Compliance Calendar for Listed Companies

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  • Last Updated on 27 January, 2023

Compliance Calendar; Listed Companies

By Taxmann’s Advisory and Research Team | Corporate Laws

Table of Contents:

1. Introduction

2. Compliance Calendar for Listed companies

2.1 Compliances under Companies Act, 2013.

2.2 Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

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

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

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

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

2.3 Compliances under SEBI (Depositories and Participants) Regulations, 2018

2.4 Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

2.5 Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

1. Introduction

With the introduction of the Companies Act, 2013 in the year 2014, the compliance burden of every Company has increased substantially irrespective of the nature of the company, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company or a One Person Company (OPC).

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to keep a track of the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act, 2013, there are various compliances to be done on a time to time basis. For a better understanding of the same, we have categorized the various Compliances on the following basis:

(a) Event-based compliances: Compliance to be done on the occurrence or happening of a certain event, like Filing of E- form INC-22 on shifting of Registered Office of the Company.

(b) Time-based compliance: Compliances to be done on an annually, half-yearly, quarterly basis, like Filing of E- form AOC-4 and MGT-7.

(c) Specific Criteria based Compliance: Some compliances are based on paid-up share capital, turnover or any other specific requirement like the requirement to file E-Form AOC-4 (XBRL), Appointment of Company Secretary, etc.

In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:

(a) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
(b) Compliances under SEBI (Depositories and Participants) Regulations, 2018
(c) Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
(d) Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.

2. Compliance Calendar for Listed companies

2.1 Compliances under Companies Act, 2013

Applicable law Triggering Provision Compliance Statutory Timeline Due Date Required Form Reporting Authority
Companies Act, 2013 Section 10A

 

Declaration of commencement of business Within 180 Days from the incorporation date Within 180 Days from the incorporation date INC- 20A ROC
  Section 89(6)

 

 

 

Intimation of declaration received under Section 89 Within 30 days from the receipt of declaration by the company Within 30 days from the receipt of declaration by the company MGT-6 ROC
  Section 90(4) Intimation of declaration received under Section 90 Within 30 days from the receipt of declaration by the company Within 30 days from the receipt of declaration by the company BEN- 2 ROC
  Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 Directors’ KYC by every Individual  who holds a DIN  Within 6 months from end of the financial year 30th September DIR – 3 KYC ROC
  Section 139 Intimation regarding the appointment of Statutory Auditor Within 15 days of the appointment of an auditor Within 15 days of the appointment of an auditor  ADT – 1 ROC
  Section 139(6) Notice to the Registrar for appointment of First Statutory Auditor Appoint within 30 days from the incorporation date Within 30 days from the incorporation date ADT – 1 ROC
 

 

 

 

Section 140 Intimation regarding the resignation of Statutory Auditor Within 30 days from the date of the resignation Within 30 days from the date of the resignation

 

 

ADT – 3 ROC
  Section 117 Filing of Resolution and agreements as specified in Section 117 (3) Within 30 days of the passing of resolution/entering into agreement Within 30 days of the passing of resolution/entering into an agreement  MGT – 14 ROC
 

 

 

 

 

Section 179 (3) (g) Adoption of Financials and Director Report

 

Within 30 days of Board Meeting approving the Financial Statement and Board Report Within 30 days of Board Meeting approving the Financial Statement  MGT – 14 ROC
 

 

 

 

Section-12 Intimation of Change in the Registered Office Within 30 days of the change of the address

 

Within 30 days of the change of the address INC-22 ROC
  Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 Reconciliation of Share Capital Audit Report (Half- Yearly) Within 60 days from the conclusion of each half year 30th May (For Oct-Mar)

29th November (For April-Sep)

PAS – 6 ROC
  Order dated 22 January 2019 issued under Section 405

 

Return in respect of outstanding payments to Micro or Small Enterprise Within 1 month from the conclusion of each half year 31st October (For April-Sep)

30th April (For Oct-Mar)

