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Annual listing Compliances

Annual listing Compliances

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Compliance for Listed Company

s.no.

Annual compliance for MCA

listed company

1

Under section 184(1)

Every Director of the Company in the First Meeting of the Board of Directors in each Financial Year will disclose his interest in other entities.
 

Every Director is required to submit with the Company fresh MBP-1 whenever there is a change in his interest from the earlier given MBP-1.
 

In within 30 days from 1st board meeting of every financial year or in the subsequent meeting whenever their change in interest

 

2

Under section 164(2)

Every Director of the Company in each Financial Year will file with the Company disclosure of non-disqualification. Through form DIR-8

After the closing of the financial year

 

3

Under section 92

Every Small Company will file its Annual Return within 60 days of holding of Annual General Meeting. Through form MGT-7

 

In within 60 days from holding of AGM

 

4

Under section 137

Financial Statement: Company is required to filing its Balance Sheet along with the Statement of Profit and Loss Account, Cash Flow Statement, and Directors' Report in this form. Through form AOC-4


Attachment: Balance Sheet, Statement of Profit & Loss Account (Including Consolidated Financial Statement), Directors' Report, Auditors' Report, Cash Flow Statement and Notice of AGM

 

In within 30days from holding of AGM

 

6

Under section 149 company Appointment of Independent Director.

Appointment of Women Director

Company has to file DIR-12 after the appointment
 

In within 30 days from the date of appointment

 

7

XBRL
Every Listed Company is required to prepare its Financial Statement in Extensible Business Reporting system

 

In within 30days from the date of AGM

 

8

Every Notice of Annual General Meeting will be prepared as per Section 101 of Companies Act 2013 and Secretarial Standard - II.
 

At least 21 days before the date of AGM

The listed company will provide E-voting facility

9

Under section 173 & SS-1

Every Company shall hold a minimum number of FOUR Meetings of its Board of Directors every year in such a manner that the maximum gap between two meetings not more than 120 (One hundred Twenty) days. The company should hold at least 1 (one) Board Meeting every quarter of the calendar year.

 

 

 

 

10

Under section-139

Every company will appoint Auditor

File form ADP-1

Within 15days of meeting in which auditor is appointed

File form ADP-1

 

11

Under section -88

Company will maintain the following mandatory Registers:

• Register of Director, Director of Shareholding, Members.

• Register of Loan, Guarantee, Investment made by the Company.

• Register of Contract with Related Parties.

• Register of Key Managerial Personnel and their Shareholding

 

 

12

Under section-204

The listed company are required to appoint company secretary for secretarial audit

File MGT-14 within 30 days from the date of appointment

 

13

A Listed Company is required to constitute its Audit Committee and meetings of Committee will be as per Secretarial Standard- I.
 

 

14

Under section-93

Listed Company shall file a return with the Registrar with respect to change in the number of shares held by promoters and top ten shareholders of such Company, within fifteen days of such change through

 MGT-10

 

 

15

Under section-73 to 76 applicable rule-22

 Company if accepts deposit during the year then it is required to file the return of deposits within 30 days of the end of the financial year.
through DTP-3

 within 30 days of the end of the financial year

 

16

Under section-203

Appointment of KMP: Company Required to appoint:

  • CEO/MD/WTD
  • Company secretary
  • CFO

File form MR-1 to ROC after the appointment
 

MR-1 within 30days of appointment

 

 

 

17

Declaration of Commencement of Business

(for the applicable company)

INC-20A

Within 180 days from the date of incorporation

18

Directors KYC

DIR-3KYC

Till the 30th of April

 

Sl No.

Compliance of SEBI

 

 

 

 SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011

 

1

Regulation 29 (1), 29(2) and 29(3)

29(1) Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five percent or

more of the shares of such a target company shall disclose their aggregate shareholding and voting rights in such a target company in such form as may be specified.

 

29(2) Any person, who together with persons acting in concert with him, holds shares or voting rights entitling them to five percent or more of the shares or voting rights in a target company, shall disclose the number of shares or voting rights held and change in shareholding or voting rights, even if such change results in shareholding falling below five percent if there has been a change in such holdings from the last disclosure made under sub-regulation (1) or under this sub-regulation; and such change exceeds two percent of total shareholding or voting

rights in the target company, in such form, as may be specified.

 

29(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within two working days of the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company to,—

(a) every stock exchange where the shares of the target company are listed; and

(b) the target company at its registered office.

Discloser should be within two working days of the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company

2

Regulation 30(1)

Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five percent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting

rights as of the thirty-first day of March, in such a target company in such form, as may be specified.

In within 7 working days from the end of every financial year

3

Regulation 30(2)

The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified

 

In within 7 working days from the end of every financial year

4

Regulation 31(1)

The promoter of every target company shall disclose details of shares in such target company encumbered by him or by persons acting in concert with him in such form as may be specified

Discloser should be made within 7 working days from the creation or release of encumbrance

5

Regulation 31(2)

The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance of shares in such form as may be specified

Discloser should be made within 7 working days from the creation or release of encumbrance

 

 

 SECURITIES AND EXCHANGE BOARD OF INDIA

(PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015

 

1.

