Quarterly/Half Yearly/Yearly Compliances under SEBI (LODR), 2015

The Securities and Exchange Board of India (SEBI) has established various regulations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR), 2015) to ensure transparency, accountability, and corporate governance in listed entities. These regulations mandate periodic compliances to maintain market integrity and protect investor interests. Below are detailed explanations of some of the key regulations that listed entities must adhere to:

Regulation 7(3): Compliance Certificate for Physical & Electronic Transfer Facility

Overview:

This regulation mandates listed entities to submit a compliance certificate to the stock exchange, certifying the maintenance of physical and electronic transfer facilities. This certificate must be submitted within one month from the end of each half of the financial year.

Details:

• - Who must sign?: The compliance officer of the listed entity and the authorized representative of the share transfer agent (if applicable).
• - Certification Requirement: The certificate must confirm the maintenance of physical and electronic transfer facilities either in-house or through a Registrar and Share Transfer Agent (RTA), as applicable.

Regulation 13(3): Statement of Investor Complaints

Overview:

Listed entities are required to file a quarterly statement with the stock exchange detailing the status of investor complaints.

Details:

• * Timeline: Within 21 days from the end of each quarter.
• * Content: The statement should include:
• - Number of investor complaints pending at the beginning of the quarter.
• - Number of complaints received during the quarter.
• - Number of complaints resolved during the quarter.
• - Number of complaints remaining unresolved at the end of the quarter.

Regulation 27(2): Corporate Governance Compliance Report

Overview:

Listed entities must submit a quarterly compliance report on corporate governance to the stock exchange.

Details:

• * Timeline: Within 15 days from the end of each quarter.
• * Exemptions:
  • - Entities with a paid-up equity share capital not exceeding ?10 crores and net worth not exceeding ?25 crores as of the last day of the previous financial year.
  • - Entities listed on the SME Exchange.
• * Requirement for new entities: If the regulations become applicable to an entity at a later date, compliance must be achieved within six months from the date of applicability.

Regulation 31: Shareholding Pattern

Overview:

Listed entities must submit a statement showing the holding of securities and shareholding pattern for each class of securities.

Details:

• * Initial Requirement: One day prior to the listing of securities on the stock exchange(s).
• * Quarterly Requirement: Within 21 days from the end of each quarter.
• * Capital Restructuring: Within 10 days of any capital restructuring resulting in a change exceeding 2% of the total paid-up share capital.
• * SME Exchange Entities: Submit these statements on a half-yearly basis within 21 days from the end of each half-year.

Regulation 33: Financial Results

Overview:

This regulation pertains to the submission of financial results by listed entities.

Details:

• * Quarterly Results: Submit quarterly and year-to-date standalone financial results within 45 days from the end of each quarter (excluding the last quarter).
• * Annual Financial Results: Submit annual audited standalone financial results within 60 days from the end of the financial year.
  • - If the entity has subsidiaries, it must also submit annual audited consolidated financial results.
  • - Include the audit report and a Statement on Impact of Audit Qualifications for audit reports with modified opinions, or a declaration for unmodified opinions.
• * SME Exchange Entities: References to "quarterly" results are to be read as "half-yearly" results.

Regulation 34: Annual Report

Overview:

Listed entities must submit their annual report to the stock exchange and publish it on their website.

Details:

• * Timeline: Within 21 working days of it being approved and adopted in the annual general meeting (AGM).
• * Top 500 Listed Entities: Based on market capitalization as of March 31 of every financial year, must include a Business Responsibility Report in the Annual Report.
• * Dividend Distribution Policy: Top 500 entities must disclose their dividend distribution policy in the annual reports and on their websites. Other entities may do so voluntarily.

Regulation 40(9): Certificate from Practicing Company Secretary

Overview:

Listed entities must ensure that their share transfer agent (or in-house share transfer facility) obtains a certificate from a practicing company secretary.

Details:

• * Timeline: Within one month from the end of each half of the financial year.
• * Certification: The certificate should confirm that all certificates have been issued within 30 days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange, or endorsement of calls/allotment monies.

Regulation 55A of SEBI (Depositories and Participants) Regulation, 1996: Reconciliation of Share Capital Audit

Overview:

Listed entities must submit a quarterly Reconciliation of Share Capital Audit Report.

Details:

• * Timeline: Within 30 days from the end of each quarter.
• * Purpose: To reconcile the share capital held in depositories and in physical form with the issued/listed capital.
• * Audit: The report must be audited by a qualified chartered accountant or practicing company secretary.

Regulation 29: Prior Intimation of Board Meetings

Overview:

Listed entities must provide prior intimation to the stock exchange regarding board meetings for specific matters.

Details:

• * Financial Results: At least 5 working days before the date of the board meeting for declaring financial results.
• * Other Matters: At least 11 working days before the date of the board meeting for matters such as:
  • - Alteration in the form or nature of listed securities or in the rights or privileges of holders of listed securities.
  • - Alteration in the date on which interest or redemption of debentures or redeemable securities is due.
• * Buy-back, Delisting, Dividend, Convertible Securities, Bonus Securities: At least 2 working days before the date of the board meeting.

Regulation 17: Composition of Board of Directors (BOD)

Overview:

This regulation specifies the composition requirements for the board of directors of listed entities.

Details:

• * Non-Executive Directors: At least 50% of the board must be non-executive directors.
• * Women Director: At least one woman director is mandatory.
• * Independent Directors:
  • - If the chairman is a non-executive director: At least one-third of the board must be independent directors.
  • - If the chairman is an executive director: At least half of the board must be independent directors.
  • - If the chairman is a non-executive director but a promoter or related to the promoter or promoter group or one level below the management: At least half of the board must be independent directors.
  • - If the company has issued superior right equity shares: At least half of the board must be independent directors.

These regulations under SEBI (LODR), 2015 ensure that listed entities maintain high standards of corporate governance, transparency, and accountability. Compliance with these regulations is crucial for fostering investor confidence and sustaining market integrity.

 

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Article Compiled by:-

~Neel Lakhtariya 

(LegalMantra.net Team)

Disclaimer: Every effort has been made to avoid errors or omissions in this material in spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition In no event the author shall be liable for any direct indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information Many sources have been considered including Newspapers, Journals, Bare Acts, Case Materials , Charted Secretary, Research Papers etc.

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