Corporate Compliance Calendar for December, 2022

This article contains various Compliance requirements for the Month of December, 2022 under various Statutory Laws. Compliance means “adhering to rules and regulations.” Compliance is a continuous process of following laws, policies, and regulations, rules to meet all the necessary governance requirements without any failure.

Compliance Requirement Under

1. Income Tax Act, 1961

2. Goods & Services Tax Act, 2017 (GST) and Important Updates / Circulars

3 Foreign Exchange Management Act, 1999 (FEMA) and Important Notifications

4. Other Statutory Laws and Updates

5. SEBI (Listing Obligations & Disclosure Requirements) (LODR) Regulations, 2015

6. SEBI Takeover Regulations 2011

7. SEBI (Prohibition of Insider Trading) Regulations, 2015

8. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

9. SEBI (Buyback of Securities) Regulations, 2018

10. SEBI (Depositories and Participants) Regulations 2018) and Circulars / Notifications

11. Companies Act, 2013 (MCA/ROC Compliance) and Notifications

12. Insolvency and Bankruptcy Board of India (IBBI) Updates

13. Cabinet Decisions / New Acts

1.Compliance requirement under Income Tax act, 1961

  Sl.  Compliance Particulars  Due Dates  
1Due date of depositing TDS/TCS liabilities under the Income Tax Act, 1961 for the previous month (Nov. – 22).07.12.2022
2.Due date for furnishing of Form 24G by an office of the Government where TDS/TCS for the month of November, 2021 has been paid without the production of a challan  15.12.2022
3​Third instalment of advance tax for the assessment year 2023-2415.12.2022
4​Due date for issue of TDS Certificate for tax deducted under section 194-IA in the month of October, 202215.12.2022
  5​Due date for issue of TDS Certificate for tax deducted under section 194-IB in the month of October, 202215.12.2022
 ​Due date for issue of TDS Certificate for tax deducted under section 194M in the month of October, 202215.12.2022
  6​Due date for furnishing statement in Form no. 3BB by a stock exchange in respect of transactions in which client codes been modified after registering in the system for the month of November, 202215.12.2022
  7Due date for issue of TDS Certificate for tax deducted under section 194S in the month of October, 2022 Note: Applicable in case of specified person as mentioned under section 194S15.12.2022
8​Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IB in the month of November, 202230.12.2022
9​Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194M in the month of November, 202230.12.2022
10​Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194-IA in the month of November, 202230.12.2022
11​Furnishing of report in Form No. 3CEAD for a reporting accounting year (assuming reporting accounting year is January 1, 2021 to December 31, 2021) by a constituent entity, resident in India, in respect of the international group of which it is a constituent if the parent entity is not obliged to file report under section 286(2) or the parent entity is resident of a country with which India does not have an agreement for exchange of the report etc.  30.12.2022
12Due date for furnishing of challan-cum-statement in respect of tax deducted under section 194S in the month of November, 2022   Note: Applicable in case of specified person as mentioned under section 194S  30.12.2022
13​Filing of belated/revised return of income for the assessment year 2022-23 for all assessee (provided assessment has not been completed before December 31, 2022)31.12.2022

Important Notifications – For the month of November – 2022:

Sl.Particulars of the Notification(s)File No. / Circular No.Link(s)
1.Draft common Income-tax Return-request for inputs from stakeholders and the general public- reg.F No 370133/16 /2022-TPLClick Here
2.Condonation of delay under section 119(2)(b) of the Income-tax Act, 1961 in filing of Form No.10ACircular No. 22 / 2022Click Here
  3.​Explanatory Notes to the provisions of the Finance Act, 2022​Circular No. 23 / 2022Click Here
  4.Amendments in the notification of the Government of India, Ministry of Finance, Department of Revenue, Central Board of Direct Taxes No.60/2022 dated the 10th June, 2022Notification  123 of 2022  Click Here
5Amendments in the notification of the Government of India, Ministry of Finance, Department of Revenue, Central Board of Direct Taxes No.50/2014Notification  No. 124/2022  Click Here
6The Central Government hereby specifies the sovereign wealth fund, namely, Public Investment Fund (PAN: AAAJP1787D),Notification  No. 125/2022  Click Here

2. Compliance Requirement under GST, 2017

A. Filing of GSTR –3B / GSTR 3B QRMP

a) Taxpayers having aggregate turnover > Rs. 5 Cr. in preceding FY

Tax periodDue DateParticulars
November, 202220th December, 2022Due Date for filling GSTR – 3B return for the month of September, 2022 for the taxpayer with Aggregate turnover exceeding INR 5 crores during previous year.   Due Date for filling GSTR – 3B return for the quarter of January to March 2022 for the taxpayer with Aggregate turnover up to INR 5 crores during the previous year and who has opted for Quarterly filing of return under QRMP.  

b). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group A)

Tax periodDue Date Particulars
November, 202222nd December, 2022 Due Date for filling GSTR – 3B return for the month of September, 2022 for the taxpayer with Aggregate turnover upto INR 5 crores during previous year and who has opted for Quarterly filing of GSTR-3B
Group A States: Chhattisgarh, Madhya Pradesh, Gujarat, Maharashtra, Karnataka, Goa, Kerala, Tamil Nadu, Telangana, Andhra Pradesh, Daman & Diu and Dadra & Nagar Haveli, Puducherry, Andaman and Nicobar Islands, Lakshadweep  

c). Taxpayers having aggregate turnover upto Rs. 5 crores in preceding FY (Group B)

