Taxmann's Compliance Calendar under the Companies and SEBI Act

Page 1

Compliance calendar under the

Companies Act, 2013 and SEBI Act, 1992

As amended upto 12-07-2023

1 Compliance calendar under the Companies Act 2013 and SEBI Act 1992

Compliance calendar under the

Companies Act, 2013 and SEBI Act, 1992

As amended upto 12-07-2023

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 2
3 Compliance calendar under the Companies Act 2013 and SEBI Act 1992
Compliance calendar under the Companies Act 2013 and SEBI Act 1992 4 Contents 6 Compliances applicable to Unlisted Public Companies 8 Compliances applicable to the Private Limited Companies 10 Compliances applicable to the Non-Profit Companies (Section-8 Companies) 12 One Person Company & Small Company Compliance Calendar 14 Compliance Calendar for Listed companies 20 Compliances based on threshold limits under the Companies Act, 2013

Compliance calendar under the Companies Act 2013 and SEBI Act 1992

As Amended up-to 1st Feb, 2023

With the introduction of the Companies Act, 2013 in the year 2014, the compliance burden of every Company has increased substantially irrespective of the nature of the company, be it a Private Limited Company, Public Limited Company, Listed Company, Small Company, Section-8 Company or a One Person Company (OPC).

In order to increase transparency in reporting, the MCA and SEBI frequently come out with new amendments by way of circulars and notifications. Companies must adhere to all the applicable compliances within the specified due dates. Any noncompliance on the part of companies often results in heavy penalties. It is a good practice to keep a track of the relevant compliances as per the applicable provisions of the Companies Act, 2013/SEBI as the case may be.

Under the Companies Act, 2013, there are various compliances to be done on a time to time basis. For a better understanding of the same, we have categorized the various Compliances on the following basis:

(a) Event-based compliances: Compliance to be done on the occurrence or happening of a certain event, like Filing of E- form INC-22 on shifting of Registered Office of the Company.

(b) Time-based compliance: Compliances to be done on an annually, half-yearly, quarterly basis, like Filing of E- form AOC-4 and MGT-7.

(c) Specific Criteria based Compliance: Some compliances are based on paid-up share capital, turnover or any other specific requirement like the requirement to file E-Form AOC-4 (XBRL), Appointment of Company Secretary, etc.

In addition to the above-mentioned compliances, a listed company is also required to make various Quarterly, half-yearly, and event-based compliances and disclosures under the following regulations:

(a) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

(b) Compliances under SEBI (Depositories and Participants) Regulations, 2018

(c) Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

(d) Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

This Compliance Calendar has been bifurcated into the following parts:

1. Compliances applicable to Unlisted Public Companies.

2. Compliances applicable to Private Limited Companies.

3. Compliances applicable to Section-8 Companies.

4. Compliances applicable to One-Person Companies (OPC).

5. Compliance applicable to Listed Companies.

6. Compliances applicable on the basis of a certain threshold limit. This write-up also discusses in detail the compliances w.r.t. to holding of Annual General Meeting (AGM), Minimum no. of Board Meetings/Committee Meetings as required under the Law.

5 Compliance calendar under the Companies Act 2013 and SEBI Act 1992

Compliances applicable to Unlisted Public Companies

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 6
Applicable law Triggering Provision Compliance Statutory Timeline Due Date Required Form Reporting Authority Companies Act, 2013 Section 10A Declaration of commencement of business Within 180 Days from the incorporation date. Within 180 Days from the incorporation date INC- 20A ROC Section 89(6) Return to Registrar for declaration received under Section 89 Within 30 days from the receipt of declaration by the company Within 30 days from the receipt of declaration by the company MGT-6 ROC Section 90(4) Return to the registrar regarding declaration received under Section 90 Within 30 days from the receipt of declaration by the company Within 30 days from the receipt of declaration by the company BEN- 2 ROC Rule 12A of Companies (Appointment and Qualification of Directors) Rules 2014 Directors’ KYC by every Individual  who holds a DIN Within 6 months from the end of the financial year 30th September DIR – 3 KYC   ROC Section 139 Notice to the Registrar by the company for appointment of auditor Within 15 days of the appointment of an auditor Within 15 days the of appointment of an auditor ADT - 1 ROC Section 139(6) Appointment of First Statutory Auditor Appoint within 30 days from the incorporation date Within 30 days from the incorporation date NA NA Section 140 Notice of resignation by the auditor Within 30 days from the date of the resignation. Within 30 days from the date of the resignation. ADT – 3 ROC Section 117 Filing of Resolutions and agreements to the Registrar Within 30 days of the passing of resolution/ entering into agreement Within 30 days of the passing of resolution/ entering into an agreement MGT – 14 ROC Section 179 (3) (g) Adoption of Financials and Director Report Within 30 days of Board Meeting approving the Financial Statement and Board Report Within 30 days of Board Meeting approving the Financial Statement MGT - 14 ROC
1

