A listed company refers to an entity that has any of its securities listed on any stock exchange. In other words, these entities are those listed and therefore traded on the recognized stock exchange. The stock exchange(s) has laid down various guidelines that a listed entity must fulfil in order to stay listed. This write-up briefs the mandatory SEBI compliances for listed company in India.
Advantages of Listed Company
Listed company rejoices the following benefits:
- The listed company can procure additional funding via the issuance of more stock.
- Bank credits are easily available to the listed company as compared to unlisted companies.
- The listed companies have the leverage in terms of grabbing the attention of hedge funds, mutual funds, institutional traders, and market makers.
- The listed companies foster stronger credibility in the marketplace, which further helps them improve their brand image.
Let’s proceed to next section that talks about the SEBI compliances for listed company.
A Brief Overview on SEBI Compliance for Listed company in India
The following provisions regulate listed companies:
- Companies Act, 2013
- SEBI (listing obligations & disclosure requirements) regulations, 2015
Annual based SEBI compliances for listed company
|1.||Regulation 24A||Listed equity company & incorporated subsidiaries in India shall conduct a secretarial audit (in XBRL as well)||Within sixty days of end of FY|
|2.||Regulation 34||The Listed company must furnish to the stock exchange and share on its web portal a copy of annual report sent to the shareholders along with the notification of AGM not later than the day of starting of dispatch to the concerned shareholders. The Business Responsibility and Sustainability Report shall be applicable to the top 1000 companies (ranked on the basis of market capatalization), for reporting voluntarily for FY 2021-22 and mandatorily from FY 2022-23 Further in accordance with Regulation 43A, the top 500 listed companies (calculated as on March 31 of every FY) shall set out a dividend distribution policy required for disclosing annual reports on their web portals.||Not later than the day of commencement of dispatch of its concerned shareholders & not less than 12 days prior to AGM|
|3.||Regulation 44||Submission of voting outcomes||Within 48 hours of completion of General meeting|
|4.||SEBI LCB Circular||Annual Disclosure relating to incremental borrowing by Large Corporate Borrower||Within 45 days from end of FY|
|5.||SEBI LCB Circular||Initial Disclosure relating to classification as large corporate borrower||30 days from end of FY|
|6.||SEBI LCB Circular||Annual Disclosure relating to incremental borrowing by Large Corporate Borrower||45 days from end of FY|
1. Annual disclosure pertaining to shareholding as per Regulation 30- Within seven day of completion of FY.
2. Annual confirmation relating to encumbrance under SAST Regulations-Regulation 31(4)-Within seven working day of completion of F.Y.
General SEBI Compliances for Listed company
|1.||Regulation 7||Informing authority about the appointment of New Share Transfer Agent||Intimidation shall be done within seven days of entering into the agreement with Regional Trade Agreement|
|2.||Regulation 14||Listing fees & Others charges||Within due dates in the way advised by the Boards of SEBI|
|3.||Regulation 29||Notification for Board Meeting for making decision on the prescribed matters||Giving prior information at least two working days for Voluntary delisting, Buyback of securities, Declaration / recommendation of dividend, Fund raising, issue of convertible securities. And in case authentication of financial statements, intimation may be shared at 5 clear days in advance|
|4.||Regulation 30||Outcome of Board Meeting||Within thirty minutes of completion of the meeting|
|5.||Regulation 30||The company must intimate to the stock exchange pertaining to the practical events which shall have an impact on the company’s performance as well as price sensitive information both at the instance of occurrence of the event & subsequently post cessation of the event. The listed company shall intimate stock exchange(s) about all the events as cited in Part A of Schedule III, or detail as promptly as possible as and not later than 24 hrs from the occurrence of event.|
|6.||Regulation 39(3)||Loss of share certificates & issuance of the duplicate ones||Within 2 days of getting the information|
|7.||Regulation 42||Notice relating to Record Date / Corporate Action||In advance In advance of at least seven funtional days (excluding the date of intimation and the record date) prior to the record date fixed, in case of certain corporate actions and at least five working days in the event the listed entity recommend / disclose all dividend & / or cash bonuses.|
|8.||Regulation 44||The listed entity shall furnish to the stock exchange, particulars regarding the voting outcomes in the specified format||Within 48 hours of conclusion of its board meeting.|
|9.||Regulation 46||Maintain Website of the company||To be updated within 2 working days|
|10.||Section 121 of the Companies Act, 2013||Report on AGM||30 days from AGM|
SEBI Takeover Regulations 2011 (Regulation 30(1) and 30(2))
30(1) Every individual, who together with individuals acting in concert with him, holds shares or voting rights vesting him with 25 per cent or more of voting right in a target entity, shall reveal their overall shareholding & voting rights as of the 31st day of March, in such target entity in such form as may be prescribed. 30(2).
