FEMA AND SEBI COMPLIANCE
FEMA (Foreign Exchange Management Act) is regulatory body that governs all foreign exchange transaction in India. The key objectives to facilitate external trade and payments as well as to promote orderly development and maintenance of foreign exchange market in India with FEMA Act, rules and regulations.
SEBI (Securities Exchange Board of India) is regulatory body that governs the securities market in India. The key objective of SEBI is to protect interest of investor in securities and promote development of securities market in India.
In summary, FEMA governs foreign exchange transaction, while SEBI governs securities market. Companies operating in India need to comply with regulation laid down by both these regulatory bodies to ensure that they are operating legally and in compliance with laws of land.
SEBI LODR COMPLIANCES:
- Quarterly compliance
| QUARTERLY COMPLICANCES -REGULATION | FOR THE 4TH QUARTER ENDED MARCH | DUE DATES |
| Regulation 31 (1) (b) – Shareholding Pattern | Within 21 days from the end of the quarter | 21st April |
| 27(2)(a): Corporate Governance Report | Within 15 days from the end of the quarter | 15th April |
| Regulation 33 (3) (a) – Financial Results along with Limited review report/ Auditor’s report | Within 45 days from the end of the quarter | – |
| Reconciliation of share capital audit report | Within 30 days from the end of the quarter | 30th April |
| Regulation 13 (3) – Statement of Grievance Redressal Mechanism | Within 21 days from the end of the quarter | 21st April |
- Half yearly compliance
| HALF YEARLY COMPLIANCES- REGULATION | DUE DATE |
| Regulation 7 (3) – Share Transfer Agent | Within 1 month of end of each half of the financial year i.e. 30th April |
| Regulation 40 (10) – Transfer or transmission or transposition of securities | Within 1 month of end of each half of the financial year i.e. 30th April |
- Annual compliance
| ANNUAL COMPLIANCES REGULATION | DUE DATE |
| Regulation 14 – Fees and other charges to be paid to the recognized stock exchange(s) | Within one month of end of 31st March i.e. 30th April |
| Regulation 33 (3) (d) – Financial Results along with Auditor’s Report | Within 60 days from the end of the financial year i.e. 29th August |
| Regulation 34 (1) – Annual Report | On the day of commencement of dispatch to its shareholders. |
- Event base compliance
| Regulation | Due Date |
| Regulation 7(5) – Intimation of appointment of Share Transfer Agent | Within 7 days of Agreement with RTA. |
| Regulation 28 (1) – In-principle approval of recognized stock exchange(s) | Before issuing securities. |
| Regulation 29 (2) (b) to (f) – Prior intimation of Board meeting for Buyback, Dividend, Raising of Funds, Voluntary Delisting etc | At least 2 working days in advance, excluding the date of the intimation and date of the meeting. |
| Regulation 29 (2) (a) – Prior intimation of Board meeting for Financial Results | At least 5 days in advance (excluding the date of the intimation and date of the meeting). |
| Regulation 29(3) –Prior intimation of Board Meeting for alteration in nature of securities | At least 11 working days in advance |
| Regulation 30 (6) – Disclosure of events or information | 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 24 hours from the occurrence of event or information |
| Regulation 30 (6) – Disclosure of events or information | Disclosure with respect to events specified in sub-para 4 of Para A of Part A of Schedule III shall be made within 30 minutes of the conclusion of the board meeting. |
| Regulation 31(1)(a) – Shareholding Pattern prior to listing of securities | One day prior to listing of securities |
| Regulation 31(1)(c) – Shareholding Pattern in case of capital restructuring | Within 10 days of change in capital of 2% |
| Regulation 37(2) – Draft Scheme of arrangement | Obtain observation letter or No-objection letter from the stock exchange(s) before filing the scheme with any court or tribunal |
| Regulation 39(3) – Loss of share certificates and issue of the duplicate certificates | Within 2 days of getting information |
| Regulation 44(3) – Voting Results | Within 48 hours of conclusion of General Meeting |
| Regulation 45(3) – Change in name | Prior approval from Stock Exchange before filing application with Registrar of Companies |
| Regulation 46 – Website | The listed entity shall maintain a functional website containing the basic information about the listed entity. |
FEMA COMPLIANCES:
| FORM | PARTICULARS | DUE DATES |
| Annual Return on Foreign Liabilities & Assets (FLA Return) | Required to be submitted directly by all the Indian companies which have received FDI (foreign direct investment) and/or made FDI abroad (i.e., overseas investment) in the previous year(s) including the current year i.e., who holds foreign Assets or Liabilities in their Balance Sheets | 15th July of every year. (Company can submit unaudited accounts before 15th of July but then by the end of September submit the audited one) |
| Annual Performance Report (APR) FORM ODI PART-II | This Report is submitted physically by the Indian party to the Authorized Bank. (In respect of each Joint Venture (JV) / Wholly Owned Subsidiary (WOS) outside India.) | 31st December of every year |
| Single Master Form (SMF) | This form is the combination of all reporting requirements for FDI in India irrespective of the instrument via which foreign investment is made and it subsumes Forms such as FC-GRP, FC-TRS, LLP-I, LLP-II, CN, ESOP, DI, and DRR into one single Form. | 1.Form FC-GPR under SMF- within 30 days after the allotment. 2. FC-TRS under SMF- within 60 days of the transfer of capital instruments or receipts or remittance of funds, whichever is earlier. 3. Form LLP-I and LLP-II has to be filed for FDI reporting and transfer of capital contribution or profit share in LLPs, respectively. 4. Form CN- within 60 days of such issue/transfer. |
| Form FC-GPR | Report under this form is filed when a bonus or right shares are issued to person resident outside India directly or by amalgamation or merger with an existing Indian company or for the issue of shares on conversion of ECB or import of capital goods by units in SEZs, etc. | Form FC-GPR has to be filed not more than 30 days from the date of issue of shares. |
| Form FC-TRS | A report of the transfer of shares & other eligible securities between residents & non-residents and vice-versa. | This Form should be submitted to AD Category-I Bank within 60 days from the receipt date of the amount of consideration. |
| Form ODI ODI Part I form – for making Overseas Direct Investment; ODI Part II – for filing Annual Performance Report; ODI Part III – for Disinvestment | This form is filed in cases of ODI in Joint Ventures and Wholly Owned Subsidiaries by the Indian Party or a resident individual making an overseas investment. | IN CASE OF INVESTMENT- submitted to the designated AD within 6 months from the date of receipt IN CASE OF DISINVESTMENT- not more than 90 days from the date of sale of the shares or securities & documentary effect shall be submitted to RBI through designated Authorised Dealer. |
Non-compliance with FEMA (Foreign Exchange Management Act) and SEBI (Securities and Exchange Board of India) regulations can have serious consequences for individuals and businesses.
Company failure to comply with FEMA and SEBI regulation can result in penalties, fines and even imprisonment. It is important to adhere to these regulations to avoid any legal action and maintain good reputation in market. For SEBI and FEMA Compliances shall follow the huge rule regulations of the Act in case company fails to compliance with regulation of Acts will attract huge penalties for this should compliance with the provisions. Our experts of team will guide you related to compliances of FEMA and SEBI, if you have any doubt regarding this, then you can send your doubts on company suggestion and clear it.
