, Compliance Checklist SEBI LODR( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015) ~ CS GAURAV SHARMA

September 1, 2016

Compliance Checklist SEBI LODR( LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)


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SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 – At a glance
Sl Description Regulation Compliance Requirements Due date
1 Principles governing disclosures and obligations 4(2)(f(ii) Key functions of the board of directors yearly review
2 Share transfer Agent – Half yearly certificate 7(3) The Compliance officer and authorised representative of RTA signed certificate to be submitted with SE within one month from the end of the each half year 30-Oct, 30-Apr
3 Investors Complaints status report 13(3) The listed entity shall file with the recognised stock exchange(s) on a quarterly basis, within twenty one days from the end of each quarter On or before 21st of Apr, July, Oct, Jan
4 Listing Fees 14 as per the Intimation yearly
5 Board of directors 17(8) CEO & CFO certificate to the Board as per Sch.II of Part B – every year 31st March
6 Related party Transaction 23(4) All material related party transactions shall require approval of shareholders by ordinary resolution and the related parties shall abstain from voting. quarterly review
7 Corporate Governance 27(2)(a) Within 15 days from the end of the quarter the CG to be submitted to the SE On or before 15th of Apr, July, Oct, Jan
8 Corporate Governance 27(2)(b) Details of all material transactions with related parties shall be disclosed along with the report mentioned in clause (a) of sub-regulation (2). On or before 15th of Apr, July, Oct, Jan
9 Prior Intimation and Advertisement 29(1)(a) Intimation to SE - 5 days in advance to the meeting excluding DOM & DOI for consideration of financial results and simultaneously publish the notice in the newspaper as per Regulation 47(1) quarterly
10 Prior intimation 29(1) Intimation to SE 2 working days prior to the meeting excluding DOM & DOI for the matters stated in 29(1) other than 29(1)(a) quarterly
11 Prior intimation 29(3) iv.  Intimation to SE 11 working days prior to the meeting excluding DOM & DOI for the matters relating to alternation in any form security / payment of interest/redemption of securities. quarterly
12 Disclosure of events/information 30(4) The board shall frame/approved Material events policy and posted on the web site yearly review
13 Disclosure of events/information 30(5) Board of Directors to authorise one or more KMPs for determining materiality of an event/information for disclosure to Stock exchanges and the contact details of such personnel shall be disclosed on occurrence 
14 Disclosure of events/information 30(6) i.     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 24 hours from the occurrence of event or information. on occurrence 
15 Disclosure of events/information 30(6) ii.    The listed entity shall disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within 30 minutes of the conclusion of the board meeting quarterly
16 Disclosure of events/information 30(7) i.    All events or information which has been disclosed to stock exchange(s) under this regulation , and such disclosures shall be hosted on the website. quarterly
17 Website update 30(8) ii.   The aforesaid data to be maintained in the website for a minimum period of 5 years and thereafter as per the archival policy of the company.
18 Subsidiary  30(9) iii. Listed entity shall disclose all events or information with respect to subsidiaries which are material for the listed entity.
19 Shareholding pattern 31(1) Within 21 days from the end of the each quarter the Share holding pattern shall be submitted to the SE On or before 21st of Apr, July, Oct, Jan
20 Shareholding pattern 31(2) 100% of shareholding of promoter(s) and promoter group is in dematerialized form yearly
21 Utilisation of funds raised through issues 32(6) Monitoring agency to be appointed and report to be submitted with SE
22 Utilisation of funds raised through issues 32(1) Statement of utilisation of proceed to be filed with SE on a quarterly basis till the complete utilisation
23 Utilisation of funds raised through issues 32(7) Annual utilisation statement to be certified by the statutory auditors and placed before the audit committee
24 Utilisation of funds raised through issues 32(5) Annual statement on Utilisation of proceeds with audit certificate to be placed before the audit committee.
25 Financial Results 33(2) Authentication of quarterly financial results – CEO & CFO as per the Regulation 33(2(a)) quarterly
26 Financial Results Signed quarter/annual financial results to be submitted with the SE along with the Limited Review/Audit report within 48 hours of the conclusion of the meeting and simultaneously published in the newspaper as per the Regulation 47(3) quarterly
27 Financial Results 33(3)(a) Within 45 days from the end of each quarter the financial results to be submitted to the SE On or before 15th of Aug, Nov, Feb
28 Financial Results 33(3)(d) Within 60 days from the end of financial year the audited financial results to be submitted to the SE on or before 30th May
29 Financial Results 33(3)(f) submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities as at the end of the half-year on or before 15th Nov, 30th May
30 Financial Results 33(4) The standalone/consolidated annual audited financial results shall submit along with auditors report and Form A
31 Annual Report 34(1) The Annual Report should be submitted 21 days before the scheduled date of the meeting 21 days before the date of AGM
