, Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ~ CS GAURAV SHARMA

December 22, 2015

Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015




Compliance Calendar is applicable to companies whose equity shares are listed on the Exchange. The compliance
requirements shown above are indicative only. Companies are requested to refer to SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations) for detailed compliances.
Regulation no.
particular
Time limit
Quarterly / Half Yearly / Annual Compliances
Notes
Regulation 7 (3)
Compliance Certificate certifying maintaining physical           & electronic transfer facility
Within    one month       of end  of  each half   o the financial year.
Half Yearly
The listed entity shall submit a compliance certificate to the exchange, duly signed by both that is by the compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable, within one month of end   o eac half   o the   financial   year,
certifying maintaining physical & electronic transfer facility either in house or RTA as applicable.
Regulation 13 (3)
Statement of
Investor complaints.
Within
Twenty one days from the end of each quarter.
Quarterly
The    listed    entity    shall    file    with    the
recognized stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter, a statement giving the number of investor complaints pending at the  beginning  othe  quarter,  those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter
Regulation 27 (2)
Corporate
Governance.
Within 15
days from quarter end.
Quarterly
The  listed  entity  shall  submit  a  quarterly
compliance report on corporate governance within fifteen days from close of the quarter. Further it may be noted that it shall not apply, in respect of –
(a)  the  listed  entity  having paid  up  equity
share capital not exceeding rupees ten core and net worth not exceeding rupees twenty five core, as on the last day of the previous financial year: Provided that where the provisions of the regulations specified in this regulation  becomes  applicable  to  a  listed









entity at a later date, such listed entity shall
comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.
(b)  the  listed  entity  which  has  listed  its
specified securities on the SME Exchange.
Regulation 31
Shareholding
Pattern.
Within 21
days from quarter end.
Quarterly
the  listed  entity  shall  submit  to  the  stock
exchange(s) a statement showing holding of securities and shareholding pattern separately  for  each  class  of  securities,  in the format specified by the Board from time to time within the following timelines –
one day prior to listing of its securities on the stock exchange(s);
on a quarterly basis, within twenty one days from the end of each quarter;
within     ten     days     of     any     capital
restructuring of the listed entity resulting in a  change  exceeding  two  per  cent  of  the total paid-up share capital:
within twenty one days from the end of each half year.
half yearly basis
•Provided  that  in  case  of  listed  entities which have listed their specified securities on  SME  Exchange,  the  above  statements shall be submitted on a half yearly basis within twenty one days from the end of each half year.





Regulation 33
Financial
Results.
Within 45
days from quarter end
. And in case of Annual Financial Result, within 60 days from end of Financial Year.
quarterly
The listed entity shall submit quarterly and
year-to-date standalone financial results to the stock exchange within forty-five days of end   o eac quarter,   (othe than   last quarter) along with Limited Review Report or Audit Report as applicable.

The listed entity shall submit audited standalone financial results for the financial year, within sixty days from the end of the financial year along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report  with  modified  opinion):  Provided that if  the  listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results
also submit annual audited consolidated financial results along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion).
half
yearly/half year"

For the purpose of this Financial Result regulations , any reference to "quarterly/quarter" in case of listed entity which has listed their specified securities on SME Exchange shall be respectively read as "half yearly/half year"
Regulation 34
Annual Report
Within twenty one working days of it being approved
and adopted in the annual


The listed entity shall submit the annual report to the stock exchange within twenty one working days of it being approved and adopted in  the  annual  general meeting as per  the  provisions  of  the  Companies  Act,
2013.
In case of top hundred listed entities based on  market  capitalization  (calculated  as  on







general
meeting.

March 31 of every financial year), business
responsibility report is required to include in Annual Report is compulsory as per prescribed   Format.   However   in   case   of other than top 100 listed companies based on market capitalization and listed entities which have listed their specified securities on SME Exchange, may include these business responsibility reports on a voluntary basis
Regulation 40 (9)
Certificate from Practicing Company Secretary.
Within one month of the end of each half of
the financial year.
Half yearly
The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practicing company secretary within one month of the end of each half of the financial year,

certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.
SEBI- DP Reg.55A
Reconciliation
of Share Capital
Audit
Within 30
days from quarter end.

Listed   entities   are   require to   submit
Reconciliation of Share Capital Audit Report on a quarterly basis to the stock exchanges audited by a qualified chartered accountant or a practicing company secretary for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital.
The Reconciliation of Share Capital Audit Report is required to be submitted to the stock Exchange within 30 days from the end of the Quarter under regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996
.






