An overview of Compliances under the

Companies Act, 2013, SEBI Regulations,

FEMA and Stamp Act

S. Venkat Ramana Reddy

Company Secretary
Rain Industries Limited
Compliance is easy ……

Compounding is painful…
 Objective

The objective of this presentation is to present an overview

of important compliances to be made on a day-to-day basis
both by a Listed and Unlisted Company .

Many of you are aware of these compliances but to refresh

the memory, an effort is made to present the same.

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An overview of Compliances under:

* Companies Act, 2013

* SEBI (LODR) Regulations, 2015

* SEBI (SAST) Regulations, 2011

* SEBI (PIT) Regulations, 2015

* FEMA, 1999 and

* Stamp Act, 1899

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Companies Act, 2013

5
 Annual Filings

Form AOC – 4/ AOC-4 XBRL/

• Within 30 days from the date of AGM.
AOC-4 CFS (Annual Report)

Form MGT – 7 (Annual Return)

• Within 60 days from the date of AGM

Form MGT -14 for all Resolutions

• Within 30 days from the date of AGM
passed at e-AGM
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 • Form MGT-15 shall be filed with MCA within 30
days from the date of AGM of Listed Company.
Form MGT – 15 • The report shall contain the following:
Report on AGM 1.Day, date, hour and venue of AGM;
2.Confirmation on appointment of Chairperson;
(for Listed
3.Number of members in attendance;
Companies) – 4.Confirmation of quorum;
Section 121 5.Confirmation regard to compliance of acts,
rules and standards; and
6.Business transacted and their result.

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 DIR-3 WEB KYC
(For DIN holders who have filed
Form DIR-3 KYC earlier and
there is no change therein)
Form DPT - 3
(Return of Deposits and
amount not considered as
Deposits)
• Every person who holds DIN as on 31st March
is required to complete KYC through a web-
based verification service on or before 30th
September.
• On or before 30th June every year.
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 Half Yearly Compliances

•Within sixty days from the conclusion

PAS-6
of half year i.e.,
(Reconciliation of Share 1) on or before 30th May for the first
Capital Audit Report) half year ended March 31; and
2) on or before 29th November for
(Only for Public
the second half year ended
Companies) September 30.

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 • Within 30 days from the conclusion of half
year i.e.,
Form MSME – 1 (Half yearly) 1.on or before April 30 for the first half year
(Report on dues to MSME) ended 31st March; and
2.on or before October 30 for the second
half year ended September 30.

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 Event Based Compliances
• Within 30 days from the date of passing the resolutions by Board
and Shareholders.
• Board Resolutions passed for approval of the following:
Making calls on shareholders in respect Authorising buy-back of securities
of money unpaid on their shares
Form
Issue of securities Borrow Money
MGT-14 Invest funds of the Company Grant loans or give guarantee or provide
(Filing of security in respect of loan

Resolutions) Approve Financial Statements and Diversify the business of the Company
Board’s Report
– Section
Approve Amalgamation, merger or Take over a Company or acquire a controlling
117 reconstruction or substantial stake in another Company
Making political contributions Appoint KMPs
Appoint internal auditors and secretarial auditors

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 Form • Resolutions passed by Shareholders:
MGT-14
• Special Resolutions and Ordinary Resolutions
(Filing of passed by the shareholders of the Company as
specified in various sections of the Companies Act,
Resolution) – 2013 shall be filed with MCA in Form MGT-14.
Section 117

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 • Within 30 days from the date of
creation/modification of charge.
• Form CHG-1 shall be filed when a
Form CHG-1 Hypothecation, Mortgage, Pledge or Lien is
created on assets i.e., Lien on Fixed Deposit is
(Creation or Modification of created.
Charge) • “charge” means an interest or lien created on
the property or assets of a company or any of
its undertakings or both as security and
includes a mortgage;

• Within 30 days from the date of

Form CHG-4
repayment of the loan or the date of
(Satisfaction of Charge)
release of security.

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 Form DIR-12
• Within 30 Days from the date of Appointment
(Intimation of appointment, or Change in Designation or Resignation of
change or resignation of Directors and KMPs of the Company
Directors and KMPs)

Form MR-1
• Within 60 Days from the date of
(Return for Appointment of Appointment of Managing Director,
Managing Director, Manager or Whole Time Director or Manager.
Whole Time Director)

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 • Issue through Private Placement: within 15
Form PAS-3 days from the date of Allotment of Securities
(Return of Allotment of • Issue through other than Private Placement:
Securities) within 30 days from the date of Allotment of
Securities

Form ADT-1 (Notice of • The Company shall file Form ADT-1 within 15
days from the date of Annual General
appointment of Meeting wherein the Statutory Auditory is
Statutory Auditor) appointed.

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Compliances under Investor Education and
Protection Fund Rules, 2016 (IEPF Rules)

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 • As per the provisions of Section 125 of the
Companies Act, 2013, if a shareholder or an
investor has not claimed dividend, share application
money due for refund, matured deposits with Non-
Banking Companies, matured debentures, unpaid
Form redemption amount of preference shares and a
IEPF - 1 period of 7 years has lapsed from the date of the
amounts being due to be paid, then such unclaimed
amount shall be transferred to Investor Education
and Protection Fund (IEPF) within 30 days and a
statement of details of share holders shall be filed
with Ministry of Corporate Affairs (MCA) within
such 30 days.
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 • Form No. IEPF – 2 - a statement containing following information
about the unclaimed amounts shall be filed by the Company within 60
days from the date of Annual General Meeting and every year
thereafter till the completion of the seven years with MCA and also
uploaded on the website of the Company:

Form a)Amounts in the unpaid dividend accounts of Companies;

b)No. of Underlying Shares for the Amount in the unpaid dividend
IEPF - 2 accounts of Companies; and
c)Amount refunded by the Company from the unpaid dividend
account during the year.
• Also change in the Nodal Officer or his details shall be communicated
to the Authority through Form No. IEPF-2 within seven days of such
change along with Board Resolution thereof.