Section-12 Notice of change of situation of Registered Office

Rule 9A of Companies (Prospectus and Allotment of Securities) Rules,2014

Order dated 22 January 2019 issued under Section 405

Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

Reconciliation of Share Capital Audit Report (Half- Yearly)

Within 60 days from the conclusion of each half year.

Return in respect of outstanding payments to Micro or Small Enterprise

Statement of unclaimed and unpaid amounts as specified in section 125.

Within 1 month from the conclusion of each half year.

31st October (For April-Sep)

30th April (For Oct-Mar)

Section 137

Section 184

Return of deposit or particulars of transaction not considered as deposit 1st Board Meeting and whenever there is a change in the disclosures already made.

or both MBP-1 NA, as the Director concerned is required to disclose this to the Company.

7 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Applicable law Triggering Provision Compliance Statutory Timeline Due Date Required Form Reporting Authority
Within 30 days of the
of the
Within 30 days of the change of the address INC-22 ROC
change
address
30th
PAS – 6 ROC
May (For Oct-Mar) 29th November (For April-Sep),
ROC
MSME-1
IEPF -2 IEPFA
Within a period of 60 days after the holding of AGM Within a period of 60 days after the holding of AGM
On or before 30th June of every year 30th June DPT-3 ROC
Filing of annual accounts 30 days from the date of AGM. Within 30 days from the date of AGM AOC-4/ AOC-4 CFS/AOC4 XBRL ROC Section 92 Filing of annual return To be filed within 60 days from the conclusion of AGM. Within 60 days from the date of AGM E - Form MGT - 7 ROC
Disclosure
Rule 16 of Companies (Acceptance of Deposits) Rules, 2014 1st Board Meeting and whenever there is a change in the disclosures already made.
of Interest by Director

Compliances applicable to the Private Limited Companies

of declaration received under Section 89

Section 90 (4)

of the significant beneficial owner

12A of Companies (Appointment and Qualification of Directors)

KYC by every Individual  who holds a DIN

30 days from the date of receipt of declaration by the company

Section 139 Notice to the Registrar by the company for appointment of auditor

15 days of appointment of an auditor

Section 140 Notice of resignation by the auditor

30 days from the date of the resignation.

Within 30 days of the passing of resolution/ entering into agreement

Within

Filing of Resolutions and agreements to the Registrar MGT – 14 ROC

Within

30 days of the change of the address

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 8
Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority Companies Act,
Section 10 A Declaration of
Within
the incorporation
Within 180 Days from the incorporation date INC- 20A ROC
Intimation
Within
Within
MGT-6 ROC
Within
Within
BEN- 2 ROC Rule
Directors’
Within
30th September DIR – 3 KYC   ROC
2013
commencement of business
180 Days from
date.
Section 89 (6)
30 days from the receipt of declaration by the company
30 days from the receipt of declaration by the company
Return
30 days from the date of receipt of declaration by the company
Rules 2014
6 months from end of the financial year
Within
Within
ADT - 1 ROC
15 days of appointment of an auditor
Appoint within 30
from the
Within 30 days from the incorporation date NA NA
Section 139(6) Appointment of First Statutory Auditor
days
incorporation date
Within
Within
ADT – 3 ROC
30 days from the date of the resignation.
Section 117 (except clause g)11
30 days of the passing of resolution/ entering into agreement
Section 12 Intimation of Change in the Registered Office INC-22 ROC 1 The clause (g) shall not apply to Private Companies, MCA GSR 464(E) dated 05.06.2015
Within 30 days of the change of the address 2

Order dated 22 January, 2019 issued under Section 405

Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

Rule 16 of Companies (Acceptance of Deposits) Rules, 2014

Return in respect of outstanding payments to Micro or Small Enterprise

Statement of unclaimed and unpaid amounts as specified in section 125.

Within 1 month from the conclusion of each half year.

Within a period of 60 days after the holding of AGM

31st October (For AprilSep)

30th April (For Oct-Mar)

Within a period of 60 days after the holding of AGM

IEPF -2 IEPFA

Return of deposit or particulars of transaction not considered as deposit or both

On or before 30th June of every year

Section 137 Filing of annual accounts 30 days from the date of AGM.

