ANNUAL COMPLIANCE CHECKLIST
cum COMPLIANCE CALENDAR
Under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(For a Listed Company having Equity Shares Listed on Recognised Stock Exchange(s))
Prepared by the SSAS & Associates LLP, Company Secretaries
For internal circulation and use as a yearly compliance reference tool
Position of law as per SEBI LODR Regulations, 2015, updated up to the SEBI (LODR) (Third Amendment) Regulations, 2024 (effective 13.12.2024 / 31.12.2024)
A. Purpose, Scope & Disclaimer
This checklist is a ready-reference yearly compliance calendar for a company whose equity shares are listed on a recognised stock exchange in India, summarising the principal periodic and event-based obligations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”/”the Regulations”).
It is meant to assist the Board, the Company Secretary/Compliance Officer and the Committees in tracking due dates, and is not a substitute for the text of the Regulations, applicable SEBI circulars, or professional advice on the facts of a specific case. Dates shown as “on/around” are illustrative, based on an April–March financial year, and must be re-computed with reference to actual quarter/year-end dates, working days, and any relaxation granted by SEBI circular from time to time.
This checklist addresses obligations of general application to equity-listed entities. It excludes provisions specific to High Value Debt Listed Entities, listed non-convertible debt securities, Non-Convertible Redeemable Preference Shares, InvITs/REITs and SM REITs, which should be separately mapped where applicable. Users must also track SEBI amendments/circulars issued after the date of this checklist.
Note: Two erstwhile obligations — the Registrar & Share Transfer Agent compliance certificate under Regulation 7(3), and the Practising Company Secretary certificate on share transfer formalities under the erstwhile Regulation 40(9)/(10) and Regulation 39(3) — stand omitted with effect from 13 December 2024 pursuant to the SEBI (LODR) (Third Amendment) Regulations, 2024. They are retained below only for legacy/transition reference.
IMPORTANT — Integrated Filing regime: With effect from the quarter ended 31 December 2024, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31 December 2024 (issued under Regulation 10(1A) of LODR) has merged several standalone quarterly filings into two consolidated filings — “Integrated Filing (Governance)” and “Integrated Filing (Financial)” — with revised timelines of 30 days and 45/60 days respectively. Regulations 13(3) and 27(2)(a) are no longer separately filed within 21 days; they are now filed together within 30 days as Integrated Filing (Governance). This checklist reflects the revised / current timelines throughout Parts C, D and G below.
B. Board & Committee Meeting Frequency — Quick Reference
The following minimum meeting frequency and maximum permissible gaps must be tracked continuously through the year and reconciled against actual Board/Committee minutes:
| S.No | Regulation | Board/Committee | Requirement |
| 1 | 17(2) | Board of Directors | At least 4 meetings a year; maximum gap of 120 days between two consecutive meetings |
| 2 | 18(2)(a) | Audit Committee | At least 4 meetings a year; maximum gap of 120 days between two consecutive meetings |
| 3 | 19(3A) | Nomination & Remuneration Committee | At least 1 meeting in a financial year |
| 4 | 20(3A) | Stakeholders Relationship Committee | At least 1 meeting in a financial year |
| 5 | 21(3A) | Risk Management Committee | At least 2 meetings in a financial year |
C. Quarterly Compliances
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 1 | 13(3) & 27(2)(a) — Integrated Filing (Governance) | Compliance Report on Corporate Governance AND Statement on redressal of investor grievances, filed together as a single Integrated Filing (Governance), along with bundled quarterly disclosures | Within 30 days from end of quarter- via Single Filing System (BSE/NSE) | Stock Exchange(s) — Single Filing System (BSE/NSE)-XBRL Mode | |
| 2 | 33(3), 32(1) & 23(9) — Integrated Filing (Financial) | Quarterly (year-to-date) standalone/consolidated financial results, Statement of Deviation/Variation/CFS and half-yearly Related Party Transactions disclosure (incl. value of ratified RPTs), filed together as a single Integrated Filing (Financial) | Within 45 days from end of quarter (60 days for the last quarter/financial year)- via Single Filing System (BSE/NSE) | Stock Exchange(s) – XBRL Mode | |
