SEBI Compliances – Annex A
MCA/ ROC Compliances – Annex B
LLP Compliances – Annex C
Annexure A
KNOWLEDGE REPOSITORY SECTION OF WEBSITE
Mandatory Compliances for FY under SEBI Regulations
QUARTERLY COMPLIANCE | When to comply | |||
Regulation reference | For the quarter ended June | For the quarter ended September | For the quarter ended December | For the quarter ended March |
Regulation 31 (1) (b)- Shareholding Pattern | By 21-July | By 21-October | By 21-January | By 21-April |
27(2)(a) – Corporate Governance Report | By 21-July | By 21-October | By 21-January | By 21-April |
Regulation 33 (3) (a) – Financial Results along with Limited review report/ Auditor’s report | By 14-August | By 14-November | By 14-February | – |
Reconciliation of share capital audit report | By 30-July | By 30-October | By 30-January | By 30-April |
Regulation 13 (3) – Statement of Grievance Redressal Mechanism | By 21-July | By 21-October | By 21-January | By 21-April |
Regulation 32 (1) – Statement of deviation(s) or variation(s). | Along with financial results submission | |||
HALF YEARLY COMPLIANCE | |
Regulation reference | Timeline |
Regulation 23 (9) – Reporting/ Disclosure of Related Party Transactions | Within 30 days from the date of publishing of half yearly financial statements. |
ANNUAL COMPLIANCE | When to comply | |||
Regulation reference | (Considering April – March financial year) | |||
Regulation 7 (3) – Share Transfer Agent | By 30th April | |||
Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) | By 30th April | |||
Regulation 24A – Annual Secretarial Compliance Report | 30th May (Vide SEBI Circular dated 29th April, 2021, due date extended upto 30th June, 2021) | |||
Regulation 32 – Statement of Deviation/ Variation in use of fund raised | 15th May / 30th May (Along with filing of Financials) (Vide SEBI Circular dated 29th April, 2021, due date extended upto 30th June, 2021) | |||
Regulation 33 (3) (d) – Financial Results along with Auditor’s Report* | By 29-August | By 29-November | By 29-February | By 30-May |
*(Vide SEBI Circular dated 29th April, 2021, due date extended upto 30th June, 2021, for financials for the period ended 31st March, 2021) | ||||
Regulation 34(1) – Annual Report | Submission to the Stock Exchange on a day being not later than the day of commencement of dispatch to its shareholders’ | |||
Regulation 40 (10) – Transfer or transmission or transposition of securities | By 30th April | |||
Regulation 44 – Submission of Voting Results | Within two working days from the conclusion of General Meetings/ completion of postal ballot process | |||
Regulation 30 (1) and 30 (2) – SEBI (SAST) Regulations, 2011
- 30(1) Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.
- 30(2) The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified.
- The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working daysfrom the end of each financial year to;
- every stock exchange where the shares of the target company are listed; and
- the target company at its registered office.
Event Based Compliances for FY 2021-22
Regulation reference | When to comply |
Regulation 7(5) – Intimation of appointment of Share Transfer Agent | Within 7 days of Agreement with RTA |
Regulation 28 (1) – In-principle approval of recognized stock exchange(s) | Before issuing securities |
Regulation 29 (2) (b) to (f) – Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting, Bonus etc. | Atleast two working days in advance, excluding the date of the intimation and date of the meeting |
Regulation 29 (2) (a) – Prior intimation of Board meeting for Financial Results | Atleast five days in advance (excluding the date of the intimation and date of the meeting) |
Regulation 29(3) – Prior intimation of | Atleast 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 (except for the scheme of merger with wholly owned subsidiary) |
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 from conclusion of General Meeting |
Regulation 46 – Website | The listed entity shall maintain a functional website containing the basic information about the listed entity |
CORPORATE ACTIONS | |
Regulation 42 (2) – Record Date for dividend, bonus, rights etc. | The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date |
Regulation 42 (3) – Record Date | The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose. |
Regulation 42 (4) – Record Date | The listed entity shall ensure the time gap of at least thirty days between two record dates |
Regulation 42 (5) – Book Closure | For securities held in physical form, the listed entity may, announce dates of closure of its transfer books in place of record date. The listed entity shall ensure that there is a time gap of atleast thirty days between two dates of closure of its transfer books. |
Regulation 29(1) and 29(2) & Regulation 31(1) and 31(2) – SEBI (SAST) Regulations, 2011
Disclosure of acquisition and disposal.