Section 92 Filing of annual return

To be filed within 60 days from the conclusion of AGM.

30th June DPT-3 ROC

Within 30 days from the date of AGM

Within 60 days from the date of AGM

Form AOC4/AOC-4 CFS/AOC-4

E - Form MGT - 7 ROC

Section 1842 Disclosure of Interest by Director.

In the First Board Meeting of the Financial Year and whenever there is a change in the disclosures already made.

MBP-1 NA, as the Director concerned is required to disclose this to the Company.

The interested director of a private company may participate in such meeting after disclosure of his interest, MCA GSR

9 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority
ROC
E-Form MSME-1
XBRL ROC
1st Board Meeting of the Financial Year and whenever there is change the disclosures already made 2
464(E) dated 05.06.2015

3

Compliances applicable to the Non-Profit Companies (Section-8 Companies)

Rule 12A of Companies (Appointment and Qualification of Directors)

Section 139 Intimation regarding the appointment of Statutory Auditor.

Section 139(6) Notice to the Registrar for appointment of First Statutory Auditor

Section 140 Intimation regarding the resignation of Statutory Auditor

Section 117 Filing of Resolution and agreements as specified in Section 117 (3)

Within 30 days from the receipt of the declaration by the company MGT-6

Within 30 days from the receipt of the declaration by the company

Within 30 days from the receipt of declaration by the company

Directors’ KYC by every Individual  who holds a DIN DIR

ROC

2 ROC

Within 15 days of the appointment of an auditor

ADT

Within 30 days of the passing of the resolution/ entering into agreement

Within 30 days from the date of the resignation.

Within 30 days of the passing of the resolution/ entering into agreement

– 3

ROC

- 1 ROC

– 1 ROC

Section 12 Intimation of Change in the Registered Office

Return in respect of outstanding payments to Micro or Small Enterprise

Within 30 days of the change of the address

Within 30 days of the change of the address

31st October (For April-Sep) 30th April (For Oct-Mar)

INC-22

E-Form MSME-1

ROC

ROC Order dated 22 January, 2019 issued under Section 405

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 10
Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority Companies Act,
Within
Within 180
date INC- 20A ROC
2013 Section 10 A Declaration of commencement of business
180 Days from the incorporation date.
Days from the incorporation
Section 89(6) Intimation of declaration received under Section 89
Section 90(4) Intimation of declaration received under Section 90
Within 30 days from the receipt of declaration by the company BEN-
Rules 2014
Within 6 months from end of the financial year KYC
30th September
ADT
Within 15 days of the appointment of an auditor
Appoint within 30 days from the incorporation date
Within 30 days from the incorporation date
Within 30 days from the date of the resignation.
ADT – 3 ROC
MGT –14 ROC
Within 1 month from the conclusion of each half year.

Audit, Transfer and Refund) Rules, 2016

Rule 16 of Companies (Acceptance of Deposits) Rules, 2014

of deposit or particulars of transaction not considered as deposit or both

Section 137 Filing of annual accounts

Section 92 Filing of annual return To be filed within 60 days from the conclusion of AGM.

Section 1843 Disclosure of Interest by Director.

1st Board Meeting of the Financial Year and whenever there is a change the disclosures already made

NA, as the Director concerned is required to disclose this to the Company.

3 Directors of a section -8 company need to make subsequent disclosure only if the transaction with reference to section 188 on the basis of terms and conditions of the contract or arrangement exceeds one lakh rupees. MCA GSR 466(E) dated 05.06.2015.

11 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority
(Accounting,
Statement of
Within a period of 60 days after the holding of AGM Within a period of 60 days after the holding of AGM IEPF -2 IEPFA
On or
year 30th
DPT-3 ROC
Rule 5 (8) of IEPF Authority
unclaimed and unpaid amounts as specified in section 125.
Return
before 30th June of every
June
30
Within
Form AOC-4/
CFS/AOC-
XBRL ROC
days from the date of AGM.
30 days from the date of AGM
AOC-4
4
E - Form MGT
ROC
Within 60 days from the date of AGM
- 7
In the First Board Meeting of the Financial Year and whenever there is a change in the disclosures already made. MBP-1

4

One Person Company & Small Company Compliance Calendar

Section 89(6) Intimation of declaration received under Section 89

30 days from the receipt of declaration by the company

Section 90(4) Intimation of declaration received under Section 90

Rule 12A of Companies (Appointment and Qualification of Directors)

Directors’ KYC by every Individual  who holds a DIN

30 days from the receipt of declaration by the company

Within

30 days from the receipt of declaration by the company

September

2

Within 15 days of appointment of an auditor

- 1 ROC

Section 139(6) Notice to the Registrar for appointment of First Statutory Auditor

Section 140 Intimation regarding resignation of Statutory Auditor

Within 30 days from the date of the resignation.

