Which FEMA and SEBI filings does a company make?
A listed company files the SEBI disclosure reports with the stock exchange. A company that has received foreign investment, or that has made an investment outside India, files the FEMA forms through its authorised dealer bank. FEMA is an Act the Reserve Bank administers. SEBI is the regulator of the securities market.
Which law applies?
The two statutes do not cover the same event. A board meeting that declares a dividend is a company-law decision, described on the dividend page, and it becomes a SEBI intimation only when the company is listed. An issue of shares to a person resident outside India is a FEMA report even when the company is a private company. Formation of that company is on the private limited company page.
What does a listed company file?
| Filing | When |
|---|---|
| Quarterly financial results, regulation 33 | 45 days from the end of the quarter |
| Annual audited results, regulation 33 | 60 days from the end of the financial year, which is 30 May when the year ends on 31 March |
| Shareholding pattern, regulation 31 | 21 days from the end of the quarter |
| Board outcome listed in the schedule, regulation 30 | 30 minutes from the close of the meeting, or 3 hours if the meeting closes after trading hours and more than 3 hours before the next session opens |
| Other material event arising inside the company | 12 hours |
| Material event arising outside the company | 24 hours |
| Voting results, regulation 44 | Two working days from the general meeting |
The listing regulations also require a prior intimation before the board takes up financial results, a buy-back, a dividend, or a fund-raise, and a corporate-governance report after the quarter. The number of days is the number in the current regulation. An unlisted company does not file this table.
What does FEMA require?
| Form | When |
|---|---|
| FC-GPR, for an issue of capital instruments to a person resident outside India | 30 days from the date of issue |
| FC-TRS, for a transfer between a resident and a person resident outside India | 60 days from the transfer or the receipt of consideration, whichever is earlier |
| Annual return on foreign liabilities and assets | 15 July |
| Annual performance report for an overseas investment | 31 December |
The Overseas Investment Rules, 2022, replaced the older practice of a paper form filed within six months. The investment is reported to the authorised dealer as those rules prescribe. The annual performance report then follows by 31 December. A company with no foreign investment and no overseas investment does not file the foreign-liabilities return. Other instruments use the form the Reserve Bank’s FIRMS portal names for that instrument.
What follows a miss?
Section 13 of FEMA imposes a penalty up to three times the sum involved, where that sum is quantifiable, or up to ₹2 lakh where it is not. A continuing contravention can add a further penalty up to ₹5,000 for every day after the first. A listed entity that misses a filing can be fined by the stock exchange under the circular that sets those amounts, and SEBI can proceed under the SEBI Act. The company-law calendar beside these filings is on the stay-compliant page.
Frequently asked questions
Four questions cover an unlisted company, the annual results, overseas investment, and the FLA return.
Does every private company file with SEBI?
No. The listing regulations apply to a listed entity. A private company that is not listed does not file the quarterly results or the shareholding pattern with a stock exchange.
Are the annual results due on 29 August?
No. Regulation 33 requires the annual audited results within 60 days of the financial year end. For a year that ends on 31 March, that date is 30 May.
Is the old six-month overseas-investment form still the rule?
No. The Overseas Investment Rules, 2022, replaced that timeline. The investment is reported to the authorised dealer as those rules prescribe, and the annual performance report is due by 31 December.
Does a company with no foreign investment file an FLA return?
No. The annual return on foreign liabilities and assets is for an Indian company or LLP that has foreign investment or an overseas investment.
Sources
SEBI filings are in the Listing Obligations and Disclosure Requirements regulations. FEMA filings are administered by the Reserve Bank of India. The overseas investment timeline is the Foreign Exchange Management (Overseas Investment) Rules, 2022.