Professional Documents
Culture Documents
1
BSE - INTERNAL
(1111111111111111
Compliance with LODR 2015
Compliance Filing – Disclosure Timelines - Regular
BSE - INTERNAL
Quarterly / Half Yearly / Annual Compliances under SEBI Listing Regulations 2015 (LODR)
Regulation 7 (3) – Compliance Certificate Within one month of end of each half of the financial year.
certifying maintaining physical & electronic
transfer facility
Regulation 13 (3) - Statement of Investor Within Twenty one days from the end of each quarter.
complaints
Regulation 27 (2) - Corporate Governance Within 15 days from quarter end.
BSE - INTERNAL
Other Compliance Requirements under SEBI Listing Regulations 2015. (LODR)
Regulation 44 Voting Result - The listed entity shall submit to the stock exchange,
within forty eight hours of conclusion of its General Meeting, details
regarding the voting results in the format specified by the Board
Regulation 46 Company Website
BSE - INTERNAL
(1111111111111111
Compliance with LODR 2015
Compliance Filing – Disclosure Timelines – Extended
due to COVID-19
BSE - INTERNAL
S. No Regulation Due Date Revised Due Date
1 Regulation 7 (3) - Share Transfer Agent April 30,2020 May 31,2020
2 Regulation 13 (3) - Statement of Grievance Redressal Mechanism April 21,2020 May 15,2020
3 Regulation 24A - ASCR May 30,2020 June 30, 2020
4 Regulation 27(2) relating to Corporate Governance report April 15, 2020 May 15, 2020
5 Regulation 29 (2) - Prior intimation to stock exchanges about meetings •at least 5 days before Board meetings in all
of the board meeting for financial results cases – 2 days, for board
2 working days in other meetings held till July 31,
cases. 2020.
6 Regulation 31 - Shareholding Pattern April 21, 2020 May 15, 2020
7 Regulation 33 - Financial Results (Quarterly) May 15, 2020 June 30, 2020
8 Regulation 33 - Financial Results (Annual) May 30, 2020 June 30, 2020
9 Regulation 52 - Financial Results (half yearly) (Debt Listed Companies) May 15, 2020 June 30, 2020
10 Regulation 52 - Financial Results (Annual) (Debt Listed Companies) May 30, 2020 June 30, 2020
11 Regulation 40(9) - Certificate from PCS on timely issue of share April 30, 2020 May 31, 2020
certificates
12 Regulation 44(5) relating to holding of AGM by top 100 listed entities by
market capitalization for FY 19-20
A having financial year end as March 31, 2019 August 31, 2020 September 30, 2020
B having financial year end as December 31, 2019 May 31, 2020 September 30, 2020
13 Disclosure filings under Regulations 30(1), 30(2) and 31(4) of the SEBI Due date of filing disclosures for FY ending Mar 2020
(SAST) Regulations, 2011 has been extended to June 01, 2020.
14 Regulation 74(5) of SEBI (D & P) Regulations, 2018 Equivalent period of lock down declared by Government
15 Regulation 76 of the SEBI (D &P) Regulations, 2018 Reconciliation of of India i.e. 21 days, over and above prescribed time
share capital audit report limits
16 Regulation 24(i)(f) of the SEBI (Buy-back of Securities) Regulations, 2018 Temporary relaxation in period of restriction provided in
Regulation 24(i)(f) from “one year” to “six months”
BSE - INTERNAL Applicable upto December 31, 2020
Other important Regulations of LODR 2015
7
BSE - INTERNAL
Corporate Governance
Applicability of CG provisions
• To entities which has listed its Equity shares on the Main Board
• Not applicable to entities with paid up equity share capital not exceeding Rs. 10 Cr and Networth not
exceeding Rs. 25 Cr (last day of the previous financial year)
• Not applicable to entities listed on SME Exchange
Important Provisions
• Formulate policy on material related party transactions and dealing with related parties.
• Definition of material subsidiary provided – 10% of revenue OR networth on consolidated basis.
• Three reports are required to be submitted – Quarterly, End of FY and 6 months from end of FY.
• Appoint at least one woman director
• Board to evolve Code of Conduct with duties of independent director and a Succession Plan
8
BSE - INTERNAL
2 Amendments related to Board of
Directors
BSE - INTERNAL
Amendment related to Board of Directors
One independent woman Director
Applicable to top 500 Co. by April 1, 2019 and to top 1000 Co. by April 1, 2020
Minimum 6 Directors
Applicable to top 1000 Co. by April 1, 2019 and to top 2000 Co. by April 1, 2020
Quorum for BOD meeting shall be 1/3rd of total strength or 3 Directors including one ID
Applicable to top 1000 Co. from April 1, 2019 and to top 2000 Co. from April 1, 2020
Approval through SR if remuneration to NED above 50% to total payable to all NEDs
Approval through SR if remuneration to ED being promoter exceeds Rs.5 Cr or 2.5% of NP
10
Prepared by: Listing Compliance Team BSE - INTERNAL
Amendment related to Board of Directors Cont…..
