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SEBI & Listing Compliances

Listing on a stock exchange brings prestige, but it also invites the highest level of regulatory scrutiny. It must be ensured that your organization strictly adheres to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other vital SEBI frameworks to maintain investor trust and market integrity.

Quarterly & Annual Compliances (LODR)

Listed entities are required to provide regular "heartbeat" updates to the stock exchanges. These filings ensure transparency in financial health and operational changes.

Quarterly Filings: We handle the submission of Financial Results (Reg. 33), Investor Grievance Reports (Reg. 13), and Statement of Deviation or Variation (Reg. 32) for funds raised through public issues.
Annual Filings: We ensure the timely submission of the Audited Annual Report, including the Director’s Report and Management Discussion and Analysis (MD&A).
Our Role: We manage the "Integrated Filing" systems of BSE and NSE to ensure no deadlines are missed, preventing heavy fines and the risk of trading suspension.

Corporate Governance Reports

SEBI emphasizes the protection of minority shareholders through strict governance norms. Regulation 27(2) requires a detailed quarterly report on the "Compliance on Corporate Governance."

Scope: We verify the composition of the Board (Executive vs. Non- Executive/Independent), the constitution of mandatory committees (Audit, Nomination, Stakeholders), and compliance with the Code of Conduct.
Significance: This report provides a "Governance Score" to the market, reflecting the transparency of your internal management systems.

Reconciliation of Share Capital Audit Report

Under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018, every listed company must reconcile its issued capital with the shares held in dematerialized and physical forms.

The Audit: As Practicing Company Secretaries, we audit the records of the Company and the Registrar & Share Transfer Agent (RTA) every quarter.
Goal: To confirm that the total issued capital matches the sum of shares held with NSDL, CDSL, and in physical certificates, ensuring there is no unauthorized issuance of shares.

Certification for Shareholding Pattern

Under Regulation 31, listed companies must disclose their shareholding pattern in a specific format every quarter or within 10 days of any capital restructuring exceeding 2%.

Our Service: We certify the classification of shareholders into Promoter, Public, and Non-Promoter/Non-Public categories.
Focus: We ensure that 100% of the promoter holding is in dematerialized form as per SEBI mandates and highlight any "Significant Beneficial Ownership" (SBO) as required by law.

Certifications under SEBI (SAST) Regulations, 2011

The Substantial Acquisition of Shares and Takeovers (SAST) Regulations govern the acquisition of significant stakes in listed companies to prevent "hostile takeovers" without fair exit options for public shareholders.

Our Expertise: We provide certifications for disclosure of shareholding by promoters at the end of the financial year (Reg. 30/31) and ensure compliance during trigger events that require a "Public Announcement" for an Open Offer.
Compliance: We verify that any inter-se transfer of shares among promoters qualifies for exemptions under Regulation 10.

Certifications under SEBI (ICDR) Regulations, 2018

The Issue of Capital and Disclosure Requirements (ICDR) Regulations apply when a company is raising capital through IPOs, Rights Issues, Bonus Issues, or Preferential Allotments.

Our Services: We provide the necessary "Due Diligence Certificates" required by Merchant Bankers and SEBI. We certify that the proposed issue complies with the eligibility criteria, pricing norms, and lock-in requirements for promoters.
Outcome: Accurate certification ensures your capital-raising process is legally sound and free from regulatory hurdles.
Content provided is for informational purposes only and may be subject to modifications. For more accurate and authentic details, connect with our team at cskundankumar@gmail.com.