Annual Compliance Calendar
LISTED COMPANY
Dated: April 11, 2024,
Editorial No 899
BACKGROUND:
In this Flash editorial,
the author begins by referring to the provisions of the Companies Act, 2013
read with all the Amendment Acts and rules mentioned there till March, 2024.
As per the latest amendments, Companies requirements for the compliances
have been changed in comparison to the compliance requirement as on 01st
April 2014, when the Companies Act, 2013 came into effect.
After the commencement of the Companies Act, 2013 from 01stApril
2014, the Compliance requirement of the Companies have been increased like
MSME-1, BEN-2, Dematerialization of Shares, DPT-3 etc. Even no exemptions have
been granted to the Listed Companies under the Companies Act, 2013.
Meaning of Listed Company:
(52)
"listed company" means a Company which has any of its securities
listed on any recognised stock exchange.
Important Features of Listed Companies:
i.
All the shares
should be in Demat.
ii.
Provisions of
Secretarial Auditor shall be applicable on Listed Companies.
iii.
Loan to the
Directors and relative of the Directors are strictly prohibited.
iv.
Needs to
file MGT-14 for all the resolutions passed u/s 179(3).
v.
Provisions
of KMP, MD and WTD are Applicable on the Listed Companies.
vi.
Remuneration
to the Directors are restricted as per Section 197 of the Companies Act, 2013.
vii.
Independent
Directors are mandatory to appoint.
viii.
Women
Directors are mandatory to appoint.
ix.
CS are
mandatory to appoint
x.
CEO/ CFO
are mandatory to appoint.
ANNUAL COMPLIANCES FOR
|
S. No.
|
Forms
|
Section & Rules
|
Particular of Compliance
|
|
QUARTER – I - APRIL TO JUNE
|
|
1.
|
Receipt
of MBP-1
(DG)
|
184(1)
|
Form
MBP- 1
|
Every Director of the Company in First
Meeting of the Board of Director in each Financial Year shall disclose his
interest in other entities.
|
|
|
|
|
|
Every Director is required to submit
with the Company a fresh MBP-1, whenever there is a change in his interest
from the earlier given MBP-1.
MBP-1 is not required to file with
ROC.
|
|
2.
|
Receipt
of DIR- 8
(DG)
|
164(2)
143(3)(g)
|
Form
DIR - 8
|
Every Director of the Company in each
Financial Year will submit with the Company disclosure of
non-disqualification.
|
|
3.
|
Half
Yearly Return
(DG)
|
Section
405
|
MSME-1
|
Delay in the Payment to MSME Vendor: Company have to file this return
half-yearly in respect of pending payments to the MSME vendors as at end of
half -year. (only for payment pending for period more than half year)
· October
to March - 30th April
· April
to Sep – 31st October
|
|
4.
|
Yearly
Return
(June)
(DG)
|
Section
73
Rule 16
|
E-form
DPT-3
|
Return of Deposit: Company is required to file this form every year on or
before 30th June in respect of return of Deposit and Particulars not
considered as Deposit as on 31st March.
|
|
|
QUARTER – II - JULY TO SEPTEMBER
|
|
5.
|
Approval
of Financial Statement
(DG)
|
134
|
Preparation
and Approval of Financial Statement. The auditors’ report shall be attached
to every financial statement
|
|
Every Listed Company is required
prepare its Financial Statement in Extensible Business Reporting system.
|
|
6.
|
Directors’
Report
(DG)
|
134
|
Directors’ Report shall be prepared by
mentioning all the information required for the Company under Section 134
read with relevant rules and relevant provisions of other Acts.
|
|
It should be signed by the “Chairperson”
authorized by the Board, where he is not so authorized by at least 2
Directors one of them should be MD, if there is any.
|
|
7.
|
Secretarial
Audit
(DG)
|
Section
204
|
All the Listed Companies are required
to appoint a Practicing Company Secretary for Secretarial Audit by filing e-form MGT-14.
|
|
8.
|
Filing of
Resolution with ROC
(DG)
|
Section
117 read with 179
|
MGT-14
|
Public Company required filing this
form with the ROC within 30 days of the approval of the Directors’ Report and
the Financial Statement with ROC.
|
|
9.
|
Holding
of AGM
(DG)
|
96
|
Every company shall in each year hold
in addition to any other meetings, a general meeting as its annual general
meeting.
it shall be held within a period
of six months, from the date of closing of the financial year.
|
|
10.
|
Notice of
AGM
(DG)
|
101 &
SS-II
|
Every Notice of the Annual General
Meeting will be prepared as per Section 101 of the Companies Act 2013 and
Secretarial Standard – II.
