Public to Private Company Conversion
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SEBI COMPLIANCES
The SEBI Regulation Act of 1992 was passed in order to safeguard investor interests and maintain an accountable and transparent market. Disclosure of material information to SEBI Compliances is mandatory and is under the purview of listed entities. Material information derived from the aforementioned events, activities, or operations must be determined by the company. In order to determine what information and events are considered material, the company must also develop a policy that will be posted on its website.
Listed companies need to comply quarterly/ half yearly / annually and event basis compliances as per SEBI Regulations
i) The Board Meeting’s Outcome:
In accordance with SEBI Regulation, 2015, the Listed Entity must provide the Exchange with the information within 30 minutes of the meeting’s conclusion.
ii) Financial Results:
All listed companies must provide the Stock Exchange with their quarterly results and a Limited Review Report within 45 days of the end of each quarter.
Additionally, all listed companies must provide the stock exchange with their annual audited standalone financial results within 60 days of the fiscal year’s conclusion.
iii) Investor Complaints Statement:
Within 45 days of the end of each quarter, the company must file a statement of investor complaints outlining the status of any pending, received, disposed of, or unresolved complaints.
iv) Annual Report:
All listed companies must provide their annual report to the stock market by the day they start sending out notice to their shareholders, together with the notice of the annual general meeting. The annual report must be issued no later than 48 hours following the annual general meeting if there are any revisions.
v) Certificate from Practicing Company Secretary (PCS):
A certificate from the PCS attesting to the fact that all certifications related to the transfer, subdivision, consolidation, etc., were granted within 30 days must be produced within a month after the conclusion of every financial year’s half.
vi) Shareholding Pattern:
The listed company must periodically submit to the exchange a statement outlining the shareholding pattern:
One day prior to its securities being listed on the stock exchange.
If on a quarterly basis, within 21 days of the conclusion of each quarter.
Within a month of the change, if capital restructuring results in a change that exceeds 2% of the entire paid-up share capital.
vii) Report on Corporate Governance:
If a listed company is eligible to submit to the stock market, it must submit the report within 15 days after the end of the quarter.
viii) Notice for Board Meetings (BM) and Annual General Meetings (AGM):
Notice must be given at least five working days in advance to stock exchange for financial results.
Regarding other matters, notice must be given to Stock Exchange at least two working days beforehand.
In the event that bonds or debentures are redeemed, notice must be given at least 11 working days before to the stock exchange.
ix) Voting Results:
Within 48 hours following the end of its general meeting, the listed company must provide the details of the voting results to the exchange.
x) Record Date, Book Closure:
In order to exchange for corporate benefits such as mergers, de-mergers, splits, bonuses, dividends, right issues, etc., the listed company must provide at least seven working days’ notice.
xi) Website Compliances:
As per SEBI LODR Regulations 2015, every listed company must have a website and share the following details:
Specifics about the company’s business policies
Pattern of Shareholding
Report for the Year
Grievance redressal email address
Compliances under SEBI Compliances ( Listing Obligations and Disclosures Requirement ) Regulations , 2015
Quaterly Compliances
| Compliance | Timeline | Due Date | Due Date | Due Date | Due Date |
|---|---|---|---|---|---|
| Q1 (June end) | Q2 ( September end) | Q3 (December end) | Q4 ( March end) | ||
| Shareholding Pattern Disclosures | Within 21st day from the end of quarter | 21ST July | 21st October | 21st January | 21st April |
| Corporate Governance Report | Within 15 days from the end of quarter | 15th July | 15th October | 15th January | 15th April |
| Limited review report along with financial results | Within 45 days from the end of quarter | 14th August | 14th November | 14th February | 15th May |
| Statement of Grievance Redressal Mechanism | Within 21 days from the end of quarter | 21ST July | 21st October | 21st January | 21st April |
| Statement of deviation | Within 45 days from the end of quarter | 14th August | 14th November | 14th February | 15th May |
| Share capital audit report Reconciliation | Within 30 days from the end of quarter | 30th July | 30th October | 30th January | 30th April |
| Demat request form processing | Within 15 days from the end of quarter | 15th July | 15th October | 15th January | 15th April |
Half Yearly Compliances
| Compliances | Timeline | Due Date | Due Date |
|---|---|---|---|
| Half yearly ( ending September) | Half yearly (ending March ) | ||
| Disclosures of related party transactions | 30 days from the publication of standalone and consolidated financial results | 14th December | 29th June |
Annual SEBI Compliances
| Compliances | Timeline | Due Date |
|---|---|---|
| Secretarial compliance report | Within 60 days from the end of F.Y | 30TH May |
| Compliance with Code of Conduct | 1st Board Meeting of every F.Y | At the first board meeting of every F.Y |
| Payment of listing fees | Within 1 month from the end of 31st March | 30th April |
| Auditor report with financial statement | Within 60 days from the end of F.Y | 30TH May |
| Transfer or transmission of securities | Within 30 days from the end of F.Y | 30TH April |
| Initial disclosure requirement | Within 30 days from the end of F.Y | 30TH April |
| Annual disclosure requirement | Within 45 days from the end of F.Y | 15TH May |
| Certificate from practising Company Secretary | Within 30 days from the end of F.Y | 30TH April |
| Annual Report | On or before the day that dispatch to its shareholders begins. | Within 21 days before the Annual General Meeting |
| Submission of voting results to Stock Exchanges | Within 2 working days of the Annual General Meeting | Within two working days from the conclusion of AGM |
Event Based SEBI Compliances
| Compliances | Timeline |
|---|---|
| Intimation about appointment of Share Transfer Agent | Within 7 days of agreement with RTA |
| In- house approval of recognised stock exchange | Before issuance of securities |
| Prior intimation of board meeting regarding buyback, bonus , delisting , dividend distribution etc | At least 2 days before the Board Meeting , excluding the intimation date and date of board meeting |
| Prior intimation of board meeting regarding financial results | At least 5 days before the Board Meeting |
| Prior intimation of board meeting regarding alteration in nature of securities | At least 11 days before the Board Meeting |
| Disclosure of events or information | As soon as is practically possible and no later than twenty-four hours after the event or information occurs, notify the stock exchange or exchanges of all events, as listed in Part A of Schedule III. |
| Shareholding pattern before listing of securities | One day before listing of securities |
| Shareholding pattern in case of capital restructuring | Within 10 days of any changes in capital (increase/ decrease of 2%) |
| Draft scheme of arrangement | Before submitting the plan to any court or tribunal, get an observation letter or a letter of no objection from the stock exchange or exchanges. |
| Loss of share certificate and issuance of duplicate share certificate | Within 2 working days of intimation |
| Voting Result | Within 2 working days of the end of general meeting |
| Change in name | Prior to submitting an application to the Registrar of Companies, the Stock Exchange must grant its approval. |
SEBI Compliances under substantial acquisition of shares and takeover Regulation , 2011
| Compliances | Timeline | Due date |
|---|---|---|
| Details of shares in the target business that are encumbered must be disclosed by the promoter of each target company and individuals working together, with the exception of situations in which the encumbrance is carried out in a depository. | Seven working days after the encumbrance is created, invoked, or released | Seven working days after the encumbrance is created, invoked, or released |
| Every target company's promoter is required to provide information about any invocation or release of the encumbrance (with the exception of situations in which the encumbrance is executed in a repository). | Seven working days after the encumbrance is created, invoked, or released | Seven working days after the encumbrance is created, invoked, or released |
| Every listed company's promoter and those working together must explicitly provide thorough justifications for encumbrance. | Within seven business days following the conclusion of each financial year. | Within seven business days following the conclusion of each financial year. |
FAQ
1. What is SEBI Compliances?
The Securities and Exchange Board of India, or SEBI, is in charge of overseeing the country’s commodities and securities markets. It was created to safeguard investors’ interests and to control and grow India’s capital markets.
2. What are SEBI Compliances requirements?
Following the rules established by SEBI compliances for different organizations, such as mutual funds, brokers, and enterprises, is known as SEBI compliances. Financial reporting, disclosure obligations, corporate governance standards, insider trading laws, and other activities are all covered by these compliance requirements.
3. Who needs to comply with SEBI compliances regulations?
SEBI compliances regulations are not just for companies – they cover a wide range of market segments, listed below.:
– Listed Companies
– Stock Brokers
– Merchant Bankers
– Asset Management Companies (AMCs)
– Mutual Funds
– Debenture Trustees
– Financial Intermediaries
– Foreign Portfolio Investors (FPIs)
– Investors and Traders
4. What key compliance steps do listed companies need to follow under SEBI rules?
Regulations pertaining to the following must be followed by listed companies:
– Disclosure Requirements: Accurate and timely disclosure of financial information, shareholding trends, and related-party transactions.
-Corporate Governance: Following the guidelines set forth by SEBI compliances for corporate governance (e.g., board composition, independent directors, etc.).
-Regulations against Insider Trading: Preventing insider trading, including insiders’ periodic reports.
– Financial Reporting: Submitting auditor reports, quarterly and annual financial reports, and other relevant paperwork.
– Code of Conduct: Adhering to the senior management and director code of conduct.
5. What does a SEBI Compliances Officer actually do in a listed company?
The SEBI Compliances Officer makes sure the business or organization complies with SEBI’s guidelines. One of their duties is to ensure that SEBI’s regulations are being followed.
i) Sending SEBI the necessary reports.
ii) Achieving appropriate disclosures .
iii) Enforcing laws against insider trading .
iv) Communicating with regulatory bodies .
6. What are the penalties for non-compliance with SEBI regulations?
There are several consequences for breaking SEBI compliances laws, including:
i) Monetary Penalties: Penalties determined by the offense.
ii) License suspension or cancellation: For organizations such as merchant bankers, brokers, or AMCs.
iii) Imprisonment: In extreme fraud or insider trading situations.
iv) Censure or Public Notice: For less serious infractions.
7. What are the SEBI regulations for insider trading?
SEBI’s internal regulations are designed to protect everyday investors and ensure market integrity by preventing unfair advantage or manipulation. According to the rules, anyone who have access to material, non-public information are not allowed to trade on it. Insiders, including directors, important managers, and significant shareholders, are also required by the requirements to disclose their dealings in the company’s securities.
8. What are the SEBI guidelines on Corporate Governance?
To maintain accountability, equity, and openness, SEBI compliances requires listed businesses to follow specific corporate governance guidelines. These consist of: –
i) The majority of the board’s independent directors.
ii) The formation of nomination/remuneration committees and audit committees.
iii) Disclosure of material information and financial performance.
iv) Preserving the interests of minority shareholders.
9. What is the role of SEBI compliances in mutual fund regulation?
To guarantee that mutual funds function in an open and investor-friendly way, SEBI compliances oversees the mutual fund sector. Among the important rules are: –
i) Mutual fund registration with SEBI.
ii) Adherence to reporting and disclosure regulations.
iii) Ensuring equitable pricing and fund management procedures.
iv) To safeguard investors, investing techniques are monitored.
10. How can companies and entities stay updated on SEBI regulations?
By regularly visiting the SEBI website for updates and circulars, businesses can stay informed about SEBI compliances laws. Participating in forums that offer compliance resources, such as the National Stock Exchange (NSE) or Bombay Stock Exchange (BSE), is one way that industry associations can help. Engaging in consultation with legal and financial advisors: collaborating with experts in SEBI compliances.
11. What are the SEBI Compliances filing requirements for companies?
Listed businesses must submit a number of documents to SEBI compliances, such as Quarterly Financial Results.
i) Reports for the year.
ii) Pattern of Shareholding.
iii) Related Party Transaction Disclosures.
iv) Insider and promoter transactions.
v) Board resolutions for important choices (such issuing new stock or borrowing money).
12. What is the SEBI Takeover Code?
The acquisition of control over Indian listed firms is governed by SEBI’s Takeover Code. In order to safeguard shareholders’ interests during takeovers and acquisitions, the law establishes guidelines for public offerings, required disclosures, and acquirer compliance obligations.
13. How does SEBI compliances help keep the stock market honest, transparent, and trustworthy?
As part of its responsibility to maintain market integrity, SEBI compliances regulates insider trading and market manipulation in order to prevent fraud. Keeping an eye on trading practices: Making sure that fair and open market processes are followed . Investor Protection: Putting in place structures that safeguard the interests and rights of investors.
14. What is the SEBI Act, 1992?
SEBI was established as the regulator of the securities and exchange market in India through the SEBI Act of 1992. It gives SEBI the authority to control stock exchange operations, safeguard investor interests, and guarantee honest business practices in the securities industry.
1Converting Your Public Company to a Private Limited Company: SEBI Compliances Made Easy
Transitioning from a Public Limited Company to a Private Limited Company can significantly ease your regulatory obligations — especially in terms of SEBI compliances.
Here’s how this conversion helps you stay aligned with regulations while simplifying operations:
✅ Avoid extensive SEBI regulatory and disclosure requirements
✅ Eliminate the need for quarterly reporting and public scrutiny
✅ No longer subject to listing obligations and continuous compliance under LODR
✅ Greater confidentiality in operations and financials
✅ Eased corporate governance rules mean listed companies have fewer hoops to jump through, making compliance a bit lighter
This shift allows your company to focus on internal growth, strategic planning, and long-term goals — without the overhead of public market obligations.
Click here to see how we make Public to Private Company Conversion seamless, fully compliant, and efficiently managed with expert support.
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