Compliance Calendar for Listed Companies – Companies Act | SEBI Laws

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compliance calendar for listed companies

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 Compliance with SEBI (Prohibition of Insider Trading) Regulations, ensuring that insiders do not trade based on unpublished price-sensitive information.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.

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2. Compliance Calendar for Listed Companies

2.1 Compliances under the Companies Act 2013

Applicable Law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority
Companies Act, 2013 Section 10A

 

Declaration of commencement of business Within 180 Days from the incorporation date Within 180 Days from the incorporation date INC-20A ROC
Section 89(6)

 

Intimation of declaration received under Section 89 Within 30 days from the receipt of the declaration by the company Within 30 days from the receipt of the declaration by the company MGT-6 ROC
Section 90(4) Intimation of declaration received under Section 90 Within 30 days from the receipt of the declaration by the company Within 30 days from the receipt of the declaration by the company BEN-2 ROC
Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 Directors’ KYC by every Individual  who holds a DIN  Within 6 months from the end of the financial year 30th September DIR-3 KYC ROC
Section 139 Intimation regarding the appointment of Statutory Auditor Within 15 days of the appointment of an auditor Within 15 days of the appointment of an auditor  ADT-1 ROC
Section 139(6) Notice to the Registrar for appointment of First Statutory Auditor Appoint within 30 days from the incorporation date Within 30 days from the incorporation date ADT-1 ROC
Section 140 Intimation regarding the resignation of the Statutory Auditor Within 30 days from the date of the resignation Within 30 days from the date of the resignation ADT-3 ROC
Section 117 Filing of Resolution and agreements as specified in Section 117 (3) Within 30 days of the passing of the resolution/entering into agreement Within 30 days of the passing of the resolution/entering into an agreement  MGT-14 ROC
Section 179 (3) (g) Adoption of Financials and Director Report

 

Within 30 days of the Board Meeting approving the Financial Statement and Board Report Within 30 days of the Board Meeting approving the Financial Statement  MGT-14 ROC
Section 12 Intimation of Change in the Registered Office Within 30 days of the change of the address Within 30 days of the change of the address INC-22 ROC
Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014 Reconciliation of Share Capital Audit Report (Half-Yearly) Within 60 days from the conclusion of each half year. 30th May (For Oct-Mar)

29th November (For April-Sep)

PAS-6 ROC
Order dated 22 January 2019 issued under Section 405 Return in respect of outstanding payments to Micro or Small Enterprise Within 1 month from the conclusion of each half year 31st October (For April-Sep)

30th April (For Oct-Mar)

MSME-1 ROC
Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 Statement of unclaimed and unpaid amounts as specified in section 125 Within a period of 60 days after the holding of AGM Within a period of 60 days after the holding of AGM IEPF-2 IEPFA
Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 Return of deposit or particulars of transaction not considered as deposit or both On or before 30th  June  of every year 30th June DPT-3 ROC
Section 137  Filing of annual accounts 30 days from the date of the AGM Within 30 days from the date of the AGM AOC-4 XBRL ROC
Section 92 Filing of annual return To be filed within 60 days from the conclusion of AGM Within 60 days from the date of the AGM E-Form MGT -7 ROC
 

 

 

Section 184 Disclosure of Interest by Director 1st Board Meeting AND whenever there is a change in the disclosures already made 1st Board Meeting AND whenever there is a change in the disclosures already made MBP-1 NA, as the Director concerned, is required to disclose this to the Company
Section 121 Report on Annual General Meeting Within 30 days from the date of AGM Within 30 days from the date of the AGM MGT-15 ROC

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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

Regulation Compliance Timeline Due Date
Q1 Ending June Q2 Ending September Q3 Ending December Q4 Ending March
Regulation 31(1)(b) Disclosure of Shareholding Pattern Within the 21st day from the end of the quarter By 21st July By 21st October By 21st January By 21st April
Regulation 27(2)(a)  Corporate Governance Report Within 21 days from the end of the quarter By 21st July By 21st October By 21st January By 21st April
Regulation 33(3)(a)  Financial Results along with Limited review report/Auditor’s report Within 45 days from the end of the quarter except last quarter By 14th August By 14th November By 14th February By 30th May
Regulation 13(3) Statement of Grievance Redressal Mechanism Within 21 days from the end of the quarter By 21st July By 21st October By 21st January By 21st April
Regulation 32(1) read with Circular No. CIR/CFD/CMD1/162/2019, DATED 24-12-2019 Statement of deviation(s) or variation(s)

 

Within 45/60 days from the end of the quarter By 14th August By 14th November By 14th February By 30th May

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

Regulation Compliance Timeline Due Date
Half-yearly Ending September Half-yearly Ending March
Regulation 23 (9) Disclosures of related party transactions The listed entity shall make such disclosures every 6 months within 15 days from the date of publication of its standalone and consolidated financial results

The listed entity shall also make such disclosures every 6 months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023

Within 15 days of the publication of Financial results  Within 15 days of the publication of Financial results

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

Regulation

Compliance Timeline Due Date
Regulation 24A Secretarial Compliance Report within 60 days of the end of the financial year By 30th May every year
Regulation 26 (3)

