Compliance requirements for Nidhi Company

Following are the annual compliances applicable on Nidhi Companies under the provisions of the Companies Act, 2013:

LODR Reg. No.

Particulars

Reg. 7(3)

Compliance Certificate certifying maintaining physical & electronic transfer facility:

The listed entity shall submit a compliance certificate to the exchange, duly signed by both that is by the compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable, within one month of the end of each half of the financial year, certifying maintaining physical & electronic transfer facility either in house or RTA as applicable.

Due date: Within one month of the end of each half of the financial year.
Reg. 13(3)

Statement of Investor complaints:

The listed entity shall file with the recognized stock exchange(s) on a quarterly basis, within twenty-one days from the end of each quarter, a statement giving the number of investor complaints pending at the beginning of the quarter, those received during the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter.

Due date: Within twenty-one days from the end of each quarter.
Reg. 27(2)
Corporate Governance:

The listed entity shall submit a quarterly compliance report on corporate governance within fifteen days from the close of the quarter. Further, it may be noted that it shall not apply, in respect of – (a) the listed entity having paid-up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty-five crores, as on the last day of the previous financial year: Provided that where the provisions of the regulations specified in this regulation become applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity. (b) the listed entity which has listed its specified securities on the SME Exchange.

Due date: Within 15 days from quarter-end.
Reg. 31

Shareholding Pattern:

(1) 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 within the following timelines – one day prior to the listing of its securities on the stock exchange(s); on a quarterly basis, within twenty-one days from the end of each quarter; within ten days of any capital restructuring of the listed entity resulting in a change exceeding two percent of the total paid-up share capital: Provided that in case of listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half-yearly basis within twenty-one days from the end of each half-year.

Due date: Within 21 days from quarter-end.
Reg. 33 
Financial Results:

The Listed entity shall submit to the stock exchange and publish on its website a copy of the annual report sent to the shareholders along with the notice of the annual general meeting not later than the day of commencement of dispatch to its shareholders. 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 In case of top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), Business responsibility report is required to include in Annual Report is compulsory as per prescribed format. However, in the case of other than the top 500 listed companies based on market capitalization and listed entities that have listed their specified securities on SME Exchange, may include these Business responsibility reports on a voluntary basis Further as per Regulation 43A. the top five hundred listed entities based on market capitalization (calculated as of March 31 of every financial year) shall formulate a dividend distribution policy which shall be required to disclose in their annual reports and on their websites. However, the listed entities other than the top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.

Due date: Within twenty-one working days of it being approved and adopted in the annual general meeting.
Reg. 40 (9)

Certificate from Practicing Company Secretary:

The listed entity shall ensure that the share transfer agent and/or the in-house share transfer facility, as the case may be, produce a certificate from a practicing company secretary within one month of the end of each half of the financial year, certifying that all certificates have been issued within thirty days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

Due date: Within one month of the end of each half of the financial year.
Reg. 7 

Reconciliation of Share Capital Audit:

Listed entities are required to submit a Reconciliation of Share Capital Audit Report on a quarterly basis to the stock exchanges audited by a qualified chartered accountant or a practicing company secretary for the purpose of reconciliation of share capital held in depositories and in physical form with the issued/listed capital. The Reconciliation of Share Capital Audit Report is required to be submitted to the stock exchange within 30 days from the end of the Quarter under regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996.

Due date: Within 30 days from quarter-end.
Reg. 14 

Listing Fees & Other charges:

The listed entity shall pay all such fees or charges, as applicable, to the recognized Stock Exchange(s), in the manner specified by the Board or the recognized Stock Exchange(s).
Reg. 29

Notice for Board Meeting to consider the prescribed matters:

The Company shall give an advance notice of at least 5 days for Financial Result as per regulation 29 1 (a) & in case of other matters as stated in regulation 29 1 (b) to (f) – 2 Working days in advance (Excluding the date of the intimation and date of the meeting) to Stock Exchange. The Company shall give an advance notice of 11 working days in case matter related to alteration in i) Securities ;ii) date of interest or redemption of Debenture/bond as per regulation 29(3) (a),(b).

Due Date: Advance notice of at least 5/2 days, as may be applicable.
Reg. 30

Disclosure of Price-Sensitive Information:

The Company has to intimate to the Stock Exchange about the material events which will have a bearing on the performance / operations of the company as well as price sensitive information both at the time of occurrence of the event and subsequently after the cessation of the event. The 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 information.

Due date: As soon as reasonably possible and not later than twenty-four hours from the occurrence of event or information.
Reg. 30
The outcome of Board Meeting (Schedule III Part A- (4).

The listed entity shall disclose the information to the Exchange(s).

Due date: Within 30 minutes of the closure of the meeting.
Reg. 42

Notice for Record Date \ Corporate Action:

The Company must ensure that there is a gap of at least 30 days between 2 book closure and/or record date. The Company shall give an advance notice of at least 7 working days (Excluding the date of the intimation and record date/book closure start date) to the Stock Exchange for corporate actions (Book closure/Record date) fixed for the purpose of corporate benefits like mergers, de-mergers, split , bonus, dividend, rights etc. 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.

Due date: Advance notice of at least 7 working days (Excluding the date of the intimation and record date/book closure start date) to the Stock Exchange for corporate actions
Reg. 43 

Declaration of Dividend:

Dividend Distribution Policy:

The Company has to declare and disclose the dividend on per share basis only.
Reg. 43 A 

The top five hundred listed entities based on market capitalization (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed in their annual reports and on their websites. The dividend distribution policy shall include the following parameters: (a) The circumstances under which the shareholders of the listed entities may or may not expect dividend; (b) The financial parameters that shall be considered while declaring dividend; (c) Internal and external factors that shall be considered for declaration of dividend; (d) Policy as to how the retained earnings shall be utilized; and (e) Parameters that shall be adopted with regard to various classes of shares: Provided that if the listed entity proposes to declare dividend on the basis of parameters in addition to clauses (a) to (e) or proposes to change such additional parameters or the dividend distribution policy contained in any of the parameters, it shall disclose such changes along with the rationale for the same in its annual report and on its website.The listed entities other than top five hundred listed entities based on market capitalization may disclose their dividend distribution policies on a voluntary basis in their annual reports and on their websites.
Reg. 44


Voting Result:

The listed entity shall submit to the stock exchange, within forty-eight hours of the conclusion of its General Meeting, details regarding the voting results in the format specified by the Board.


Due date: Within forty-eight hours of the conclusion of its General Meeting.
Reg. 46

Company Website:

The listed entity shall maintain a functional website containing the basic information about the listed entity. The listed entity shall disseminate the information as stated in Regulation 46 (2). The listed entity shall ensure that the contents of the website are correct & 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.
Reg. 30(1) & 30(2) – SEBI Takeover Reg. 2011.
30(1) Every person, who together with persons acting in concert with him, holds shares or voting rights entitling him to exercise twenty-five per cent or more of the voting rights in a target company, shall disclose their aggregate shareholding and voting rights as of the thirty-first day of March, in such target company in such form as may be specified. 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 be specified. The disclosures required under sub-regulation (1) and sub-regulation (2) shall be made within seven working days from the end of each financial year to; every stock exchange where the shares of the target company are listed; and the target company at its registered office.
Regulation 7(2) – SEBI (Prohibition of Insider Trading) Regulations, 2015.
7 (2) Continual Disclosures : (a). 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 or such other value as may be specified; (b). Every company shall notify the particulars of such trading to the stock exchange on which the securities are listed within two trading days of receipt of the disclosure or from becoming aware of such information. (Transaction type include buy/sales/pledge/revoke/Invoke).
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