Format for annual secretarial audit and compliance report for listed entities

Stay compliant with SEBI regulations for listed entities! Explore the format for annual secretarial audit and compliance reports, ensuring seamless adherence to the guidelines.

Format for annual secretarial audit report and annual secretarial compliance report for listed entities and their material subsidiaries

Refer to SEBI circular number CIR/CFD/CMD1/27/2019 dated February 08, 2019. & NSE Circular Ref No: NSE/CML/ 2023/30 dated April 10, 2023.

Sub: Format for annual secretarial audit report and annual secretarial compliance report for listed entities and their material subsidiaries

The Committee on Corporate Governance, constituted under the Chairmanship of Shri Uday Kotak, in its report dated October 05, 2017, recommended the Secretarial audit to be made compulsory for all listed entities under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Regulations”) in line with the provisions of the Companies Act, 2013 Secretarial audit to be extended to all material unlisted Indian subsidiaries in line with the recommendations of the Committee.

The aforesaid recommendations were accepted and in order to implement the same, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been amended to include the following Regulation 24A:

“24A: Secretarial Audit

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed with effect from the year ended March 31, 2019.”

Accordingly, the following shall be complied with by a listed entity and its material unlisted subsidiaries, as applicable:

Annual secretarial audit report:

Currently, Section 204 of the Companies Act, 2013 read with rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires Secretarial Audit by Practicing Company Secretaries (PCS) for listed companies and certain unlisted companies above a certain threshold in From No. MR-3.

In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall continue to use the same Form MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well.

Annual secretarial compliance report:

While the annual secretarial audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in this

The annual secretarial compliance report shall be submitted by the listed entity to the stock exchanges within 60 days of the end of the financial year. The listed entities and their material subsidiaries shall provide all such documents/information as may be sought by the PCS for the purpose of providing a certification under the Regulations and this circular.

Refer to NSE Circular Ref No: NSE/CML/ 2023/30 dated April 10, 2023,

The format of Annual Secretarial Compliance report is updated and the report duly made is appended below and attached herewith for your quick reference.

(On the letter head of the Practicing Company Secretary)

Secretarial compliance report of

[●] [Name of the listed entity]

for the year ended ________

I/We………………. have examined:

• all the documents and records made available to us and explanation provided by [●] [Name of the listed entity] (“the listed entity”),
• the filings/ submissions made by the listed entity to the stock exchanges,
• website of the listed entity,
• any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended [●] (“Review Period”) in respect of compliance with the provisions of :

• the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
• the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, including:-

• Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
• Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
• Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
• Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
• Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2013;
• Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
• Securities and Exchange Board of India (Delisting of Equity Shares) (Amendment) Regulations, 2016;
• Securities and Exchange Board of India (Investor Protection and Education Fund) Regulations, 2009;
• Securities and Exchange Board of India (Depository Participant) Regulations, 2018;

and circulars/ guidelines issued thereunder;

I/We hereby report that, during the Review Period the compliance status of the listed entity is appended below;

Sr. No.	Particulars	Compliance status (Yes/ No/ NA)	Observations/ Remarks by PCS*
1.	Secretarial Standards: The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI)
2.	Adoption and timely updation of the Policies: All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/circulars/ guidelines issued by SEBI
3.	Maintenance and disclosures on Website: The Listed entity is maintaining a functional website Timely dissemination of the documents/ information under a separate section on the website Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website
4.	Disqualification of Director: None of the Director of the Company are disqualified under Section 164 of Companies Act, 2013
5.	To examine details related to Subsidiaries of listed entities: (a) Identification of material subsidiary companies (b) Requirements with respect to disclosure of material as well as other subsidiaries
6.	Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Regulations, 2015.
7.	Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations
8.	Related Party Transactions: (a) The listed entity has obtained prior approval of Audit Committee for all Related party transactions (b) In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ ratified/rejected by the Audit committee
9.	Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.
10.	Prohibition of Insider Trading: The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015
11.	Actions taken by SEBI or Stock Exchange(s), if any: No Actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder
12.	Additional Non-compliances, if any: No any additional non-compliance observed for all SEBI regulation/ circular/guidance note etc.

*Observations/Remarks by PCS are mandatory if the Compliance status is provided as ‘No’ or ‘NA’

• The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: –

Sr. no	Comp-liance Requi-rement (Regul-ations/ circulars /guid-elines including specific clause)	Regulation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observ-ations/ Remarks of the Prac-ticing Company Secretary	Manag-ement Response	Remarks
					Advisory/ Clarifi-cation /Fine/ Show Cause Notice/ Warning, etc.

• The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. no	Compliance Requir-ement (Regul-ations/ circulars/ guidelines including specific clause)	Regul-ation/ Circular No.	Deviations	Action Taken by	Type of Action	Details of Violation	Fine Amount	Observ-ations/ Remarks of the Practicing Company Secretary	Manag-ement Response	Remarks
					Advisory/ Clarif-ication /Fine/Show Cause Notice/ Warning, etc.

Place:

Date: