Penalties for non-compliance with certain provisions of SEBI LODR, 2015

SEBI vide circular dated 3 May, 2018 had specified penalties in case of non-compliance  of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements [LODR]) Regulations, 2015 (Listing Regulations). The main objective of SEBI for issuing this circular was to maintain consistency and to adopt a uniform approach in the matter of levy of fines for non-compliance of the certain provisions of the Listing Regulations. 

The circular was made effective for the compliance period ending on or after 30 September, 2018. Accordingly, any company to whom Listing Regulations are applicable incurs any non-compliance with the provisions of Listing Regulations as specified in the said SEBI circular, such company shall be liable for the prescribed penalty per day of non-compliance.

The below mentioned table provides penalties for non-compliance of certain provisions of Listing Regulations and consequences of frequent non-compliance are also mentioned. Since, the compliance period for which these penalties are applicable has been started now w.e.f 1^st October 2018, all Companies are advised to take appropriate action and ensure timely compliance to avoid per day penalty.

Regulation	Fine payable/other action to be taken in case of non-compliance	Fine prior to this circular
Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer	₹1,000 per day	-
Regulation 7(1) Non-compliance with requirement to appoint share transfer agent	₹1,000 per day	-
Regulation 13(1)/ 13(3) Failure to ensure that adequate steps are taken for expeditious redressal of investor complaints Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or under any circular issued in respect of redressal of investor grievances	₹1,000 per day	-
Regulation 17(1) Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director	₹5,000 per day	-
Regulation 18(1) Non-compliance with the constitution of audit committee	₹2,000 per day	-
Regulation 19(1)/ 19(2) Non-compliance with the constitution of nomination and remuneration committee	₹2,000 per day	-
Regulation 20(2) Non-compliance with the constitution of stakeholder relationship committee	₹2,000 per day	-
Regulation 21(2) Non-compliance with the constitution of risk management committee	₹2,000 per day	-
Regulation 27(2) Non-submission of the Corporate governance compliance report within the period provided under this regulation	₹2,000 per day	₹1,000 per day of non-compliance till the date of compliance (1st non-compliance) ₹2,000 per day of non-compliance till the date of compliance (subsequent non-compliance)
Regulation 29(2)/29(3) Delay in furnishing prior intimation about the meeting of the board of directors	₹10,000 per instance of non-compliance per item	-
Regulation 31 Non-submission of shareholding pattern within the period prescribed	₹2,000 per day	₹1,000 per day of non-compliance till the date of compliance and If non-compliance continues for more than 15    days, additional fine  of 0.1  %  of  paid up    capital of    the entity   or ₹1 crore, whichever is less (1st non-compliance) ₹2,000 per day of non-compliance till the date of compliance and If non-compliance continues for more than 15 days, additional fine of 0.1 % of paid  up  capital of the  entity or ₹1 crore, whichever is less. (subsequent non-compliance)
Regulation 32(1) Non-submission of deviations/ variations in utilization of issue proceeds	₹1,000 per day	-
Regulation 33 Non-submission of the financial results within the period prescribed under this regulation	₹5,000 per day	₹5,000 per day of non-compliance till the date of compliance and If non-compliance continues for more than 15    days, additional fine of 0.1% of Paid Up   capital of    the entity  or ₹1crore,whichever is less. (1st non-compliance) ₹10,000 per day of non-compliance till the date of compliance and If non-compliance continues for more than 15 days, additional fine of 0.1 % of Paid Up capital*of the  entity or ₹1 crore, whichever is less (subsequent non-compliance)
Regulation 34 Non-submission of the Annual Report within the period prescribed under this regulation	₹2,000 per day	If non-compliance continues for more than 5 days, ₹1,000 per day till the date of compliance (1st non-compliance) ₹2,000 per day of non-compliance till the date of compliance (subsequent non-compliance)
Regulation 39(3) Non-submission of information regarding loss of share certificates and issue of the duplicate certificates within the period prescribed under this regulation	₹1,000 per day	-
Regulation 42(2)/42(3)/ 42(4)/42(5) Delay in/ non-disclosure of record date/ dividend declaration or non-compliance with ensuring the prescribed time gap between two record dates/ book closure dates	₹10,000 per instance of non-compliance per item	-
Regulation 44(3) Non-submission of the voting results within the period provided under this regulation	₹10,000 per instance of non-compliance per item	-
Regulation 46 Non-compliance with norms pertaining to functional website	Advisory/warning letter per instance of non-compliance per item ₹10,000 per instance for every additional advisory/warning letter exceeding the four advisory/ warning letters in a financial year	-