Annual Compliance for a Listed Company as per SEBI Regulations

Any company whose shares has been listed on the RSE (Recognized Stock Exchange), such as National Stock Exchange and Bombay Stock Exchange are termed as Listed Company. Further, it shall be note worthy to state that the operations, management, and affairs of a Listed Company are dealt as per the provisions of the SEBI Act, and the Regulations made thereunder. In this blog, we will discuss in detail about the Annual Compliance for a Listed Company as per the SEBI Regulations.

Concept of Listed Company

The term “Listed Company” is defined under section 2 (52) of the Companies Act 2013. Based on the provisions of the said section, any company that is eligible to raise its funds by issuing shares to the general public and is eligible to list its shares on a recognized stock exchange as well is termed as Listed Company. Further, these companies are listed by the provisions of the SEBI Act 1992 and the rules made there under.

Also, it shall be significant to state that unlike an Unlisted Company, a listed company is owned by its shareholders.

Applicable SEBI Regulation for Annual Compliance of a Listed Company

The SEBI Laws that are prevalently applicable to the Annual Compliance for a Listed Company are as follows:

1. SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;
2. SEBI (Depositories and Participants) Regulations 2018^[1];
3. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011;

Key Annual Compliance for a Listed Company

The key annual compliance for a listed company are as follows:

Requirement of Compliance Certificate for Maintaining STF

Every listed company needs to file a compliance certificate concerning the maintenance of STF or Share Transfer Facility, within one month from the end of each half year, i.e., by 30^th April and 30^th October. Further, the said compliance certificate must be as per regulation 7 (3) of the SEBI (Listing Obligations and Disclosure Requirements) 2015.

Filing of Investor Complaints

Next Annual Compliance for a Listed Company is to file Investor Complaints or the Mechanism for Grievance Redressal on a quarterly basis under Rule 13 (3) of the SEBI (Listing Obligations and Disclosure Requirements) 2015.Further, the same must be filed within a period of 21 days, starting from the end of each quarter, i.e., 21^st January, 21^st April, 21^st July, and 21^st October.

Payment of Listing and Other Charges

As per the next annual compliance for a Listed Company, a company needs to file the listing fee and miscellaneous charges on an annual basis as per Rule 14 of the SEBI (Listing Obligations and Disclosure Requirements) 2015.Further, all the charges and fees imposed must be paid by the company with thefirst month from the end of each financial year, i.e., by 30^th April.

Disclosures concerning Related Party Transactions

Every listed company needs to disclose all the transactions concerning related party on a Half Yearly basis. Further, such transaction will be disclosed under the provisions of Rule 23 (9) of the SEBI (Listing Obligations and Disclosure Requirements) 2015.  Moreover, such a disclosure must be made within 30 days, starting from the date of publication of the consolidated and standalone financial results for each half year.

Filing of Annual Secretarial Compliance Report

As per the next annual compliance for a Listed Company, a company needs to file the report of Annual Secretarial Compliance based on section 24 A of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, such a filing will be done on an annual basis within a period of 60 days from the end of each financial year, i.e., by 30^th May.

Declaration for Compliance with the Code of Conduct

All the directors of a listed company need to file declaration concerningCompliance with the Code of Conductunder Rule 26 (3) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, such a declaration must be filed at 1^st BM (Board Meeting) in every financial year.

Report concerning Corporate Governance

The directors of a listed company need to file a report concerning Corporate Governance with SEBI on a quarterly basis as per Rule 27 (2) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, the said report must be filed within a period of 15 days from the end of each quarter, i.e., (15^th Jan, 15^th April, 15^th July, and 15^th Oct).

Details concerning Shareholding Pattern

Based on Rule 31 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) 2015, the directors of a listed private company needs to file details of the shareholding pattern within a period of 21 days from the end of each quarter, i.e., 21^st Jan, 21^st April, 21^st July, and 21^st Oct.

However, if in case the entities that have listed their shares and securities on SME (Small and Medium) Exchange will need to file the declaration within 21 days from the end of each half year, i.e., 21^st April and 21^st October.

Statement concerning Deviation or Variation

As per rule 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) 2015, a listed company needs to file a statement concerning Deviation or Variation till the time the objective for which the proceeds were raised is fully achieved.

