Compliances of Listing
Agreement
Compliances
of listing agreement are divided into two categories i.e. Periodical
compliances and event based compliances.
A.
Periodical Compliances
The periodical compliances are further divided into Quarterly,
Half yearly and yearly compliances as under:-
1. Quarterly Compliances – June,
September, December, March Quarters
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Clause 35
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Shareholding pattern within 21 days of the end of each
quarter
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Clause 41
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Holding Board Meeting to approve Un-audited Quarterly
Financial Results.
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Clause 49
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Corporate governance report by compliance officer or the
chief Executive officer of the company to Stock exchange within 15 days of
the close of each quarter.
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Reconciliation Share Capital Audit
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SEBI Circular No.
CIR/MRD/DP/30/2010 dated September 06, 2010 require submission of Quarterly
Reconciliation of Share Capital Audit Report to Stock Exchange where company’s
shares are listed from Practicing company Secretary/ qualified CA within 30
days of the end of each quarter.
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2. Half yearly Compliances – half year
ended 30th September & 31st March
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Clause 47(c )
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Half yearly certificate about transfer of shares from
Practicing Company Secretary within 1 month of end of each half year.
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3.
Yearly
compliance
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Clause 16
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Advance notice to SE about closure of Transfer book/
Record date of at least 7 working days (Excluding the date of the intimation
and record date/ book closure start date)
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Regulation 30(1) and 30(2) of SEBI(SAST) Regulations 2011
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In terms of Regulation 30(1) and 30(2) of SEBI (substantial
Acquisition of shares & takeovers) Regulation 2011, every listed company
shall with 7 days from the financial year ending March 31 make yearly
disclosure to SE giving details of persons holding more than 25% shares/
voting rights.
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Clause 31
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Submit 6 copies of annual Report to SE as soon as they
are issued.
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Assumptions for
Periodical Compliances calendar
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Board Meeting (BM) for the 1st Quarter from 1st
April to 30th June
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-
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On 15th August
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Board Meeting (BM) for the 2nd Quarter from 1st
July to 30th September
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-
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On 15th November
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Board Meeting (BM) for the 3rd Quarter from 1st October to 31th
December
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-
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On 15th February
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Board Meeting (BM) for the 4th Quarter from 1st January to 31th
March
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-
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On 30th May
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Annual General Meeting
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-
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On 30th September
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Compliance calendar
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Sr. No.
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Particulars of
Compliance
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Clause of LA
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Due Date
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1
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Yearly disclosure by company regarding persons who hold
more than 25% shares/ voting rights and also holding of promoters or persons
having control over the company as on financial year ending 31st
March
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Regulation 30(1) and 30(2) of SEBI(SAST)
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7th April
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2
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Corporate governance Report by Compliance Officer or the
chief Executive Officer of the company to SE within 15 days of close of 4th
Quarter
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49
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15th April
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3
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File shareholding pattern in prescribed format
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35
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21st April
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4
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Reconciliation of Share capital Audit from Practicing CS
to stock exchange for the 4th quarter
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SEBI Circular dated Sept. 06 2010
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30th April
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5
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Payment of Annual listing fees
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38
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30th April
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6
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Submit certificate obtained from Practicing CS certifying
that all certificates have been issued within one month of lodgment for
transfer, sub-division etc. for the half year ended 31st March
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47(C )
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30th April
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7
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Notice to Stock Exchange (SE) for holding Board Meeting (BM)
to approve Audited Financial Result (AFR) for the quarter ended 31st
March. Give press release for the same. *
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41
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22nd May
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8
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Publication of Notice in 2 Newspaper (one English
Language circulating in substantially whole of India and in one Regional
Language newspaper of the State in which Registered Office of the company is
situated)
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41
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22nd May
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9
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To hold Board Meeting for approval of Audited Financial
Results
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41
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30th May
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10
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Approved AFR to be submitted to SE within 15 Minute of
conclusion of the BM
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41
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30th May
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11
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publish approved AFR within 48 hour of BM
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41
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1st June
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12
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For 1st
quarter ended 30th June
Corporate governance Report by Compliance Officer or the
chief Executive Officer of the company to SE within 15 days of close of 4th
Quarter
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49
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15th July
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13
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File shareholding pattern in prescribed format
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35
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21st July
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14
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Reconciliation of Share capital Audit from Practicing CS
to stock exchange for the 4th quarter
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SEBI Circular dated Sept. 06 2010
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30th July
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15
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Notice to SE for holding BM to approve UAFR (unaudited
Financial Result) for the 1st quarter
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41
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7th August
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16
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Publication of Notice in 2 Newspapers
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41
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7th August
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17
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To hold BM for approval of UAFR
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41
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15th August
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18
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Approved UAFR to be submitted to SE within 5 minutes of
conclusion BM
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41
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15th August
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19
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Submit copy of Limited Review Report (LRR) by the
statutory Auditors for the 1st Quarter to be submitted to SE
within 45 days of Quarter end
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41
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15th August
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20
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Publish approved UAFR within 48 hours of BM
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41
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16th August
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21
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For 2nd
quarter ended 30th Sept &AGM
6 copies of Annual
report to SE**
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31
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7th Sept.
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22
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Supply copy of Annual report to each Shareholder ***
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32
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7th Sept.
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23
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Notice of Closure of Transfer Book/ Record date before 7
clear days from the date of Book Closure/ Record date ****
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16
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15th Sept.
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24
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Hold the Annual General Meeting
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-
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30th Sept.
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25
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Submit to SE details of the voting result of AGM within
48 hour of its conclusion
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35 A
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1st Oct.
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26
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Corporate Governance Report by Compliance Officer or the
chief Executive Officer of the company to SE within 15 days of close of 2nd
Quarter
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49
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15th Oct.