The promoter of every target entity shall together with individuals acting in concert with him, reveal their overall shareholding and voting rights as of the 31st of March, in such target entity in such form as may be prescribed. This disclosures needed under sub-regulation (1) & sub-regulations (2) should be made within 7 days from the completion of each FY to;
Every stock exchange where the target entity’s shares are listed; & the target entity at its office which is registered .
Regulation 7(2) – SEBI (Prohibition of Insider Trading) Regulations, 2015.
7 (2) Continual Disclosures :
(a). Every promoter, director, and employee of every listed entity shall disclose to the entity the no of such securities procured or disposed of within 2 trading days of such transaction if the valuation of the securities traded, whether in one transaction or a array of transactions in a particular calendar quarter, aggregates to a traded valuation in excess of Rs 10 lakhs or such other valuation as may be prescribed;
(b).Every entity shall notify the detail of such trading to the stock exchange where the securities are listed within the duration of two trading days of receipt of the disclosure or from becoming accustomed to such information.
Half Yearly Compliance
|1.||Regulation 7(3)||The company which is listed must furnish a compliance certificate to the stock exchange, duly signed by both compliance officer of such a company and the authorized representative of the share transfer agent, wherever necessary, certifying overseeing physical & electronic transfer facility either owned or RTA as applicable.||Within the duratio of 1 month of end of each half of the financial year|
|2.||Regulation 40||Certification from Practicing CS relating transfer or transposition or transmission of securities.||Within the duration of 1 month of end of each half of the financial year|
Quarterly-based SEBI compliances for listed company Compliance
|1.||Regulation13(3)||The listed company must file with the concerned stock exchange(s) quarterly, a statement giving the no. of investor grievances due at the commencement of the quarter, those received during the quarter and those left unaddressed at the completion of the quarter.||Within 21 days from the completion of each quarter|
|2.||Regulation 27(2)(a)||The listed entity must furnish a quarterly compliance report relating to corporate governance. Moreover, it is imperative to note down that it shall not apply, in respect of- The listed company with paid-up equity share capital not surpassing Rs 10 crore and net worth not surpassing Rs 25 crore, as on the final day of the preceding FY. The listed company which has enlisted its certain securities on the SME Stock exchange.||Within 15 days from the completion of each quarter|
|3.||Regulation 31(1)(b)||The list company must furnish to the stock exchange(s) a declaration reflecting holding of securities & shareholding pattern individually for each securities’ class Provided that in case listed organizations which have listed their certain securities on SME exchange, the said statements shall be furnished on the half yearly basis within twenty one days from the completion of each such period.||Within 21 days from the completion of each quarter|
|4.||Regulation 33(3)(a)||The listed company must furnish quarterly & year-to-date standalone result of financial performance to the stock exchange along with Audit Report or limited review as applicable. Provided that if such an entity has subsidiaries, it shall, while furnishing yearly audited standalone financial as well as consolidated financial statement along with the audit report & statement on impact of audit qualifications (applicable for report of audit with modified opinion) Provided further that, in event of audit reports with unmodified opinion(s),the listed entity must furnish a declaration to that effect to the Stock Exchange(s) in addition to the annual audited financial results. For the purpose of this Financial outcome regulations, any reference to “quarterly/quarter” for listed company which has listed their certain securities on SME Exchange shall be respectively deemed as “half yearly”||Within 45 days from quarter end & in case of yeraly Financial outcome, within 60 days from closure of FY|
|5.||Regulation 74(5) of SEBI (DP) Regulations 2018||Compliance certificate on Demat/ Remat||Within fifteen days from the completion of each quarter|
|6.||Regulation 76 of SEBI (DP) Regulations, 2018||Reconciliation of Share Capital Audit Report||Within thirty days from the completion of each quarter|
|7.||Schedule B of PIT Regulations||Intimation of Trading Window Closure||From the completion of closure of quarter|
Listed companies in India are mandated to stay in line with SEBI compliances, or else penalties would be levied in case of default. SEBI compliances for listed companies govern broad aspects of the company, starting from disclosing the standalone result of financial performance to the facilitation of annual audited financial results to the declaration of New Share Transfer Agent. That is the detailed briefing on the SEBI compliances for listed company. Let us know if you seek more clarification on the same.
Read our Article:Annual Compliance of a Public Limited Company: Rules and Procedures