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 • Where there is a specific order of Court or Tribunal
or Statutory Authority restraining any transfer of
such shares and dividend or where such shares are
pledged or hypothecated under the provisions of
the Depositories Act, 1996, the company shall not
Form transfer such shares to IEPF.
IEPF - 3
• The Company shall furnish details of such shares
and unpaid dividend to the MCA in Form No. IEPF -
3 within 30 days from the end of each financial year
until such shares are transferred to IEPF.
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 • If a shareholder has not claimed his dividend for a
continuous period of 7 years, then shares of such
shareholders shall be transferred to IEPF Authority within
30 days of expiry of 7 years.

• Within 30 days of transfer of shares to IEPF, the Company

Form shall file Form IEPF-4 with MCA containing details of shares
transferred to IEPF.
IEPF - 4
• Further all benefits accruing on such shares like bonus
shares, split, consolidation, fraction shares and the like
except right issue shall also be credited to DEMAT account
of the Authority by the Company. The Company shall also
file Form No. IEPF-4 with MCA within thirty days of the
corporate action containing details of such transfer
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 • A person, whose shares, unclaimed dividend,
matured deposits, matured debentures, application
money due for refund, or interest thereon, sale
Form proceeds of fractional shares, redemption proceeds
IEPF – 5 of preference shares, etc., are transferred to the
(Web IEPF, can make an application by filing Form IEPF-5
with the IEPF authority for claiming the shares,
Based) dividend and the benefits which are transferred to
IEPF.

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 • e- verification report by Company / Nodal officer:
• After the shareholder files the form, the Company receives a notification
mail along with SRN of the form.
• The Company needs to download the form with the SRN mentioned in the
mail.
Form • The Company shall co-ordinate with the shareholder and get the physical
IEPF – 5 documents and upon being satisfied that all the documents are in order,
the Company shall file an e-verification report with MCA approving the
(Web claim.

Based) • If the Company is not satisfied with the documents provided by the
shareholder, the Company will reject the claim in the e-verification report.
• The Company shall within thirty days from the date of receipt of claim, file
an online verification report with IEPF Authority.
• The Company shall send an e-mail containing the verification report along
with the acknowledgment of filing to the shareholder for his/her records.
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 • Whenever Company pays dividend and such other
entitlements like bonus shares, etc., to the
Form shareholders, the Company shall file Form IEPF-7
within thirty days from the date of remittance
IEPF - 7 providing the details of shareholders whose shares
are transferred to IEPF and whose dividend or other
entitlements are credited to IEPF Authorities.

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Conditions for applicability of certain
provisions of the Companies Act, 2013

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Annual Return.
• The Annual Return of a Listed Company or a Company
Sec. 92 having paid-up share capital of Rs. 10 crore or more or
turnover of Rs. 50 crore or more shall be certified by a PCS
Certification by in Form MGT-8, which shall be attached to Form MGT-7.
PCS

The following Companies shall appoint a Woman Director:

1. Every Listed
Woman Director 2. Every public limited company having
i. Paid up share capital of Rs. 100 crore or more; or
ii. Turnover of Rs. 300 Crore or more

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 • Every Listed Company shall have at least one third of total
number of Directors as Independent Directors.

• Following class or classes of Companies shall have at least two

directors as Independent Directors:
• Public Companies having paid up share capital of Rs.10 crore or
Independent more or turnover of Rs.100 crore or more or having in
Directors – aggregate, outstanding loans, debentures and deposits
exceeding Rs.50 crore.
Sec. 149 (4)
• The following classes of unlisted public companies are exempted
to appoint Independent Director:
• a joint venture;
• a wholly owned subsidiary; and
• a dormant company as defined under section 455 of the Act.
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 Following Companies shall adopt Whistle Blower Policy and
Whistle Blower adopt a Whistle Blower Mechanism:
Policy / a)Listed Company; or
Mechanism - b)Companies which accepted deposits from the public; or
c)Companies which have borrowings from banks and public
Sec 177(9) financial institutions in excess of Rs.50 crore

Following Companies shall appoint Key Managerial Personnel

(MD/WTD/CEO/CFO/CS):
Companies to 1. Listed Company; or
have KMP- 2. Public company having a paid-up share capital of Ten crore
rupees or more.
Sec. 203 In case of a Private Limited Company, if the paid-up share capital
is Rs. 10 Crores or more, then such Company shall mandatorily
appoint a Company Secretary
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 Following Companies shall appoint a Secretarial Auditor and also
attach Secretarial Audit Report to its Annual Report
Secretarial audit 1.Listed Company; or
report 2.Public Company having paid-up share capital of Rs. 50 crore
or more or turnover of Rs. 250 crore or more; or
Sec. 204 3.Private or Public Company having outstanding loans or
borrowings from banks or public financial institutions of
Rs. 100 Crores or more.

Annual Following Companies shall undertake Annual Performance of

Directors
performance
1. Listed Company; or
evaluation of
2. Public Limited Company having Paid up capital of Rs. 25
Board, Committee crore or more; or
and individual 3. Every Company which is required to have Nomination and
Director Remuneration Committee/ Independent Directors.
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 Following Companies shall constitute an Audit Committee and
Nomination and Remuneration Committee:
i. Listed Companies; or.
ii. Public Companies with a:.
Composition a.Paid-up capital of 10 crore or more; or.
of Audit b.Turnover of Rs. 100 crore or more; or.
Committee & c.Having in aggregate, outstanding loans or borrowings or
Nomination debentures or deposits exceeding Rs. 50 crore or more.
and
Remuneration The following classes of unlisted public companies are exempted to
Committee constitute Audit Committee and Nomination and Remuneration
Committee:
i. Joint Venture Company;.
ii. Wholly Owned Subsidiary Company; and.
iii. Dormant Company as defined under section 455 of the Act.
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 Particulars Companies Act, 2013 SEBI (LODR) Regulations,
2015
Composition of Audit Committee
Minimum Members At least 3 At least 3
Audit Independent Directors Majority of members At least 2/3rd

Committee Chairperson Independent Director Independent Director

Experience All members shall be able to All members shall be
& read and understand financially literate and at
Nomination financial statements least one should have
expertise in accounting.
and
Remuneratio Composition of Nomination and Remuneration Committee
n Committee Minimum Member At least 3 At least 3
Members Only Non-Executive Only Non-Executive
Directors Directors
Independent Directors At least 1/2nd At least 2/3rd
Chairperson Non-Executive Director Independent Director

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 Corporate Social Responsibility provisions are applicable to all
Companies satisfying the following conditions:
i) Net worth of Rs. 500 crore or more; or
ii) Turnover of Rs. 1000 crore or more; or
iii) Net profit of Rs. 5 crore or more in the immediately
preceding Financial Year.
CSR applicability
Sec. 135 Once CSR provisions are applicable, the Company shall comply
with the following:
i. Constitute a CSR Committee with 3 or more Directors with
at least 1 Independent Director;
ii. Adopt a CSR Policy;
iii. Spend at least 2% of the average net profit of 3 previous
years.

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 Following Companies shall provide e-voting
facility at General Meetings and Postal Ballot:
e-Voting at the
General 1. Company which has listed its equity shares
Meeting(s) on a recognized stock exchange; or
2. A Company having not less than 1000
members.

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 Following Companies are required to appoint Internal Auditor:
i.Listed Companies;
ii.Unlisted Public Companies which fulfills the following
conditions:
Companies a.paid up share capital of Rs. 50 crore or more; or
required to b.turnover of Rs. 200 crore or more; or
appoint c.outstanding loans /borrowings exceeding Rs. 100 crore or
Internal more from banks or public financial institutions; or
Auditor d.outstanding deposits of Rs. 25 crore or more;
(Sec.138)
iii.Private Company which fulfills the following conditions:
a.turnover of Rs. 200 crore or more; or
b.Outstanding loans /borrowings exceeding Rs. 100 crore or
more from Banks or Public Financial Institutions.
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 The following class of Companies shall file their financial statements and
other documents under Section 137 of the Companies Act, with the
Filing of Registrar of Companies in e-form AOC-4 XBRL:
Financial
Statements in i. Listed Companies and their Indian subsidiaries; or
XBRL Mode ii.Companies having paid up capital of Rs.5 crore or above; or
iii.Companies having turnover of Rs.100 crore or above; or
(Sec.137 and iv.Companies which are required to prepare their financial statements
Rule 3 of The in accordance with Companies (Indian Accounting Standards) Rules,
Companies 2015.
(Filing of
The Companies in banking, insurance, power sector, non-banking
Documents financial companies and housing finance companies need not file
and Forms in financial statements under XBRL Mode.
XBRL) Rules,
2015) Once a Company files financial statements in XBRL mode in a particular
financial year, then such Company shall compulsorily file all its future
financial statements in XBRL mode.
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 Companies operating under the following Regulated Sectors shall maintain cost
Appointment of records, appoint Cost Auditor and file Cost Audit Report with MCA:
Cost Auditor S. No. Regulated Sector Applicability
and filing of
Cost Audit 1 Telecommunication Services If the overall annual turnover of the
Report. Company from all its products and
2 Generation, Transmission,
services during the immediately
Distribution and Supply of
preceding financial year is Rs. 50 Crore
(Section 148 of Electricity
or more and the aggregate turnover of
the Companies 3 Petroleum Products the individual products or services for
Act, 2013 read 4 Drugs and Pharmaceuticals which cost records are required to be
with the 5 Fertilisers
maintained is Rs. 25 Crore or more.
Companies
(Cost Records 6 Sugar and Industrial Alcohol
and Audit)
Rules, 2014)

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 Companies operating under the following Un-Regulated Sectors shall maintain
cost records, appoint Cost Auditor and file Cost Audit Report with MCA:
Appointment of
S. No. Non-Regulated Sector Applicability
Cost Auditor
and filing of 1 Defense Machinery If the overall annual turnover of
Cost Audit 2 Aeronautical Products and Services the Company from all its
Report. products and services during the
3 Iron & Steel immediately preceding financial
4 Rubber year is Rs. 100 Crore or
(Section 148 of more and the aggregate
5 Cement
the Companies turnover of the individual
Act, 2013 read 6 Base Metals products or services for which
with the 7 Other Companies as specified in cost records are required to be
Companies Rules. maintained is Rs. 35 Crore or
(Cost Records more.
and Audit) Note: The above-mentioned sectors are a few non-regulated sectors and for
complete list of Non-Regulated Sectors please refer to Rule 3 (B) of Companies
Rules, 2014) (Cost Records and Audit) Rules, 2014

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Appointment of Compliance under Cost Audit Rules:
Cost Auditor
and filing of Once a Company satisfies above conditions, then such Company
Cost Audit shall comply with following requirement:
Report. i. Maintain Cost Accounts and records;

(Section 148 of ii. Appoint Cost Auditor within 180 days from the start of the
the Companies financial year and file Form CRA-2 with MCA within 30 days
Act, 2013 read from the date of appointment;
with the
Companies iii.The Cost Audit Report shall be approved by the Board within
(Cost Records 180 days from the closure of the financial year and the same
and Audit) shall be filed with MCA in Form CRA-4 within 30 days from the
Rules, 2014) date of approval by the Board.