Max. no of Directorships in 8 listed entities w.e.f. April 1, 2019 and in 7 w.e.f. April 1, 2020
Directorship include alternate directorship
ID shall not be a NID of another Co. on the Board of which any NID of the listed entity is an ID
Quorum for NRC is 2 members or 1/3rd of total members with at least one ID - meet once in a
year
SRC shall have min. 3 directors with at least one ID – meet once in a year
BSE - INTERNAL
Amendment related to Related party transactions
Related party to now include person or entity belonging to promoter or promoter group of
listed entity and holding 20% or more (10% earlier) of shareholding in the listed company
If payment made to Related Party for brand usage or royalty during a FY exceeds 5% of
annual consolidated turnover of Co. as per last audited financials - considered material
transaction
RP shall not vote to approve on RPTs (Can vote to reject) – earlier it was RP shall abstain
from voting
Publish disclosure related to RPTs within 30 days from the date of publication of half yearly
results to SE and on its website – w.e.f. half year ending March 31, 2019
13
BSE - INTERNAL
Amendments related to of
5 Financials and Annual Report
BSE - INTERNAL
Amendment related to financials and Annual Report
Submission of quarterly consolidated financial statement has been made mandatory
Companies may file the financial statement with LRR for the last quarter in place of audited
Submit half yearly cash flow statement along with the half yearly financial statement
Ensure that at least 80% of consol. Revenue, assets and profit shall be subject to audit or LR
Statutory Auditor shall undertake a limited review of the audit of the subsidiaries where
accounts are on consolidated basis
Submit the AR to SE and upload on website, when sent to Shareholders. Can be revised
after AGM if there is a change
15
BSE - INTERNAL
Disclosure of Events & Information - Regulation 30
16
BSE - INTERNAL
Regulation 30 - Materiality
Materiality Policy
• Listed entity to frame a materiality policy, duly approved by its board & to be disclosed on its
website.
• Responsibility cast on Boards to authorize one or more KMPs to determine materiality of an event or
information and make disclosures to stock exchange.
• Regulation prescribes extent of details required to be disclosed & when an event is deemed to have
occurred.
• Deemed material events — Para A of Part A of Schedule III
• Material based on application of guidelines — Para B of Part A of Schedule III, read with Regulation
30 (4)
Implications of materiality
• Intimation to stock exchange within 24 hours (If based on board meeting outcome, then within 30
min)
• Publish material developments on company website and retain for 5 years
• Continue to provide updates of material developments on such events
• Disclosures also required for material subsidiaries
• Response to rumors - Regulation 30 (11) allows company option to confirm or deny rumors about
material developments
17
BSE - INTERNAL
Regulation 30 - Outcome of Board Meetings
Outcome of Board Meetings – to be disclosed within 30 minutes
• Financial results
• Declaration of dividends and/or cash bonuses recommended or declared or decision to
pass any dividend and date on which dividend shall be paid/dispatched
• Any cancellation of dividend with reasons thereof
• Decision on buyback of securities
• Decision with respect to fund raising proposed to be undertaken
• Increase in capital by issue of bonus shares through capitalization including date on which
such bonus shares shall be credited/dispatched
• Reissue of forfeited shares or securities, or issue of shares or securities held in reserve for
future issue or creation in any form or manner of new shares or securities or any other
rights, privileges or benefits to subscribe to
• Short particulars of any other alterations of capital, including calls
• detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed
to the stock exchanges as soon as possible but not later than twenty four hours of receipt
of such reasons from the auditor
18
BSE - INTERNAL
Regulation 30- Resignation of Independent Director
19
BSE - INTERNAL
Regulation 30 - Events to be disclosed as per materiality
policy
20
BSE - INTERNAL
Inadequacies in filing under Regulation 30
General Issues
• Document Not Clear / Incomplete
• Reason/clarification for resubmission of document not given
• Incorrect document filed e.g. Instead Board meeting outcome , intimation filed
• Letter Date is not the same as the filing date
• Same document filed more than once
Corporate Announcement
• Brief Profile of Director (along with the nature of relationship between directors), CS,
CFO, CEO, Statutory Auditor not provided
• Reason for appointment / discontinuation of Share Transfer Agent not provided
• Disclosures pertaining to split / consolidation, Bonus issue, sale / disposal of unit /
division / subsidiary –details not submitted
• Reason for downward revision in rating as specified by the Rating Agency not submitted
• Disclosures pertaining to acquisition like value, intended benefits etc. are not provided
21
BSE - INTERNAL
Shareholding pattern (Regulation 31)
Regulation
• Quarterly SHP - within 21 days from end of quarter. (Half yearly for SME)
• File within 10 days if change in capital structure exceeding 2% of paid –up capital
• One day Prior to listing
• 100% of promoter holding should be in demat
• Format requires reporting of Promoter holding after consolidation on PAN of first
holder
Filing Inadequacies
• Shareholding not consolidated on PAN basis
• Two different PAN given for the same promoter – Common in case of HUF holdings
• Demat holdings not entered
• Details of persons holding more than 1% is not disclosed
22
BSE - INTERNAL
Financial Results (Regulation 33)
Regulations
• Submit quarterly FR to the SE - within 45 days from end of quarter. Limited review report to be
submitted if unaudited. Audit Report to be submitted for Audited results
• SME half yearly submission
• Audited standalone annual FR, within 60 days from the end of financial year.