Every Listed Company will give
e-voting facility.
|
|
11.
|
Circulation
of Notice of AGM
(DG)
|
101 &
SS
|
Notice of the Annual General Meeting
will be sent to all the :
·
Directors,
·
Members,
·
Auditors
·
Debenture
Trustees.
|
|
12.
|
Circulation
of Financial Statement &other relevant Dox
(DG)
|
136
|
Company will send to the members of
the Company approved Financial Statement, Directors’ Report and Auditors’
Report at least 21 clear days before the Annual General Meeting.
In case the AGM is called on the
shorter notice then above mentioned documents shall be circulated on such
shorter period.
For holding of the AGM on shorter
notice companies need to take the proper approvals as per the Act.
|
|
13.
|
Annual
Form
(DG)
|
Rule 12A
|
DIR-3 KYC
|
KYC of Directors: All the Directors of the Company shall file this form on or
before 30th September every year.
|
|
|
QUARTER – III - OCTOBER TO DECEMBER
|
|
14.
|
E- Forms-
Annual Form
(DG)
|
137
|
E-form:
AOC-4
|
Financial Statement: Company is required to file its Balance Sheet along with
the Statement of Profit and Loss Account, Cash flow statement, Directors’
Report and Auditors’ Report in this form within 30 days of holding of the
Annual General Meeting in XBRL Format.
|
|
|
Attachment:
XML file of XBRL and PDF File of Balance Sheet, Statement of Profit
& Loss Account, Cash Flow Statement, Directors’ Report, Auditors’ Report
and the Notice of the AGM.
|
|
15.
|
Report of
AGM
(DG)
|
121
|
MGT-15
|
Report on AGM:
Company shall prepare a Report on each
AGM and file same with ROC within 30 days of AGM.
|
|
16.
|
E- Forms
Filing Requirements
Annual
Form
(DG)
|
92
|
E-form:
MGT-7
|
Annual Return: Every Company will file its Annual Return within 60 days of
holding of the Annual General Meeting.
Annual Return will be for the period
from 1st April to 31st March.
Annual Return of Every Public Company
should be signed by a Company Secretary in employment.
|
|
17.
|
Certification
of Annual Return
(DG)
|
92
|
MGT-8
|
Listed Companies shall submit a Certificate from a Company Secretary in
Practice as an attachment to MGT-7.
|
|
|
QUARTER – IV - JANUARY TO MARCH
There is no mandatory compliance for this quarter under
Companies Act.
|
|
18.
|
Board
Meetings
(DG)
|
173 &
SS-I
|
Every Company shall hold a minimum number of FOUR meetings of its Board of
Directors every year in such a manner that maximum gap between two meetings
should not be more than 120 (One hundred twenty) days.
|
|
19.
|
Maintenance
of Statutory Registers
(DG)
|
88 and
other sections
|
Company will maintain the following mandatory Registers:
· Register of Director,
· Registers of Director Shareholding,
· Registers of Members
· Registers of Transfer
· Registers of Related Party transaction
etc
|
|
20.
|
Appointment
of Auditor
(DG)
|
139
|
E-form
ADT-1
|
The Auditor will be appointed for 5 (Five) years and form
ADT-1 will be filed for a 5-year appointment within 15 days of the Annual
General Meeting.
|
|
Above mentioned 20 (Twenty) Compliances are mandatory annual
compliances for the Listed Company.
Except above 20 (Twenty), there may be event-based compliances for
the Listed Company.
|
|
21.
|
E- Voting
(DG)
|
108
|
Voting Through Electronic Means:
It is mandatory for the Listed Company to provide e-voting
facility to the Shareholders.
|
|
22.
|
Postal
Ballot
(DG)
|
110
|
Voting Through Postal Ballot:
There are certain Items for which it is mandatory for the
Company to provide Postal Ballot Facility.
|
|
23.
|
Secretarial
Audit Report
(DG)
|
204
|
A Listed Company is required to get the Secretarial Audit
of the Company done a Practicing Company Secretary and a report in form of
MR-3 will be a part of the Directors’ Report.
|
|
24.
|
Internal
Auditor
(DG)
|
138
|
All the Listed Companies are required to appoint an
Internal Auditor by filing e-form
MGT-14.
|
|
25.
|
Audit
Committee
(DG)
|
177
|
A Listed Company is required to constitute its Audit
Committee and the meetings of the Committee will be as per Secretarial
Standard- I.
|
|
26.
|
Nomination
& Remuneration Committee
(DG)
|
178
|
A Listed Company is required to constitute its Nomination
& Remuneration Committee and the meetings of Committee will be as per
Secretarial Standard- I.
|
|
27.
|
Stake
Holder Relationship Committee
(DG)
|
178
|
A Listed Company is required to constitute its Stake Holder
Relationship Committee and the meetings of Committee will be as per
Secretarial Standard- I.
|
|
28.
|
Vigil
Mechanism
(DG)
|
178
|
A Listed Company is required to constitute a policy of
vigil mechanism.
|
|
Above mentioned 28 (Eight) Compliances are mandatory annual
compliances for the Listed Company.