 

Annual affirmations for compliance with the code of conduct At the 1st BM in every Financial Year At the 1st Board Meeting in every Financial Year
Regulation 7 (3)

 

Compliance certificate by the share transfer agent Within 30 days from the end of the financial year By 30th April
Regulation 14 Payment of listing fees & Other charges Within 1 month of the end of 31st March every year By 30th April
Regulation 33 (3) (d) Financial Results along with Auditor’s Report Within 60 days from the end of the financial year By 30th May every year
Regulation 34(1) Annual Report Not later than the day of commencement of dispatch to its shareholders Not less than 21 days before the AGM
Regulation 40 (10) Transfer or transmission or transposition of securities Within 30 days from the end of the financial year By 30th April
Circular No. SEBI/HO/DDHS/CIR/P/2018/144 Initial Disclosure requirements for large entities Within 30 days from the beginning of the FY By 30th April
 Circular No. SEBI/HO/DDHS/CIR/P/2018/144 Annual Disclosure requirements for large entities Within 45 days of the end of the FY By 15th May
Regulation 40 (9) Certificate from
Practicing Company Secretary
Within 30 days of the end of the financial year By 30th April
Regulation 44(3) Submission of Voting Results to Stock Exchange Within two working days of the conclusion of the General Meeting

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

Regulation

Compliance Timeline
Regulation 7(5) Intimation of appointment of Share Transfer Agent Within 7 days of the Agreement with RTA
Regulation 28 (1)  In-principal approval of recognised stock exchange(s) Before issuing securities
Regulation 29 (1) (b) to (f) and Regulation 29(2)

 

Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting, Bonus, etc. At least two working days in advance, excluding the date of the intimation and date of the meeting
Regulation 29 (1) (a) and Regulation 29(2) Prior intimation of Board meeting for Financial Results At least five days in advance (excluding the date of the intimation and date of the meeting)
Regulation 29(3) Prior intimation of
Board Meeting for alteration in nature of securities etc.
At least 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 the following:

(a) 30 minutes from the closure of the meeting of the board of directors in which the decision pertaining to the event or information has been taken

(b) the 12 hours from the  the occurrence of the event or information if it originates from within the listed entity

(c) 24 hours from occurrence of the event or information, if it does not originates from within the listed entity

Regulation 30 (11) Top listed entities to verify market rumours Top 100 listed entities) and thereafter the Top 250 listed entities with effect from the date as may be specified by the Board shall confirm, deny or clarify any reported event or information in the mainstream media that rumours of an impending specific material event or information as soon as reasonably possible and not later than 24 hours from the reporting of the event or information
Regulation 31(1)(a) Shareholding Pattern prior to listing of securities One day prior to the 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 an observation letter or No-objection letter from the stock exchange(s) before filing the scheme with any court or tribunal
Regulation 39(3) Loss of share certificates and issue of the duplicate certificates Within two days of getting the information
Regulation 44(3) Voting Results Within two working days of the conclusion of the General Meeting
Regulation 45(3) Change in name A Certificate from the Practicing CA is to be annexed in the explanatory statement to the notice seeking shareholder’s approval for change in name. The certificate shall state that all compliances with regard to the change in name of the listed entity have been complied with
Regulation 46 Website The listed entity shall maintain a functional website containing the basic information about the listed entity

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

Regulation Compliance Timeline Due Date
Regulation 76 Reconciliation of Shares and Capital Audit Within 30 days from the end of quarter By 30th July/October/January/April
Regulation 74 (5) Processing of Demat requests form by Issuer/RTAs Within 15 days from the end of each quarter By 15th July/October/January/ April

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

Regulation

Compliance Timeline Due Date Reporting Authority
Regulation 31(1) read with Regulation 31(3) The promoter of every target company, along with persons acting in concert, shall disclose details of shares in such target company encumbered (except where such encumbrance is undertaken in a depository) within 7 working days from the creation or invocation or release of encumbrance Within 7 working days from the creation or invocation or release of encumbrance
  • Every Stock Exchange where the shares of the target company are listed and
  • the target company at its registered office

 

Regulation 31(2) read with Regulation 31(3) The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance (except where such encumbrance is undertaken in a depository) Within 7 working days from the creation or invocation or release of encumbrance Within 7 working days from the creation or invocation or release of encumbrance
  • Every Stock Exchange where the shares of the target company are listed and
  • the target company at its registered office

 

Regulation 31(4) read with Regulation 31(5) 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 within 7 working days from the end of each financial year within 7 working days from the end of each financial year
  • Every Stock Exchange where the shares of the target company are listed and
  • The Audit Committee of the target company

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

Regulation Compliance Timeline Due Date
Regulation 7(2) – Continual Disclosures

 

Every promoter, member of the promoter group, designated person and director of every company shall disclose to the company number of securities acquired or disposed, if the value of the securities traded, in a calendar quarter, exceeds traded value in excess of 10 Lac Within two trading days of receipt of the disclosure or from becoming aware of such information Within two trading days of receipt of the disclosure or from becoming aware of such information

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.

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