in format specified vide Circular No. CIR/CFD/CMD/5/2015 dt. 24.9.15) alongwith details of all material RPTs – signed by either Compliance officer or CEO.Also to place before Board & upload on website·      File Annex I – every quarter
·      File Annex II – end of FY (for whole FY)
·     File Annex III – within 6 mths from end of FY (with Q2 report)
31st March
(Annx-I & II)
15-April
30th June
(Annx-I)
15-July
30th September
(Annx-I & III)
15-October
31st December
(Annx-I)
15-January
3
[Reg. 31(1)(b) : Shareholding Pattern]
File with SEs a Statement showing holding of Securities & Shareholding Pattern for each class of securities in format specified & upload on websiteAdditionally :-       1 day prior to Listing of Securities
–       Within 10 days of any capital restructuring resulting in a change > 2% of Share Capital
31st March
21-April
30th June
21-July
30th September
21-October
31st December
21-January
4
[Reg. 33(3)(a) : Financial Results]
File with SEs qtly & year-to-date audited or unaudited Standalone Financial Results & upload on websiteCompany having subsidiaries may submit Consolidated AFR – qtly/ year-to-date·    If Un-audited: alongwith Limited Review Report
·    For Yrly results: alongwith Form A/ B
31st March
30-May
30th June
15-August
30th September
15-November
31st December
15-February
5
[Reg.55A : SEBI (DP) Reg, 1996]
Reconciliation of Share Capital Audit Certificate- to be submitted to BSE / NSE
31st March
30-April
30th June
30-July
30th September
30-October
31st December
30-January
6
[Reg. 7(3) : Compliance Certificate certifying
maintaining physical & electronic transfer facility]
File with SEs Compliance Certificate signed by CS & STA certifying physical & electronic share transfer facilities are in place
31st March
30-April
30th September
31-October
7
[Reg. 40(9) : Certificate from PCS]
File with SEs Certificate obtained by STA from a PCS certifying that all transfers/ consolidation etc. are completed within 30 days of lodgement.
31st March
30-April
30th September
31-October
8
[TDS (S.194 of Income Tax Act, 1961)]
 
Payment of TDS (Qtly)
31st March
30-April
30th June
7-July
30th September
7-October
31st December
7-January
Return Filing (Qtly); &
31st March
15-May
30th June
15-July
30th September
15-October
31st December
15-January
Issue of TDS Certificates (Form 16A)
31st March
30-May
30th June
30-July
30th September
30-October
31st December
30-January
9
[Reg. 14 : Payment of fees to SEs]
Payment of :a.  Annual Listing Fees of BSE & NSEb.  Custodian Fees of CDSL & NSDL
 
 
As specified by SEBI
10
[Reg. 30 & NSE Circular No. NSE/CML/2013/15 dt. 18th December, 2013 & Sebi (PIT) Regulations, 2015)]
 
Intimation to the Stock Exchanges regarding Re-opening of Trading Window – with Directors, Statutory Auditors, Secretarial Auditors, Cost Auditors
24 hours after date of Board meeting
Intimation to the Stock Exchanges regarding closure of Trading Window
24 hours before end of quarter
11
[Reg. 36 : Annual Report to Shareholders]
Send Annual Report to Shareholders atleast 21 days before date of AGM
 
 
21 days before date of AGM
12
[Reg. 34 : Annual Report to SEs]
File with SEs Annual Report within 21 working days of AGM
 
Within 21 working days of AGM
13
[Regulation 7(1)(b) under Chapter III of SEBI (Prohibition of Insider Trading) Regulations, 2015]
Periodic Compliance Calender for Listed Companies
 
Continual
14
[Regulation 29(1) of SEBI (SAST) Regulations, 2011]
Every Acquirer/ PAC acquiring Shares/ Voting rights aggregating to 5% or more of the total shareholding of the target company – to disclose in prescribed format
Within 2 working days of receipt of intimation of allotment of shares / acquisition of shares or Voting Rights to :-
a.   Every Stock Exchange
b.   Target Company
[Regulation 29(2) of SEBI (SAST) Regulations, 2011]
Every Acquirer/ PAC holding Shares/ Voting rights aggregating to 5% or more of the total shareholding of the target company – to disclose such holding & every change therein (even if the total holding falls below 5%) if the change exceeds 2% of total shareholding – in prescribed format
Within 2 working days of receipt of intimation of allotment of shares / acquisition of shares or Voting Rights to :-
a.   Every Stock Exchange
b.   Target Company
[Regulation 30(1) of SEBI (SAST) Regulations, 2011]
Every person with PAC holding shares exceeding 25% – to disclose aggregate shareholding as of 31-March- in prescribed format
Within 7 working days of end of FY :-
  1. Every Stock Exchange
  2. Target Company
[Regulation 30(2) of SEBI (SAST) Regulations, 2011]
Promoter with PAC to disclose aggregate shareholding as of 31-March – in prescribed format
Within 7 working days of end of FY :-
  1. Every Stock Exchange
  2. Target Company
[Regulation 31(1) of SEBI (SAST) Regulations, 2011]
Promoter to disclose details of shares encumbered by him / PAC – in prescribed format
Within 7 working days of creation of encumbrance :-
  1. Every Stock Exchange
  2. Target Company
[Regulation 31(2) of SEBI (SAST) Regulations, 2011]
Promoter to disclose details of shares invoked/ released from encumbrance by him / PAC – in prescribed format
Within 7 working days of invocation/ release of encumbrance :-
  1. Every Stock Exchange
  2. Target Company

 

Courtesy : CS ​ Amey A Patwardhan

1 comment:

  1. Very good attempt sir. Thank you. It is very useful to final course students like me.

    ReplyDelete