32 Annual Report and Notice 47(1)(d) as per Regulation 47(1)(d) the notices given to shareholders by advertisement in the newspaper
33 Annual Report 34(2) The top hundred listed entities based on market capitalization (calculated as on March 31 of every financial year), business responsibility report (BRR) should be attached
34 Annual Information Memorandum 35 Yet to be published (precisely top 100 companies)
35 Information to shareholders 36 21 days before the scheduled date of the general meeting the Report should be sent to the shareholders.
36 Issuance of certificates 39(2) Within 30 days from the date of such lodgement the new certificate to be issued to the shareholders (subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates) 30 days from the date of lodgement
37 Intimation of duplicate share certificate 39(3) The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information. With 2 days on receipt of the information
38 Unclaimed shares 39(4) Unclaimed shares to be dealt in the manner provided in Schedule VI of SEBI (LODR) Regulations
39 Transfer/ Transmission/ Transposition of securities 40(2) The memorandum of share transfer report shall place before to the board of directors in each meeting. Every quarter BOM
40 Transfer/ Transmission/ Transposition of securities 40(7) The company shall comply with all procedural requirements as specified in Schedule VII with respect to transfer of securities.
41 Transfer of securities 40(8) In case the listed entity has not effected transfer of securities within fifteen days or where the listed entity has failed to communicate to the transferee(s) any valid objection to the transfer, within the stipulated time period of fifteen days, the listed entity shall compensate the aggrieved party for the opportunity losses caused during the period of the delay: Penalty for non-compliance
42 Transfer and Transmission of shares 40(10) As per the Regulation 40(9) – confirmation certificate to be obtained from the PCS and should be submitted to the SE within one month of the end of each half year. 30th October / 30th April
43 Record Date or Date of closure of transfer books 42(2) The notice shall give in advance of atleast 7 working days (excluding the date of intimation and the record date) to SE and specify the purpose of the record date.
44 Record Date 42(3) 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.
45
46 Voting by shareholders 44(3) Within 48 hours of conclusion of its General Meeting, details regarding the voting results to the SEs.
47 Website 46 The information to be hosted on the company’s website, which are disclosed to the SE 
48 Details of familiarization programs imparted to independent directors shall be disclosed on Company’s website.
49 Any change in the website content should be updated within 2 working days
50 Advertisement 47 i. Notice of the meeting of the board of directors
ii. Notices given to shareholders by advertisement
iii. The company’s/SE Web link shall give a reference in the newspaper publication
iv. Financial Results shall be published within 48 hours of conclusion of the meeting of board of directors
51 SEBI Takeover Regulation 30 30(1) & (2) Promoters/PAC holding >25% holding shares to be intimated to SE within 7 days from the end of the financial year
52 SEBI Insider Trading Regulation
53 Trading window closure to directors SEBI 10 prior to the meeting - excluding date of meeting and intimation.
54 Trading window closure to employees SEBI 10 prior to the meeting - excluding date of meeting and intimation.
55 Trading window - Open SEBI 2 days after the meeting
56 Intimation to directors - BM  CA Sec.173(3)-At least 7 days' Notice for the Board Meeting, excluding date of meeting and intimation.
57 NEPS updation LA All Intimations and updates are to be uploaded in the designated wibsite (NSE-NEPS)
58 Agenda and notes to directors SS1 At least 7 days before the date of the Meeting either in physical mode or electronic mode. If physical an additional two days shall be added for the service.
59 Attendance Register On the date of meeting
60 Sitting fees Through NEFT - on the date of meeting
61 Draft minutes to all director SS1 SS1-7(4) - within 15 days from the date of meeting
62 Confirmation of minutes by directors SS1 SS1-7(4) - within 7 days from the date of  receipt of the minutes
63 Conclusion of minutes Sec.118 Sec.118, u/r.1(b) Management and Admn Rules, within 30 days  of the conclusion of the meeting
SS1- Minutes shall be entered in the Minutes Book within thirty days from the date of conclusion of the Meeting
64 Signing of minutes -  Sec.118 Sec.118 and SS1 - 7.6 - Minutes of the Meeting of the Board shall be signed and dated by the Chairman of the Meeting or by the Chairman of the next Meeting.
65 Filing of with MCA CA within 30 days form the date of the meeting
66 Filing of Form MGT-14 within 30 days form the date of the meeting
67 U/s.93 CA 2013 MGT-10 within 15 days form the date of occurrence 
68 Related Party Register - Quarterly Sec.188 Related party transaction to be placed before the Board for review  Quarterly
69 Legal case status report  Board has to review the Legal case status report on a quarterly basis - material events
70 Risk Management Committee Reg.21 constitution of  Risk Management Committee - top 100 companies, determined onn the basis of the market capitalisation
71 Familliarisatiion Program Sec.149 & Reg.25(7) Entity shall familiarise the ID through various programmes.
72 CSR Review Sec.135 Review of budget and performance
73 NR Committee  Sec.178 Review of performance


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