Download APP
SEBI One time & Quarterly Compliances Checklist (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
Preethi Suresh
Oct 7, 2019
5899
0
Listing of securities with stock market may be a matter of nice importance for corporations and investors, as a result of this provides the liquidity to the securities within the market. Any company giving its shares to the general public for subscription is needed to be listed on the stock market and needs to go with the listing necessities prescribed by the stock market. An organization seeking listing of their securities on the stock market is needed to enter into a proper listing agreement with the stock market
SEBI has prescribed and conjointly nominal all the quantitative and qualitative needs to be unendingly compiled with by the SEBI for continuing listing. The securities market monitors such compliances.
In this article, we will see an overview of the SEBI (LODR) Regulations, 2015, which includes its objectivity, applicability, parts, types of compliances etc.
OBJECTIVES:
to align clauses of the listing agreement with Companies Act, 2013
to merge the conditions under different securities listing agreements in one single regulation.
APPLICABILITY:
This is applicable to all listed entities who have listed any of the following securities on any recognized stock exchange:
Indian depository receipts
Securitised debt instruments
Security receipts
Units issued by mutual funds
NCDs, NCRPs, Perpetual Debt, Perpetual NCRPs
Specified securities listed on main board or SME Exchange or institutional trading platform.
Any other securities as may be specified by SEBI
PARTS OF SEBI(LODR), 2015
THE LISTED COMPANIES SHALL COMPLY WITH THE FOLLOWING COMPLIANCES:
THE FOLLOWING ARE THE ONE TIME COMPLIANCES: |
|
Regulation 6(1) |
A listed entity shall appoint a Company Secretary as the Compliance Officer. |
Regulation 7(1) |
The listed entity shall appoint a share transfer agent or the listed entity register with SEBI as Category II share transfer agent in case of share transfer facility in house |
Regulation 9 |
The listed entity shall have a policy for preservation of documents, approved by its Board ofDirectors. |
THE FOLLOWING ARE THE QUARTERLY COMPLIANCES: |
|
Regulation 13 (3) |
The listed entity shall file with the recognised stock exchange, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter.It has to be compiled within 21 days from end of quarter. |
Regulation 27 |
The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by SEBI from time to time to the recognized stock exchange(s).It has to be compiled within 15 days from end of quarter. |
Regulation31(1))(b) |
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by SEBI from time to time.It has to be compiled within 21 days from end of quarter. |
Regulation 32(1) |
The listed entity shall submit to the stock exchange a statement of deviation or variation. |
Regulation 33 (3) |
The listed entity shall submit quarterly and year-to-date financial results to the stock exchange.It has to be compiled within 45 days from end of quarter, other than last quarter. |
THE FOLLOWING ARE THE HALF YEARLY COMPLIANCES: |
|
Regulation 7 (3) |
The listed entity shall submit a compliance certificate to the exchange, duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent.It has to be compiled within one month of end of each half of the financial year. |
Regulation 40 (9) |
The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produces a certificate from a practising company secretary.It has to be compiled within one month of the end of eachhalf of the financial year. |
THE FOLLOWING ARE THE YEARLY COMPLIANCES: |
|
Regulation 14 |
The listed entity shall pay all such fees or charges, as applicable, to the recognised stock exchange(s), in the manner specified by SEBI or the recognised Stock Exchange (s).It has to be compiled within 30 days of the end of financial year |
Regulation 33(3) |
The listed entity shall submit annual audited standalone financial results with audit report and Statement on Impact of Audit Qualifications applicable only for audit report with modified opinion to the stock exchange.It has to be compiled within 60 days from the end of the financial year. |
Regulation 34 |
The listed entity shall submit the annual report to the stock exchange.It has to be compiled within twenty one working days of it being approved and adopted in the annual general meeting. |
THE FOLLOWING ARE EVENT BASED COMPLIANCES: |
|
Regulation 7(5) |
The listed entity shall intimate the appointment of Share Transfer Agent, to the stock exchange(s).It has to be compiled within 7 days of Agreement with RTA. |
Regulation 28(1) |
The listed entity shall obtain In-principle approval from recognised stock exchange.It has to be compiled prior to issuance of Security. |
Regulation 29(1)(a)read along with proviso to 29 (2) |
Prior Intimations of Board Meeting for financial Result viz. quarterly, half yearly or annual, to the stock exchange(s).It has to be compiled at least 5 clear days in advance (excluding the date of the intimation and the date of the meeting). |
Regulation 29(1) (b), (c),(d), (e)& (f) read along with 29 (2) |
Prior Intimations of Board Meeting for Buyback, Voluntary delisting , Fund raising by way of FPO, Rights Issue, ADR, GDR, QIP, FCCB, Preferential issue, debt issue or any other method, Declaration/ recommendation of dividend, issue of convertible securities carrying a right to subscribe to equity shares or the passing over of dividend, proposal for declaration of Bonus securities etc., to the stock exchange(s).It has to be compiled at least 2 working days in advance. |
Regulation 29(3) |
Prior Intimations of Board Meeting for alteration in nature of Securities, alteration in the date on which interest on debentures/bonds/redemption amount, etc. shall be payable to the stock exchange(s).It has to be compiled at least 11 clear working days in Advance. |
Regulation 30(6) |
Disclosure of Price Sensitive Information to the stockexchange(s).It has to be compiled not later than twenty four hours as per Part A of Schedule III. |
Regulation 31(1)(a) |
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities prior to listing of secure.It has to be compiled within one day prior to listing of Securities |
Regulation 31(1)(c) |
The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities in case of Capital Restructuring.It has to be compiled within 10 days of any change in capital Structure exceeding 2% of the total paid-up share capital. |
Regulation 37(2) |
The listed entity shall file draft Scheme of Arrangement to the stock exchange(s).It has to be compiled prior approval before filing with Court |
Regulation 39(3) |
Loss of share certificates and issue of the duplicate certificatesIt has to be compiled within two days of getting information. |
Regulation 42(2) |
The listed entity shall intimate the record date or date of closure of transfer books to all the stock exchange(s).It has to be compiled at least 7 clear working days inadvance |
Regulation 42(3) |
The listed entity shall give notice to stock exchange(s) of Record date for declaring dividend and/or cash bonus.It has to be compiled at least 5 clear working days in advance. |
Regulation 44(3) |
The listed entity shall submit to the stock exchange details regarding voting results by Shareholders.It has to be compiled within 48 Hours of conclusion of its General Meeting. |
Regulation 45(3) |
The listed entity shall be allowed to change its name.It has to be compiled prior approval from Stock Exchange(s). |
Regulation 46 |
The listed entity shall maintain a functional website containing the basic information about the listed entity. |
THE FOLLOWING COMMITTEES HAVE TO BE CONSTITUTED:
As mentioned, with the help of this article, we could understand a brief overview of the SEBI (LODR) Regulations, 2015.
Author has exercised utmost care while writing this article, but still this article may contain some error or mistake and no part of this article/writing should be construed or considered as any advice or consultancy whether professional or otherwise.