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27
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File shareholding pattern in prescribed format
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35
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21st Oct
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28
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Submit certificate obtained from Practicing CS certifying
that all certificates have been issued within one month of lodgment for
transfer, sub-division etc. for the half year ended 30th Sept.
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47(C )
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30th Oct
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29
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Reconciliation of Share capital Audit from Practicing CS
to stock exchange for the 2nd quarter
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SEBI Circular Sept.
06, 2010
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30th Oct
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30
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Notice to SE for holding BM to approve UAFR (unaudited
Financial Result) for the 2nd quarter
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41
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7th Nov
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31
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Publication of Notice in 2 Newspapers
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41
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7th Nov
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32
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To hold BM for approval of UAFR
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41
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15th Nov
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33
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Approved UAFR to be submitted to SE within 5 minutes of
conclusion BM
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41
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15th Nov
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34
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Submit copy of Limited Review Report (LRR) by the
statutory Auditors for the 2nd Quarter to be submitted to SE
within 45 days of Quarter end
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41
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15th Nov
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35
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Publish approved UAFR within 48 hours of BM
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41
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16th Nov
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36
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For 3rd
quarter ended 31st December
Corporate governance Report by Compliance Officer or the
chief Executive Officer of the company to SE within 15 days of close of
3rd Quarter
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49
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15th Jan
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37
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File shareholding pattern in prescribed format
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35
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21st Jan
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38
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Reconciliation of Share capital Audit from Practicing CS
to stock exchange for the 3rd quarter
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SEBI Circular Sept.
06, 2010
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30th Jan
|
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39
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Notice to SE for holding BM to approve UAFR (unaudited
Financial Result) for the 3rd
quarter
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41
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7th Feb
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40
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Publication of Notice in 2 Newspapers
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41
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7th Feb
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41
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To hold BM for approval of UAFR
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41
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15th Feb
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42
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Approved UAFR to be submitted to SE within 5 minutes of
conclusion BM
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41
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15th Feb
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43
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Submit copy of Limited Review Report (LRR) by the
statutory Auditors for the 3rd
Quarter to be submitted to SE within 45 days of Quarter end
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41
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15th Feb
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44
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Publish approved UAFR within 48 hours of BM
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41
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16th Feb
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*SEBI vide its circular
dated 5th October,2011 has amended clause 41 of the listing
Agreement asking Companies to supply submit audited financial results for the
entire financial year, within 60 days of the end of the financial year. The
company shall also submit the audited financial results in respect of the last
quarter the result for the entire
financial year, with a note that the figure of last quarter are the balancing
figure between audited figure in respect of the full financial year to date
figure in respect of the full financial year.
** There is no specific time limit prescribed in clause 31 to
forward copies of Annual Report as it simply says ’forward promptly’. However, provisions of the
Companies Act, 2013 require that at least 21 days’ notice (exclusive of the day
of service and the day of meeting) should be given to members to call a General
meeting (AGM/EGM). Hence 21 clear day’s period taken into consideration.
*** There is no specific time limit prescribed in clause 32 to
supply copies of Annual Report to each shareholder. However provisions of the
Companies Act, 2013, provides that every company is require to send to its
members copies of Annual Report not less than 21 days before the date of
meeting at which the same would be laid for adoption. Hence 21 clear day’s
period taken into consideration.
Moreover, SEBI vide circular dated 5th December, 2011
has amended clause 32 of the listing Agreement asking companies to supply (i)
soft copy of full annual report to all those shareholders who have registered
their email address for the purpose, (ii) hard copy of abridged annual reports
to other and (iii) hard copy of full annual reports to those shareholders, who
request for the same.
****it has been assumed that book closure date will commence
from 23rd September.
B.
Event Based Compliances
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Sr. No.
|
Clause No. of LA
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Particulars of
Compliances
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Advance Notice/
Intimation
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1
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19
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Prior intimation to SE about BM having agenda of Buy
back, Dividend, Right Issue etc.
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2 Days
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2
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19
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Simultaneous notice to SE in case the proposal for declaration
of bonus is communicated to its Board of directors as part of the agenda of
BM
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Simultaneous notice
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3
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20
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Intimation by fax/ email detail of Dividend, cash bonus,
buyback etc.
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Within 15 minutes after conclusion of BM
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4
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22
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Intimate by fax details of alteration in capital,
increase in share capital, reissue of forfeited shares etc.
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Within 15 minutes after conclusion of BM
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5
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24
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File copy of scheme/ petition proposed to be filed before
any court under section 391/394 & 101 of companies Act 1956
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1 month before it is presented to the Court or tribunal
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6
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29
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Notify promptly SE about any proposed change in the
general character or nature of its
business
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Notify promptly
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7
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30
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Notify change in board of directors, MD, Auditors etc.
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Immediately after change
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8
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31
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Copy of proceedings of AGM/EGM
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As early as possible after AGM/EGM
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9
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33
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File 6 copies of amended AOA & MOA
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As soon as changes in MOM & AOA approved at the GM
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10
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36
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Intimate of event/ happening having important bearings and which are
likely to materially affect the financial performance of the company and its
stock prices like strikes, lock-outs, closure of units for any reason,
disruption of operation due to natural calamity, litigation/ dispute having
material impact. Any price sensitive information like acquisition, merger,
amalgamation, delisting, share forfeiture etc
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Immediately on occurrence and after cessation of
such events
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11
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47
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Submit copy of MOU executed with RTA
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Within 48 hours of execution of MOU
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12
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53
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Notify SE upon entering into agreement
with media companies and/ or their associates
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Immediately upon entering such
agreement
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Thanks
CS Nikhil Kalra
csnikhilkalra@gmail.com
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