Regulation 7(1)

Initial disclosers

  1. Every promoter member of the promoter group], key managerial personnel and director of every company whose securities are listed on any recognized stock exchange shall disclose his holding of securities of the company as on the date of these regulations taking effect, to the company within thirty days of these regulations taking effect;
  2. Every person on appointment as key managerial personnel or a director of the company or upon becoming a promoter or member of the promoter group] shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or

becoming a promoter

 

 

Within 30 days after this regulation taking effect

 

 

 

 

 

Within 7 days of such appointment or becoming a promoter

2

Regulation 7(2)

Continual discloser

(a). Every promoter [ member of the promoter group], [designated person] and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified

 

(b). Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.

Explanation. — It is clarified for the avoidance of doubts that the disclosure of the incremental transactions after any disclosure under this sub-regulation, shall be made

 

 

Within 2 working days of such transaction

 

 

 

 

 

 

 

Within 2 working days from getting aware of such transaction

 

 

 SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

 

1

Regulation 7(2)

The listed entity shall ensure that all activities in relation to both physical and electronic share transfer facilities are maintained either in the house or by Registrar to an issue and share transfer agent registered with the Board.

 

 

2

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 authorized representative of the share

transfer agent, wherever applicable, within one month of the end of each half of the financial year, certifying compliance with the requirements of sub-regulation (2).

 

 

within one month of the end of each half of the financial year

3

Regulation 7(4)

In case of any change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new share transfer agent and the listed entity, in the manner as specified by the Board from time to time:

 

Within 7 days after entering into an agreement

4

Regulation 13(1)

The listed entity shall ensure that adequate steps are taken for expeditious redressal of investor complaints.

 

Regulation 13(3)

The listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty-one days from the end of each quarter, 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

 

 

The listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty-one days from the end of each quarter, a statement giving the number of investor complaints

5

Regulation 27(2)

(a) The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognized stock exchange(s) within fifteen days from the close of the quarter.

 

 

Within 15 days from the closing of each quarter

6

Regulation 29 (1)

Prior Intimations about the meeting of the board in which following is due to be considered

 

  1. Financial results viz. quarterly, half-yearly, or annual, as the case may be;

 

  1. Proposal for buyback of securities;

 

 

  1. proposal for voluntary delisting by the listed entity from the stock exchange(s);

 

  1. Fundraising by way of the further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price

 

 

  1. Declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend.

 

  1. The proposal for declaration of bonus securities where such a proposal is communicated to the board of directors of the listed entity as part of the agenda papers.

 

Intimation should be done 2 working days in advance excluding the date of intimation and date of the meeting

 

Provided that intimation regarding item specified in clause (a) shall be given at least five days in advance

7

Regulation 29(3)

The listed entity shall give intimation to the stock exchange(s) at least eleven working days before any of the following proposal is placed before the board of directors -

  1. Any alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof.
  2. Any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.

 

 

 

At least 11days before

8

Regulation 30(6)

The listed entity shall first 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 event or information:

Provided that in case the disclosure is made after twenty-four hours of the occurrence of the event or information, the listed entity shall, along with such disclosures provide an explanation for the delay:

Provided further that 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.

 

9

Regulation 31(1)

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 the Board from time to time within the following timelines -

(a) one day prior to the listing of its securities on the stock exchange(s);

(b) on a quarterly basis, within twenty-one days from the end of each quarter; and,

(c) within ten days of any capital restructuring of the listed entity resulting in a change exceeding two percent of the total paid-up share capital:

Provided that in case of listed entities that have listed their specified securities on SME Exchange, the above statements shall be submitted on a half-yearly basis within twenty-one days from the end of each half-year.

 

10

Regulation 33(3)

 

  1. The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of the end of each quarter, other than the last quarter.

d. The listed entity shall submit [annual]3 audited standalone financial results for the financial year, within sixty days from the end of the financial year along with the audit report and [Statement on Impact of Audit Qualifications (applicable only]4 for audit report with modified opinion):

Provided that if the listed entity has subsidiaries, it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report and [Statement on Impact of Audit Qualifications (applicable only]for audit report with modified opinion)

 

e. The listed entity shall also submit the audited financial results in respect of the last quarter along with the results for the entire financial year, with a note stating that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures up to the third quarter of the current financial year.

 

F. The listed entity shall also submit as part of its standalone or consolidated financial results for the half-year, by way of a note, a statement of assets and liabilities as at the end of the half-year.

 

 

within forty-five days of the end of each quarter

 

 

 

 

 

within sixty days from the end of the financial year along

11.

Regulation 34 (1)

The listed entity shall submit the annual report to the stock exchange within twenty-one working days of it being approved and adopted in the annual general meeting as per the provisions of the Companies Act, 2013.

 

 

within twenty-one working days of it being approved

12

Regulation 39(3)

The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.

 

within two days of its getting information

13

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, produce a certificate from a practicing company secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies

 

 

14

Regulation 40(10)

The listed entity shall ensure that the certificate mentioned at sub-regulation (9), shall be filed with the stock exchange(s) simultaneously.

 

 

15

Regulation 42(2)

The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date.

 

notice in advance of at least seven working days

16

Regulation 44(3)

The listed entity shall submit to the stock exchange, within forty-eight hours of the conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.

 

within forty-eight hours of the conclusion of its General Meeting

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