• Submit a Statement showing impact of audit qualifications in case of modified opinion /
Declaration in other cases.
Filing Inadequacies
• No or Short prior intimation for board meeting
• Financial Results not submitted in prescribed format – Schedule III / relevant sectoral format
• Only consolidated financial results submitted (Standalone financial results not given)
• Statement of assets and liabilities / Cash flow not given with financial results (in half yearly
results)
• Declaration/ Statement on impact on auditors qualification not given – Annual Results
• LRR/AR is required to be given along with financial results
• LRR/AR is required to be given for standalone as well as for consolidated financial results
23
BSE - INTERNAL
Reclassification of Promoters – Regulation 31A
Regulations
24
BSE - INTERNAL
Timelines to be adhered to for Reclassification under Regulation 31A
of SEBI (LODR) Regulations, 2015
Particulars Duration
Application by the Promoter to the Company along with Intimation to the Exchange within 24 hours
requisite undertaking. of receipt of application.
Resolution must be passed in the meeting of Board of Intimation to the Exchange within 24 hours
Directors forapproving reclassification. of conclusion of Board meeting.
Hold Shareholder’s meeting and pass ordinary resolution Intimation to the Exchange within 24 hours
for approving reclassification. (Ensure time gap of at of conclusion of Shareholder meeting.
least three months but not exceeding six months
between the date of board meeting and the
shareholder’s meeting.)
Submit reclassification application along with supporting 30 days of conclusion of shareholder’s meeting
documents to the Exchange within 30 days of conclusion
of shareholder’s meeting.
Deficiencies in application must be rectified by the 30 days of receipt of intimation.
company within 30 days of intimation.
Letter of acceptance to be issued to the Company to Intimation to the Exchange within 24 hours
effect the reclassification. of receipt of Letter of acceptance by the
company.
25
BSE - INTERNAL
Important Compliances
26
BSE - INTERNAL
Prior Intimations to SE of BOD’s meeting (Regulation 29)
• Mandatory for BOD meeting in which proposals related to financial results, buy back, voluntary
delisting, fund raising, recommendation of dividend, declaration of Bonus etc. are to be considered.
• In all cases 2 days prior notice shall be given
• In case of financial results – 5 days prior notice
BSE - INTERNAL
Listing Centre Portal
29
BSE - INTERNAL
XBRL Filings
Filings Formats Available for Shareholding Pattern
XBRL Filing Corporate Governance Report
Voting Results
Financial Results
Share Capital Audit Report
SEBI (Prohibition of Insider Trading Regulation), 2015
Benefits Free Excel Utility No need to buy or install any third party software
provided PDF Report generated from utility
Totals and Percentage calculated by utility
30
BSE - INTERNAL
XBRL
31
BSE - INTERNAL
Corporate Action Filing System (CAFS)
About CAFS
• W.e.f. from March 1, 2017, BSE has introduced Corporate Announcement Filing System
(CAFS) to the equity listed companies
• Companies other than equity are required to use the existing Compliance Module for
filing the announcement
• CAFS ensures that critical information / disclosures are available to the investors on real
time basis
• 2 Factor Authentication enabled through OTP sent through Pre-registered Email &
Mobile
• Exchange verifies adequacy post dissemination on Website
Points to Remember
32
BSE - INTERNAL
CAFS
➢ Documents uploaded through Corporate Announcements module will be disseminated directly without Exchange
intervention
➢ Click on “Track your Corporate Announcement” after submission of documents through CAFS to check the status of
submission
33
BSE - INTERNAL
CAFS (Track Your Corporate Announcements)
34
BSE - INTERNAL
Compliance Module
Certain disclosure are required to be given through “Compliance module” only and not through “Corporate
Announcement”
Filings under Compliance Module are disseminated by prior review by the Exchange
35
BSE - INTERNAL
Miscellaneous
36
BSE - INTERNAL
Standard Operating Procedure for suspension
and revocation of trading of specified
( securities
BSE - INTERNAL
SOP Circular
38
BSE - INTERNAL
Regulations included in the circular
Sr. No Regulation Non-compliance
1 Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as compliance officer
3 Regulation 13(1)* Failure to ensure that adequate steps are taken for expeditious redressal of investor complaints
4 Regulation 13(3) Non-submission of statement on shareholder complaints within the period prescribed
5 Regulation 17(1) Non-compliance with composition of Board including failure to appoint woman director
6 Regulation 17(1A) Non-compliance with the requirements pertaining to appointment or continuation of Non-executive
director who has attained the age of seventy five years
7 Regulation 17(2) Non-compliance with the requirements pertaining to the number of Board meetings
8 Regulation 17(2A) Non-compliance with the requirements pertaining to quorum of Board meetings.
10 Regulation 19(1)/ 19(2) Non-compliance with the constitution of nomination and remuneration committee
11 Regulation 20(2) / (2A) Non-compliance with the constitution of stakeholder relationship committee
13 Regulation 23 (9) Non-compliance with disclosure of related party transactions on consolidated basis.
15 Regulation 27(2) Non-submission of Corporate governance compliance report within prescribed period
16 Regulation 28 (1) Non-compliance with obtaining in-principle approval of stock exchange(s) before issuance of securities
17 Regulation 29(2)/ 29(3) Delay in furnishing prior intimation about the meeting of the board of directors
39
BSE - INTERNAL
Regulations included in the circular (contd.)
Sr. No Regulation Non-compliance
19 Regulation 31A(3)(a) Non-compliance pertaining to delay in submission of reclassification application to stock exchanges
21 Regulation 33 Non-submission of the financial results within the period prescribed under this regulation
22 Regulation 34 Non-submission of the Annual Report within the period prescribed under this regulation
23 Regulation 42(2)/ 42(3)/ Delay in/ non-disclosure of record date/ dividend declaration or non-compliance with ensuring the
42(4)/ 42(5) prescribed time gap between two record dates/ book closure dates
24 Regulation 43A Non-disclosure of Dividend Distribution Policy in the Annual Report and on the websites of the entity
25 Regulation 44(3) Non-submission of the voting results within the period provided under this regulation
26 Regulation 44(5) Non-convening of annual general meeting within a period of five months from the close of financial year
27 Regulation 45(3) Non-obtaining approval of stock exchange(s) before filing request for change of name with Registrar of
Companies.
28 Regulation 46 Non-compliance with norms pertaining to functional website
• Regulations marked in Red are regulations for which suspension is triggered for non-compliance for 2 consecutive quarters.
• Non-submission of Reconciliation of shares and capital Audit report does not attract penalty, but is non-submission for 2
consecutive quarters triggers suspension
40
BSE - INTERNAL
SOP process flow
▪ Exchange shall review compliance status and issue notices to non-compliant entities within 30 days from the
due date of submission of information
▪ Non-compliant entity shall ensure compliance with the requirement(s) and pay fines within 15 days from date
of such notice
▪ If non-compliant listed entity fails to comply and/or pay fine levied within stipulated period as per notice
stated above, exchange shall upon expiry of period indicated in notice, issue notices to promoter(s) of such
non-compliant entities, to ensure compliance with requirement(s) and pay fines within 10 days from date of
such notice
▪ While issuing aforementioned notices, recognized stock exchange shall also send intimation to other
recognized stock exchange(s) where shares of non-compliant entity are listed
▪ Exchange shall upon expiry of stipulated periods indicated in the notices, shall intimate depositories to freeze
entire shareholding of promoter(s) all securities held in the demat accounts, if non-compliant entity fails to
comply with the requirement(s) and/or pay fine levied
▪ Depositories shall immediately freeze such demat accounts and also intimate promoter(s) about details of
non-compliances resulting in freezing of their demat accounts.
▪ For critical regulations (marked in Red earlier), for non-compliance for 2 consecutive quarters Exchange shall
• Move company to ‘Z’ Group – trading will be in trade to trade mode
• Suspend trading, if the company continues to be non-compliant
• Trading permitted for non-promoters for 6 months after 15 days of suspension
• Compulsory Delisting process to be initiated after company remains suspended for 6 months
41
BSE - INTERNAL
42
BSE - INTERNAL