Except above 28 (Twenty-Eight), there may be event-based compliances
Companies.
|
|
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|
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ANNUAL COMPLIANCES FOR
LISTED COMPANY – UNDER LODR:
|
HALF YEARLY COMPLIANCE
|
|
S. No.
|
Regulation
reference
|
Timeline
|
|
1
|
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 publication of
Financial results
|
|
ANNUAL COMPLIANCE
|
|
S. No.
|
Regulation
reference
|
Timeline
|
|
1.
|
Regulation 7 (3) - Share Transfer Agent –
Compliance Certificate
|
Within 30 days from the end of financial year
|
|
2.
|
Regulation 14 - Fees and other charges to be
paid to the recognized stock exchange(s)
|
Within one month from the end of March
31
|
|
3.
|
Regulation 24A - Secretarial Compliance Report
|
within 60 days from the end of the
financial year
|
|
4.
|
Regulation 26 (3) - Annual affirmations for compliance with code
of conduct -
|
At the 1st BM in every Financial Year
|
|
5.
|
Regulation 33 (3) (d) - Financial
Results along with the Auditor’s Report: Download Regulation
|
Within 60 days from the end of the
financial year
|
|
6.
|
Regulation 34(1) & 36(2) – Annual Report
|
Not later than the day of commencement
of the dispatch to its shareholders and not less than 21 days before the
Annual General Meeting
|
|
7.
|
Regulation 40 (10) - Transfer or transmission
or transposition of securities (process should be complete within 15 days of
receipt, provided there should be no
error in the documents)
|
Within 30 days from the end of the financial
year
|
|
8.
|
Circular No. SEBI/HO/DDHS/CIR/P/2018/144 - Initial Disclosure requirements for large
entities
|
Within 30 days from the beginning of the FY
|
|
9.
|
Circular No. SEBI/HO/DDHS/CIR/P/2018/144 - Annual Disclosure requirements for large
entities
|
Within 45 days of the end of the FY
|
|
10.
|
Regulation 40 (9) - Certificate from Practicing Company
Secretary.
|
Within 30 days of the end of the financial
year.
|
|
11.
|
Regulation 44(3) - Submission of Voting Results to Stock
Exchange
|
Within two working days of the conclusion of
General Meeting
|
|
Event
Based Compliance under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
|
|
S. No.
|
Regulation
reference
|
Timeline
|
|
1.
|
Regulation
7(5) - Intimation of appointment of Share Transfer
Agent
|
Within 7 days of Agreement with RTA
|
|
2.
|
Regulation 28 (1) - In-principal approval of recognized stock
exchange(s)
|
Before issuing securities
|
|
3.
|
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
|
|
4.
|
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)
|
|
5.
|
Regulation 29(3) - Prior intimation of Board Meeting for
alteration in nature of securities etc.
|
At least eleven working days in advance
|
|
6.
|
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)
|
|
12 hours from 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
|
|
|
7.
|
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 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.
|
|
8.
|
Regulation 31(1)(a) - Shareholding Pattern prior to listing of
securities
|
One day prior to listing of securities
|
|
9.
|
Regulation 31(1)(c) - Shareholding Pattern in case of capital
restructuring
|
Within 10 days of any change in capital +/-
2%
|
|
10.
|
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
|
|
11.
|
Regulation 39(3) - Loss of share certificates and issue of the
duplicate certificates
|
Within two days of getting information
|
|
12.
|
Regulation 44(3) - Voting Results
|
Within two working days of conclusion of
General Meeting
|
|
13.
|
Regulation 45(3) - Change in name
|
A Certificate from Practicing CA to be
annexed in explanatory statement to the notice seeking shareholder's approval
for change in name. The certificate shall state that all compliances with
regard to change in name of the listed entity have been complied with.
|
|
14.
|
Regulation 46 - Website
|
The listed entity shall maintain a functional
website containing the basic information about the listed entity.
|
Author – CS Divesh Goyal,
GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from Delhi and can
be contacted at csdiveshgoyal@gmail.com).
Disclaimer: The entire contents of
this document have been prepared based on relevant provisions and as per the
information existing at the time of the preparation. Although care has been
taken to ensure the accuracy, completeness, and reliability of the information
provided, I assume no responsibility, therefore. Users of this information are
expected to refer to the relevant existing provisions of applicable Laws. The
user of the information agrees that the information is not professional advice
and is subject to change without notice. I assume no responsibility for the
consequences of the use of such information.
IN NO EVENT SHALL I SHALL BE
LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR INCIDENTAL DAMAGE RESULTING FROM,
ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE INFORMATION