Within 30 days of the passing of resolution/ entering into agreement

Within 30 days from the incorporation date

Within 30 days from the date of the resignation.

– 3 ROC

Section 12 Intimation of Change in the Registered Office

Within 30 days of the change of the address

MGT –

14 ROC

INC-22

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 12
Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority Companies Act,
Section 10A Declaration of
Within 180 Days from the incorporation date. Within 180 Days from the incorporation date INC- 20A ROC
2013
commencement of business
Within
Within
MGT-6 ROC
30 days from the receipt of declaration by the company
BEN-
Within
Within
ROC
30th
DIR –
Rules 2014 KYC   ROC
6 months from end of the financial year
3
Section 139 Intimation regarding appointment of Statutory Auditor.
Within 15 days of appointment of an auditor ADT
Appoint within 30 days from the incorporation date ADT –
1 ROC
ADT
Section 117 Filing of Resolution and agreements as specified in Section 117 (3)
Within 30 days of the passing of resolution/ entering into agreement
Within 30 days of the change of the address
ROC

Section 137 Filing of annual accounts

Section

Section 184 Disclosure of Interest by Director.

In the First Board Meeting of the Financial Year and whenever there is a change in the disclosures already made.

1st Board Meeting of the F.Y. and Whenever there is change the disclosures already made

NA, as the Director concerned is required to disclose this to the Company.

13 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority Order dated 22 January,
issue under Section
Return in respect of outstanding payments to Micro or Small
Within 1 month from the conclusion of each half year. 31st October (For April-Sep) 30th April (For Oct-Mar) E-Form MSME-1 ROC Rule
of
(Acceptance of Deposits)
Return of deposit or
of
not considered as deposit or
On or before 30th June of every year 30th June DPT-3 ROC
2019
405
Enterprise
16
Companies
Rules, 2014
particulars
transaction
both
30
Form AOC-4/
CFS/AOC-
XBRL ROC
days from the date of AGM. Within 30 days from the date of AGM
AOC-4
4
E
MGT –
ROC
92 Filing of annual return To be filed within 60 days from the conclusion of AGM. Within 60 days from the date of AGM
- Form
7A
MBP-1

Compliance Calendar for Listed companies

5.1 Compliances under the Companies Act, 2013.

Act, 2013 Section 10A Declaration of commencement of business

Section 89(6) Intimation of declaration received under Section 89

Section 90(4) Intimation of declaration received under Section 90

Rule 12A of Companies (Appointment and Qualification of Directors)

Directors’ KYC by every Individual  who holds a DIN

180 Days from the incorporation date.

30 days from the receipt of declaration by the company

30 days from the receipt of declaration by the company

Within

180 Days from the incorporation date

30 days from the receipt of declaration by the company

30 days from the receipt of declaration by the company

September

2

Within 15 days of the appointment of an auditor

- 1 ROC

Section 139(6) Notice to the Registrar for appointment of First Statutory Auditor

Section 140 Intimation regarding the resignation of Statutory Auditor

Within 30 days from the date of the resignation.

– 1 ROC

ADT –

Within 30 days of the passing of resolution/ entering into agreement

Within 30 days of the passing of resolution/ entering into an agreement

Within 30 days of Board Meeting approving the Financial Statement

MGT

– 14

Within 30 days of the change of the address

Within

INC-22

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 14
Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority
Within
Within
INC- 20A ROC
Companies
Within
Within
MGT-6 ROC
Within
BEN-
Within
ROC
30th
DIR
KYC
Rules 2014 ROC
6 months from end of the financial year
– 3
Section 139 Intimation regarding the appointment of Statutory Auditor.
Within 15 days of the appointment of an auditor ADT
Appoint within 30 days from the incorporation date ADT
Within 30 days from the incorporation date
Within 30 days from the date of the resignation. ROC
3
Section 117 Filing of Resolution and agreements as specified in Section 117 (3)
ROC
Section 179 (3) (g) Adoption of Financials and Director Report
Within 30 days of Board Meeting approving the Financial Statement and Board Report MGT
- 14 ROC
Section-12 Intimation of Change in the Registered Office 5
30 days of the change of the address
ROC

Rule 9A of Companies (Prospectus and Allotment of Securities) Rules,2014

Order dated 22 January 2019 issued under Section 405

Rule 5 (8) of IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016

Rule 16 of Companies (Acceptance of Deposits) Rules, 2014

Reconciliation of Share Capital Audit Report (Half- Yearly)

Return in respect of outstanding payments to Micro or Small Enterprise

Statement of unclaimed and unpaid amounts as specified in section 125.