Tax periodDue Date Particulars
November, 202224th December, 2022   Annual Turnover Up to INR 5 Cr in Previous FY But Opted Quarterly Filing         
Group B States:  Himachal Pradesh, Punjab, Uttarakhand, Haryana, Rajasthan, Uttar Pradesh, Bihar, Sikkim, Arunachal Pradesh, Nagaland, Manipur, Mizoram, Tripura, Meghalaya, Assam, West Bengal, Jharkhand, Odisha, Jammu and Kashmir, Ladakh, Chandigarh, Delhi

B. Filing Form GSTR-1:

Tax periodDue DateRemarks
Monthly return (November, 2022)11.12.20221. GST Filing of returns by registered person with aggregate turnover exceeding INR 5 Crores during preceding year.   2. Registered person, with aggregate turnover of less then INR 5 Crores during preceeding year, opted for monthly filing of return under QRMP.

C. Non Resident Tax Payers, ISD, TDS & TCS Taxpayers

Form No.Compliance ParticularsTimeline Due Date
GSTR-5 & 5ANon-resident ODIAR services provider file Monthly GST Return20th of succeeding month           20.12.2022
  GSTR -6Every Input Service Distributor (ISD)  13th of succeeding month  13.12.2022
  GSTR -7Return for Tax Deducted at source to be filed by Tax Deductor  10th of succeeding month  10.12.2022
  GSTR -8E-Commerce operator registered under GST liable to TCS10th of succeeding month10.12.2022

D. GSTR – 1 QRMP monthly / Quarterly return

Form No.Compliance ParticularsTimeline Due Date
Details of outward supply-IFF &   Summary of outward supplies by taxpayers who have opted for the QRMP scheme.GST QRMP monthly return due date for the month of April, 2022 (IFF). Applicable for taxpayers with Annual aggregate turnover up to Rs. 1.50 Crore.   Summary of outward supplies by taxpayers who have opted for the QRMP scheme.        13th of succeeding month  – Monthly   Quarterly Return    13.12.2022

E. GST Refund:

Form No.Compliance ParticularsDue Date  
RFD -10Refund of Tax to Certain Persons18 Months after the end of quarter for which refund is to be claimed

F. Monthly Payment of GST – PMT-06:

Compliance Particular  Due Date
Due Date of payment of GST for a taxpayer with Aggregate turnover up to INR 5 crores during the previous year and who has opted for Quarterly filing of return under QRMP.  25.12.2022

G. GST GSTR 9 & 9C: Annual Return

Compliance Particular  Due Date
GSTR 9 is an annual return to be filed once for each financial year, by the registered taxpayers whose turnover is above Rs 2crs.   GSTR 9C is an annual audit form for all the taxpayers having the turnover above 5 crores in a particular financial year.  31.12.2022

GST UPDATES – November, 2022:

Sl.Notification Particulars  Notification No.Link (s)
1.  Seeks to empower the Competition Commission of India to handle anti-profiteering cases under CGST Act, 2017 with effect from 01.12.2022.23/2022-Central TaxClick Here
2.Seeks to make fourth amendment (2022) to CGST Rules with effect from 01.12.2022.24/2022-Central TaxClick Here
3.Seeks to make amendments (Third Amendment, 2022) to the CGST Rules, 2017.22/2022-Central TaxClick Here
4.Clarification on refund related issues181/13/2022-GSTClick Here
    5Guidelines for verifying the Transitional Credit in light of the order of the Hon’ble Supreme Court in the Union of India vs. Filco Trade Centre Pvt. Ltd., SLP(C) No. 32709-32710/2018, order dated 22.07.2022 & 02.09.2022    182/14/2022-GST    Click Here
6Advisory on Filing TRAN forms for Taxpayers from Daman and Diu & LadakhGSTN Cir 561Click Here
7Implementation of mandatory mentioning of HSN codes in GSTR-1GSTN Cir 560Click Here  
8Advisory on sequential filing of GSTR-1GSTN Cir 559Click Here

3. Key Compliances under FEMA / RBI

Applicable Laws/Acts  Due Dates  Compliance ParticularsForms / (Filing mode)
      FEMA ACT 1999      15th of July of Every YearAnnual return on Foreign Liabilities and Assets is required to be submitted by all the India resident companies which have received FDI and/ or made overseas investment in any of the previous year(s), including current year by July 15th every year.    FLAIR System Click Here
    FEMA ACT 1999Not later than 30 days from the date of issue of Capital instrumentFC-GPR is a form filed when the Indian company receives the Foreign Direct Investment and the company allots shares to a person resident outside India.    Form FC-GPR
      FEMA ACT 1999With in 60 days of receipt/ remittance of funds or transfer of capital instruments whichever is earlier.Reporting of transfer of shares and other eligible securities between residents and non-residents and vice- versa is to be made in Form FC-TRS. The onus of reporting shall be on the resident transferor/ transferee.      Form FC-TRS.
    FEMA ACT 1999Within 30 days from the date of receipt of the amount of consideration.  A Limited Liability Partnership receiving amount of consideration and acquisition of profit shares is required to submit a report in the Form FDI LLP-1    Form FDI LLP-I
    FEMA ACT 1999  within 60 days from the date of receipt of funds in  A Limited liability Partnership shall report disinvestment/ transfer of capital contribution or profit share between a resident and a non resident (or vice versa)  Form FDI LLP-II
  FEMA ACT 1999  within 30 days from the date of allotment of capital instruments  The domestic custodian shall report the issue/ transfer/ of sponsored/ unsponsored depository receipts  Downstream statement -Form DI & reporting at FIFP too
    Types of AccountsCapital Account and Current Account – The purpose of the capital account is to adjust the assets and liabilities of individuals outside India to persons residing in India. Thus any transaction that results in a change of the overseas assets and liabilities in India of an Indian residing outside India or transactions overseas of a person residing in India will be considered under the capital account. All other transactions fall under the category of the current account.
  NRI Bank AccountsThere is option for the Non-Resident Indians to set up various bank accounts in India, like FCNR, NRE and NRO Accounts.  

