Post-IPO Compliance

Requirements

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IPO- A Double Edged Sword-Positives & Negatives

Positives Negatives

1 1
Economical Source Sunk Cost of
of Finance Public Offer.

2 2
Dilution of
New Ownership
Shareholding &
Opportunity
Control

3 Offers Premier Market

Capitalization/Visibility
3 Increased Cost/Time of
Regulatory Compliance

Exit Route for

Existing Investors
4 Possibility of
Hostile Takeover
4
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Compliances Requirements w.r.t. SEBI (LODR) Regulations, 2015
Compliance Requirements as per SEBI (LODR) Regulations, 2015

1. Regulation 7 (3) – Compliance Certificate certifying maintaining physical & electronic transfer
facility- Submission of compliance certificate to the exchange, within one month of end of each half
of the financial year.
2. Regulation 13 (3) - Statement of Investor complaints- Filing of a statement showing the status of
Investor Complaints within 21 days from the end of each quarter.
3. Regulation 27 (2) - Corporate Governance- Submission of report on Corporate Governance within
15 days from the end of each quarter. (Paid Up Capital > 10 Cr. And Net Worth > 25 Cr.) (Clause 49
of LA)
4. Regulation 31 - Shareholding Pattern- Submission of a statement showing Shareholding Pattern
separately for each class of securities as below:- (Clause 35 of LA)
 one day prior to listing of its securities on the stock exchange(s);
 on a quarterly basis, within 21 days from the end of each quarter;
 Within 10 days, If Capital Restructuring results into a change of more than 2% of paid-up share capital.

5. Regulation 22 - Vigil Mechanism- The company shall formulate a vigil mechanism for directors
and employees to report their concerns. (Section-178)
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Compliance Requirements as per SEBI (LODR) Regulations, 2015-Continued

6. Regulation 33 - Financial Results- Submission of Quarterly financial results (additionally a

statement of assets & liabilities needs to be submitted on half yearly basis) to the exchange within 45
days of end of each quarter along with Unaudited Limited Review Report. & Audited Financial
Results, within 60 days from the end of FY along with audit report. (Clause 41 of LA)
7. Regulation 34 –Annual Report- Submission of Annual Report to the exchange and publish on its
website a copy of the annual report before the commencement of dispatch of copies to shareholders.
8. Regulation 40 (9) – Certificate from Practicing Company Secretary- Ensuring that the STA
produces a certificate from practicing CS within 1 month of end of each half of financial year
certifying that all certificates have been issued within 30 days of their respective lodgment. (Clause
47C of LA)
9. Reconciliation of Share Capital Audit (SEBI- DP Reg.55A)- A Reconciliation statement of Share
Capital is to be submitted on quarterly basis within 30 days of end of each quarter indicating share
capital held in depositories and in physical form with the listed capital duly audited by a practicing
CA/CS.

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Compliance Requirements as per SEBI (LODR) Regulations, 2015-Continued

10. Regulation 7 – Appointment of New Share Transfer Agent- In case of change or appointment of
new STA, the company shall enter into a tripartite agreement (Old STA, New STA & Company) and
intimate such change to the exchange within 7 days of entering the agreement.
11. Regulation 14 – Listing Fees & Other charges- The listed company shall be required to pay all fees
and charges, as applicable to the exchange as notified by the exchange from time to time.
12. Regulation 29 – Notice for Board Meeting to consider the prescribed matters- The company is
required to give prior intimation to exchange within time for matter specified in regulation 29 of
LODR. (e.g., 5 days advance intimation in case of Financial Results excluding date of intimation &
meeting)
13. Regulation 30 – Disclosure of Price-Sensitive Information- The Company is required to intimate
the exchange about the price sensitive information (event) both at the time of occurrence of event as
soon as reasonably possible and not later than 24 hours after the occurrence of the event/information.
(Clause 36 of LA)
14. Regulation 30 – Outcome of Board Meeting (Schedule III Part A- (4)- The company shall disclose
the information to the Exchange, within 30 minutes of the closure of the meeting.
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Compliance Requirements as per SEBI (LODR) Regulations, 2015-Continued