| 4 | 31(1)(b) | Statement of shareholding pattern | Within 21 say from the end of quarter | Stock Exchange(s)- XBRL Mode | |
| 5 | 76, Depositories Regulations | Reconciliation of Share Capital Audit Report (PCS certified) | Quarterly — via Single Filing System (BSE/NSE) | Stock Exchanges | |
| 6 | 74(5), Depositories Regulations | Certificate under Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018 | Quarterly | Stock Exchanges |
D. Half-Yearly Additional Compliances
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 1 | 23(9) | Disclosure of related party transactions on a consolidated basis (now filed as Table D of Integrated Filing (Financial); see Quarterly Compliances above) — substantively half-yearly in nature though filed on the quarterly Integrated Filing (Financial) cycle | H1: within 45 days of quarter end (i.e. of quarter ended 30 September); H2/Annual: within 60 days of financial year end | Stock Exchange(s) — as part of Integrated Filing (Financial) | |
| 2 | Erstwhile 40(9)/(10)* | PCS certificate on share transfer/demat formalities — *omitted w.e.f. 13.12.2024 (Third Amendment Regulations, 2024) | Discontinued | Legacy reference only |
E. Annual Compliances
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 1 | 33(3)(d) | Submission of annual audited standalone & consolidated financial results along with Audit Report | Within 60 days from end of financial year | Stock Exchange(s) — Single Filing System (BSE/NSE)-XBRL Mode | |
| 2 | 24A(2) | Secretarial Compliance Report for the financial | Within 60 days from end of | Stock |
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| year (signed by Secretarial Auditor/eligible PCS) | financial year | Exchange(s)-Single Filing System (BSE/NSE)-XBRL Mode and PDF | |||
| 4 | 34(1)(a) | Annual Report (incl. audited financials, CG report, MD&A, BRSR if applicable) sent to shareholders and submitted to Stock Exchange | On or before commencement of dispatch to shareholders (i.e. with AGM notice) | Shareholders & Stock Exchange(s) | |
| 8 | 44(3) | Submission of voting results of AGM / EGM / Postal Ballot | Within 2 working days from conclusion of the meeting | Stock Exchange(s)-Single Filing System (BSE/NSE)-XBRL Mode and PDF | |
| Other requirement (not a disclosure requirement ) | |||||
| 9 | 17(10)/Sch. V | Annual performance evaluation of the Board, its Committees and individual Directors | Once every financial year | Board Minutes / Annual Report disclosure | |
| 10 | 25(9) | Update of familiarisation programme details for Independent Directors on website & in Annual Report | Annually, or on updation | Company website & Annual Report | |
| 11 | 23(2)-(4)/Sch.II Pt A | Renewal of criteria for related party transactions, and fresh omnibus approvals by Audit Committee | Annually (valid for one financial year) | Audit Committee | |
| 12 | 17(1)/17(1A)/25(1) | Filling of vacancy of a Director / Independent Director on the Board | At the earliest — not later than 3 months, or 6 months in specified cases — from date of vacancy | Board / Stock Exchange(s) | |
| 13 | 46 | Annual review and updation of statutory policies/documents hosted on the website (RPT Policy, Code of Conduct, Vigil Mechanism/Whistle-blower Policy, Material Subsidiary Policy, familiarisation details, etc.) | At least annually, and upon any change | Company website | |
| 14 | Erstwhile 39(3) | PCS certificate confirming issue of share certificates within 30 days of lodgement — omitted w.e.f. 13.12.2024 (Third Amendment Regulations, 2024) | Discontinued | Legacy reference only | |
F. Event-Based / Continuous Compliances
The following are triggered by specific corporate actions/events and must be tracked as and when they arise, in addition to the periodic compliances above:
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 1 | 29(1)&(2) | Prior intimation to Stock Exchange(s) of Board Meeting to consider financial results, buyback, voluntary delisting, or fund-raising proposals | At least 2 working days in advance (11 working days for buyback) | Stock Exchange(s) |
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 2 | 30(6) | Disclosure of material events/information to Stock Exchange(s) | 30 minutes from closure of the Board Meeting where the decision is taken; 12 hours from occurrence for events originating within the entity; 24 hours from occurrence for events originating outside the entity | Stock Exchange(s) | |
| 3 | 42(2) | Notice of Record Date | At least 3 working days in advance (7 working days for schemes of arrangement under Reg. 37) | Stock Exchange(s) | |
