Regulation

Non-Compliances

Fine payable

Comparison with May 03, 2018 circular

Reg. 6(1)

Non -Compliance with requirement to appoint CS as Compliance officer

₹ 1,000 per day

—same—

Reg. 7(1)

Non -Compliance with requirement to appoint Share transfer agent

₹ 1,000 per day

—same—

Reg.  13(1)*

Failure to ensure that adequate steps are taken for expeditious redressal of investor complaints

₹ 1,000 per day

—same—

Reg. 13(3)

Non- Submission of Shareholders Complaints statement

₹ 1,000 per day

—same—

Reg.  17(1)

Non -Compliance with Composition of Board of Directors including failure to appoint woman director

₹ 5,000 per day

—same—

Reg. 17(1A)

Non-compliance with the requirements pertaining to appointment or continuation of Non-executive director (NED) who has attained the age of 75 years

₹ 2,000 per day

Newly inserted
Special Resolution is required to be passed for appointment of NED > 75 years

Reg. 17(2)

Number of Board meetings

₹ 10,000 per instance

Newly inserted
Min. 4 meetings in a year. Max. gap of 120 days between 2 meetings

Reg. 17(2A)
Applicable on Top 2000 Listed Cos.

Quorum of Board meetings

₹ 10,000 per instance

Newly inserted
Quorum:

Higher of:
3 or 1/3rd of the total strength
+
Independent Director (ID) mandatory
à Video conferencing / other audio-visual allowed

Reg. 18(1)

Non-compliance with the constitution of Audit Committee

₹ 2,000 per day

—same—

Reg. 19(1)/ 19(2)

Non-compliance with the constitution of nomination and remuneration committee

₹ 2,000 per day

—same—

Reg. 20(2) / (2A)

Non-compliance with the constitution of stakeholder relationship committee

₹ 2,000 per day

—same—

Reg. 21(2)

Non-compliance with the constitution of risk management committee

₹ 2,000 per day

—same—

Reg. 23 (9)

Non-compliance with disclosure of related party transactions on consolidated basis.

₹ 5,000 per day

Newly inserted
Half-yearly disclosure of RPT on a consolidated basis to stock exchanges within 30 days of publication of financial results.

Reg. 24A

Non-compliance with submission of Secretarial Compliance Report

₹ 2000 per day

Newly inserted
Annual Secretarial Compliance Report to be submitted within 60 days from the end of FY

Reg. 27(2)

Non-submission of the Corporate governance compliance report within the period provided under this Reg.

₹ 2,000 per day

—same—

Reg. 28 (1)

Non-compliance with obtaining in-principle approval of stock exchange(s) before issuance of securities.

₹ 50,000 per instance

Newly inserted

Reg. 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

—same—

Reg. 31

Non-submission of shareholding pattern within the period prescribed

₹ 2,000 per day

—same—

Reg. 31A(3)(a)

Non-compliance pertaining to delay in submission of reclassification application to stock exchanges

₹ 5,000 per day

Newly inserted
Reclassification application to be filed within 30 days of seeking shareholders’ approval

Reg. 32(1)

Non-submission of deviations/ variations in utilization of issue proceeds

₹ 1,000 per day

—same—

Reg. 33

Non-submission of the financial results within the period prescribed under this Reg.

₹ 5,000 per day

Levy of fine is in addition to the requirement of providing reasons for non-submission of the financial result as per circular no. CIR/CFD/CMD-1/142/2018 dated November 19, 2018.

Reg. 34

Non-submission of the Annual Report within the period prescribed under this Reg.

₹ 2,000 per day

—same—

Reg. 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

—same—

Reg. 43A

Non-disclosure of Dividend Distribution Policy in the Annual Report and on the websites of the entity.

₹ 25,000 per instance

Newly inserted

Reg. 44(3)

Non-submission of the voting results within the period provided under this Reg.

₹ 10,000 per instance of non-compliance

—same—

Reg. 44(5)

Non-convening of Annual General Meeting within a period of five months from the close of financial year.

₹ 25,000 per instance

Newly inserted

Reg. 45(3)

Non-obtaining approval of stock exchange(s) before filing request for change of name with Registrar of Companies.

₹ 25,000 per instance

Newly inserted
In-principle approval from Stock Exchanges is required to be obtained for name change

Reg. 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

—same—