Quarterly, Half Yearly & Annual Compliances under SEBI Listing Regulations

Annual Compliances under SEBI Listing Regulations are pathways or obligations which are issued by SEBI for the purpose of encouraging healthy business among the parties by promoting transparency in transactions. Let us discuss some of the Annual Compliances under SEBI Listing Regulations.

Annual Compliances under SEBI Listing Regulations

SEBI issued Listing Obligation and Disclosure Requirement (LODR) Regulations of Listed Entity in which its specific securities are mentioned. Moreover, these regulations are applicable to a listed entity that mentions its specific securities in a recognized stock exchange. In addition with either, on main board or SME Exchange, Innovators Growth Platform.

Types of Annual Compliances under SEBI Listing Regulations

• Quarterly Compliance
• Half Yearly Compliance
• Annual Compliance.

All the Compliance mentioned above has their respective regulations mentioned within them.  Now, let us briefly understand these compliances.

Quarterly Compliance in Annual Compliances under SEBI Listing Regulations

These Compliances contains various Regulations mentioned in LODR for protecting the essence of transparency and fair disclosure by every entity.

Regulations under Quarterly Compliances

• Statement of Investors Complaints under Regulation 13(3): The entity should file to the recognized stock exchange(s) the following statement within 21 days-
  • a statement including the number of investors’ pending complaints at the beginning of the quarter, those received during the quarter, those disposed of during the quarter,
  • those remaining unresolved at the end of the quarter.
    
• Corporate Governance under Regulation 27(2):  Within fifteen days of the quarter’s end, the listed firm must file a quarterly compliance report on corporate governance. It should also be noted that it shall not apply to –
  • listed entities with paid-up equity share capital of not more than Rs. ten crore and net worth of not more than Rs. twenty-five crore as of the last day of the previous financial year:Provided, however, that where the provisions of the regulations specified in this regulation become applicable to a listed entity at a later date, such listed entity shall comply with the requirements of those regulations within the timeframe specified in those regulations.
  • the listed firm whose specified securities have been listed on the stock exchange.
• Shareholding Pattern under Regulation 31:  Within the following timelines, the listed entity must submit to the stock exchange(s) a statement showing holdings of securities and shareholding pattern separately for each class of securities, in the following  format  –
  •  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

• Financial Results under Regulation 33: The listed firm must provide quarterly and year-to-date standalone financial results to the stock exchange, along with a Limited Review Report or Audit Report, to the stock exchange within 45 days of the end of each quarter (other than the previous quarter).Within sixty days of the end of the financial year, the listed entity must submit its annual audited standalone financial results, along with the audit report and either a Statement on Impact of Audit Qualifications.If the listed firm has subsidiaries, it must additionally disclose annual audited consolidated financial results, as well as the audit report and Statement on the Impact of Audit Qualifications, along with the annual audited standalone financial results ( applicable for audit report with modified opinion). Furthermore, in the case of audit reports with unmodified opinion(s), the listed firm must provide a declaration to the Stock Exchange(s) along with the yearly audited financial statements.Any reference to “quarterly/quarter” in the case of a listed firm that has listed their specified securities on SME Exchange must be understood as “half yearly/half year” for the purposes of these Financial Result regulations.

• Compliance Certificate by RTA (DEMAT) under Regulation 74(5): Within fifteen days of receiving the certificate of security from the participant, the issuer shall confirm to the depository that the securities contained in the said certificate have been listed on the stock exchange or exchanges where the earlier issued securities are listed, and shall also mutilate and cancel the certificate of security and substitute the name of the depository as the registered owner in its record, after due verification.

Half Yearly Compliance in Annual Compliances under SEBI Listing Regulations

Compliances include various Regulations mentioned in LODR in order to protect the essence of transparency and fair disclosure by every listed entity establishes in India.

Regulations under Half Yearly Compliances 

• Application to conform to the requirement under Regulation 33L: An application in Form F of the First Schedule that is incomplete in every way and does not follow the guidelines stated therein will be rejected.
  Provided, that before any such application is rejected, the applicant is given a written chance to respond to the Board’s objections within thirty days of the date of notice in this regard.Provided further that, if the Board finds it necessary to prolong the period as per provisions, the Board may-Extend the period by as much time as it deems necessary to allow the applicant to address the Board’s objections.

• Insurance against risk under Regulation 52: Every depository must take reasonable precautions, including insurance, to protect the beneficial owners’ interests from risks.

• Statement of Related Party Transaction under Regulation 23: A “transaction” related to party shall be construed to include a single transaction or a group of transactions in contracts.
  Regardless of whether a price is charged, a “transaction” with a related party shall include a single transaction, transactions in contracts.

Annual Compliance in Annual Compliances under SEBI Listing Regulations

Annual Compliances under SEBI Listing Regulations contain various Regulations mentioned in LODR for protection of the essence of transparency and fair disclosure by every entity.

Regulations under Annual Compliance 

• Compliance Certificate Certifying maintain physical and electronic transfer facility under Regulation 7(3): By the end of each half of the financial year, the entity shall submit-
  a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorized representative of the share transfer agent.Which certifies the maintenance of physical and electronic transfer facilities in-house or RTA as applicable?

• Disclosure of Price-Sensitive Information under Regulation 30: The Company has to notify the Stock Exchange of material events that affects the company’s performance, price information. Both at the time of the event’s occurrence and after it has ended.All events, as per Part A of Schedule III, or information disclosed to stock exchange(s) as soon as reasonably possible.
  Moreover, within twenty-four hours after the event or information occurs.

• Certificate from Practicing Company Secretary under Regulation 40(9) is require: The listed entity will make sure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produce a certificate from a practising company secretary.This certifies that all certificates for transfer, sub-division, consolidation, renewal, exchange have issued within thirty days of lodgement.Moreover, he should submit it within in month of the end of each half of the financial year,

• Annual Report under Regulation 34: The entity must submit to the stock market and post on its website a copy of the annual report given to its shareholders, along with the notice of the annual general meeting, no later than the day of the annual general meeting.The report should be submitted within 48 hours, if an annual report is changed, the amended copy, along with the information and explanation for the changes.Business responsibility reports will include in Annual Reports in the case of the top 500 listed firms based on market capitalization.The top 500 listed businesses by market capitalization and listed entities that have listed their specified securities on the SME Exchange may, on a voluntary basis, include these Business Responsibility Reports.Furthermore, under Regulation 43A, the top 500 listed businesses by market capitalization must develop a dividend distribution policy. This has to publish in annual reports and on their websites.

SEBI Circular

Large Corporate Borrower’s Annual Disclosure within 45 days from end of Financial Year.

Takeaway

LODR by SEBI is issue for the purpose to enable efficiency, transparency, and fair disclosure by entities. For successful implementation of Annual Compliances under SEBI Listing Regulations, all business ventures should follow these regulations carefully.