Compliance Calendar for Listed Companies – Companies Act | SEBI Laws

What are the Compliances for Listed Companies?

Listed companies, or those whose shares are traded on a stock exchange, face a complex regulatory environment with stringent compliance requirements designed to protect investors and ensure the integrity of the financial markets. Here’s an overview of key compliances for listed companies, primarily under the Companies Act, 2013, and regulations enforced by the Securities and Exchange Board of India (SEBI):

Listing Agreements:
– Listing Obligations and Disclosure Requirements (LODR): Compliance with SEBI (LODR) Regulations, 2015, which dictate detailed disclosure requirements, corporate governance norms, and other listing conditions.
Financial Disclosures:
– Quarterly, Half-Yearly, and Annual Financial Results: Timely disclosure of unaudited or audited financial results with detailed formats and specifics provided under LODR regulations.
– Annual Report: Submission of a comprehensive annual report including financial statements, director's report, auditor's report, and other mandatory details to the stock exchanges.
Corporate Governance:
– Board Composition: Maintenance of an optimum combination of executive and non-executive directors, including independent directors.
– Audit Committee: Constitution of an audit committee, nomination and remuneration committee, and stakeholders' relationship committee, among others.
– Meetings: Holding minimum numbers of board meetings and committee meetings as specified under the Companies Act and LODR.
Shareholding Patterns and Disclosures:
– Regular Disclosure of Shareholding Pattern: Quarterly disclosures to the stock exchanges regarding the breakdown of shareholding of the listed entity.
– Disclosure of Changes in Promoter Holdings: Immediate disclosure of any change in promoter holdings, along with reasons.
Insider Trading Regulations:
– Compliance with SEBI (Prohibition of Insider Trading) Regulations, ensuring that insiders do not trade based on unpublished price-sensitive information.
Substantial Acquisition of Shares and Takeovers:
– Compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, which includes disclosure of changes in shareholding when it crosses certain thresholds.
Event-Based Disclosures:
– Disclosure of all material events or information like mergers, acquisitions, change in the capital structure, revision in credit ratings, among others, within stipulated timelines as per LODR.
Compliance Officer:
– Appointment of a compliance officer to ensure compliance with securities laws and for redressal of investor grievances.
Investor Grievances:
– Redressal of investor complaints through an effective grievance handling mechanism.
Annual Compliance Certificate:
– Submission of an annual compliance certificate to the stock exchanges certifying adherence to all norms of listing agreements.
Corporate Social Responsibility (CSR):
– Listed companies meeting specific financial criteria are required to formulate a CSR policy and ensure that a certain percentage of their profits is spent on CSR activities.

Compliance for listed companies is rigorous, given their potential impact on a wider section of the public and the economy. Regular audits and reviews by external agencies, and active monitoring by regulatory bodies, ensure that these companies adhere to the highest standards of disclosure and transparency.

By Taxmann’s Advisory and Research Team | Corporate Laws

Table of Contents

1. Introduction
2. Compliance Calendar for Listed Companies

1. Introduction

With the introduction of the Companies Act, 2013, in 2014, the compliance burden of every Company has increased substantially irrespective of its nature, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company, or One-Person Company (OPC).

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any non-compliance on the part of companies often results in heavy penalties. It is a good practice to track the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act 2013, various compliances must be done on a time-to-time basis. For a better understanding of the same, we have categorised the various Compliances on the following basis:

• Event-based Compliance: Compliance is to be done upon the occurrence or happening of a certain event, like filing E-form INC-22 upon shifting the company’s registered office.
• Time-based Compliance: Compliances are to be done on an annual, half-yearly, and quarterly basis, like the Filing of E-form AOC-4 and MGT-7.
• Specific Criteria-Based Compliance: Some compliances are based on paid-up share capital, turnover, or any other specific requirement, such as filing E-Form AOC-4 (XBRL) or appointing a Company Secretary.

In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:

• SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
• Compliances under SEBI (Depositories and Participants) Regulations, 2018
• Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011
• Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.

2. Compliance Calendar for Listed Companies

2.1 Compliances under the Companies Act 2013

2.2 Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2.2.1 Quarterly Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2.2.2 Half Yearly Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2.2.3 Annual Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2.2.4 Event Based Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

2.3 Compliances under SEBI (Depositories and Participants) Regulations, 2018

2.4 Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

2.5 Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

Dive Deeper
Compliance Calendar for Unlisted Public Companies
Compliance Calendar for Private Limited Companies
Compliance Calendar for Section 8 Companies
Compliance Calendar for One Person Company & Small Company
Compliances Based on Threshold Limits under the Companies Act, 2013

1. Earlier the SEBI vide Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/162, Dated 30.09.2023, extended the effective date of implementation on top 100 listed Companies to 01.02.2024. Further, the date of applicability on the top 250 listed companies shall be as decided by Board notified vide. Notification No. SEBI/LAD-NRO/GN/2023/155 dated 09.10.2023. Now, SEBI vide Circular No. SEBI/HO/AFD/AFD-SEC-2/P/CIR/2024/8, Dated 25.01.2024 has extended the effective date of implementation to 01st June, 2024 for top 100 listed entities and 01st December, 2024 for next top 250 listed entities.