Return of deposit or particulars of transaction not considered as deposit or both

Section 92 Filing of annual return

Within 60 days from the conclusion of each half year.

Within 1 month from the conclusion of each half year.

30th May (For Oct-Mar)

29th November (For April-Sep),

31st October (For April-Sep)

30th April (For Oct-Mar)

Within a period of 60 days after the holding of AGM

Within a period of 60 days after the holding of AGM

Section 121 Report on Annual General Meeting

Within 30 days from the date ofn AGM

Within 30 days from the date of AGM

E

- Form

- 7

1st Board Meeting AND whenever there is a change in the disclosures already made.

Within 30 days from the date of AGM

MBP-1

MGT-15

15 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Applicable law Triggering Provision Detailed Provision Statutory Timeline Due Date Required Form Reporting Authority
PAS – 6 ROC
MSME-1 ROC
IEPFA
IEPF -2
DPT-3 ROC
On or before 30th June of every year 30th June
Section 137 Filing of annual accounts 30 days from the date of AGM. AOC-4 XBRL ROC
MGT
To be filed within 60 days from the conclusion of AGM. ROC
Within 60 days from the date of AGM
Section 184 Disclosure of Interest by Director
1st Board Meeting AND whenever there is a change in the disclosures already made.
NA, as the Director concerned is required to disclose this to the Company.
ROC

5.2 Compliances under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

5.2.1

32 (1) read with Circular No. CIR/CFD/CMD1 /162/2019, DATED 24-12-2019

5.2.2

23 (9)

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.

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 16
SEBI (Listing Obligations and Disclosure
Regulation Compliance Timeline Due date Q1 Ending June Q2 Ending September Q3 Ending December Q4 Ending March Regulation 31 (1) (b) Disclosure of Shareholding Pattern Within 21st day from the end of the quarter By 21st July By 21st October By 21st January By 21st April 27(2)(a) Corporate Governance Report Corporate Governance Report Within 21 days from the end of the quarter. By 21st July By 21st October By 21st January By 21st April Regulation
(3) (a) Financial Results along with Limited review report/ Auditor’s report Within 45 days from the end of the quarter except last quarter By 14th August By 14th November By 14th February By 30th May Regulation
Statement of Grievance Redressal Mechanism Within 21 days from the end of the quarter. By 21st July By 21st October By 21st January By 21st April Regulation
Statement of deviation(s)
variation(s) Within 45/60 days from the end of the quarter By 14th August By 14th November By 14th February By 30th May
Quarterly Compliance under the
Requirements) Regulations, 2015
33
13 (3)
or
Regulation Compliance Timeline Due Date Half-yearly Ending September Half-yearly Ending March
Half Yearly Compliance under the SEBI
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
Regulation
Disclosures
Within 15 days of publication of Financial results Within 15 days of publication of Financial results

5.2.3 Annual Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Regulation 24A

Regulation 26 (3)

Compliance Report

affirmations for compliance with code of conduct

Regulation 7 (3) Compliance certificate by the share transfer agent

60 days of the end of the financial year

the 1st  BM in every Financial Year

30 days from the end of financial year.

Regulation 14 Payment of listing fees & Other charges Within 1 month of end of 31st March every year

Regulation 33 (3) (d) Financial Results along with Auditor’s Report Within 60 days from the end of the financial year

Regulation 34(1) Annual Report Not later than the day of commencement of dispatch to its shareholders.

Regulation 40 (10) Transfer or transmission or transposition of securities Within 30 days from the end of the financial year

Circular No. SEBI/HO/DDHS/ CIR/P/2018/144 Initial Disclosure requirements for large entities

Circular No. SEBI/HO/DDHS/ CIR/P/2018/144 Annual Disclosure requirements for large entities

Within 30 days from the beginning of the FY

Within 45 days of the end of the FY

Regulation 40 (9) Certificate from Practicing Company Secretary. Within 30 days of the end of the financial year.

Regulation 44(3) Submission of Voting Results to Stock Exchange Within two working days of the conclusion of General Meeting

the 1st Board Meeting in every Financial Year

30th April

By 30th April

By 30th May every year

Not less than 21 days before the AGM

By 30th April

By 30th April

15th May

30th April

5.2.4 Event Based Compliance under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Regulation Compliance Timeline

Regulation 7(5) Intimation of appointment of Share Transfer Agent

Regulation 28 (1)  In-principal approval of recognized stock exchange(s)

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.

Regulation 29 (1) (a) and Regulation 29(2) Prior intimation of Board meeting for Financial Results

Regulation 29(3) Prior intimation of Board Meeting for alteration in nature of securities etc.

Within 7 days of Agreement with RTA

Before issuing securities

At least two working days in advance, excluding the date of the intimation and date of the meeting

At least five days in advance (excluding the date of the intimation and date of the meeting)

At least eleven working days in advance

17 Compliance calendar under the Companies Act 2013 and SEBI Act 1992
Regulation
Due
By
Compliance Timeline
Date
Secretarial
within
30th May every year
Annual
At
At
Within
By
By
By

Regulation Compliance Timeline

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.

Regulation 30 (11) Top listed entities to verify market rumours

Top 100 listed entities1 (with effect from October 1, 2023) and thereafter 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.

Regulation 31(1)(a) Shareholding Pattern prior to listing of securities

Regulation 31(1)(c) Shareholding Pattern in case of capital restructuring

Regulation 37(2) Draft Scheme of arrangement

Regulation 39(3) Loss of share certificates and issue of the duplicate certificates

Regulation 44(3) Voting Results

Regulation 45(3) Change in name

One day prior to listing of securities

Within 10 days of any change in capital +/- 2%

Obtain observation letter or Noobjection letter from the stock exchange(s) before filing the scheme with any court or tribunal

Within two days of getting information

Within two working days of conclusion of General Meeting

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.

Regulation 46 Website

The listed entity shall maintain a functional website containing the basic information about the listed entity.

5.3 Compliances under SEBI (Depositories and Participants) Regulations, 2018

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 18
Regulation Compliance Timeline Due Date Regulation 76  Reconciliation of Shares and Capital Audit Within 30 days from end of quarter By 30th July/ October/ January/ April
74 (5) Processing of De mat requests form by Issuer/ RTAs  Within 15 days from the end of each quarter By 15th July/ October/ January/ April 1. From 01st April, 2024 onwards it shall be applicable on top 250 listed entities
Regulation

5.4 Compliances under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Regulation

31(1)

read with Regulation 31(3)

The promoter of every target company along with persons acting in concert shall disclose details of shares in such target company encumbered (except where such encumbrance is undertaken in a depository).

Regulation 31(2)

read with Regulation 31(3)

The promoter of every target company shall disclose details of any invocation of such encumbrance or release of such encumbrance (except where such encumbrance is undertaken in a depository).

Regulation 31(4)

read with Regulation 31(5)

The promoter of every target company shall declare on a yearly basis that he, along with persons acting in concert, has not made any encumbrance, directly or indirectly, other than those already disclosed during the financial year.

within 7 working days from the creation or invocation or release of encumbrance

Within 7 working days from the creation or invocation or release of encumbrance

• Every Stock Exchange where the shares of the target company are listed and

• the target company at its registered office

Within 7 working days from the creation or invocation or release of encumbrance

Within 7 working days from the creation or invocation or release of encumbrance

• Every Stock Exchange where the shares of the target company are listed and

• the target company at its registered office

within 7 working days from the end of each financial year

within 7 working days from the end of each financial year

• Every Stock Exchange where the shares of the target company are listed and

• The Audit Committee of the target company

5.5 Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015

Regulation 7(2)Continual Disclosures

Every promoter, member of the promoter group, designated person and director of every company shall disclose to the company number of securities acquired or disposed, if the value of the securities traded, in a calendar quarter, exceeds traded value in excess of 10 Lac

within two trading days of receipt of the disclosure or from becoming aware of such information

within two trading days of receipt of the disclosure or from becoming aware of such information

19 Compliance calendar under the Companies Act 2013 and SEBI Act 1992
Regulation Compliance Timeline Due Date Reporting Authority
Regulation Compliance Timeline Due Date

Compliances based on threshold limits under the Companies Act, 2013

137 XBRL

a) Listed Companies

b) Indian Subsidiaries of Listed Companies

c) Companies having Paid up Share Capital of 5 Cr. or more

d) Companies having turnover of 100 Cr. or more.

