What are the Compliances for a Listed Company in India?

What are the Compliances for a Listed Company in India?

A Public Company whose shares are listed & traded on the stock exchange refers to a listed company. Listed companies are the public limited joint-stock company whose shares get sold on the central stock market. Companies often go for general issues as one of the vital sources of raising funds.


Compliance of Listed Company as Per Companies Act 2013

The listed company has to comply with the provisions of SEBI and the companies act, 2013. Following are the provisions that need to have met:

  • Sec 91: Close Register of Members

    A company can close the register of members, debenture holders, or any other security holder during the year for not more than 45 days. Register can't be closed for more than 30 days at one time.

  • Sec 92: Annual Return

    Annual return has to be certified by Company Secretary in practice stating that yearly return discloses the facts are correct & the company has fulfilled all the provisions applicable to the company. This is required to be done by the following companies:

  1. Listed Company;
  2. Company having paid-up share capital exceeding INR 10 Crore;
  3. A company having a turnover of more than INR 25 Crore;
  • Sec 93: Change in Shareholding Pattern

    Every listed company has to file a return in form MGT-10 for every change in shareholding pattern of 2% or more in value or volume. Such change has to be filed within 15 days of the date of the change.

  • Sec 108: E-Voting

    every listed company shall provide the facility to its shareholders to exercise their voting rights in the general meeting by electronic means if it has 1000 or more shareholders.

  • Sec 120: Maintenance of Record In Electronic Means

    Every listed company with 1000 or more shareholders, debenture holders, or any security holders shall maintain its records in an electronic mode in a readable format. It can't be tampered with or changed after affixing the DSC of an authorized person. Record includes:

  1. Registers
  2. Index agreement
  3. Memorandum of association & article of association
  4. Minutes of the meetings
  • Sec 121: Report on Annual General Meeting

    Every listed company is required to prepare a report on its annual general meeting stating that the meeting is held, conducted &convened in proper order and as per the provisions of this act. A message must be filed to ROC within 30 days of AGM in form MGT-15.

  • Sec 131: Director's Report

    A listed company needs to disclose in its director report the:

  1. The board makes the formal annual evaluation of directors. The review has to be conducted on boards, committees, and that of individual directors.
  2. Evaluation of the performance of internal financial control that it has laid and that they are adequate & operating efficiently.
  3. The ratio of the director's remuneration to the median income of the company's employees.
  • Sec 136: Mode of Sending Financial Statements

    Every company can dispatch its financial statements in the following ways:

    1. By electronic mode

      A financial statement must be sent through electronic mail to those members whose shareholding is dematerialised as their email id is registered with the depositary.

    2. By physical mode

      such as speed post/ courier/ or hand delivery.

    3. On the website

      It is also mandatory for the company to place its financial statement online on its website.

    • Sec 138: Internal Auditor

      Every listed company must have an internal auditor in its place who shall be a qualified Chartered Accountant, Cost Accountant, or Company Secretary. The audit committee fixes their remuneration, scope of work, roles & responsibilities, and periodic and timelines for conducting an internal audit.

    • Sec 139: Rotation of Auditors

      every listed company shall have an individual auditor for only one term of 5 successive years and an audit firm as its auditor for two terms of five consecutive years.

    • Sec 149(1): Woman Director

      following class of companies has to appoint at least one women director mandatorily:

    1. Every listed company
    2. Every public company has paid-up share capital exceeding INR 10 Crore.
    3. Every public company has a turnover exceeding INR 100 Crore.
    4. Every public company has aggregate outstanding loans, debentures & deposits exceeding INR 50 Crore.
    • Sec 149(7): Certificate of Independence

      The independent director has to declare his independence on the first board meeting he attends as an independent director. If any change in its autonomy throughout the year, he has to say the same on the very first board meeting he follows after such change.

    • Sec 151: Small Shareholder's Director

      A listed company has to compulsorily appoint the small shareholder's director when it receives the notice from lower of these two:

    1. 1000 shareholders
    2. 1/10thof the total number of shareholders.
  • Sec 177: Audit Committee

    following classes of companies has to constitute an audit committee:

    1. Every listed company
    2. Every public company has paid-up share capital exceeding INR 10 Crore.
    3. Every public company has a turnover exceeding INR 100 Crore.
    4. Every public company has aggregate outstanding loans, debentures & deposits exceeding INR 50 Crore.
    • Sec 178(1): Nomination & Remuneration Committee

      Every listed company has to constitute a nomination & remuneration committee with at least three non-executive directors, out of which there shall be the majority of independent directors.

    • Sec 178(2): STAKEHOLDERS RELATIONSHIP COMMITTEE

      Every listed company with more than 1000 shareholders has to appoint this committee necessarily with non-executive directors & chairpersons.

    • Sec 203: KMP

      Every listed and public company with paid-up share capital of INR 10 Crore has to appoint mandatorily whole-time key managerial personnel.

    • Sec 204: Secretarial Audit

      Every listed company shall do a secretarial audit by a whole-time company secretary in practice. PCS gives its report in form MR-3, which must be annexed with the board report. Following classes of companies shall have to comply with this audit provision:

    1. Every listed company
    2. Every public company having paid-up share capital of INR 50 Crore
    3. Every public company has a turnover of INR 250 Crore.
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