SME IPO Consultant
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Once an SME is listed on a stock exchange through an IPO, it becomes subject to a range of ongoing regulatory obligations. These are referred to as post-IPO compliance requirements.
Post-IPO compliance is a critical responsibility for Small and Medium Enterprises (SMEs) that have listed their securities on platforms like BSE SME and NSE Emerge. Upon listing, the SME becomes a publicly accountable entity and must comply with various obligations. These compliances help maintain investor confidence, ensure transparency, and uphold market integrity.
This chapter outlines the comprehensive SME post-IPO compliance framework including quarterly, half-yearly, annual, and event-based requirements.
Post IPO Compliance Legal and Regulatory Framework
Post-listing compliances are mainly governed by:
- SEBI (LODR) Regulations, 2015
- Companies Act, 2013
- BSE SME and NSE Emerge guidelines
SME IPO Periodic Compliances Post listing
Periodic compliance refers to the regular, time-bound filing and reporting obligations that a listed company must fulfill—such as quarterly, half-yearly, or annual disclosures—under regulatory requirements set by SEBI, BSE, or NSE. These ensure ongoing transparency and governance after listing.
The post-listing compliance requirements for SMEs are outlined in both the BSE SME Compliance Calendar and the NSE Emerge Compliance Calendar. These calendars list:
- Periodic Compliances (quarterly, half-yearly, annual)
- Event-based Compliances
- Applicable timelines and relevant SEBI LODR regulations
Companies must refer to the respective exchange's calendar to ensure timely submissions as per their listing venue.
1. Quarterly Compliance
|
Regulation |
Description |
Timeline |
|---|---|---|
|
Reg. 13(3) |
Statement of investor complaints |
Within 21 days (BSE)/30 days (NSE) from end of each quarter* |
|
Reg. 27(2) |
Corporate governance report (Not applicable to SME listings unless thresholds exceeded) |
Within 21 days (BSE)/30 days (NSE) from end of each quarter* |
|
Reg. 76 of SEBI (DP) |
Reconciliation of share capital audit |
Within 30 days from end of each quarter* |
*Quarter: June, September, December, March
2. Half-Yearly Compliance
|
Regulation |
Description |
Timeline |
|---|---|---|
|
Reg. 7(3) |
Compliance certificate for share transfer facility |
Within 1 month from end of each half year |
|
Reg. 31(1)(b) |
Shareholding pattern (SMEs) |
Within 21 days from end of each half year |
|
Reg. 32(8) |
Statement of deviation or variation in use of IPO proceeds |
Within 45 days from end of H1*, 60 days from end of H2* |
|
Reg. 33(5) |
Financial results (SMEs file half-yearly) |
Within 45 days from end of each half year |
*H1 – September; *H2 -March
3. Annual Compliance
|
Regulation |
Description |
Timeline |
|---|---|---|
|
Reg. 33(5) |
Annual financial results (SMEs) |
Within 60 days from end of financial year |
|
Reg. 34(1) |
Annual report and AGM notice |
Not later than date of dispatch to shareholders |
|
Reg. 40(9) |
Practising Company Secretary certificate on share transfers |
Within 30 days from end of financial year |
|
Reg. 30(1), 30(2) of Substantial Acquisition of Shares and Takeovers |
Promoter shareholding disclosure |
Within 7 working days from end of financial year |
4. Event-Based Compliance
|
Regulation |
Event |
Timeline |
|---|---|---|
|
Reg. 7(5) |
Appointment/change of RTA |
Within 7 days of agreement |
|
Reg. 28(1) |
In-principal approval for issuing securities |
Prior to issuance |
|
Reg. 29 |
Board meeting notice |
Financial results: 5 clear days in advance; Other items: 2 working days; Securities changes: 11 working days |
|
Reg. 30(6) |
Disclosure of material events |
Within 24 hours or as applicable |
|
Reg. 31(1)(a), (c) |
Shareholding pattern prior to listing or on capital change >2% |
1 day before listing; within 10 days of change |
|
Reg. 42 |
Record date / book closure |
At least 7 working days in advance (5 days for dividend/bonus) |
|
Reg. 43, 43A |
Declaration of dividend & dividend policy |
Immediately upon declaration (policy required for top 1000 listed entities) |
|
Reg. 44(3) |
Shareholder voting results |
Within 2 working days of conclusion of meeting |
|
Reg. 45(3) |
Change in name of listed entity |
Prior approval required before ROC filing |
|
Reg. 46 |
Company website disclosures |
Updated within 2 working days of any change |
|
Reg. 7(2) of PIT |
Insider trading disclosure |
Within 2 trading days of transaction and notification to exchange |
Exchange-Specific Post listing Requirements
- Mandatory filing via BSE Listing Centre.
- Non-filing via Listing Centre may be treated as non-compliance.
- No integrated governance filing—filed separately.
- Compliance filings through NEAPS (NSE Electronic Application Processing System) portal.
- Large entity disclosures (initial and annual) applicable.
- Integrated Governance Filing (includes Reg. 13(3), 27(2), and part of Reg. 30) due within 30 days from quarter-end.
Professionals Assisting in Post-Listing Compliance
- Company Secretaries (CS): Handle regulatory filings, disclosures, and maintain statutory records.
- Chartered Accountants (CAs): Assist in preparation and certification of financial statements and audit reports.
- Merchant Bankers: Guide on SEBI and exchange-related post-listing requirements.
- Registrar and Transfer Agents (RTAs): Manage share transfer records and related compliances.
- Legal Advisors: Help interpret regulations and draft sensitive disclosures when needed.
SME IPO Post-Listing Compliance Charges
Maintaining post-IPO compliance incurs several ongoing costs:
- Annual listing fees payable to the exchange
- Professional charges for Company Secretary, Auditor, RTA
- Cost of software or platforms for compliance filing
- Legal and consulting fees for event-based actions
These SME IPO post-listing compliance charges are essential for maintaining good standing and avoiding penalties.
SME IPO Consultant
Key Takeaways
- Post-IPO compliance is mandatory for all SME-listed companies.
- SEBI sets the framework; NSE and BSE enforce and monitor it.
- Key filings include financials, shareholding, and investor grievances.
- Integrated filing combines multiple reports into one submission.
- Non-compliance attracts penalties or trading restrictions.
- Professionals like Company Secretaries and RTAs assist with compliance.