- 29(1) Any acquirer who acquires shares or voting rights in a target company which taken together with shares or voting rights, if any, held by him and by persons acting in concert with him in such target company, aggregating to five per cent or more of the shares of such target company, shall disclose their aggregate shareholding and voting rights in such target company in such form as may be specified.
- 29(2) Any acquirer, who together with persons acting in concert with him, holds shares or voting rights entitling them to five per cent or more of the shares or voting rights in a target company, shall disclose every acquisition or disposal of shares of such target company representing two per cent or more of the shares or voting rights in such target company in such form as may be specified.
- 29(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within two working daysof the receipt of intimation of allotment of shares, or the acquisition of shares or voting rights in the target company to,—
- every stock exchange where the shares of the target company are listed; and
- the target company at its registered office.
Disclosure of encumbered shares.
- 31(1) The promoter of every target company shall disclose details of shares in such target company encumbered by him or by persons acting in concert with him in such form as may be specified.
- 31(2) The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance of shares in such form as may be specified.
- 31(3) The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working daysfrom the creation or invocation or release of encumbrance, as the case may be to,—
- every stock exchange where the shares of the target company are listed; and
- the target company at its registered office.
- 31(4) The promoter of every target company shall declare on a yearly basis that he, along with persons acting in concert, has not made any encumbrance, directly or indirectly, other than those already disclosed during the financial year.
- 31(5) The declaration required under sub-regulation (4) shall be made within seven working days from the end of each financial year to –
(a) every stock exchange where the shares of the target company are listed; and
(b) the audit committee of the target company
Disclosures under SEBI (Prohibition of Insider Trading) Regulations, 2015 pertaining to changes in shareholding of promoters and other designated employees of the Company.
- 6(2): Every person on appointment as a key managerial personnel or a director of the company or upon becoming a promoter or member of the promoter group shall disclose his holding of securities of the company as on the date of appointment or becoming a promoter, to the company within seven days of such appointment or becoming a promoter
- 7(1): Every promoter, member of the promoter group, designated person and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees or such other value as may be specified;
- 7(2): Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information.
- Clause 14 of Schedule B:
Designated persons shall be required to disclose names and Permanent Account Number or any other identifier authorized by law of the following persons to the company on an annual basis and as and when the information changes:
- a) immediate relatives
- b) persons with whom such designated person(s) shares a material financial relationship
- c) Phone, mobile and cell numbers which are used by them
In addition, the names of educational institutions from which designated persons have graduated and names of their past employers shall also be disclosed on a one-time basis.
“material financial relationship” shall mean a relationship in which one person is a recipient of any kind of payment such as by way of a loan or gift from a designated person during the immediately preceding twelve months, equivalent to at least 25% of the annual income of such designated person but shall exclude relationships in which the payment is based on arm’s length transactions.