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Appointment of Exemption Category:
Cost Auditor
and filing of
Cost Audit The requirement for cost audit under these rules shall
Report. not apply to a Company which is covered in rule 3, and-
i. Whose revenue from exports, in foreign exchange,
(Section 148 of
the Companies exceeds seventy-five per cent of its total revenue; or
Act, 2013 read
with the ii. Which is operating from a special economic Zone; or
Companies
(Cost Records
and Audit) iii.Which is engaged in generation of electricity for
Rules, 2014) captive consumption.

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Compliances under SEBI (LODR)
Regulations, 2015

39
 Compliance
Certificate • Compliance Certificate duly signed by
certifying Company Secretary of the Company and
maintaining by the authorized representative of the
physical & Share Transfer Agent confirming
electronic maintenance of physical and electronic
transfer facility transfer facility at single place shall be
either in house filed with Stock Exchanges within 30 days
or RTA as from the end of Financial Year i.e., on or
before 30th April.
applicable –
Regulation- 7(3)
40
 Statement
of Investor
• Statement of Investor Complaints shall be
complaints filed with the Stock Exchanges within 21
(Investor days from the end of each quarter i.e., on
Grievance or before 21St April, 21st July, 21st October
and 21st January.
Report) • The report shall be filed in XBRL mode.
Regulation–
13(3)
41
Listing Fees- • The Company shall pay Annual Listing Fee
to Stock Exchanges within 30 days from the
Regulation closure of Financial Year i.e., on or before
14 30th April

42
 Disclosure
of Related • Details of RPTs on a consolidated basis shall
be submitted to the Stock Exchanges on the
Party date of submission of Half Yearly Financial
Transactions Results and Annual Financial Results.
- 23(9)

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Regulation
• Annual Secretarial Compliance Report
24A(2) –
shall be filed with the Stock Exchanges
Annual
within 60 days from the end of
Secretarial
Financial Year in XBRL mode and also
Compliance
in PDF mode.
Report.

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 Report on
Corporate • Corporate Governance Report shall be filed
with the Stock Exchanges within 21 days
Governance from the end of each quarter i.e., on or
– before 21st April, 21st July, 21st October and
21st January.
Regulation - • The report shall be filed in XBRL mode.
27(2)(a)

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 S. Particulars of the Event Timeline for Prior Intimation
No.
1 Board Meeting for discussion on financial results viz. quarterly, At least 5 working days in advance,
half yearly or annual. excluding the date of intimation and
date of Board Meeting.

2 Board Meeting for discussion on the following: At least 2 working days in advance,
1. Proposal for buyback of securities; excluding the date of the intimation
Regulation 2. Proposal for voluntary delisting by the listed entity from and date of the meeting
the stock exchange;
29: Prior 3. Fund raising by various means;
Intimation 4. Declaration/recommendation of dividend, issue of
convertible securities or the passing over of dividend;
to Stock 5. The proposal for declaration of bonus securities.
Exchanges 3 Board Meeting for discussion on any alteration in the form or At least 11 working days in advance,
nature of any of the securities that are listed on the stock excluding the date of the intimation
exchange or in the rights or privileges of the security holders and date of the meeting.
thereof.
4 Board meeting for discussion on any alteration in the date on
which, the interest on debentures or bonds, or the
redemption amount of redeemable shares or of debentures or
bonds, shall be payable.
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 A Listed Company shall inform any event or information without
applying materiality concept to the Stock Exchanges for the items
mentioned in Para – A of Part – A of Schedule – III of SEBI (LODR)
Regulations.
Given below are some of the items which falls under Para – A of Part –
Regulation A of Schedule – III:

30: 1. Thirty minutes from the conclusion of the meeting of the Board of
Directors in which the decision pertaining to the following event or
Disclosure information has been taken:
of Events or i. Declaration of Dividend;
Information ii. Declaration of Financial Results;
iii.Buyback of securities;
iv.Any fund raising and change in share capital ;
v. Issue of Bonus Shares; or
vi.Such other decisions which will impact the market price of shares.

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 2. Twelve hours from the occurrence of the event or information, in case
the event or information is emanating from within the Company.
Examples:
1. Acquisitions & Scheme of Arrangements;
2. Issuance or forfeiture of securities & buy-back of securities;
Regulation 3. Agreements where listed entity is a party;
30: 3. Twenty Four hours from the occurrence of the event or information, in
Disclosure case the event or information is not emanating from within the
of Events or Company.
Information
Examples:
1.Obtaining new or revision of ratings from a rating agency;
2.Agreements where Company is not a party like shareholders
agreements that have impact on the management and control of the
Company;
3.Resolution plan / Restructuring of loans or borrowings;
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 Details to be provided while disclosing events to the Stock
Exchanges
1. Acquisitions:
i. Name, Turnover, Industry of the Target Company;
ii. Whether the acquisition come under RPT;
Regulation iii.Objects and impact of acquisition;
30: iv.Brief details of governmental or regulatory approvals required or
Disclosure acquired;
of Events or v. Timelines for completion, Consideration, cost of acquisition, etc.
Information
2. Amalgamation / Merger:
i. Name, Turnover, Area of Business of the Companies;
ii. Whether the transaction come under RPT;
iii.Rationale for amalgamation / merger;
iv.Amount and nature of consideration, etc.
49
 Details to be provided while disclosing events to the Stock
Exchanges:
3. Issuance of Securities:
i. Type of securities issued, type of issuance, total number of
Regulation securities;
30: ii.Bonus Issue – details of payment out of reserves or share
Disclosure premium account, bonus ratio, pre and post bonus issue
of Events or shareholding, etc.;
Information
iii. Preferential Issue – names of the investors, issue price,
number of investors, etc.,;
iv.Debt Securities – size of issue, tenure, coupon rate,
payment schedule, charge on assets, special rights /
privileges, details of redemption, etc.
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 Details to be provided while disclosing events to the Stock Exchanges:

