Company Law

(3) Illustrative Compliance calendar under LODR for Entities which has listed its 51specified securities

Regulation

Filings/submissions/intimations/approval from SEs

Time line
 

Quarterly Compliance

from the end of the quarter

13(3)

Statement of Grievance Redressal (containing inter alia, no. of complaints pending at the beginning, received, resolved and pending at the end of the quarter)

Within 21 days

27(2)

Corporate Governance compliance Report incl. material RPTs

Within 15 days

31(1)

Statement showing holding of securities and shareholding pattern separately for each class of securities

Within 21 days

32(1)

Statement of 52deviation(s) or 53category wise variation(s) for public issue, rights issue, preferential issue etc.

Till the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved

Not specified

33(3)(a)

Quarterly Financial Results along with Limited review report

  • Stand alone; and
  • Consolidated, if such entity has subsidiaries

Within 45 days

Except for i.e., March ➔ within 60 days audited results to be published
 

Reconciliation of share capital audit report

Within 30 days
 

Half Yearly Compliance

From end of each half of FY

7(3)

A compliance certificate that all activities share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with SEBI

Within 1 month

40(9)

CS certificate that all certificates have been issued within 30 days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies

Within 1 month
 

Annual Compliance

From the end of FY

33(3)(d)

Financial Results along with Auditor’s Report:

Within 60 days

34(1)

Annual Report

on or before its dispatch to SH
 

Event Based Compliance

  

7(5)

Intimation of appointment of Share Transfer Agent

Within 7 days of Agreement with STA

28(1)

Obtain ‘in-principle’ approval of recognized stock exchange(s)

Before issuing securities

29

Prior intimation of BM for :

  

• Buyback, Dividend, Raising of Funds, Voluntary Delisting etc

At least 2 working days in advance

• Financial Results

At least 5 working days in advance

• alteration in form/nature of listed securities etc. OR alteration i.r.o. redeemable shares or of debentures or bonds

At least 11 working days in advance

30 (6)

Disclosure of any material events or information

ASAP not later than 24 hours from the occurrence of event or information

30 (6)

Disclosure of outcome of BMs

within 30 minutes of closure of BM

31(1)(a)

Shareholding Pattern prior to listing of securities

1 day prior to listing of securities

31(1)(c)

Shareholding Pattern in case of capital restructuring

Within 10 days of any capital restructuring resulting in change > 2% in paid-up capital

37(2)

Draft Scheme of arrangement

Obtain NoC from SEs before filing the scheme with any court or tribunal

39(3)

Information re: Loss of share certificates and issue of the duplicate certificates

Within 2 days of getting information

44(3)

Voting Results

Within 48 hours of conclusion of General Meeting

45(3)

Approval for change in name of the Co

On receipt of name confirmation from RoC, but before filing application with RoC

46

Maintain a functional website

  
  1. CANNOT:(i) be incorporated/converted into a S.8 Co; (ii) carry out NBFI activities; (iii) voluntarily convert into any other kind of Co up to 2 years from the date of incorporation i.e. if thresholds of paid-up share capital of ₹50 lakhs & average annual turnover of ₹ 2 crores is exceeded, then it has to compulsorily convert.
  2. “Affidavit” is substituted by “Declaration” pursuant to Co Amend Act, 2017 effective 27-Jul-18. Further emphasized on MCA portal in Apr’19 “... Only declaration by first subscriber(s) and director(s) in INC-9 is mandatory and affidavit is NOT required to be filed..”However suitable amendments are not yet made in Form INC 9.
  3. Effective 26-Jan-18 till 18-Mar-19, registration fees was not payable in respect of incorporation of NewCo with nominal capital of <₹10 lakhs
  4. Notified on 7-Jun-2019
  5. Similar S.11 was omitted by the Co (Amend) Act, 2015 effective. 29-May-2015; however reintroduced by the Co (Amend) Ordinances effective 2-Nov-2018
  6. Notified on 16-May-19
  7. Notified on 9-Feb-2018
  8. Notified on 10-Sep-2018
  9. Notified on 22-May-2019 - Effective from (½ year ending) 30-Sep-2019
  10. Notified on 22-Jan-2019
  11. Effective 7-Aug-18
  12. Effective 7-Aug-18
  13. Effective 7-Aug-18
  14. “Start-up Co” means a Pvt Co incorporated under the Co Act 2013/Co Act 1956 and recognised as such in accordance with notification G.S.R. 180(E) dtd17-Feb-2016 issued by DIPP, Ministry of Comm & Ind.
  15. Specified IFSC Public Co means an unlisted Public Co licensed to operate by RBI/SEBI/IRDA from the International Financial Services Centre located in an approved multi services Special Economic Zone set-up under SEZ Act 2005 read with the SEZ Rules, 2006
  16. Conditions specified in S. 73(2)(a) to (e) not applicable to a Pvt Cowhich accepts from its members monies NOT > 100% of (paid up share capital + free reserves + securities premium a/c) OR fulfills conditions mentioned at 4 above. All such entities have to file the details of monies accepted with RoC.
  17. Notified on 5-Jul-2018 - Effective 15-Aug-18
  18. Notification dtd 30-Apr-2019
  19. If any individual, or individuals acting through any person or trust, act with a common intent or purposeof exercising any rights or entitlements, or exercising control or significant influence over a reporting Co, pursuant to an agreement or understanding, formal or informal, such individual, or individuals, acting through any person or trust, as the case may be, shall be deemed to be ‘acting together’ [Expl. V]
  20. “Significant influence or control” means the power to participate, directly or indirectly, in the financial or operating policy decisions of the reporting Co but is not control or joint control of those policies [R.2(1)(i)]
  21. ‘majority stake’ means (i) holding > ½ of the equity share capital in the body corporate; or (ii) holding > ½ of the voting rights in the body corporate; or (iii) having the right to receive or participate in > ½ of the distributable dividend or any other distribution of the body corporate [R.2(1)(d)]
  22. ‘Partnership entity’ means a partnership firm registered under the Indian Partnership Act 1932 or LLP under LLP Act 2008 [R.2(1)(e)]
  23. Effective 13-Jun-18
  24. Effective 9-Feb-18
  25. Effective 19-Sep-2018
  26. Effective 19-Sep-2018

