Compliance of Listing Agreements - A Synopsis

Sumit Jaiswal , Last updated: 10 November 2012
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For preparing the ready reckoner, compliances have been divided into two categories i.e. Periodical compliances and Event based compliances.

[A] Periodical Compliances

The periodical compliances are further divided into quarterly, half yearly and yearly compliances as under:-

[1] Quarterly Compliances – June, September, December, March Quarters

Clause 35	Shareholding Pattern within 21 days of the end of each Quarter.
Clause 41	Holding Board Meeting to approve Un-audited Quarterly Financial Results.
Clause 49	Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of the close of each quarter.
Reconciliation of Share Capital Audit	SEBI Circular No. CIR/MRD/DP/30/2010 dated September 06, 2010 requires submission of Quarterly Reconciliation of Share Capital Audit Report to Stock Exchanges where company’s shares are listed, from Practising Company Secretary / qualified Chartered Accountant within 30 days of the end of each quarter.

[2] Half Yearly Compliances – Half year ended 30^th September & 31^st March

Clause 47(c)

Half Yearly Certificate about transfer of shares from practicing Company Secretary within 1 month of end of each half year.

[3] Yearly Compliance

Clause 16	Advance notice to SE about closure of Transfer Book/ Record date of at least 7 working days (Excluding the date of the intimation and record date/ book closure start date)
Regulation 30(1) and 30(2) of SEBI (SAST) Regulations 2011	In terms of Regulation 30(1) and 30(2) of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011, every listed company shall within 7 days from the financial year ending March 31, make yearly disclosure to SE giving details of persons holding more than 25% shares/voting rights.
Clause 31	Submit 6 Copies of Annual Report to SE as soon as they are issued.

Assumptions for Periodical Compliance Calendar

Board Meeting (BM) for the 1^st Quarter from 1^st April to 30^th June	-	on 15^th August
Board Meeting (BM) for the 2^nd Quarter from 1^st July to 30^th September	-	on 15^th November
Board Meeting (BM) for the 3^rd Quarter from 1^st Oct to 31^st December	-	on 15^th February
Board Meeting (BM) for the 4^th Quarter from 1^st Jan to 31^st March	-	on 30^th May
Annual General Meeting	-	on 30^th September

Compliance Calendar

Sl. No.	Particulars of Compliance	Clause of LA	Due Date
1	Yearly disclosure by the Company regarding persons who hold more than 25% shares / voting rights and also holding of promoters or persons having control over the company as on financial year ending 31^st March	Regulation 30(1) and 30(2) of SEBI(SAST)	7^th April
2	Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 4^th Quarter	49	15^th April
3	File Shareholding Pattern in the prescribed format	35	21^st April
4	Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 4^th Quarter end	SEBI Circular dated Sept. 06, 2010	30^th April
5	Payment of Annual Listing Fee	38	30^th April
6	Submit Certificate obtained from Practising Company Secretary certifying that all certificates have been issued within one month of lodgement for transfer, sub-division etc. for the half year ended 31^st March	47(c)	30^th April
7	Notice to Stock Exchange (SE) for holding Board Meeting (BM) to approve Audited Financial Results (AFR), for the financial year ended on 31^st March along with the AFR for the quarter ended 31^st March. Give press release for the same. *	41	22^nd May
8	Publication of Notice in 2 Newspapers (one English Language circulating in substantially whole of India and in one Regional Language newspaper of the State in which Registered Office of the Company is situated)	41	22^nd May
9	To hold Board Meeting for approval of Audited Financial Results	41	30^th May
10	Approved AFR to be submitted to SE within 15 minutes of conclusion of the BM	41	30^th May
11	Publish approved AFR within 48 hours of BM	41	1^st June
12	For 1^st Quarter ended 30^th June Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 1^st Quarter	49	15^th July
13	File Shareholding Pattern in the prescribed format	35	21^st July
14	Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 1^st Quarter	SEBI Circular dated Sept. 06, 2010	30^th July
15	Notice to SE for holding BM to approve UAFR (Un-audited Financial Results) for the 1^st Quarter	41	7^th August
16	Publication of Notice in 2 Newspapers	41	7^th August
17	To hold Board Meeting for approval of UAFR	41	15^th August
18	Approved UAFR to be submitted to SE within 15 minutes of conclusion of the BM	41	15^th August
19	Submit copy of Limited Review Report (LRR) by the Statutory Auditors for the 1^st Quarter to be submitted to SE within 45 days of Quarter end	41	15^th August
20	Publish approved UAFR within 48 hours of BM	41	16^th August
21	For 2^nd Quarter ended 30^th Sept & AGM 6 Copies of Annual Report to SE **	31	7^th Sept.
22	Supply copy of Annual Report to each Shareholder ***	32	7^th Sept.
23	Notice of Closure of Transfer Book / Record date before 7 clear days from the date of Book Closure / Record Date ****	16	15^th Sept.
24	Hold the Annual General Meeting	-	30^th Sept.
25	Submit to SE details of the voting result of AGM within 48 hours of its conclusion	35A	1^st Oct.
26	Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 2^nd Quarter	49	15^th Oct.
27	File Shareholding Pattern in the prescribed format	35	21^st Oct.
28	Submit Certificate obtained from Practising Company Secretary certifying that all certificates have been issued within one month of lodgement for transfer, sub-division etc. for the half year ended 30^th Sept.	47(c)	30^th Oct.
29	Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 2^nd Quarter	SEBI Circular dated Sept. 06, 2010	30^th Oct.
30	Notice to SE for holding BM to approve UAFR (Un-audited Financial Results) for the 2^nd Quarter	41	7^th Nov.
31	Publication of Notice in 2 Newspapers	41	7^th Nov.
32	To hold Board Meeting for approval of UAFR	41	15^th Nov.
33	Approved UAFR to be submitted to SE within 15 minutes of conclusion of the BM	41	15^th Nov.
34	Submit copy of Limited Review Report (LRR) by the Statutory Auditors for the 2^nd Quarter to be submitted to SE within 45 days of Quarter end	41	15^th Nov.
35	Publish approved UAFR within 48 hours of BM held	41	16^th Nov.
36	For 3^rd Quarter ended 31^st December Corporate Governance Report by Compliance Officer or the Chief Executive Officer of the Company to SE within 15 days of close of 3^rd Quarter	49	15^th Jan.
37	File Shareholding Pattern in the prescribed format	35	21^st Jan.
38	Reconciliation of Share Capital Audit from Practising Company Secretary to SE for the 3^rd Quarter	SEBI Circular dated Sept. 06, 2010	30^th Jan.
39	Notice to SE for holding BM to approve UAFR (Un-audited Financial Results) for the 3^rd Quarter	41	7^th Feb.
40	Publication of Notice in 2 Newspapers	41	7^th Feb.
41	To hold Board Meeting for approval of UAFR	41	15^th Feb.
42	Approved UAFR to be submitted to SE within 15 minutes of conclusion of the BM	41	15^th Feb.
43	Submit copy of Limited Review Report (LRR) by the Statutory Auditors for the 3^rd Quarter to be submitted to SE within 45 days of Quarter end	41	15^th Feb.
44	Publish approved UAFR within 48 hours of BM	41	16^th Feb.