RBI Circulars / Notifications: November, 2022

  Sl.  Particulars of the Circulars    Link
1Designation of 10 individuals as ‘Terrorists’ under Section 35 (1) (a) of the Unlawful Activities (Prevention) Act (UAPA), 1967 and their listing in the Schedule IV of the Act- Reg.                          Click Here
2Eligibility Criteria for offering Internet Banking Facility by Regional Rural Banks, 2022Click here
3RBI launches the November 2022 round of Consumer Confidence Survey              Click Here
4Cancellation of licence to carry on banking business in India under Section 22 read with Section 56 of the Banking Regulation Act, 1949 – Rupee Co-operative Bank Ltd., Pune                              Click Here
5Meeting of the Monetary Policy Committee, November 3, 2022     Click Here
6RBI announces rate of interest on Government of India Floating Rate Bond 2024Click Here
7Reserve Bank of India – Bulletin Weekly Statistical Supplement – Extract              Click Here
839th Half Yearly Report on Management of Foreign Exchange Reserves: April-September, 2022Click Here
9Premature redemption under Sovereign Gold Bond (SGB) Scheme – Redemption Price for premature redemption due on November 05, 2022 (November 06, 2022 being a Sunday) (SGB 2017-18 Series VI)  Click Here
10.Auction of Government of India Dated Securities   Click Here
11.RBI releases data on ECB/FCCB/RDB for September 2022Click Here
12Report on Municipal Finances                      Click Here
13Premature redemption under Sovereign Gold Bond (SGB) Scheme – Redemption Price for premature redemption due on November 17, 2022 (SGB 2016-17 Series III)  Click Here
14Exim Bank’s GoI supported Line of Credit of USD 300 Mn to the SBM (Mauritius) Infrastructure Development Company Ltd. for Construction of Phase-IV of the Mauritius Metro Express Project in Mauritius         Click here
15Formation of new districts in the State of Nagaland – Assignment of Lead Bank Responsibility                                     Click here
16Award scheme for writing books originally in Hindi on Economics/Banking/Financial subjects – Year 2021-2022   Click here
1729th Meeting of the FSDC Sub-Committee Click here
18Money Supply for the fortnight ended November 04, 2022 Click here
19RBI Bulletin – November 2022                    Click here
20Reserve Bank of India – Bulletin Weekly Statistical Supplement – Extract              Click here

4. Compliance under Other Statutory LAws

  Applicable Laws/Acts    Timeline / Due Dates  Compliance Particulars  Forms / (Filing mode)
EPF (The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952)  15.10.2022  PF Payment  ECR
ESIC (Employees’ State Insurance Act, 1948)  15.10.2022  ESIC PaymentESI Challan
  Contract Labour (Regulation & Abolition) Act, 1970  Within 15 Days of commencement/ completion of contract workReturn/Notice within 15 days of commencement/ completion of each contract by the Principal employer  Form VI-B
  Contract Labour (Regulation & Abolition) Act, 1970  Within 15 Days of commencement/ completion of contract workNotice of commencement/ completion of contract work by the Contractor within 15 daysForm VI-A
  Payment of Gratuity RuleWithin 30 Days of applicability of the Act & any changeNotice of applicability of the Act & any changeForm A or B
Maharashtra Professional Tax30.11.2020Monthly Return for October 2021PT Return

Updates TRACKER under Labour LAws – Nov., 2022:

Sl.Particulars  Link
1Indian businesses must brace for EU sustainability push  Click here
2Gratuity After One Year of Service For Contract Workers? Details HereClick here
3Who is eligible for higher EPS pension under EPF scheme, last date to claim: Supreme Court clarifies  Click here
4Eligibility for higher EPS pension under EPF scheme: All you need to knowClick here
5EPFO begins crediting interest: Know step-by-step guide to check your balance in PF accounts[ Click here
6Fired SpaceX employees accuse company of violating labor lawClick here
7BYJU’S Layoffs: Employee Unions Cite Labour Law Violations, Prepare For A Legal Fight  Click here

5. SEBI – Securities Exchange Board of INDIA

1. Compliance Requirement under SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015

A. Half Yearly Compliances:

Sl. No.Regulation No.Compliance Period (Due Date)Due Date
1.Regulation 23(9) 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: Provided further that the listed entity shall make such disclosures every 6 months on the date of publication of its standalone and consolidated financial results with effect from April 1, 2023.    Within 15 days of FR

B. Regular / Annual Compliances:

REG NOREGULATION NOPARTICULARSTIMELINE
47 Advertisements in Newspapers.47 (3) Advertisements in NewspapersFinancial results at 47 clause (b) of sub-regulation (1), shall be published within 48 hours of conclusion of the meeting of board of directors at which the financial results were approved.48 HOURS
24A Secretarial Audit.Red 24AEvery listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019. (within 60 days from the Closure of FY)  60 days from the Closure of FY
46 Website46(2)(s)The listed entity shall disseminate the following information under a separate section on its website separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year, uploaded at least 21 days prior to the date of the annual general meeting which has been called to inter alia consider accounts of that financial year.]21 days prior 1 days prior to the date of AGM

C. Other Quarterly compliance which included half year compliance except FR (Financial Results)

Reg NoRegulation NoParticularsTimeline
IntimationReg 29 read with Reg 33intimation regarding item specified in clause 29(1) (a) to be discussed at the meeting of board of directors shall be given at least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors at least 5 working days in advance, excluding the date of the intimation and date of the meeting
Intimations and Disclosure of events or information to Stock Exchanges.87B: Intimations and Disclosure of events or information to Stock Exchanges. READ WITH PART E OF Schedule IIIThe listed entity shall first disclose to stock exchange(s) of all events or information, as specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty four hours from occurrence of the event or information:        24 HOURS
Valuation, Rating and NAV disclosure.87C(1) (iii)An issuer whose security receipts are listed on a stock exchange shall ensure that: the net asset value is calculated on the basis of such independent valuation and the same is declared by the asset reconstruction company within 15 days of the end of quarter.  15 Days
Other corporate governance requirements.Reg 27(2)The listed entity shall submit a quarterly compliance report on corporate governance in the format as specified by the Board from time to time to the recognised stock exchange(s) within fifteen days from close of the quarter.15 days    
Indian Depository Receipt holding pattern & Shareholding details.69(1)The listed entity shall file with the stock exchange the Indian Depository Receipt holding pattern on a quarterly basis within fifteen days of end of the quarter in the format specified by the Board.15 days from end of each quarter  

D. Event based Compliances

Reg NoRegulation NoParticularsTimeline
30 Disclosure of events or information.30(6) AND Part A of Schedule IIIThe listed entity shall first 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 twenty four hours from the occurrence of event or information24 HOURS
30 Disclosure of events or information.30(6) AND sub-para 4 of Para A of Part A of Schedule IIIThe listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting held to consider the following:
a) dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;
b) any cancellation of dividend with reasons thereof;
c) the decision on buyback of securities;
d) the decision with respect to fund raising proposed to be undertaken
e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;
f) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;
g) short particulars of any other alterations of capital, including calls; h) financial results; i) decision on voluntary delisting by the listed entity from stock exchange(s).
30 MINUTES
31A: Conditions for re-classification of any person as promoter / public31A(8)The following events shall deemed to be material events and shall be disclosed by the listed entity to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event:
(a) receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification;
(b) minutes of the board meeting considering such request which would include the views of the board on the request;
(c) submission of application for re-classification of status as promoter/public by the listed entity to the stock exchanges;
(d) decision of the stock exchanges on such application as communicated to the listed entity;
24 HOURS
34 Annual Report.34(1)(b)In the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting.]48 HOURS
44 Meetings of shareholders and voting44(3)The listed entity shall submit to the stock exchange, within forty eight hours of conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.48 HOURS
47 Advertisements in Newspapers.47 (3) Advertisements in NewspapersThe listed entity shall publish the information specified in 47(1) in the newspaper simultaneously with the submission of the same to the stock exchange(s). The same is reproduced below
47(1) (a) notice of meeting of the board of directors where financial results shall be discussed (c )statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in annual report;
(d) notices given to shareholders by advertisement
          Simultaneously
SCHEDULE III PART PART A 7(A)resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor24 HOURS
SCHEDULE III PART PART A 7(B)In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities:
i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges.
ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.
iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.]
7 days from the date of resignation
7 Share Transfer Agent.Reg 7(4) & (5) Share Transfer Agent.The listed entity shall intimate any change or appointment of a new share transfer agent, to the stock exchange(s) within seven days of entering into the agreement.7 DAYS
29Reg 29(1)The intimation required under 29 (1), shall be given at least two working days in advance, excluding the date of the intimation and date of the meeting Reg 29(1) is reproduced below: (b) proposal for buyback of securities ; (c) proposal for voluntary delisting by the listed entity from the stock exchange(s); (d) fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price:
Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance. (e) declaration/ recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend. (f) the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers:
 at least 2 working days in advance, excluding the date of the intimation and date of the meeting
31 Holding of specified securities and shareholding pattern.Reg 31 (1)(a)The listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time – one day prior to listing of its securities on the stock exchange(s);1 day prior to listing of its securities on the stock exchange(s
31Reg 31 (1 (c)within ten days of any capital restructuring of the listed entity resulting in a change exceeding two per cent of the total paid-up share capital:within 10 days of any capital restructuring
31A Conditions for re-classification of any person as promoter / publicReg 31Aan application for re-classification of a promoter/ person belonging to promoter group to public to the stock exchanges has to be made by the listed entity consequent to the following procedures and not later than thirty days from the date of approval by shareholders in general meeting30 days from the date of approval by shareholders in general meeting
37 Draft Scheme of Arrangement & Scheme of Arrangement.37(1)Draft Scheme of Arrangement & Scheme of Arrangement before for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.Before filling the same with any court or tribunal
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities.39(2)The listed entity shall issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as applicable within a period of thirty days from the date of such lodgement.30 Days
39 Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities39(3)The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information.2 days of its getting information.
40 Transfer or transmission or transposition of securities.40 (3)On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of fifteen days from the date of such receipt of request for transfer15 days
40 Transfer or transmission or transposition of securities.40 (3)the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode within seven days after receipt of the specified documents:7 Days
40 Transfer or transmission or transposition of securities.40 (3)the listed entity shall ensure that transmission requests are processed for securities held in physical mode within twenty one days after receipt of the specified documents:21 Days
SCHEDULE VII: TRANSFER OF SECURITIES (PART B (1))In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:
(a) the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s) that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity’s letter, then the securities shall be transferred
15 Days
42 Record Date or Date of closure of transfer books.42(2)The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to stock exchange(s) of record date specifying the purpose of the record date: 7 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.42(2)in the case of rights issues, the listed entity shall give notice in advance of atleast three working days (excluding the date of intimation and the record date).] 3 working days advance intimation excluding the date of the intimation and date of the meeting
42 Record Date or Date of closure of transfer books.42(3)The listed entity shall recommend or declare all dividend and/or cash bonuses at least five working days (excluding the date of intimation and the record date) before the record date fixed for the purpose. 5 working days advance intimation excluding the date of the intimation and date of the meeting
46 Website46 (3)(b)The listed entity shall update any change in the content of its website within two working days from the date of such change in content. 2 working days
50 Intimation to stock exchange(s).50(1)The listed entity shall give prior intimation to the stock exchange(s) at least eleven working days before the date on and from which the interest on debentures and bonds, and redemption amount of redeemable shares or of debentures and bonds shall be payable.11 working days
50 Intimation to stock exchange(s).50(3)The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of directors, at which the recommendation or declaration of issue of non-convertible debt securities or any other matter affecting the rights or interests of holders of non- convertible debt securities or non – convertible redeemable preference shares is proposed to be considered. 2 working days advance intimation excluding the date of the intimation and date of the meeting
52 Financial Results.52 (4) & (5)The listed entity shall, within seven working days from the date of submission of the information required under sub- regulation (4), submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note of the contents 7 working days
52 Financial Results.52 (4) & (8)The listed entity shall, within two calendar days of the conclusion of the meeting of the board of directors, publish the financial results and statement referred to in reg 52 (4), in at least one English national daily newspaper circulating in the whole or substantially the whole of India.two calendar days of the conclusion of the meeting
57 Other submissions to stock exchange(s).57(1)The listed entity shall submit a certificate to the stock exchange within two days of the interest or principal or both becoming due that it has made timely payment of interests or principal obligations or both in respect of the non convertible debt securitieswithin 2 days
60 Record Date60(2)The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the stock exchange(s) may agree to or require specifying the purpose of the record date. 7 working days advance intimation excluding the date of the intimation and date of the meeting
78 Record Date.78(2)The listed entity shall give notice in advance of at least four working days to the recognised stock exchange(s) of record date specifying the purpose of the record datenotice in advance of at least 4 working days
82 Intimation and filings with stock exchange(s).82(2)The listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting of its board of trustees, at which the recommendation or declaration of issue of securitized debt instruments or any other matter affecting the rights or interests of holders of securitized debt instruments is proposed to be considered. 2 working days in advance, excluding the date of the intimation and date of the meeting,
82 Intimation and filings with stock exchange(s).82(3)The listed entity shall submit such statements, reports or information including financial information pertaining to Schemes to stock exchange within seven days from the end of the month/ actual payment date, either by itself or through the servicer, on a monthly basis in the format as specified by the Board from time to time:
Provided that where periodicity of the receivables is not monthly, reporting shall be made for the relevant periods.
within 7 days
87 Record Date.87(2)The listed entity shall give notice in advance of atleast seven working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date or of as many days as the Stock Exchange may agree to or require specifying the purpose of the record date 7 working days advance intimation excluding the date of the intimation and date of the meeting
87E Record Date.87E(2)The listed entity shall give notice in advance of at least seven working days (excluding the date of intimation and the record date) to the stock exchange(s) of the record date or of as many days as the stock exchange may agree to or require specifying the purpose of the record date. 7 working days advance intimation excluding the date of the intimation and date of the meeting

6. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Securities and Exchange Board of India (SEBI) vide notification / Circular No. SEBI/HO/CFD/DCR1/CIR/P/2020/49 issued and publish dated 27th March 2020, has published Relaxation from compliance with certain provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 due to the COVID-19 pandemic”.

  Sl. No.  Regulation No.  Compliance ParticularCompliance Period (Due Date)
  1  Regulation 30(1)Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise 25% or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the 31st day of March, in such target company in such form as may be specified.  Omitted through introduction of SEBI (Substantial Acquisition of Shares and Takeovers) (Second Amendment) Regulations, 2021   Applicable w.e.f. 01.04.2022    
      2      Regulation 30(2)The promoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may  
        3.Regulation 31(1) read with Regulation 28(3) of Takeover Regulations AUGUST 7, 2019 CIRCULAR https://www.sebi.gov.in/legal/circulars/aug-2019/disclosure-of-reasons-for-encumbrance-by-promoter-of-listed-companies_43837.html The promoter of every listed company shall specifically disclose detailed reasons for encumbrance if the combined encumbrance by the promoter along with PACs with him equals or exceeds: a) 50% of their shareholding in the company; or b) 20% of the total share capital of the company,  within 2 (two) working days   (Provision Insertion: “Provided that the aforesaid disclosure requirement shall not be applicable where such encumbrance is undertaken in a depository”)  
      4.      Regulation 31(4)      Disclosure of encumbered sharesPromoter of every target company shall together with persons acting in concert with him, disclose their aggregate shareholding and voting rights as of the 31st March, in such target company in such form as may be specified