26a. Amended by Co Amend Act 2019 : To be effective from the date as may be notified by CG

  1. Notified by Co Amend Ordinance 2019 on 12-Jan-2019, but deemed to be Effective 2-Nov-2018

27a. Amended by Co Amend Act 2019 : To be effective from the date as may be notified by CG: debarring the member or the firm from being appointed as an auditor/internal auditor/undertaking any audit in respect of FS or internal audit of the functions and activities of any Co or body corporate; or performing any valuation as provided u/s 247 for minimum 6 months, maximum 10 years

  1. * “directly or indirectly” shall have the meaning assigned to it in the Explanation to S. 144, given at Sr. no. 8 below
  2. * “directly or indirectly”shall have the meaning assigned to it in the Explanation to S. 144, given at Sr. no. 8 below
  3. Effective 7-May-18 : “person” excluding any individual who is in the employment of the Co
  4. Effective 7-May-2018
  5. Effective 9-Feb-2018
  6. Notified on 8-May-2019 - Effective from 10-May-2019
  7. “vanishing company” means a Co, registered under Co Act, 2013 or previous company law or any other law for the time being in force and listed with SE which has failed to file its returns with the RoC and SE for a consecutive period of 2 years, and is not maintaining its registered office at the address notified with the RoC or SE and none of its directors are traceable.
  8. “inactive company” means a company which has not been carrying on any business or operation, or has not made any significant accounting transaction during the last 2 FYs, or has not filed financial statements and annual returns during the last 2 FYs
  9. Please refer Page No. 58 of “Allied Laws” for definition of Micro/Small Enterprise
  10. Defined at I. Types of companies [Ch.I]
  11. Defined at I. Types of companies [Ch.I]
  12. Effective 31-Jul-2018
  13. Effective 31-Jul-2018
  14. As per the Co (INC) Rules amended on 6-Mar-19, no registration fees payable on Co being incorporated with Authorised Sh Cap up to ₹15 lakh effective 18-Mar-19. However corresponding amendment is not yet notified in the Co (Regn Offices & Fees) Rules.
  15. fee applicable at the time of actual filing shall be applicable
  16. Notified on 30-Apr-2019 videG.S.R. 340(E)
  17. Effective 10-May-19
  18. During FY 2018-2019, Form DIR-3 KYC filedfrom 21.09.2018 to 05.10.2018➔fees of ₹500 was applicable

45a. Amended by Co Amend Act 2019 : To be effective from the date as may be notified by CG

  1. -MD & CFO, if any,

- in the absence of MD & CFO, any other director in-charge (by BoD) of compliance

- in the absence of any such director-in-charge, ALL directors of the Co

  1. Effective 7-May-2018
  2. Notification G.S.R. 464(E)Dated 5-Jun-15
  3. w.e.f. 1.4.2019.
  4. Reg. 2(k) of ICDR:-“convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security and includes convertible debt instrument and convertible preference shares;
  5. Reg. 2(1)(zl) ‘specified securities’ means ‘equity shares’ and ‘convertible securities’ as defined under Reg. 1(1)(zj) of SEBI ICDR [Reg. 2(k) of ICDR:- “convertible security” means a security which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder of the security and includes convertible debt instrument and convertible preference shares]
  6. Deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting
  7. (capital expenditure, sales and marketing, working capital etc). between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds