Compliances Under Companies Act for Listed Companies
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- Last Updated on 21 November, 2024
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Compliances for Listed Companies include adherence to the Companies Act, 2013, and SEBI regulations. Key requirements include filing annual returns (MGT-7), financial statements (AOC-4 XBRL), and resolutions (MGT-14). Listed companies must comply with SEBI (LODR) regulations by submitting quarterly corporate governance reports, shareholding patterns, financial results, and related party transaction disclosures. Annual obligations include secretarial compliance reports, filing annual reports, and maintaining functional websites. Event-based compliances involve disclosures of material events, changes in directors, and shareholding patterns. Regular board and committee meetings, AGM reporting (MGT-15), and timely payment of listing fees ensure compliance and avoid penalties.
By Taxmann’s Advisory and Research Team | Corporate Laws
Table of Contents
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
| 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 12
|
Intimation of Change in the Registered Office | Within 30 days of the change of address | Within 30 days of the change of address | INC-22 | 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 | |
| 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 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 | |
| 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 137 | Filing of annual accounts | 30 days of the date of the AGM | Within 30 days of the date of the AGM | AOC-4 XBRL | ROC | |
| Section 139(1) | 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 | NA | NA | NA | |
| 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 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 | |
| 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 152 | Appointment or resignation of Director or Key Managerial Personnel (KMP) | Within 30 days of the Board meeting or general meeting as the case may be | Within 30 days of appointment or resignation | DIR-12 | ROC | |
| Section 152 read with Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014 | Disclosure of disqualifications under Section 164 | To be given at the time of the director’s appointment/reappointment and also at 1st board meeting of every Financial Year | To be given at the time of the director’s appointment/reappointment and also at 1st board meeting of every Financial Year | DIR-8 | 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 the AGM | Within 30 days from the date of the AGM | MGT-15 | ROC |
| Section 184 read with Rule 9(1) of the Companies (Meeting of Board and its powers) Rules, 2014 | 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 |
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 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 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 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 |
| 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 |
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 7(3) | Compliance certificate by the share transfer agent | Within 30 days from the end of the financial year | By 30th April |
| Regulation14
|
Payment of listing fees & Other charges | Within 1 month of the end of 31st March every year | By 30th April |
| 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 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 |
| 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 40(10) | Transfer or transmission or transposition of securities | Within 30 days from 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)(a) to (h)
|
Prior intimation of Board meeting for for Financial Results, Buyback, Dividend, Raising of Funds, Voluntary Delisting, Bonus,alteration in nature of securities etc. | At least two working days in advance, excluding the date of the intimation and date of the board meeting |
| 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 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 Board1 shall confirm, deny or clarify upon the material price movement as may be specified by the stock exchanges 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 trigger of the material price movement |
| 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 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 |
| Regulation 76 | Reconciliation of Shares and Capital Audit | Within 30 days from the end of quarter | By 30th 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 |
|
| 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 |
|
| 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 |
|
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
Compliances Under Companies Act for Unlisted Public Companies
Compliances Under Companies Act for Private Limited Companies
Compliances Under Companies Act for Section 8 Companies
Compliances Under Companies Act for One Person Company (OPC) and Small Company
Compliances Based on Threshold Limits Under Companies Act
- 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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