| 4 | 31A | Application/disclosure for reclassification of promoter or person from promoter group | As and when the request is made, per the prescribed procedure and timelines | Stock Exchange(s), Board & Shareholders | |
| 5 | 39(2) | Intimation of loss of share certificate(s) and issue of duplicate certificate(s) | Discontinued | Legacy reference only | |
| 6 | 40 | Processing of share transfer, transmission and transposition requests | Transfer/transposition within 15 days; transmission within 7 days of lodgement | Company / RTA | |
| 7 | 45 | Intimation of change in name of the listed entity | As and when the name is changed (subject to 1-year gap and 50% revenue/asset test) | Stock Exchange(s) | |
| 8 | 17/18/19/20/21 | Board & Committee meetings — continuous tracking of minimum frequency and maximum permissible gap | Continuous through the year (see Part C) | Board / Committee Minutes | |
| 9 | SEBI (PIT) Regulations, 2015 (cross-reference) | Maintenance of Structured Digital Database for UPSI; trading window closures; disclosures of trades by designated persons/promoters | Continuous / event based | Compliance Officer records | |
| 10 | Erstwhile 7(3) | RTA compliance certificate — omitted w.e.f. 13.12.2024 (Third Amendment Regulations, 2024) | Discontinued | Legacy reference only |
G. Investor Calls / Analyst & Institutional Investor Meet Disclosures
Every scheduled analyst or institutional investor meet, and every post-earnings/quarterly call, carries a linked set of disclosure obligations that run on their own event-driven timelines — separate from the periodic filings above. The requirement is duplicated across two provisions: Regulation 30 read with Item 15 of Para A, Schedule III (disclosure to the Stock Exchange(s)) and Regulation 46(2)(o)/(oa) (hosting on the Company’s website). Both must be complied with for the same event.
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 1 | 30 r/w Sch. III Para A, Item 15(a)(i); mirrored in | Prior intimation of the schedule of analysts’/institutional investors’ meet (including group meetings/group conference calls, whether physical or digital) | At least 2 working days in advance, excluding the date of intimation and the date of the meet | Stock Exchange(s) & Company website |
| S.No | Reg. | Particulars of Compliance | Timeline | Filed with/Action | Done (Y/N) |
| 46(2)(o)(i) | |||||
| 2 | 30 r/w Sch. III Para A, Item 15(a)(ii); mirrored in 46(2)(o)(ii) | Disclosure of presentations prepared for the analysts’/institutional investors’ meet, post-earnings or quarterly calls | Prior to the beginning of such event | Stock Exchange(s) & Company website | |
| 3 | 30 r/w Sch. III Para A, Item 15(b)(i); mirrored in 46(2)(oa)(i) | Audio recording of the post-earnings/quarterly call (by whatever name called) | Promptly, and in any case before the next trading day or within 24 hours from conclusion of the call, whichever is earlier | Company website (hosted for minimum 2 years) | |
| 4 | 30 r/w Sch. III Para A, Item 15(b)(ii); mirrored in 46(2)(oa)(ii) | Video recording of the call, if any | Within 48 hours from conclusion of the call | Company website (hosted for minimum 2 years) | |
| 5 | 30 r/w Sch. III Para A, Item 15(b)(iii); mirrored in 46(2)(oa)(iii) | Transcript of the call | Within 5 working days from conclusion of the call | Stock Exchange(s) (simultaneous submission) & Company website (hosted for minimum 5 years) | |
| 6 | Sch. V, Part C, para 8(e) | Disclosure of “presentations made to institutional investors or to the analysts” as part of Means of Communication, in the annual Corporate Governance Report | Annual (reporting only — no separate filing timeline) | Annual Report / Corporate Governance Report |
Note: Disclosure of the names of analysts/institutional investors in the schedule of the meet is optional for the listed entity (Explanation II to Item 15, Schedule III). With effect from 13 December 2024 (Third Amendment Regulations, 2024), the advance-intimation period for the schedule of meet was clarified at 2 working days, a distinct 48-hour timeline was introduced for video recordings, and the website hosting period for audio/video recordings was revised to a minimum of 2 years (transcripts continue to be hosted for a minimum of 5 years).
Radhika Goyal is Author of Taxconcept Gurugram head office, for deeply reported tax, gst and income tax articles on issues that matter. He splits her time between New Delhi and Bengaluru, and has worked as a reporter, a podcaster and an editor for publications across India.