e) Companies which are required to prepare their financial statements in accordance with Companies (Indian Accounting Standards) Rules, 2015

a) Non-Banking Financial Companies

b) Banking Companies

c) Insurance Companies

d) Housing Finance Companies

CARO, 2020 Companies (Auditor’s Report) Order, 2020

Every company, including a foreign company as defined in sec 2 (42).

a) A Banking Company

b) An Insurance Company

c) A Section 8 Company

d) One Person Company

e) A Small Company

f) A Private Limited satisfying the following conditions:

1) Company which is not a holding of public company

2) Company which is not a subsidiary of public company

3) Paid-up capital and reserve and surplus of not exceeding Rs. 1 crore

4) Total borrowings from any bank or financial institution at any point of time during the financial year does not exceed Rs. 1 crore.

5) Total revenue as disclosed in Scheduled III to the Companies Act (including revenue from discontinuing operations) does not exceed 10 Crores.

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 20
Section Provision Applicability Exemption Due Date Form no. Reporting Authority
Section
30 days from conclusion of AGM AOC – 4 XBRL ROC
NA NA An annexure of CARO is to be attached with statutory Auditor’s Report. 6

all companies except those exempted need to prepare the Cash

Section 138 Internal Auditor Every listed company every unlisted public company having-

(i) paid up share capital of fifty crore rupees or more during the preceding financial year; or

(ii) turnover of two hundred crore rupees or more during the preceding financial year; or

(iii) outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year; or

(iv) outstanding deposits of twenty five crore rupees or more at any point of time during the preceding financial year; and

(c) every private company having-

(i) turnover of two hundred crore rupees or more during the preceding financial year; or

(ii) Outstanding loans or borrowings from banks or public financial institutions exceeding one hundred crore rupees or more at any point of time during the preceding financial year.

a)

b)

c)

d)

Companies not falling under the criteria as specified in column C.

21 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Section Provision Applicability Exemption Due Date Form no. Reporting Authority Cash Flow Statement
Flow Statement
One Person Company
Small company
Dormant company
private company (if it
start-up) NA NA NA
is a
Annually MGT14 ROC

Section 92 Certification by a Company Secretary on Annual return

Section 203 Appointment of Company Secretary

Section 204 read with Section 117

All Listed Companies or Companies with a paid-Up share capital of 10 Crore or more or Companies with a turnover of 50 Crore rupees or more

a) All listed Companies or

b) Companies having a paid-up share capital Rs. 10 Crore or more

Companies not falling under the criteria as specified in column C.

To be annexed with E- form MGT-7(filed within 60 days from date of AGM)

MGT – 8 ROC

Secretarial Audit

Companies not falling under the criteria as specified in column C

a) Every listed company

b) Material Indian unlisted subsidiaries of listed companies

c) Every public company having a paid-up share capital of 50 crore or more in an immediate preceding F.y.

d) Every public company having a turnover of 250 crore rupees or more in an immediate preceding F.y. or

d) Every Company having loans or borrowings from banks or public financial institutions of 100 crore rupees or more in an immediate preceding F.y.

Companies not falling under the criteria as specified in column C

Within 30 days from the board meeting in which appointment is approved.

Within 30 days from the board meeting in which appointment is approved

DIR –12 ROC

MGT14 Board of directors

Section 149 (6) Independent director

a) Listed company

b) Public companies with paid-up share capital of Rs. 10 crore or more.

c) Public companies with a turnover of Rs. 100 crore or more.

d) public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

1) Joint Venture

2) wholly owned subsidiary

3) Dormant Companies

Within 30 days from the board meeting in which appointment is approved.

DIR12 ROC

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 22 Section Provision Applicability Exemption Due Date Form no. Reporting Authority

Section 203 Key Managerial Personnel (other than CS)

a) All listed companies

b) All those Public companies that have paid-up share capital of Rs. 10 Crore or more.

Private Companies are exempted from filing E –form MR-1

1) Within 30 days from the board meeting in which appointment is approved

2) In case of appointment of MD/WTTD/ Manager MR-1 is also required to be filed Within 60 days from the date of appointment

Section 177 Audit

Committee

a) All listed Public Companies

b) Public companies with paid-up share capital of Rs. 10 crore or more.

c) Public companies with a turnover of Rs. 100 crore or more.

d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

IFSC Public Companies3

1) DIR –12

2) MR-1

ROC

Section 178 Nomination and Remuneration Committee

a) All listed Public Companies

b) Public companies with paid-up share capital of Rs. 10 crore or more.

c) Public companies with a turnover of Rs. 100 crore or more.

d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

IFSC Public Companies4

23 Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Section Provision Applicability Exemption Due Date Form no. Reporting Authority
Sec 177
not apply - Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.
Sec 178 shall not apply - Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.
3.
shall
4.

