Compliances Under SEBI: The Securities and Exchange Board of India (“SEBI”) has recently introduced significant changes to the governance framework for listed companies through an amendment to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”).
The amendments were signalled by various consultation papers issued by SEBI over the last 6-9 months, including consultation papers on ‘Review of disclosure requirements for material events or information under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015’ and ‘Strengthening Corporate Governance at Listed Entities by Empowering Shareholders – Amendments to the SEBI (LODR) Regulations, 2015’.
The amendments are largely effective from July 14 and broadly seek to enforce higher disclosure and governance standards for listed entities. The changes materially alter key provisions of the LODR Regulations, including the: (i) disclosure framework, by inter alia introducing objective criteria for determining material events/ information, reducing the timeline for making disclosures and mandating additional disclosures (including with agreements binding listed entities and addressing market rumours), (ii) disclosure and approval requirements for special rights granted to shareholders, (iii) approval requirements for business transfer agreements undertaken outside the scheme of arrangement route, and (iv) validity of permanent board seats and timelines for filling vacancies of directors and KMPs.
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Compliances under SEBI(LODR) Regulations, 2015!
The listed entity which has listed securities shall make disclosures and abide by its obligation under these regulations, comply with corporate governance provisions as specified in chapter IV which shall be implemented in a manner to achieve the objectives of principles mentioned under these regulations.
| QUARTERLY COMPLIANCES | ||||||
| QUARTERLY COMPLIANCE | WHEN TO COMPLY | |||||
| Sr. No | REGULATION REFERENCE | TIMELINE | FOR THE QUARTER ENDED JUNE | FOR THE QUARTER ENDED SEPTEMBER | FOR THE QUARTER ENDED DECEMBER | FOR THE QUARTER ENDED MARCH |
| 1 | Regulation 13 (3) – Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter. | By 21- July | By 21- October | By 21- January | By 21- April |
| 2 | 27(2)(a) – Corporate Governance Report | Within 21 days from the end of the quarter. | By 21- July | By 21- October | By 21- January | By 21- April |
| 3 | Regulation 31 (1) (b)- Shareholding Pattern | Within 21 days from the end of the quarter | By 21- July | By 21- October | By 21- January | By 21- April |
| 4 | Regulation 32 (1) – Statement of deviation(s) or variation(s). | Within 45 days from the end of the quarter/Within 60 days from the end of the last quarter | By 14- August | By 14- November | By 14- February | By 30 May |
| 5 | Regulation 33 (3) (a) – Financial Results along with Limited review report/Auditor’s report | Within 45 days from the end of the quarter/Within 60 days from the end of the last quarter | By 14- August | By 14- November | By 14- February | By 30 May |
| 6 | Reconciliation of share capital audit report | Within 30 days from the end of the quarter. | By 30- July | By 30- October | By 30- January | By 30- April |
| HALF-YEARLY COMPLIANCE | ||
| Sr. No | REGULATION REFERENCE | TIMELINE |
| 1. | Disclosures of related party transactions | On the date of publication of standalone and consolidated financial results |
| ANNUAL COMPLIANCES | ||
| Sr. No | REGULATION REFERENCE | TIMELINE |
| 1 | Regulation 7 (3) – Share Transfer Agent | Within 30 days from the end of the financial year |
| 2 | Regulation 34(2)(f) – Business Responsibility and Sustainability Report (applicable to top 1000 listed entities) | Along with the Annual Report |
| 3 | Regulation 24A – Secretarial Compliance Report | within 60 days of the end of the financial year |
| 5 | Regulation 33 (3) (d) – Financial Results along with Auditor’s Report | Within 60 days from the end of the financial year |
| 6 | Regulation 34(1) – Annual Report | Not later than the day of commencement of dispatch to its shareholders. |
| 7 | Regulation 40 (10) – Transfer or transmission or transposition of securities | Within 30 days from the end of the financial year |
| 8 | Initial Disclosure requirements for large entities | Within 30 days from the beginning of the FY |
| 9 | Annual Disclosure requirements for large entities | Within 45 days of the end of the FY |
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