Annexure B
Mandatory Compliances for FY under the Companies Act, 2013
Compliance Detail | Compliance Due Date | Effect of Non-Compliance |
Declaration of interest by every Director in form no MBP-1 (Section 184) | First meeting in the first quarter | Concerned Director vacates office automatically |
Declaration from directors that he/she is not disqualified under any of the provisions of the act and other applicable laws (Section 152 and 164) | First meeting in the first quarter | Concerned Director vacates office automatically |
Each and every Related Party Transactions/ Contract should be approved at duly held Board Meeting (Section 188) | First meeting in the first quarter | Transactions / Contract becomes void and concerned Director/employee is liable for fine upto Rs. 5.00 Lakh |
Filing of DIR-3 KYC (Rule 12A of The Companies (Appointment and Qualification of Directors) Rules, 2014 | 30th September | After Due date ROC Fees gets increased from Rs. Nil Rs. 5000/- |
Filing of MSME-1 (Half yearly Return) (Section 405) | 30th September | Penalty to the Company of Rs. 25,000 and its Directors upto Rs. 3.00 Lakh and imprisonment to the Directors upto 6 Months |
Filing of Annual Return of Deposits in Form DPT- 3 (Section 73 and Rule 16 of Acceptance of Deposits Rules 2014) | 30th September | Minimum Penalty to the Company Rs. 1.00 Crore or twice of the Deposits so accepted, whichever is lower, Maximum upto Rs. 10 Crores and For Directors, Minimum penalty upto Rs. 25 lakhs which may extend to Rs. 2.00 Crores |
Minutes of every meeting of Board/shareholders (Section 118) | Within 30 days from every Board Meeting or Shareholders Meeting | The company shall be liable to a penalty of twenty-five thousand rupees and every officer of the company who is in default shall be liable to a penalty of five thousand rupees as per Section 118 and Secretarial Standards issued by ICSI are mandatory now. |
Filing of MGT-7 (Annual Return) (Section 92) | 30th September | After due date Additional fees Rs. 100 per day is payable till the date of filing. As there is no cap on the penalty, the amount would increase over time |
Notice of holding AGM along with Audited Balance Sheet and Directors and Auditors Report (Section 101) | First week of September
(Earlier for listed entities to comply with relevant regulations) | For not giving proper notice accordance of the act. Company and every officer of the company who is in default shall be punishable with fine which may extend to ten thousand rupees and where the contravention is continuing one thousand rupees for every day after contravention continues |
Annual General Meeting of Shareholders of the company (Section 96) | Latest by 30th September
(Earlier for listed entities to comply with relevant regulations) | For not holding AGM on due date, the company and every officer of the company who is in default shall be punishable with Fine which may extend to one lakh rupees and in the case of a continuing default, with a further fine which may extend to five thousand rupees for every day during which such default continues. |
Filing of Form ADT-1 for the appointment of Auditors or Ratification of his Appointment if already appointed for two or more years (Section 139) | 15th October | For Delay in filing ADT-1 form ROC fees as per chart maximum upto twelve times of Normal fees |
Filing of Balance Sheet in Form AOC-4 (Section 137) | 30th October | Additional fees Rs. 100 per day after due date. Company and Every Director of the Company is liable for penalty of Rs. 1,000/- for every day during which the failure continues but which shall not be more than Rs. 10,00,000/- |
Filing of form DIR-12, if Company having additional Directors (Section 152) | 30th October | If not regularised the additional Director shall automatically vacate the office from the date of coming AGM |
Filing of MSME-1 (Half yearly Return) (Section 405) | 30th October | Penalty to the Company of Rs. 25000 and its Directors upto Rs. 3.00 Lakh and imprisonment to the Directors upto 6 Months |
Annexure C
Mandatory Compliances for FY under the LLP Act, 2008
Mandatory LLP Compliances | |||
1 | LLP Form 3 | The LLP agreement has to be mandatorily filed post LLP formation to the Registrar. | Within 30 days of the date of incorporation.
Additional fee for Late filing Rs. 100 per day. |
2 | Annual Return or Form 11 | Annual Return or Form 11 is a summary of an LLP’s Partners and indication of change in the management. Every LLP is required to file Annual Return in Form 11 to the Registrar within 60 days of the close of the financial year i.e. has to be filed on or before 30th May every year.
| Within 60 days of the close of the financial year (every year due date is 30th May).
Additional fee for Late filing Rs. 100 per day. |
3 | Statement of Account & Solvency (Form 8) | a) LLP must maintain proper books of account. The accounts may be on cash basis or accrual basis. | On or before 30th October every year (every year due date is 30th October).
Additional fee for Late filing Rs. 100 per day. |
4 | Form DIR-3 KYC |
| Due date 30th September
Additional fee for Late filing Rs. 5000 per DIN. |