* SEBI vide its circular dated 5^th October, 2011 has amended Clause 41 of the listing Agreement asking Companies to supply submit audited financial results for the entire financial year, within sixty days of the end of the financial year. The company shall also submit the audited financial results in respect of the last quarter alongwith the results for the entire financial year, with a note that the figures of last quarter are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the third quarter of the current financial year.

** There is no specific time limit prescribed in Clause 31 to forward copies of Annual Report as it simply says ‘forward promptly’. However, Section 171(1) of the Companies Act, 1956 requires that at least 21 days’ notice (exclusive of the day of service and the day of meeting) should be given to members to call a General Meeting (AGM/EGM). Hence 21 clear days period taken into consideration.

*** There is no specific time limit prescribed in Clause 32 to supply copies of Annual Report to each shareholder. However, section 219 of the Companies Act, 1956, provides that every company is required to send to its members, copies of Annual Report not less than 21 days before the date of meeting at which the same would be laid for adoption. Hence 21 clear days period taken into consideration.

Moreover, SEBI vide its circular dated 5^th December, 2011 has amended Clause 32 of the listing Agreement asking Companies to supply (i) soft copies of full annual reports to all those shareholders who have registered their email addresses for the purpose; (ii) hard copy of abridged annual reports to others and (iii) hard copies of full annual reports to those shareholders, who request for the same.

**** It has been assumed that Book Closure date will commence from 23^rd September.

[B] Event Based Compliances

Sl. No.	Clause No. of LA	Particulars of Compliance	Advance Notice / Intimation
1	19	Prior intimation to SE about BM having agenda of Buy back, Dividend, Right Issue etc.	2 Days
2	19	Simultaneous notice to SE in case the proposal for declaration of bonus is communicated to its Board of Directors as part of the agenda of BM	Simultaneous notice
3	20	Intimation by fax/e-mail details of Dividend, cash bonus, Buyback etc.	Within 15 minutes after conclusion of BM
4	22	Intimate by fax details of alteration in capital, increase in share capital, reissue of forfeited shares etc.	Within 15 minutes after conclusion of BM
5	24	File copy of Scheme / Petition proposed to be filed before any Court under section 391/394 & 101 of Companies Act, 1956	1 month before it is presented to the Court or Tribunal
6	29	Notify promptly SE about any proposed change in the general character or nature of its business	Notify promptly
7	30	Notify change in Board of directors, MD, Auditors etc.	Immediately after change
8	31	Copy of proceedings of AGM / EGM	As early as possible after AGM / EGM
9	33	File 6 copies of amended AOA & MOA	As soon as changes in MOA & AOA approved at the GM
10	36	Intimation of events / happenings having important bearings and which are likely to materially affect the financial performance of the Company and its stock prices like strikes, lock-outs, closure of units for any reason, disruption of operations due to natural calamity, litigation / dispute having material impact. Any price sensitive information like acquisition, merger, amalgamation, delisting, share forfeiture etc.	Immediately on occurrence and after cessation of such events
11	47	Submit copy of MOU executed with RTA	Within 48 hours of execution of MOU
12	53	Notify SE upon entering into agreements with media companies and/or their associates	Immediately upon entering such agreement.