4. Agreements:
i. Names of the parties, purpose of the agreement;
ii. Significant terms of the agreement;
Regulation iii.Whether the parties are related to promoter / promoter group;
30: iv.Whether the agreement comes under RPT; etc.
Disclosure
of Events or
Information 5. Orders of Court or Judicial Bodies:
i. Name of the court or authority;
ii. Significant terms of the order in brief;
iii.Time period for execution of the Order;
iv.Whether promoter / promoter group have any interest in the order
awarded.

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 Materiality concept shall be applied to the items mentioned in
Para – B of Part – A of Schedule – III.

Regulation An event is considered as material event if it satisfies any one

30: of the following conditions:
Disclosure a.two percent of turnover; or
of Events or b.two percent of net worth, except in case the arithmetic value
Information of the net worth is negative; or
c.five percent of the average of the last three years absolute
value of profit or loss after tax.

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 Some of the items mentioned in Para – B are given below:

S. Particulars Timeline for

No. Disclosure
1 Commencement or postponement of Within 12 hours
commencement of Commercial Production of any
Regulation unit/division
30: 2 Arrangements for strategic, technical, Within 12 hours
Disclosure manufacturing or marketing tie-up; etc.
of Events or 3 Capacity addition or product launch Within 12 hours
Information
4 Orders issued by courts or judicial bodies Within 24 hours
5 Pendency or outcome of litigation or dispute With 24 hours
which may impact the Company
6 Granting, surrender or suspension of key licenses Within 24 hours
or regulatory approvals

53
 Please refer to SEBI Circular No. SEBI/HO/CFD-PoD-
1/P/CIR/2023/123 dated July 13, 2023, to grasp the complete
scope of the Amendments to SEBI (LODR) Regulation, 2015.

Regulation The circular provides detailed explanation on the following:

30: 1. Details that need to be provided while disclosing the events
Disclosure given in Schedule – III of SEBI (LODR) Regulation;
of Events or 2. Timelines for disclosing events given in Part – A of Schedule
Information – III;
3. Guidance on when an event / information can be said to
have occurred; and
4. Guidance on the criteria for determination of materiality of
events / information.
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 Adoption of Policy:
• The Company shall adopt a policy on Dissemination of Material Events and place it in
the website of the Company.

• The events that are give in Para – A of Part – A of Schedule – III of SEBI (LODR)
Regulations shall be deemed to be material events i.e., the same need to be disclosed
to the Stock Exchanges without the application of concept of materiality.
Regulation • Example: acquisition, scheme of arrangement, issuance of forfeiture of
securities, New/Revision of Credit Ratings, etc.
30:
Disclosure •The items mentioned in Para – B of Part – A of Schedule – III shall be disclosed to Stock
of Events or Exchanges upon application of concept of materiality.
Information • Example: Commencement or postponement of commencement of Commercial
Production of a unit, Capacity addition or product launch, effects of changes in
regulatory frame work on the Company, etc.

Note: Please refer to Part – A of Schedule – III of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the complete list of items mentioned in Para
– A or Para – B.

55
 Clarification on news items published in mainstream media:
i. The Company shall confirm or deny or clarify on any event or information reported in the
mainstream media which is not general in nature and which indicates any rumours of an
impending specific material event or information and intimate the same to the stock
exchanges within 24 hours of reporting of such event or information.
ii. If the Company confirms the reported event or information, it shall also provide the current
stage of such event or information.
Regulation iii. If any news item about the Company is published or telecasted, the Company shall either
30: confirm or deny such news item on Suo Moto basis.
Disclosure iv. Earlier shock exchanges used to seek clarification from the Company, now the Company shall
clarify on its own without any query from the stock exchanges.
of Events or
Information Mainstream Media means:
i. Newspapers registered with the Registrar of Newspapers for India; and

ii. News channels permitted by Ministry of Information and Broadcasting under Government of
India.

Note: The above provision is applicable to Top 100 Listed Companies by market capitalization with
effect from February 1, 2024 and to Top 250 Listed Companies by market capitalization with
effect from August 1, 2024.
56
 • Shareholding Pattern shall be filed with the
Shareholding Stock Exchanges within 21 days from the
Pattern – end of each quarter i.e., on or before 21st
Regulation - April, 21st July, 21st October and 21st
January.
31(1)(b)
• The Report shall be filed in XBRL mode.

57
 • The listed entity shall submit to the stock exchange the
Statement of following statement(s) within forty-five days from the end of
each quarter with regard to deviation in utilization of funds
deviation(s) raised through public issue, rights issue, preferential issue etc.:

or a)indicating deviations, if any, in the use of proceeds from the

objects stated in the offer document or explanatory
variation(s) statement to the notice for the general meeting, as
applicable;
in utilization b) indicating category wise variation (capital expenditure, sales
of issue and marketing, working capital etc.) between projected
utilisation of funds made by it in its offer document or
proceeds– explanatory statement to the notice for the general meeting,
as applicable and the actual utilisation of funds.
Regulation • The statement(s) shall be continued to be given till such time
32 the issue proceeds have been fully utilised or the purpose for
which these proceeds were raised has been achieved.
58
 1.Quarterly Financial Results shall be filed with Stock Exchanges
within 45 days from the end of quarter;
2.Annual Financial Results, shall be filed within 60 days from the
end of Financial Year.
3.Financial Results shall be submitted to the Stock Exchanges
Financial within 30 Minutes of the Conclusion of Board Meeting.
4.The Financial Results in XBRL mode shall be submitted to the
Results Stock Exchanges within 24 hours from the Conclusion of Board
Meeting.
Regulation– 5.The Financial Results shall be published in news papers within 48
hours of conclusion of Board Meeting in the specified format.
33(3)(a) 6.If a Company has a Subsidiary, then Standalone and Consolidated
Financial Results shall be submitted
7.If the Un-Audited Financial Results are submitted, then the same
shall be accompanied by Limited Review Report.
8.If the Audited Financial Results are submitted, then the same
shall be accompanied by Audit Report

