Listed Firms Mandated to File Annual Secretarial Compliance Report
Listed entities are required to submit an Annual Secretarial Compliance Report to stock exchanges within sixty days of the financial year conclusion. This report, prepared by a Practicing Company Secretary, involves an examination of the listed entity’s records, filings with stock exchanges, website content, and other relevant documents. The purpose is to assess compliance with the Securities and Exchange Board of India (SEBI) Act, the Securities Contracts (Regulation) Act, and various SEBI regulations and guidelines, including those related to Listing Obligations and Disclosure Requirements (LODR), Issue of Capital and Disclosure Requirements (ICDR), Substantial Acquisition of Shares and Takeovers (SAST), and Prohibition of Insider Trading (PIT). The report format requires the practicing company secretary to state whether the entity has complied with applicable provisions, list any deviations observed during the review period, detail actions taken by the management on these deviations and those noted in previous reports, and provide observations on specific compliance areas such as Secretarial Standards, policy adherence, website disclosures, and related party transactions. The report also clarifies that it is based on the examination of documents provided and is not an audit or a guarantee of the entity’s future viability.
The Annual Secretarial Compliance Report is required to be submitted within sixty days from end of each financial year by the listed entity to the Stock Exchange (s).
FORMAT OF ANNUAL SECRETARIAL COMPLIANCE REPORT
(On the letterhead of the Practicing Company Secretary)
Secretarial Compliance Report of [‘] [Name of the listed entity] for the financial year ended
I/We have examined:
a. all the documents and records made available to us and explanation provided by [‘] [Name of the listed entity] (“the listed entity”),
b. the filings/ submissions made by the listed entity to the Stock Exchanges,
c. website of the listed entity,
d. any other document/ filing, as may be relevant, which has been relied upon to make this Report.
for the financial year ended [‘] (“Review Period”) in respect of compliance with the provisions of :
a. the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the regulations, circulars, guidelines issued thereunder; and
b. the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the SEBI;
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: –
a. Securities and Exchange Board of India (LODR) Regulations, 2015;
b. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
c. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
d. Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
e. Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
f. Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021
g. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
h. other regulations as applicable.
and circulars/ guidelines issued thereunder;
(Note: The aforesaid list of Regulations is only illustrative. The list of such SEBI Regulations, as may be relevant and applicable to the listed entity for the review period, shall be added.)
FORMAT OF ANNUAL SECRETARIAL COMPLIANCE REPORT
and based on the above examination, I/We hereby report that, during the Review Period:
(a) (**) 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. |
Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) |
Regulation/ Deviations Circular No. |
Action
|
Type of Action |
Details of Violation |
Fine Amount |
Observ ations /Remarks of the Practicing Company Secretary (PCS) |
Manag ement Response |
Remarks |
Advisory / Clarification/ Fine/ Show Cause Notice/ Warning etc. |
(b) The listed entity has taken the following actions to comply with the observations made in previous reports:
| Sr. No. |
Observations/ Remarks of the Practicing Company Secretary (PCS) in the previous reports) |
Observations made in the Secretarial Compliance report for the year ended (The years are to be mentioned) |
Compliance Requirement (Regulations/ circulars/ guidelines including specific clause) | Details of violation / Deviations and actions taken /penalty imposed, if any, on the listed entity |
Remedial actions, if any, taken by the listedentity |
Comment s of the PCS on the actions taken by the listed entity |
| . |
(Note:
1. Provide the list of all the observations in the report for the previous year along with the actions taken by the listed entity on those observations.
2. Add the list of all observations in the reports pertaining to the periods prior to the previous year in case the entity has not taken sufficient steps to address the concerns raised/ observations.
FORMAT OF ANNUAL SECRETARIAL COMPLIANCE REPORT
E.g., In the report for the year ended 31st Mar, 2023, the PCS shall provide a list of:
- all the observations in the report for the year ended 31st March, 2022 along with the actions.
- taken by the listed entity on those observations.
- the observations in the reports pertaining to the year ended 31st March, 2022 and earlier, in case the entity has not taken sufficient steps to address the concerns raised/ observations in those reports.)
I. I/we hereby report that, during the review period the compliance status of the listed entity with the following requirements:
| 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 of India (ICSI). |
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| 2. | Adoption and timely updation of the Policies:
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| 3. | Maintenance and disclosures on Website:
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| 4. | Disqualification of Director(s):
None of the director(s) of the listed entity is/ are disqualified under Section 164 of Companies Act, 2013 as confirmed by the listed entity. |
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| 5. | Details related to subsidiaries of listed entities have been examined w.r.t.:
(a) Identification of material subsidiary companies. (b) Disclosure requirement of material as well as other subsidiaries. |
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| 6. | Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of |
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| 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/during the financial year as prescribed in SEBI Regulations. |
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| 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 |
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| 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. |
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| 10. | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. |
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| 11. | Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its promoters/ directors/ |
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| 12. | Resignation of statutory auditors from the listed entity or its material subsidiaries:
In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and / or its material |
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| 13. | Additional Non-compliances, if any:
No additional non-compliances observed for any SEBI regulation/circular/guidance note etc. except as reported above. |
Observations/Remarks by PCS are mandatory if the compliance status is provided as ‘No’ or ‘NA’
We further, report that the listed entity is in compliance/ not in compliance with the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulations. (In case of Not Applicable- NA to be mentioned)
(Note: In case of non-compliance, details of such non-compliance need to be mentioned)
Assumptions & limitation of scope and review:
1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.
2. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
3. We have not verified the correctness and appropriateness of financial records and books of account of the listed entity.
4. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (LODR) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.
Place:
Signature:
Date:
Name of the PCS
ACS/ FCS No.:
CP No. :
UDIN : ….
Peer Review No.
Firm Registration No.
(Republished with amendments)