7. SEBI (Prohibition of Insider Trading) Regulations, 2015

  Sl. No.  Regulation No.  Compliance ParticularCompliance Period (Due Date)  
          1        Regulation 7(2) “Continual Disclosures”Every promoter, employee and director of every company shall disclose to the company the number of such securities acquired or disposed of within two trading days of such transaction if the value of the securities traded, whether in one transaction or a series of transactions over any calendar quarter, aggregates to a traded value in excess of ten lakh rupees (10,00,000/-) or such other value as may be specified;Every company shall notify; within two trading days of receipt of the disclosure or from becoming aware of such information

8. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

Sl. No.Regulation No.Compliance Particular  Compliance Period (Due Date)  
      1Schedule XIX – Para (2) of ICDR Read with Reg 108 of SEBI LODR“The issuer shall make an application for listing from the date of allotment, within such period as may be specified by the Board from time to time, to one or more recognized stock exchange(s)”.   In regard to above, it is specified that Issuer shall make an application to the exchange/s for listing in case of further issue of equity shares from the date of allotment within 20 days (unless otherwise specified).Within 20 days from the date of allotment  
2Regulation 162  The tenure of the convertible securities of the issuer shall not exceed eighteen months from the date of their allotment.  Within 18 months from date of allotment
3SEBI CIRCULAR Aug 19, 2019 https://www.sebi.gov.in/legal/circulars/aug-2019/non-compliance-with-certain-provisions-of-sebi-issue-of-capital-and-disclosure-requirements-regulations-2018-icdr-regulations-_43941.htmlApplication for trading approval to the stock exchange Listed entities shall make an application for trading approval to the stock exchange/s within 7 working days from the date of grant of listing approval by the stock exchange/s.  Within 7 working days from grant of date of listing approval
4Regulation 76 Application for rights issueThe issuer along with lead managers and other parties related to the issue shall constitute an optional mechanism (non-cash mode only) to accept the applications of the shareholders to apply to rights issue subject to ensuring that no third-party payments shall be allowed in respect of any application.
5.Regulation 77 Service of DocumentsIn case if the company fails to adhere to modes of dispatch through registered post or speed post or courier services due to Covid-19 conditions it will not be treated as non-compliance during the said period. The issuers shall publish required & necessary documents on the websites of the company, registrar, stock exchanges and the lead managers to the rights issue.  
6Regulation 84   AdvertisementIssuer has the flexibility to publish the advertisement in additional newspapers above those required in Regulation 84. The advertisement should also be made available on:    A. Website of the Issuer, Registrar, Lead Managers, and Stock Exchanges.   B. Television channels, radio, the internet, etc. to spread information related to the process.  

9. SEBI (Buyback of Securities) Regulations, 2018 (Buyback Regulations)

  Sl. No.  Regulation No.  Compliance Particular  Compliance Period (Due Date)  
          1        Regulation 11 and 24(iv)Extinguishment of equity shares in connection with Buyback The particulars of the security certificates extinguished and destroyed shall be furnished by the company to the stock exchanges where the shares or other specified securities of the company are listed within seven days of extinguishment and destruction of the certificates    7 days of extinguishment and destruction of the certificates
      2    Regulation 24(i) (f)      Minimum time between buy back and raising of fundsTemporary relaxation in the period of restriction provided in Regulation 24(i)(f) from “one year” to “six months” Applicable up to December 31, 2020 only

10. SEBI (Depositories and Participants) Regulations 2018)

  Sl. No.    Compliance Particulars  Due Date
  1.Regulation 76 -Reconciliation of Shares and Capital AuditWithin 30 days from end of quarter. i.e. 30.10.2022
  2.Regulation 74 (5): Processing of demat requests form by Issuer/RTAs – Certificate Received from RegistrarWithin 15 days from the end of each quarter.