Submission of the Quarterly Financial Results together with Limited Review Report

The directors of a listed company need to file a report concerning financial results, together with Limited Review Report on a quarterly basis as per Rule 33 (3) (a) and (b) of the SEBI (Listing Obligations and Disclosure Requirements) 2015.Further, such a report must be furnished within 45 days, starting from the end of each quarter, i.e., 15^th Feb, 15^th May, 15^th Aug, and 15^th Nov).

Submission of the Quarterly Financial Results together with Auditors Report

The directors of a listed company need to file a report concerning financial results, together with Auditors Report on an annual basis as per Rule 33 (3) (d) and (e) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, such a report must be furnished within 60 days, starting from the end of each half year, i.e., 30^th May of every year.

Submission of the Statement concerning Assets and Liabilities & Cash Flow Statement

All the directors of a listed private company need to furnish the statement concerning Assets and Liabilities and Cash Flow on a half yearly basis under Rule 33 (3) (f) and (g) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, such a statement must be submitted within 45 days, starting from the end of the financial year.

Submission of Annual Report

It is mandatory for the directors of the company to submit the Annual Report under Rule 34 (1) (a), 34 (2) (f), 36 (2), and 43 (a) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, such a report must be submitted not less than 21 days prior to the holding of AGM (Annual General Meeting).

Filing of Changes in Annual Report

The directors of a listed company need to file all the changes in the Annual Report as per Rule 34 (1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) 2015. Further, such changes are required to be filed on an annual basis and not later than 48 hours after AGM.

Filing of Certificate from Practicing Company Secretary

Every listed company needs to file the certificate obtained from the Practicing Company Secretary on Half Yearly basis under Rule 40 (9) and 40 (10) of the SEBI (Listing Obligations and Disclosure Requirements) 2015, within a period of one month from the end of each half year, i.e., 30^th April and 30^th October.

Furnishing of Voting Results to Stock Exchange

As per Rule 44 (3) of the SEBI (Listing Obligations and Disclosure Requirements) 2015, every listed company needs to furnish the voting results to the recognized stock exchange, on an annual basis, within 48 hours from the end of the Board Meeting.

Publication of Financial Results in Newspaper

Within 48 hours from the conclusion of the Board Meeting, every listed company needs to publish the financial results in the Newspaper as per Rule 47 (1) (b) and 47 (3) and (4) of the SEBI (Listing Obligations and Disclosure Requirements) 2015.

Reconciliation of the Report of Share Capital Audit

All the Directors of a Listed Company need to reconcile the report of Share Capital Audit on a quarterly basis as per Rule 76 (1) of the SEBI (Depositories and Participants) Regulations 2018. Further, such a report must be filed within a period of 30 days from the end of each quarter, i.e., by 30^th January, 30^th April, 30^th July, 30^th October)

Disclosure concerning Aggregate Shareholding and Voting Rights Pattern in Target Company

Within 7 working days, from the end of each financial year, the directors of a listed company need to disclose the aggregate shareholding and voting rights pattern in the Target Company. The same will be based on Rule 30 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011.

Annual Disclosure of Encumbered Shares by Promoters

Within 7 working days, from the end of each financial year, the promoters of a listed company need to make an annual disclosure concerning encumbered shares. Further, the same will be based on Rule 31 (4) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 2011.

Initial and Annual Disclosure

Based on a circular issued by SEBI on 26.11.2018, a listed company needs to make initial disclosure within a period of 30 days from the beginning of the year and 45 days from the end of the financial year.

Conclusion

In a nutshell, any company who can list its shares on a recognized stock exchange to allow the general public to subscribe them, which will ultimately help the company in raising funds for its operations and management is known as Listed Company.

Further, these companies are governed by the provisions of the SEBI Act 1992, together with the rules made thereunder, such as SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, SEBI (Depositories and Participants) Regulations 2018, and the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

Moreover, it is mandatory for every listed company to comply with the annual compliance required by it otherwise, it will be held liable to pay hefty penalties and fines imposed by MCA.

Lastly, in case of any other confusion concerning Annual Compliance for a listed Company or any other matter concerned with it, reach out to Swarit Advisors, we have a team of skilled and proficient CAs and CAs, who are there to cater to all your problems.

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