59
 • Annual Report shall be filed with the Stock
Exchanges not later than the day of
Annual commencement of dispatch to the
Shareholders i.e., a day prior to the sending
Report Reg. of Annual Report to the Shareholders.
34 (1) • The Annual Report shall be filed with Stock
Exchanges in XBRL mode at the time of
filing the same with ROC after the AGM.

60
 • Top 1000 Companies by market capitalization as on 31st
March of the preceding year shall prepare a report on
Regulation 34 Business Responsibility and Sustainability Report (BRSR) on
(2) (f) – the environmental, social and governance disclosures in
the specific format prescribed by SEBI.
Business
Responsibility • SEBI has introduced the BRSR Core, a subset of BRSR,
providing disclosures and assurance for the value chains of
and listed Companies.
Sustainability
• The Company shall include the BRSR report as a part of its
Report (BRSR) Annual Report and also file the same with the stock
exchanges in XBRL and also in PDF format.

61
 • Timelines for applicability of BRSR Core are:
Regulation 34
(2) (f) – Financial Year Applicability
(by market capitalization)
Business 2023-24 Top 150 Listed Companies
Responsibility 2024-25 Top 250 Listed Companies
and 2025-26 Top 500 Listed Companies
Sustainability 2026-27 Top 1000 Listed Companies
Report (BRSR)

62
 Compliance
Certificate • Compliance Certificate duly signed by a
Practicing Company Secretary confirming
w.r.t Transfer that all certificates have been issued within
or 30 days of the date of lodgment for transfer,
transmission sub-division, consolidation, renewal,
or exchange or endorsement of call/allotment
monies, shall be filed with Stock Exchanges
transposition within 30 days from the end of Financial
of Securities Year i.e., on or before 30th April.
- 40(10)
63
 • The Listed Company shall give at least 7
working days advance notice to the
Stock Exchanges about the record date
specifying the purpose of the record
Record Date date.
– Regulation
42 • The Listed Company shall ensure the
time gap of at least thirty days between
two record dates

64
Reconciliation
of Share • Reconciliation of Share Capital Audit Report
Capital shall be filed with the Stock Exchanges
within 30 days from the end of quarter i.e.,
Audit Report on or before 30th April, 30th July, 30th
–76 of October and 30th January .
SEBI(DP) • The report shall be filed in XBRL mode and
Regulations, also in PDF.
2018

65
SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011

66
 • Regulation 3(1): An acquirer along with Persons
Acting in Concert (PAC) who holds less than 25%
shares or voting rights in a Listed Company and
Regulation 3(1) & agrees to acquire shares or acquires shares which
(2) - along with persons acting in concert which would
entitle him to exercise 25% or more shares or
Open Offer voting rights in the Listed Company will need to
make an open offer before acquiring such
additional shares over and above 25%.

67
 • Regulation 3(2): An acquirer who along with persons acting
in concert holds 25% or more shares but less than the
maximum permissible non-public shareholding of 75% in a
Regulation 3(1) & Listed Company, cannot acquired more than 5% shares or
voting rights in a financial year i.e., from 1st April to 31st
(2) - March unless such person makes an open offer.
Open Offer
• While calculating 5%, cumulative shares purchased shall be
taken. In other words, shares sold during the financial year
shall not be deducted while calculating the limit of 5%.

68
 • Any acquirer along with persons acting in concert acquires 5%
or more shares or voting rights in a Company shall disclose
their aggregate shareholding or voting rights in such target
Company to the Stock Exchanges and Company within 2
working days of such acquisition/allotment.
• Creation or release of encumbrance shall be treated as an
Regulation acquisition or disposal.
29(1)
• Encumbrance means:
Initial
a.any restriction on the free and marketable title to shares, by
Disclosure whatever name called, whether executed directly or
indirectly;
b.any pledge, lien, negative lien, non-disposal undertaking; or
c.any covenant, transaction, condition or arrangement in the
nature of encumbrance, by whatever name called, whether
executed directly or indirectly
69
 • If a person along with persons acting in concert
already holds 5% or more shares or voting rights, in a
Regulation Company, then the details of sale or purchase of
29(2) shares representing 2% or more of the Share capital
of the Company shall be disclosed to the Company
Change in and Stock Exchanges within 2 working days from the
Shareholding date of said sale or purchase of shares.
• Creation or release of encumbrance shall be treated
as an acquisition or disposal.

70
 • Every promoter of the Company and
Regulation persons acting in concert with promoters
31(1) shall disclose details of creation of
encumbrance on shares to the Stock
Encumbrance Exchanges and Company within 7 working
by Promoters days from the date of creation of
encumbrance.

71
 • Every promoter of the Company and persons acting in
concert with promoters shall disclose details of
Regulation 31(2) Invocation or Release of encumbrance on shares to the
Stock Exchanges and Company within 7 working days
Release / from the date of the invocation or release of
Invocation of encumbrance.
Encumbrance on
• Encumbrance means restriction like liens, charges,
Promoter claims, options, pledges, rights of other parties, voting
Holding trusts, proxies, stockholder or similar agreements on
the free and marketable tile of the securities mainly for
attaining loan.