MSME-1 ROC
  Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 Statement of unclaimed and unpaid amounts as specified in section 125 Within a period of 60 days after the holding of AGM Within a period of 60 days after the holding of AGM IEPF -2 ROC
  Rule 16 of Companies (Acceptance of Deposits) Rules, 2014

 

Return of deposit or particulars of transaction not considered as deposit or both On or before 30th  June  of every year 30th June DPT-3 ROC
  Section 137  Filing of annual accounts 30 days from the date of AGM Within 30 days from the date of AGM AOC-4 XBRL ROC
  Section 92

 

 

 

 

Filing of annual return To be filed within 60 days from the conclusion of AGM Within 60 days from the date of AGM E – Form MGT – 7 ROC
 

 

 

Section 184 Disclosure of Interest by Director 1st Board Meeting AND whenever there is a change in the disclosures already made 1st Board Meeting AND whenever there is a change in the disclosures already made MBP-1 NA, as the Director concerned is required to disclose this to the Company
 

 

 

Section 121 Report on Annual General Meeting Within 30 days from the date of AGM Within 30 days from the date of AGM MGT-15 ROC

2.2 Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2.2.1 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 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 except last quarter By 14th August By 14th November By 14th February By 30th 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

2.2.2 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 The listed entity shall make such disclosures every 6 months within 15 days from the date of publication of its standalone and consolidated financial results.

The listed entity shall also make such disclosures every 6 months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023.

Within 15 days of publication of Financial results Within 15 days of publication of Financial results

2.2.3 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 code of conduct At the 1st  BM in every Financial Year At the 1st Board Meeting in every Financial Year
Regulation 7 (3)

 

Share Transfer Agent Within 30 days from the end of financial year. By 30th April
Regulation 14 Payment of listing fees & Other charges

 

Within 1 month of 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 30 days 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 General Meeting

2.2.4 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 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)

 

Prior intimation of 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)

 

Prior intimation of 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 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 listing of securities

 

One day prior to 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 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 information
Regulation 44(3) Voting Results Within two working days of conclusion of General Meeting

 

Regulation 45(3) Change in name Prior approval from Stock Exchange before filing application with Registrar of Companies
Regulation 46 Website The listed entity shall maintain a functional website containing the basic information about the listed entity.

2.3 Compliances under SEBI (Depositories and Participants) Regulations, 2018

Regulation

 

Compliance Timeline Due Date
Regulation 76 Reconciliation of Shares and Capital Audit Within 30 days from the end of quarter By 30th July/ October/ January/ April
Regulation 74 (5) Processing of De mat requests form by Issuer/RTAs Within 15 days from the end of each quarter By 15th July/ October/ January/ April

2.4 Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Regulation

 

Compliance Timeline Due Date Reporting Authority
Regulation 31(1) read with Regulation 31(3) The promoter of every target company along with persons acting in concert shall disclose details of shares in such target company encumbered (except where such encumbrance is undertaken in a depository) Within 7 working days from the creation or invocation or release of encumbrance Within 7 working days from the creation or invocation or release of encumbrance
  • Every Stock Exchange where the shares of the target company are listed
  • the target company at its registered office
Regulation 31(2) read with Regulation 31(3) The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance (except where such encumbrance is undertaken in a depository)

 

Within 7 working days from the creation or invocation or release of encumbrance Within 7 working days from the creation or invocation or release of encumbrance
  • Every Stock Exchange where the shares of the target company are listed
  • the target company at its registered office
Regulation 31(4) read with Regulation 31(5) The promoter of every listed company along with persons acting in concert shall specifically disclose detailed reasons for encumbrance Within 7 working days from the end of each financial year Within 7 working days from the end of each financial year
  • Every Stock Exchange where the shares of the target company are listed
  • The Audit Committee of the target company

2.5 Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

Regulation

 

Compliance Timeline Due Date
Regulation 7(2)- Continual Disclosures

 

Every promoter,  and director of every company shall disclose to the company number of securities acquired or disposed, if the value of the securities traded, in a calendar quarter, exceeds traded value in excess of 10 Lac Within two trading days of receipt of the disclosure or from becoming aware of such information Within two trading days of receipt of the disclosure or from becoming aware of such information

 

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