Periodical SEBI Compliances

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 apply to all registered companies having recognized securities listed on recognized stock exchanges (the “SEBI LODR”). Regulation 5 of the SEBI LODR standards impose a general compliance duty on the listed company to ensure that key managerial personnel, directors, promoters, or anyone else dealing with the listed organization complies with any responsibilities or obligations imposed on them under the rules.
In this article, we will go through the Quarterly / Half-Yearly / Annual, and General SEBI Compliance calendar.

Short Glimpse

Companies that are listed on stock exchanges must follow the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 of SEBI (LODR).

But before we shall move on to discuss SEBI Compliance, let us take a short brief about SEBI and SEBI LODR Regulations, 2015.

The Securities and Exchange Board of India

The Securities and Exchange Board of India (SEBI) is a statutory regulatory agency formed by the Government of India in 1992 to oversee the Indian securities market and safeguard the interests of stock market investors.

SEBI has the authority to regulate and perform functions such as inspecting the books of stock exchanges and requiring regular returns; approving stock exchange bye-laws; inspecting the books of financial intermediaries such as banks; and compelling certain companies to be listed on one or more exchanges, as well as handling broker registration.

SEBI’s Powers and Functions

SEBI fulfills the following roles to achieve its goals: protective functions, regulatory functions, and developmental functions.

SEBI performs the following duties as part of its safeguarding functions:

• Price manipulation is forbidden.
• Insider trading is illegal.
• Unfair and deceptive commercial practices are forbidden.
• Promotes an ethical code of conduct in the security business.
• Efforts must be made to educate investors on how to better analyze investment offers.

SEBI undertakes the following duties as part of its regulatory functions:

• Developed a code of conduct, rules, and regulations to govern brokers, underwriters, and other intermediaries.
• SEBI is also in charge of corporate takeovers.
• Regulates and registers the operations of stock transfer agents, stockbrokers, merchant bankers, securities administrators, and other stock exchange personnel.
• It is also in charge of regulating and registering mutual funds.
• Conducts audits and stock exchange investigations.

SEBI conducts the following duties as part of its developmental functions:

• Aids in the training of intermediates.
• It focuses on facilitating trade activity using an acceptable and adaptable method.

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

One of SEBI’s most significant mandates is the Listing Obligations and Disclosure Requirements Regulations (LODRs). The rule governs the level of transparency and disclosure required of publicly traded corporations. Aside from obligatory disclosure rules, the law governs the listing agreement that must be signed by the stock exchange and listed companies.

The contract includes the terms of administration and management, disclosure, and the criteria for the company’s listing status. The new LODR Regulation 2015, on the other hand, attempts to combine all prior revisions into a single document in order to make the document standard across all parts of the capital market.

The SEBI (LODR) Regulations, 2015 include the following provisions:

• Disclosures and requirements that listed company compliance officers must recognize
• All listed companies have the same listing duties.
• Different responsibilities exist for various types of securities.
• Distinguishing between initial issue and post-IPO standards
• Company fundraising actions are communicated.
• Creating timetables for reporting exchanges of certain occurrences
• Making Small and Medium Enterprises Compliant with SEBI Regulation (LODR).

SEBI Compliance Calendar

The following are the SEBI Compliances that a listed company must follow:

• Quarterly Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  

  Regulation	Compliance	Timeline	Due date
  			Q1 Ending June	Q2 Ending September	Q3 Ending December	Q4 Ending March
  Regulation 31 (1) (b)	Disclosure of Shareholding Pattern	Within the 21st day from the end of the quarter	By 21st July	By 21st October	By 21st January	By 21st April
  27(2)(a)  Corporate Governance Report	Corporate Governance Report	Within 15 days from the end of the quarter.	By 15th July	By 15th October	By 15th January	By 15th April
  Regulation 33 (3) (a)	Financial Results along with Limited review report/Auditor’s report	Within 45 days from the end of the quarter	By 14th August	By 14th November	By 14th February	By 15th May
  Regulation 13 (3)	Statement of Grievance Redressal Mechanism	Within 21 days from the end of the quarter.	By 21st July	By 21st October	By 21st January	By 21st April
  Regulation 32 (1)	Statement of deviation(s) or variation(s)	Within 45 days from the end of the quarter	By 14th August	By 14th November	By 14th February	By 15th May
  Regulation 76 (1)	Reconciliation of share capital audit report	Within 30 days from the end of the quarter.	By 30th  July	By 30th October	By 30th January	By 30th April