Section 178 Stakeholders Relationship Committee

a) All listed Public Companies

b) Public companies with paid-up share capital of Rs. 10 crore or more.

c) Public companies with a turnover of Rs. 100 crore or more.

d) Public companies with aggregate outstanding loans, debentures, and deposits, exceeding Rs. 50 crores.

Section 149 (1) Women Director

a) Listed companies

b) Public Companies having a Paid-Up Share Capital of Rs. 100 Crore or more; or

c) Public Companies having a turnover of Rs. 300 Crore or more

IFSC Public Companies

Section 177 (9) Vigil Mechanism

a) All listed companies

b) The company accepting deposits from the general public;

c) The companies that already have taken money from banks and public financial institutions in excess of Rs. 50 crores

IFSC Public Companies

Within 30 days from the board meeting in which appointment is approved.

DIR12 ROC

Section 135 Corporate Social Responsibility Committee

Companies Having:

(a) having net worth of Rs. 500 Crores or more during the immediately preceding Financial Year; or

(b) turnover of Rs. 1000 crores or more during the immediately preceding Financial Year ; or

(c) net profit of Rs. 5 crore or more during the immediately preceding Financial Year

Companies not falling under the criteria as specified in column C

For F.Y 202223, Form CSR-2 shall be filed separately on or before 31st March, 2024 after filing Form No.

AOC-4/AOC-4

NBFC/AOC-4

XBRL as the case may be

2

Compliance calendar under the Companies Act 2013 and SEBI Act 1992 24 Section Provision Applicability Exemption Due Date Form no. Reporting Authority
CSR-

Meeting Requirements

Applicable Section Type of Meeting Time line for holding meeting Exemptions/Relaxation, if any

Section 173 First Board Meeting Within 30 days from the date of incorporation

Section 173 Subsequent Board Meeting Minimum 4 meetings in a year. The gap between 2 meetings should not exceed 120 days.

IFSC Public Companies1

IFSC Private Companies2

OPC having 1 Director3

IFSC Public Companies1

IFSC Private Companies2.

Section-8 Companies4

One Person Company, Small Company, Dormant Company, Start-up Private Company 5

OPC having 1 Director3

Section 96 First AGM Within 9 months from the closure of first financial Year

Section 96 Subsequent AGM 30th Sep (Within 6 months from the closure of the financial Year)

Further the gap between 2 AGM should not exceed 15 months

Section 177 and Reg 18 of LODR

Section 178 and Reg 19 of LODR

Section 178 and Reg 20 of LODR

Audit Committee meeting

Minimum 4 times in a year and gap between two meetings should not exceed 120 days

Nomination and Remuneration Committee meeting

Stakeholders Relationship Committee meeting

Regulation 21 of LODR Risk Management Committee

Section 135 CSR Committee meeting

One Person Company

One Person Company

All Companies except listed companies can hold the meeting as and when necessary.

At least once in a year. All Companies except listed companies can hold the meeting as and when necessary.

At least once in a year. All Companies except listed companies can hold the meeting as and when necessary.

At least twice in a year. All Companies except listed companies

As and when company feel necessary.

1 IFSC Public Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year. - Exemption Notification to specified IFSC Public Companies, GSR 08 (E) dated 04.01.2017.

2. IFSC Private Companies shall hold the first meeting of the Board of Directors within sixty days of its incorporation and thereafter hold at least one meeting of the Board of Directors in each half of a calendar year- Exemption Notification to specified IFSC Private Companies, GSR 09 (E) dated 04.01.2017.

3. Provisions of Board meeting shall not apply to an OPC having only 1 Director- Proviso to Section 173 (5).

4. Section 8 companies shall hold at least one meeting within every six calendar months- Notification no. G.S.R. 466(E) dated 5th June, 2015.

5. A One Person Company, small company, dormant company and a private company (if such private company is a start-up) shall be deemed to have complied with the provisions of this section if at least one meeting of the Board of Directors has been conducted in each half of a calendar year and the gap between the two meetings is not less than ninety days Section 173 (5)

25 Compliance calendar under the Companies Act 2013 and SEBI Act 1992
Compliance calendar under the Companies Act 2013 and SEBI Act 1992 Our Associations Income-tax Department Income-tax Appellate Tribunal Indian Institute of Banking & Finance National Institute of Securities MarketsAn Education Initiative of SEBI

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