72
 • The promoter of the Company shall declare on a
yearly basis that he/she, along with persons acting
Regulation 31(4) in concert, have not made any encumbrance,
directly or indirectly, other than those already
Declaration of disclosed during the financial year, within seven
encumbrance by working days from the end of each financial year
Promoters to (a) every stock exchange where the shares of
the target company are listed; and (b) the audit
committee of the target company.

73
SEBI (Prohibition of Insider Trading)
Regulations, 2015

74
 • The Board Of Directors of the Company shall ensure that a structured digital
database is maintained of every person required to handle Unpublished Price
Sensitive Information (UPSI) containing the nature of UPSI and the names of
Regulation 3(5) such persons who have shared the information and also the names of such
persons with whom information is shared along with the PAN or Passport
& (6) – Number where PAN is not available.

Structured • Such database shall be maintained internally with adequate internal controls
and checks such as time stamping and audit trails to ensure non-tampering of
Digital the database.

Database • The data of the Structured Digital Database shall be maintained for at least 8
(SDD) years from the completion of a transaction (i.e., sharing of UPSI).

• Irrespective of whether an UPSI is shared internally or externally, necessary

recording should be made in SDD

75
A specimen format of SDD is as follows:
Doc Nature of UPSIPurpose Shared Shared Shared by Shared by Shared Remarks Recipient
No Of Person by Emp Person Name, Person ID by Type
Sharing Type Code Email ID & Type Person (DP /
(DP/Othe Mobile No. (PAN / ID Other
r than Passport) Number than DP)
DP) (PAN /
Passport
Number)

Recipient Recipient Recipient Category ID Type ID Number Email ID Mobile No UPSI Shared Effective
On
Emp Code Name Entity (PAN / (PAN / Upto
Passport) Passport
Number)

76
 • Every person on appointment as a Key Managerial
Regulation Person (KMP) or a Director of the Company or
upon becoming a promoter or member of the
7(1)(b) promoter group, shall disclose his/her holding of
securities of the Company as on the date of
Initial appointment or becoming a promoter, to the
Disclosure Company within 7 days of such appointment or
becoming a promoter.

77
 • (a) Every Promoter or member of the promoter group or
Designated Person or Director of the Company shall
disclose to the Company, the number of shares acquired or
disposed of within 2 trading days of transaction, if the
Regulation 7(2) value of the shares traded, whether in one transaction or a
series of transactions during any calendar quarter,
Continual aggregates to a traded value in excess of Rs.10,00,000/-
(Rupees Ten Lakh) or such other value as may be specified.
Disclosures
• (b)The Company shall inform to the Stock Exchanges within
2 trading days of receipt of the disclosure or from
becoming aware of the information.

78
 • The Company shall adopt a Policy on:
Policy on Code of 1.Code of Practices on Fair Disclosure; and
Internal 2.Code of Conduct defining the procedures and
Procedures and conduct for regulating, monitoring and reporting of
Conduct for trading by insiders.
Regulating, • These polices will provide guidance to the employees
Monitoring and while handling unpublished price sensitive
Reporting of information.
Trading by • The Company shall place the policies on the website of
Insiders – the Company.
Regulation – 8 & • The Company shall intimate the Stock Exchanges about
9 the adoption of Code of Practices on Fair Disclosure
and any amendments thereof.

79
 • The trading window shall be closed when the Company Secretary
determines that a designated person or class of designated
persons can reasonably be expected to have possession of
unpublished price sensitive information.
• The Trading Window shall be closed from the first day of the
beginning of the quarter till 48 hours after the declaration of
Closure of quarterly / annual financial results.
Trading Example: for quarter ended 30th June, the trading window shall
Window be closed from 1st July till 48 hours after the declaration of
Financial Results.
• Designated persons and their immediate relatives shall not trade in
securities when the trading window is closed.
• The Company shall also update the dates of closure of trading
window on the portal of Designated Depository i.e., NSDL or CDSL.

80
Foreign Exchange Management Act, 1999

81
 • The Company need to file Form FC with Authorised Dealer (AD) for
Setting up remittance of funds to WOS / JV.
of a Wholly • Reserve Bank of India (RBI) will allot Unique Identification Number (UIN)
for each WOS / JV.
Owned • Share Certificate issued by WOS / JV shall be submitted to AD within 6
Subsidiary months from the date of investment.
(WOS) / • Total Financial Commitment in all WOS / JVs shall not exceed 400% of the
Joint Networth of the Indian Company.
Venture • Annual Performance Report (APR) shall be submitted to AD on or before
31st December of every year.
outside (JV)
outside • Financial Commitment means the aggregate amount of investments made
India by an Indian Company in the form of equity, guarantee and loan made in all
WOS or JV outside India.

82
 • Every Company which proposed to issue equity shares or Compulsorily
Convertible Securities to a person resident outside India shall comply with
Issuing of the following provisions:
Equity Shares
or 1.Obtain approval of RBI, if the Company is not eligible under automatic
route.
Compulsorily
Convertible 2.Comply with the threshold limit of maximum permissible percentage of
Foreign Direct Investment as defined in the Foreign Exchange Policy for
Securities various manufacturing or service activities undertaken by the Company.
(CCS) to a
person 3.The Company shall allot the securities within a period of 60 days from
the date of receipt of funds.
resident
outside India. 4.File Form FC-GPR with RBI within 30 days from the date of allotment of
Equity Shares or other securities.