• Half Yearly Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  

  Regulation	Compliance	Timeline	Due Date
  			Half-yearly Ending September	Half-yearly Ending March
  Regulation 23 (9)	Disclosures of related party transactions	30 days from the date of publication of its standalone and consolidated financial results.	By 14th December	By 29th June

• Annual Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  

  Regulation	Compliance	Timeline	Due Date
  Regulation 24A	Secretarial Compliance Report	within 60 days of the end of the financial year	By 30th May every year
  Regulation 26 (3)	Annual affirmations for compliance with the code of conduct	At the 1st  BM in every Financial Year	At the 1st Board Meeting of every Financial Year
  Regulation 7 (3)	Share Transfer Agent	Within 30 days from the end of the financial year.	By 30th April
  Regulation 14	Payment of listing fees & Other charges	Within 1 month of the end of 31st March every year	By 30th April
  Regulation 33 (3) (d)	Financial Results along with Auditor’s Report	Within 60 days from the end of the financial year	By 30th May every year
  Regulation 34(1)	Annual Report	Not later than the day of commencement of dispatch to its shareholders.	Not less than 21 days before the AGM
  Regulation 40 (10)	Transfer or transmission or transposition of securities	Within 30 days from the end of the financial year	By 30th April
  Circular No. SEBI/HO/DDHS/CIR/P/2018/144	Initial Disclosure requirements for large entities	Within 30 days from the beginning of the FY	By 30th April
  Circular No. SEBI/HO/DDHS/CIR/P/2018/144	Annual Disclosure requirements for large entities	Within 45 days of the end of the FY	By 15th May
  Regulation 40 (9)	Certificate from Practicing Company Secretary.	Within one month of the end of the financial year.	By 30th April
  Regulation 44(3)	Submission of Voting Results to Stock Exchange	Within two working days of the conclusion of the General Meeting

• Event-Based Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  

  Regulation	Compliance	Timeline
  Regulation 7(5)	Intimation of appointment of Share Transfer Agent	Within 7 days of the Agreement with RTA
  Regulation 28 (1)	In-principal approval of recognized stock exchange(s)	Before issuing securities
  Regulation 29 (1) (b) to (f) and Regulation 29(2)	A prior intimation of the Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting, Bonus, etc.	At least two working days in advance, excluding the date of the intimation and date of the meeting
  Regulation 29 (1) (a) and Regulation 29(2)	A prior intimation of a Board meeting for Financial Results	At least five days in advance (excluding the date of the intimation and date of the meeting)
  Regulation 29(3)	Prior intimation of Board Meeting for alteration in nature of securities etc.	At least eleven working days in advance
  Regulation 30 (6)	Disclosure of events or information	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 the event or information
  Regulation 30 (6)	Disclosure of events or information	Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within thirty minutes of the conclusion of the board meeting.
  Regulation 31(1)(a)	Shareholding Pattern prior to the listing of securities	One day prior to the listing of securities
  Regulation 31(1)(c)	Shareholding Pattern in case of capital restructuring	Within 10 days of any change in capital +/- 2%
  Regulation 37(2)	Draft Scheme of arrangement	Obtain an observation letter or No-objection letter from the stock exchange(s) before filing the scheme with any court or tribunal
  Regulation 39(3)	Loss of share certificates and issue of the duplicate certificates	Within two days of getting the information
  Regulation 44(3)	Voting Results	Within two working days of the conclusion of the Meeting
  Regulation 45(3)	Change in name	Prior approval from the Stock Exchange before filing the application with the Registrar of Companies
  Regulation 46	Website	The listed entity shall maintain a functional website containing the basic information about the listed entity.

Way Forward

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) govern all registered companies with defined securities that are listed on recognized stock exchanges. Regulation 5 of the SEBI LODR regulations imposes a general compliance responsibility on the listed company to ensure that senior executive officers, trustees, organizers, and any other person involved with the body corporate fulfill any responsibilities or commitments assigned to them under the regulatory requirements.

In accordance with the company’s compliance program, we follow up with our clients on a regular basis. For more information and assistance, visit Legal Window.