15. Regulation 42 – Notice for Record Date\Corporate Action- The Company is to ensure that there
is a gap of at least 30 days between 2 book closures and/or record dates. The Company shall give
an advance notice (in days) to the exchange for corporate actions as specified in the said
regulation for various corporate actions. (Clause 16 of LA)
16. Regulation 43 – Declaration of Dividend.- The Company must declare and disclose the dividend
on per share basis only. (Clause 20A of LA)
17. Regulation 43 A – Dividend Distribution Policy- The company may formulate a dividend
distribution policy based on the parameters given in said regulation and disclose such policy in its
annual report.
18. Regulation 44 – Voting Result- The company is required to submit details of voting results to the
exchange, within 48 hours of conclusion of its General Meeting. (Clause 35A of LA)
19. Regulation 46 - Company Website- The company shall maintain a functional website containing
the information about the company as stated in said regulation and any change in content is to
updated on website within 2 days of change of such content. (Clause 54 of LA)

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Compliance Requirements as per SEBI (LODR) Regulations, 2015-Continued
20. Regulation 7(2) - SEBI (Prohibition of Insider Trading) Regulations, 2015- Every promoter,
employee and director shall disclose to the company about the transaction/s in a calendar quarter,
if the value of such transaction/s exceeds 10 lakh rupees or as specified, within 2 days of such
transaction/s. The company shall notify the particulars of such transactions to the exchange within
2 trading days of receipt of such information.
21. Regulation 6 - Compliance officer and his obligations- The company shall appoint a qualified
CS as the compliance officer. (Clause 47 of LA)
22. Regulation 9 - Preservation of documents- The company shall have a BoD approved policy for
preservation of documents for documents which are permanent in nature and Other documents (at
least 8 years). The same can be preserved in electronic mode.
23. Constitution of Various Committees- The company is required to constitute following
committees as laid down in the regulations:-
 Regulation 18 - Audit Committee. (Section-177)
 Regulation 19 – Nomination & Remuneration Committee. (Section-178 (1))
 Regulation 20 – Stakeholders Relationship Committee. (Section-178 (2))
 Regulation 21 – Risk Management Committee.
 Section 135- Corporate Social Responsibility Committee
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Compliance Requirements as per SEBI (LODR) Regulations, 2015-Continued

24. Regulation 38 - Minimum Public Shareholding- The company shall comply with the minimum
public shareholding requirement as specified in Rule 19(2) & Rule 19A of SCRR,1957. (Clause
40 of LA)
25. Regulation 47 - Advertisement in Newspapers- The company shall publish the information in
newspaper as detailed in said regulation.
26. Regulation 23 - Related Party Transactions- The company shall submit to exchange and
publish on its website, Disclosures of related party transactions within 30 days from the end of
each half of FY. Consent of Board is required before entering into transaction with related parties.
27. Regulation 24A - Secretarial Audit- The company is required to undertake secretarial audit with
a CS in practice and same shall be annexed with Annual Audit Report. (Sec-205, Form MR-3)
28. Initial Disclosure Requirements w.r.t. Large Entities- Within 30 Days from the beginning of
FY. (Circular Ref:- LIST/COMP/05/2019-20 dated 11.04.2019)
29. Annual Disclosure Requirements w.r.t. Large Entities- Within 45 Days from the end of FY.
(Circular Ref:- LIST/COMP/59/2019-20 dated 03.03.2020)

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Click to edit page title

Compliances Requirements
w.r.t. Companies Act, 2013

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Compliance Requirements as per Companies Act, 2013

1. Section 91 – Closure of Register of Members- The company can close the register of members,
debenture holders, or any other security holder, by giving an advance notice of at least 7 days,
during the year for a period of not more than 45 days in total, provided register can’t closed for
more than 30 days at one time.
2. Section 92 - Annual Return- The company shall prepare its annual return in prescribed form
(MGT-7) duly signed by a practicing CS (MGT-8) and file it with ROC within 60 days of AGM.
3. Section 93 - Change in Shareholding Pattern-The company shall file return in form MGT-10
within 15 days of change in shareholding pattern of Promoters & Top 10 Shareholders of the
company.
4. Section 108 - E-Voting - The company is required to provide the facility to its shareholders to
exercise the voting rights in general meeting by electronic means. (Clause 35B of LA)
5. Section 120 - Maintenance of Records in Electronic Means- The company having more than
1000 shareholders etc. shall maintain its records in electronic mode in readable format.