SEBI Circulars Tracker: November, 2022

Sl.ParticularsLink
1.Review of provisions pertaining to specifications related to International Securities Identification Number (ISIN) for debt securities issued on private placement basis – Modification to Chapter VIII of Operational Circular dated August 10, 2021  Click here
2.Shri B. Rajendran takes charge as Executive Director, SEBIClick here
3.Amendment to notification No. SEBI/LAD-NRO/GN/2022/67Click Here
4.“SEBI Order for Compliance” – Demand Notice for RC No. 5789 of 2022 against Mr. Ramnaresh Saket (PAN: CIMPS8022E), Mr. Ramadhar Choudhary (PAN: AMWPC8208N) and Mr. Satish Kumar Arya (PAN: AREPA2954N) in the matter of M/s HNC Infrastructures & Shares India Ltd    Click Here
5.Consultation Paper on Cloud FrameworkClick Here
6.Master Circular on the redressal of investor grievances through the SEBI Complaints Redress System (SCORES) platform  Click Here
7.Master Circular on issuance of No Objection Certificate (NOC) for release of 1% of Issue Amount  Click Here
8.Final Order in the matter of Shri Ajay Singh Ranawat, proprietor of Capital Raise and Research  Click Here
9.Strengthening Governance of Market Infrastructure InstitutionsClick Here
10.Committee on “Strengthening Governance of Market Infrastructure Institutions” submits report; SEBI seeks public comments on the ReportClick Here
  11.Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2022Click Here
12.Securities and Exchange Board of India (Payment of Fees) (Amendment) Regulations, 2022  Click Here
13.Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [Last amended on November 9, 2022]  Click Here
14.Framework for protection of interest of public equity shareholders in case of listed companies undergoing Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code (IBC)    Click Here
  15.Applicability of GST on fees remitted to SEBI – Revision in Chapter – XX of Operational Circular Operational Circular dated August 10, 2021  Click Here
16Handling of Clients’ Securities by Trading Members(TM) / Clearing Members (CM)Click Here
17Securities and Exchange Board of India (Infrastructure Investment Trusts) (Second Amendment) Regulations, 2022  Click Here
18Securities and Exchange Board of India (Real Estate Investment Trusts) (Amendment) Regulations, 2022  Click Here
19Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) (Second Amendment) Regulations, 2022  Click Here
20Order In the matter of Unregistered Investment Advisor Services of The J.S.R. A Global Research Center Proprietor Mr. Raghunandan Tak  Click Here
21Registration and regulatory framework for Online Bond Platform Providers  Click Here
22Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 [Last amended on November 14, 2022]  Click Here
23Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regulations, 2022  Click Here
24Notice convening meeting of the Equity Shareholders and Unsecured Creditors of Sundaram-Clayton Limited as per the directions of the Hon’ble National Company Law Tribunal, Chennai  Click Here
25Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) (Second Amendment) Regulations, 2022Click Here
26Securities and Exchange Board of India (Alternative Investment Funds) (Fourth Amendment) Regulations, 2022  Click Here
27Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 [Last amended on November 15, 2022]  Click Here
28Review of SEBI (Buyback of Securities) Regulations, 2018Click Here
29Securities and Exchange Board of India (Mutual Funds) (Third Amendment) Regulations, 2022Click Here
30Guidelines for AIFs for declaration of first close, calculation of tenure and change of sponsor/manager or change in control of sponsor/managerClick Here
31Scheme(s) of Arrangement by entities who have listed their Non-convertible Debt securities (NCDs)/ Non-convertible Redeemable Preference shares (NCRPS)  Click Here
32SEBI Bulletin – November 2022 [MSWord]   [MSExcel]Click Here
33Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Fourth Amendment) Regulations, 2022  Click Here
34Public Notice- Extension of the SEBI Settlement Scheme, 2022Click Here
35Extension of Timeline for Submission of Public Comments on the Consultation Paper on Cloud Framework  Click Here

11. Compliance Requirement UNDER Companies Act, 2013 and Rules made thereunder;

  Applicable Laws/Acts    Due Dates  Compliance Particulars  Forms / Filing mode
        Companies Act, 2013  Within 180 Days From The Date Of Incorporation Of The Company (one time compliance only)  As per Section 10 A (Commencement of Business) of the Companies Act, 2013, inserted vide the Companies (Amendment) Ordinance, 2018 w.e.f. 2nd November, 2018, a Company Incorporated after the ordinance and having share capital shall not commence its business or exercise any borrowing powers unless a declaration is filed by the Director within 180 days from the date of Incorporation of the Company with the ROC.        MCA E- Form INC 20A (one time compliance)    
Companies Act, 2013  Annual Compliance Extension granted (15.10.2022)*DIN KYC through DIR 3 KYC Form is an Annual Exercise. Last date for filing DIR-3 KYC for Financial year 2021-22 is 30th September, 2022   Annual Exercise: CLICK HERE Penalty after due date is Rs. 5000/-(one time)    E-Form DIR – 3 KYC (Web Based and E-form)  
    Companies Act, 2013  Within 15 days of appointment of an auditor.The Ministry in its General Circular No. 12/2018 dated 13th December, 2018 clarified that filing of Form NFRA-1 is applicable only for Bodies Corporate and ruled out filing by Companies as defined under sub-section (20) of Section 2 the Act.      E – Form NFRA -1
  Companies Act, 2013Within 30 days of the board meetingFiling of resolutions with the ROC regarding Board Report and Annual Accounts. The details of the resolutions passed should be filed.    MGT-14  (Filing of resolution with MCA)
  Companies Act, 2013(Half Yearly basis) 31.10.2022Form for furnishing half yearly return with the registrar in respect of outstanding payments to Micro or Small Enterprise    E-Form MSME-1
      Companies Act, 2013Within 60 (sixty) days from the conclusion of each half year.Reconciliation of Share Capital Audit Report (Half-yearly)   Pursuant to sub-rule Rule 9A (8) of  Companies (Prospectus and Allotment of Securities) Rules, 2014 To be filed all unlisted companies, deemed public companies Till further clarification to be filled in GNL-2E-Form PAS – 6   Please file on or before 29.11.2022
      Companies Act, 2013within a period of 60 days after the holding of AGMIEPF Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2019 Statement of unclaimed and unpaid amounts. This e-form shall be filed within a period of 60 days after the holding of AGM or the date on which it should have been held as per the provisions of section 96 of the Act, whichever is earlier        IEPF -2