Other Compliance Requirements under SEBI Listing Regulations 2015. (LODR)
Regulation 7
Appointment
of   New   Share
Transfer Agent.
within
seven  days of entering into the agreement.
Event based
In case of any change or appointment of a
new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent and the listed entity, in the manner as specified by the Board from time to time. The listed entity shall intimate such appointment, to the stock exchange(s) within seven days of entering into the agreement.
Regulation 14
Listing   Fees   &
Other charges.
in the
manner specified by the Board

The listed entity shall pay all such fees or
charges, as applicable, to the recognised Stock Exchange(s), in the manner specified by the Board or the recognised Stock Exchange
Regulation 29
Notice           for
Board  Meeting to consider the prescribed matters.
an   advance
notice of at least 2/5/11 working
days

The Company shall give an advance notice of
at least 5 working days for Financial Result , In case of other matters as stated in regulation 29 1 (b) to (f) - 2 Working days in advance  (Excluding  the  date  of  the intimation and date of the meeting) to Stock Exchange.

The Company shall give an advance notice of
11 working days in case matter related to
alteration in i) Securities
;ii)   date   o interest   o redemptio of
Debenture/bond as per regulation 29(3) (a)
,(b).
Regulation 30
Disclosure      of
Price-Sensitive
Information
not        later
than twenty four hours from the occurrence

The Company has to intimate to the Stock
Exchange about the material events which will have a bearing on the performance / operations of the company as well as price sensitive  information  both  at  the  time  of







of  event  or
information.

occurrencof  the  event  and subsequently
after the cessation of the event.
The listed entity shall first disclose to stock exchange(s)  of  all  events,  as  specified  in Part A of Schedule III, or information as soon as reasonably possible and not later than twenty four hours from the occurrence of event or information.
Regulation 30
Outcome        of
Board meeting (Schedule III Part A- (4))
within      30
minutes of the closure of the meeting.

The     listed     entity     shall     disclose     the
information  to  the  Exchange(s),  within  30 minutes of the closure of the meeting.
Regulation 42
Notice           for Record  Date  \ Corporate Action.
advance notice  of  at least       5/7 working
days   to the Stock Exchange

The Company must ensure that there is a gap of at least 30 days between 2 book closure and/or record date.
The Company shall give an advance notice of  at  least  7  working  days  (Excluding  the date of the intimation and record date/book closure start date) to the Stock Exchange for corporate  actions  (Book  closure/Record date) fixed for the purpose of corporate benefits like mergers, de-mergers, split , bonus, dividend, rights etc.
The listed entity shall recommend or declare all dividend and/or  cash bonuses  at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose.
Regulation 43
Declaration    of
Dividend.


The Company has to declare and disclose
the dividend on per share basis only.
Regulation 44
Voting Result
within forty eight hours of
conclusion
of              its General Meeting

The  listed entity  shall  submit  to the  stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board





Regulation 46
Company
Website.
update   any
change      in the  content of              its website within    two working
days from the date of such change in content.

The listed entity shall maintain a functional
website containing the basic information about the listed entity.

The listed entity shall disseminate the information as stated in Regulation 46 (2).

The listed entity shall ensure that the contents of the website are correct & the listed entity shall update any change in the content of its website within two working days from the date of such change in content.
Regulation       30(1)
and 30(2) -
SEBI    Takeover
Regulations
2011.

within   seven
working days from the end of each financial year
30(1 Every   person,   who   together   with
persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.




30   (2)   Th promote of   ever target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first  day  of  March,  in  such  target
company in such form as may be specified.




The     disclosures     required     under     sub-
regulation (1) and sub-regulation (2) shall be made within seven working days from the end of each financial year to;
every stock exchange where the shares of the  targecompany  are  listed;  and  the target company at its registered office
Regulation 7(2)
SEBI
(Prohibitio of
Insider Trading)
within    two
trading days of           such
Every
promoter, employee
7 (2) Continual Disclosures :

(a). Every promoter, employee and director






Regulations,
2015.
transaction
and    director
of every company
shall disclose to the company
of  every  company  shall  disclose  to  the
company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities  traded, whether  in  one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified;
(b). Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within  two  trading  dayof receipt of the disclosure or from becoming aware of such information.
(Transaction type include buy/sales/pledge/revoke/Invoke)




Pursuant Regulation 10 of the Listing Regulations about the listed entity shall file the reports, statements,   documents,   filings   and   any   othe informatio with   the   recognize stock exchange(s)  on  the  electronic  platform as specified by the Board or the recognized stock exchange(s). Accordingly as per BSE Circular No. DCS/COMP/20/2015-16 dated November 30,
2015 it is mandatory for filing of various information with the exchange in electronic mode through online web portal (http://listing.bseindia.com) ,   Effective from December 1, 2015, those filings that are not filed with the Exchange through the Listing Centre are liable to be considered as non-submission and consequent non-compliance with the Regulations. Compliance filing for entities other than those listed on the Exchange may be done through








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