Regulation 42: Fixing and Intimating the Record Date

Regulation 42 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.

The record date decides who gets paid. Fix it wrongly, or intimate it late, and a corporate action either has to be redone or leaves entitlement genuinely uncertain — which is why the timing rules here are strict and unforgiving.

Intimate the record date to the stock exchange at least seven working days in advance, excluding the date of intimation and the record date. Keep at least 30 days between two record dates. Recommend or declare a dividend or cash bonus at least five working days before the record date. The record date is required for dividend, bonus, rights, buy-back, and any corporate action affecting entitlement.

When a record date is required

Regulation 42 requires the listed entity to fix a record date, or to close its transfer books, for the following purposes:

• declaration of dividend;
• issue of shares by way of bonus;
• issue of rights shares;
• buy-back of securities;
• corporate actions such as a merger, demerger, split or consolidation;
• for entities with listed non-convertible securities, payment of interest and redemption or repayment of principal.

If the action determines who is entitled to something, it needs a record date.

The three timing rules

The exclusion of both end dates is the same convention that runs through the prior intimation rules under Regulation 29 — count the working days between, not inclusive of, the two dates. Prior intimation of board meetings →

The 30-day gap exists so that the registrar and the depositories can complete one corporate action before the next begins. A company doing a dividend and a bonus in the same period must space them, and this is the constraint that decides the calendar.

The five-working-day rule ensures the entitlement decision is made and public before the register is frozen for it. A dividend declared two days ahead of the record date compresses the window in which the market can price the entitlement.

Sequencing an ordinary dividend

Working forward from the board meeting, the constraints compound:

Step 1 — intimate the board meeting. Where financial results are on the agenda, five days in advance; where only the dividend is, two working days.

Step 2 — hold the meeting and disclose the outcome. The outcome, including the dividend recommendation, goes to the exchange within 30 minutes of the meeting closing. Material events →

Step 3 — intimate the record date, at least seven working days ahead of it, and not less than five working days after the declaration.

Step 4 — check the 30-day gap against any other record date in the period.

Step 5 — pay. The dividend must be paid within the period the Companies Act prescribes, and payment is made electronically under Regulation 12, with physical instruments used only where the electronic route is unavailable or has failed.

Most sequencing errors come from working backwards from a desired payment date and discovering that the seven-working-day intimation cannot fit. Build the calendar forward from the board meeting instead.

Book closure, and why record dates are the norm

Regulation 42 allows either a record date or a closure of transfer books. In practice almost every listed entity uses a record date.

The reason is mechanical: with securities held in dematerialised form and transfers processed through the depositories, a record date is a snapshot of beneficial ownership on a given day. Closing the transfer books blocks transfers for a period, which is disruptive and unnecessary when the depositories can produce a position on a date.

The rule that securities can only be transferred in dematerialised form has removed most of the reason book closure existed. Transfer and transmission of securities →

For debt-listed entities

An entity with listed non-convertible securities fixes a record date for interest payment and for redemption or repayment as well, on the same seven-working-day intimation basis.

The failure mode here is different from the equity one. Interest and redemption dates are set in the offer document years in advance, so the record date is predictable — and precisely because it is predictable, it gets left to the last week. A missed intimation on a scheduled coupon is an entirely avoidable breach.

Key takeaways

• Seven working days' intimation, with both end dates excluded.
• 30 days between two record dates — this is what constrains a dividend-plus-bonus calendar.
• Declare at least five working days before the record date.
• Build the calendar forward from the board meeting, not backward from payment.
• Record date, not book closure, is the practical norm.
• Debt coupon record dates are predictable — calendar them a year ahead.
• Payment is electronic under Regulation 12.

Read next

• Regulation 43A: The Dividend Distribution Policy
• Regulation 29: Prior Intimation of Board Meetings
• Regulation 40: Transfer and Transmission of Securities
• Regulation 44: E-Voting and Submitting Voting Results

Disclaimer: Positions stated as on 5 September 2026. Verify the current text of Regulation 42 on sebi.gov.in before relying on any timeline here.