Due dates of ROC Annual Return Filings

Sl. No.  Particulars    Due Date Particulars  E- Form  Due Date
  1  Appointment of AuditorWithin 15 days from the conclusion of AGM    ADT-1  14.10.2022
      2  Filing of financial statement and other documents with the ROCWithin 30 days from the conclusion of the AGM, other than OPC   (In case of OPC within 180 days from the close of the financial year)  AOC-4, AOC-4 (CFS), AOC-4 XBRL, AOC-4 Non-XBRL      29.10.2022
  3Filing of annual return by a company.Within 60 days from the conclusion of AGM MGT – 7 A: for OPC and small companies.  MGT-7 /  MGT  7A 29.11.2022
4Filing of Cost Audit Report with the Central GovernmentWithin 30 days from the receipt of Cost Audit Report  CRA-4
5Compliance certificate by PCS – Section 92(2)Applicable to Companies having paid-up share capital Rs. 10 crores or more or Turnover Rs. 50 crore or more  MGT – 8 Attachment to MGT – 7

Important Updates –  November, 2022

  Sl.  Particulars of the Circulars  Link
1Companies (Registered Valuers and Valuation) Amendment Rules, 2022    Click Here
2Claim Notice of M/s Pure Drinks (New Delhi) Ltd (in Prov. liquidation)  Click Here
3Uttar Pradesh To Register Maximum Number of New Companies After Maharashtra Post Covid  Click Here
4Companies struck off register by MCA up 90% from pre-pandemic levelClick Here
5India Inc worried over lower deal value limit under competition billClick Here
6During the Special Campaign 2.0, 23 identified campaign sites located in different offices of this Ministry have been cleaned. Nearly Ninety Thousand files have been weeded out. Further, all pending PMO & MP references have been disposed. Also, scrap material amounting to Rs. 22 Lakh (approx.) has been disposed-off.                    Click Here
7Public Notice U/s. 75 of LLP Act, 2008 read with Rule 37(2) of the LLP Rules, 2009  Click Here
8Revised combination assessment timelines under competition law soon: MCAClick Here
9Corporate Affairs Ministry to withdraw over 10,000 court cases for this reason – check detailsClick Here
10Form-8 filings have exceeded filing for the corresponding period for the year 2021.  Click Here

12. IBBI Updates {Insolvency and Bankruptcy Board of India}

Important Notifications and Circulars Tracker (November, 2022)

Sl.ParticularsLink
1IBBI (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) (Second Amendment) Regulations, 2022Click here
2Amendment to the Insolvency and Bankruptcy Board of India (Model Bye-Laws and Governing Board of Insolvency Professional Agencies) Regulations, 2016Click here
3In the matter of Mr. Sanjeev Ahuja, Insolvency ProfessionalClick here
4Circular-Annual Compliance Certificate for Insolvency Professional AgenciesClick here
5In the matter of Mr. Prateek Kathuria, Insolvency ProfessionalClick here
6Circular – Review of RegulationsClick here
7In the matter of Ms. Sonu Jain, Insolvency ProfessionalClick here
8In the matter of Mr. Gopal Lal Baser, Insolvency ProfessionalClick here
9File for insolvency after 90-day default: IBBI Chief tells lendersClick here
10Creditors recovered a third of claims in 553 resolved CIRP cases: IBBI dataClick here
11In the matter of Mr. Sunil Kumar Agarwal, Insolvency ProfessionalClick here
12Circular- Credit of fee by IPs & IPEs in IBBI accountClick here
13In the matter of Mr. Anuj Kumar Tiwari, Insolvency ProfessionalClick here
14Tweaking IBC to facilitate recoveryClick here

13. Cabinet Decisions / New Acts

Sl.ParticularsLink
1Cabinet approves Nutrient Based Subsidy rates for Phosphatic and Potassic fertilizers for Rabi season 2022-23 from 1st October, 2022 to 31st March, 2023  Click here
2Cabinet approves signing of a Memorandum of Understanding between India and Denmark on cooperation in the field of Water Resources Development and Management                  Click here
3Cabinet approves Mechanism for procurement of ethanol by Public Sector Oil Marketing Companies (OMCs) under Ethanol Blended Petrol (EBP) Programme – Revision of ethanol price for supply to Public Sector OMCs for Ethanol Supply Year (ESY) 2022-23    Click here
4Cabinet approves Nutrient Based Subsidy rates for Phosphatic and Potassic fertilizers for Rabi season 2022-23 from 1st October, 2022 to 31st March, 2023Click here
5Cabinet Approves “Guidelines for Uplinking and Downlinking of Satellite Television Channels in India, 2022”  Click here
6Draft notification issued to supersede the All India tourist vehicle (Authorisation or Permit) Rules, 2021Click here
7Madhya Pradesh notifies PESA Rules on the occasion of Janjatiya Gaurav Divas  Click here
8MeitY invites feedback on the draft ‘Digital Personal Data Protection Bill 2022’  Click here
9Government withdraws export duty on SteelClick here
10Punjab cabinet approves old pension schemeClick here

This Calendar / Compliance Tracker is updated till 30th November, 2022 with all Laws / Regulations and their respective amendments.      

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Disclaimer: Every effort has been made to avoid errors or omissions in this material. In spite of this, errors may creep in. Any mistake, error or discrepancy noted may be brought to our notice which shall be taken care of in the next edition. In no event the author shall be liable for any direct, indirect, special or incidental damage resulting from or arising out of or in connection with the use of this information. Many sources have been considered including newspapers (ET, BS & HT etc.).

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