CS Amey A Patwardhan
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.
Enclosed is the list of minimum periodic compliances to be done by a Listed Entity pursuant to the provisions of the Companies Act and SEBI Regulations.
| Sl. 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 :-
| ||
| [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 :-
| ||
| [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 :-
| ||
| [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 :-
| ||
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