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Compliance Requirements as per Companies Act, 2013-Continued

6. Section 121 - Report on Annual General Meeting- The company shall prepare report on its
AGM as per the prescribed form (MGT-15) and file the same with ROC within 30 days of AGM.
7. Section 134 - Director’s Report- The company needs to disclose in its director’s report the
details as required under the said section and shall form part of Annual Report. The company
needs to prepare its Financial Statements in eXtensible Business Reporting System (XBRL).
8. Section 136 & 137 - Right of Members to Signed FS-The company can dispatch its Financial
Statements to its members by Electronic Mode/Physical Mode/Publishing on website at least 21
clear days before the AGM. A copy of such adopted FS along with annual report shall be filed
with ROC (E-Form: AOC-4) within 30 days of AGM.
9. Section 138 - Internal Auditor - The company is required to appoint a Qualified CA/CMA/CS
as internal auditor to conduct the internal audit of the functions and activities of company.
10. Section 149(7) - Certificate of Independence- Every independent director is required to give
declaration about his independence at the very first board meeting as per sub section 6 and any
change in his independence to be declared in next meeting after such change
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Compliance Requirements as per Companies Act, 2013-Continued

11. Section 151 – Small Shareholder’s Director- If a representation from Small Shareholders as
prescribed from time to time is received then the company is compulsorily required to appoint a
Small Shareholder’s Director. (Lower of 1000 Small Shareholders and 1/10 th of Total Shareholders)
12. Section 203 - Key Managerial Personnel- The company needs to mandatorily appoint a whole
time key managerial personnel. (Rule 8 & 8A)
13. Section 184 - Disclosure of Interest by Director- Every Director in first Board Meeting of each
FY shall disclose his interest in other entities by submitting Form MBP-1. A fresh MBP-1 will be
submitted by director to the company in case there is any change from the previously provided
information.
14. Section 117 & 179 - Filing of Resolution - The company is required to file in form MGT-14 a
copy of resolution/agreement to ROC within 30 days of meeting in which such resolution is
proposed.
15. Section 90 – Disclosure of Significant Beneficial Owner- The Company shall file BEN-2 within
30 days of receipt of BEN-1 from shareholder. (SBN-if a person holding > 10% Beneficial Interest)
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Compliance Requirements as per Companies Act, 2013-Continued

16. Section 405 – Report on Delay in Payment to MSME- The company shall file a return disclosing
pending payments to MSME as at end of each half year in form MSME-1 to MCA within 1 month.
17. Section 173 – Board Meetings- The company needs to hold a minimum of 4 meetings of Board
and max gap between two meetings can’t be more than 120 days.
18. Section 88 – Maintenance of Statutory Registers- The company shall maintain mandatory
registers prescribed under the section & other sections of the act.
19. Section 139 – Appointment of Auditor- The auditor shall be appointed in its first AGM for 5
years and the information of the same is to filed with ROC in form ADT-1 within 15 days of AGM.
20. Section 204 – Secretarial Auditor- The company shall appoint a practicing CS for secretarial
audit and submit the information in form MGT-14 to ROC.
21. Charge etc.

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Compliance Requirements
w.r.t Listing Agreement

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Compliance Requirements as per Listing Agreement

1. Clause 19 - The company is required to give at least 2 days advance notice to the exchange
before convening a board meeting.
2. Clause 20 & 22 - The company is required to furnish information within 15 minutes of closure of
meeting for Dividend, Bonus Share, Buy-Back, Re-issue of Forfeited shares, Calls etc.
3. Clause 21 - The Company shall intimate at least 21 days in advance to the exchange about
payment of interest on debentures/bonds, redemption amount.
4. Clause 29 & 30 - The Company shall promptly notify the exchange of any change in nature of
business, Directorate, Managing Director, Auditors.
5. Clause 35B - The Company shall formulate a policy for ESOP, which shall be in compliance with
SEBI (ESOP & ESPS) Guidelines, 1999.
6. Clause 52 - The Company shall use Corporate Filing and Dissemination System (CFDS) for
filing information to stock exchange and Compliance officer shall be responsible person for the
same.

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Compliance Requirements as per Listing Agreement-Continued

7. Clause 53 - The company shall notify the exchange & disseminate through its website relevant
information required under the clause upon entering into an agreement with media companies.
8. Clause 55 - The company is required a Business Responsibility Report describing the initiatives
taken from environmental, social and governance perspective in prescribed format given under
the said clause.

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