83
 • Every person or a Company resident in India which transfers
Transfer of equity shares or other securities to a person resident outside
equity shares or India or vice versa shall file Form FC-TRS with RBI within 60
other securities days from the date of transfer of the securities or receipt of
from a person funds whichever is earlier.
resident in India
to a person
resident Note:
outside India - • The Forms FC-GPR and FC-TRS shall be filed through FIRMS
Foreign portal of RBI.
Exchange • FIRMS stand for Foreign Investment Reporting and
Management Management System.
(Non-Debt
Instruments) • RBI or Authorised Dealer will take on record Form FC-GPR or
Rules, 2019 FC-TRS and allot a reference number.

84
 • ECBs are commercial loans raised by eligible resident entities from
recognised non-resident entities and should conform to parameters
such as minimum maturity, permitted and non-permitted end-uses,
maximum all-in-cost ceiling, etc.

External • A Company which proposes to avail ECB shall file Form ECB with
Authorised Dealer (AD) who will in turn submit the same to RBI.
Commercial • Upon receipt of Form ECB and satisfying that the Company is eligible
Borrowings for availing ECB, RBI will allot a Loan Registration Number (LRN). After
allotment of LRN, the Company can avail ECB.
(ECB)
• The Company which has availed ECB shall file Form ECB-2 with AD
within 7 working days from the close of every month till ECB is repaid.
• For example the Form ECB-2 return for the month of June shall be
filed by 7th July.

85
 Annual
Return on
Foreign • Every Company which has received Foreign Direct
Liabilities Investment (FDI) and /or made Overseas Direct
and Assets
(FLA) shall
Investment (ODI) shall file Foreign Liabilities and
be filed with Assets return with RBI on or before 15th July Every
Reserve Year
Bank of
India.

86
Stamp Act, 1899

87
 Introduction
Indian Stamp Act, 1899 is applicable to entire India
and each state has adopted its own Stamp Act on the
subjects on which it has jurisdiction. We may refer
the Indian Stamp Act for the subjects which are not
covered under State Stamp Act.

88
The following items are exclusively covered under
Indian Stamp Act referred under Schedule – I:

1. Bill of Exchange;
2. Cheques;
3. Promissory Note;
4. Bill of Landing;
5. Letter of Credit;
6. Policy of Insurance;
7. Transfer of Shares; and
8. Debentures.
89
 Some important stamp duties payable in the State of
Telangana.

• Affidavit has to be stamped with a value

Affidavit
of Rs. 20.

• Agreement or Memorandum of
Agreement or Memorandum of
Agreement has to be stamped with a
Agreement
value of Rs. 200.
90
Agreement for Deposit of Title
• To be stamped with a duty of 0.50% of
Deeds of Immoveable Property
the amount secured or Rs. 50,000,
for securing of Repayment of
which ever is lower
Debt

• To be stamped with a duty of 0.50% of

Pledge Agreement / Deed of
the amount secured or Rs. 2,00,000,
Hypothecation
which ever is lower

91
 • To be Stamped with a duty of 0.15% of
Articles of Association the Authorised Capital or Rs. 5,00,000,
(at the time of incorporation) which ever is lower with a minimum
stamp duty of Rs. 1000.

Articles of Association
• To be stamped with a duty of 0.15% of
(Increase of capital after the Increased Authorised Capital or
incorporation) Rs. 5,00,000, which ever is lower with a
minimum stamp duty of Rs. 1000.

92
Memorandum of Association • To be stamped with a value of Rs. 500.

Indemnity Bond • To be stamped with a duty of 3% of the

Value of Security subject to a maximum
of Rs. 500.

93
 Memorandum • To be Stamped with a duty of 2% of the Market Value of the
Transfer of property
Property
• The market value of the property shall be deemed to be the
consequent to amount of total value of the shares issued or allotted by the
Amalgamation or transferee Company, either in exchange or otherwise and the
Merger of amount of consideration, if any, paid for such amalgamation
Association or merger.

Power of Attorney
(not used for • Power of Attorney has to be stamped with a value of
dealing in Rs. 100.
immovable
property)
94
 • Stamp Duty on a security bond is 3% of
Security Bond the value of the security subject to a
maximum of Rs. 500.

• Stamp Duty on issue of securities is

0.005% on value of the securities.
Issue of Securities • Example: Stamp Duty of Rs. 5 shall be
payable on securities value of
Rs. 1,00,000.
95
 • Stamp Duty on transfer of securities is
Transfer of Securities 0.015% on value of the securities.
(other than Debentures) • Example: Stamp Duty of Rs. 15 shall be
payable on securities value of Rs. 1,00,000.

• Stamp Duty on transfer of Debentures is

0.0001% on value of the Debentures.
Transfer of Debentures • Example: Stamp Duty of Rs. 1 shall be
payable on Debenture value of
Rs. 10,00,000.
96
In case of difficulty in interpretation of Law:
In times of difficulty in interpretation of Law or in understanding the Sprit of Law, the
following may be referred:

 Judicial Precedents

 FAQs issued by Regulators

 Guidance Notes issued by Professional Institutes

 Publications on the Subject Matter

 Informal guidance issued by Regulators

97
Conclusion
We need to take a conservative and holistic view while interpreting the Law
because the penalties are very high for non-compliance.

“Sprit of Law is more important than

Logic or Practicality”

“Do your best and leave the Rest to the

Destiny”
98
Disclaimer:

The author has prepared this presentation on the basis of relevant Acts /
Notifications / GOs / Guidelines / Regulations issued by Regulators from
time to time. The author has made an effort to provide authentic
information, however, the reader is advised to refer the actual text of the
Act /Circulars /Notifications /Regulations, etc. This presentation shall not
be considered as an expert opinion or professional advice. The author
expressly disclaims all liability to any person who read this presentation or
any person who has acted on the basis of contents of this presentation.

99
S. Venkat Ramana Reddy
Company Secretary
Rain Industries Limited
100