National Stock Exchange of India
Circular Ref No: NSE/CML/ 2023/30 Date: April 10, 2023
To,
All Listed Entities,
Sub: Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)
With reference to our Circular no. NSE/CML/ 2023/21 dated March 16, 2023, regarding additional affirmations by PCS in ASCR, wherein point no. 1 is being replaced with the below mentioned point:
|
Sr. No. |
Particulars | Compliance status (Yes/No/NA) |
Observations/ Remarks byPCS* |
| 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) |
Rest all the details forming part of the said circular no. NSE/CML/2023/21 dated March 16, 2023, remains unchanged and the same is attached as Annexure A.
Further, kindly note that currently the listed entities are submitting the ASCR in both PDF and XBRL mode. Since, the XBRL mode of submission is under development hence, provisionally the ASCR to be submitted in PDF format via Announcement over the path NEAPS > Compliance > Announcements > Announcements/ Corporate Actions
Later, the listed entities shall also be mandatorily required to submit the ASCR in XBRL mode as well.
For and on behalf of
National Stock Exchange of India Limited
Ankita Gupta
Manager
Also Read: Additional affirmations by Practicing Company Secretaries (PCS) in ASCR
Annexure A
1. Based on various discussions with SEBI, following are the additional affirmations to be provided while submitting ASCR
|
Sr. No. |
Particulars | Compliance status (Yes/No/NA) |
Observations/ Remarks byPCS* |
| 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) |
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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:
None of the Director of the Company are disqualified under Section 164 of companies act 2013 |
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| 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 |
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| 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. |
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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 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 Audit committee |
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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 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 |
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| 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’
2. Revised Format of Annual Secretarial Compliance Report:
Additional columns have been inserted in the format of ASCR which is provided below:
(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) |
Regul ation/ Circular No. |
Deviations |
Action Taken by |
Type ofAction |
Details of Violation |
Fine Amount |
Observations /Remarks of
|
Manag ement Response |
Remarks |
Advisory/Cla rification/Fin e/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. |
Compliance Requirement (Regulations/ circulars/guidelines including specific clause) |
Regulation/ Circular No. |
Deviations |
Action Taken by |
Type of Action |
Details of Violation |
Fine Amount |
Observations /Remarks of the Practicing Company Secretary |
Management Response |
Remarks |
Advisory/Cla rification/Fin e/Show Cause Notice/ Warning, etc. |
Kindly note: (1) Table (a) and (c) of the SEBI ASCR format issued vide SEBI circular no. CIR/CFD/CMD1/27/2019 dated February 08, 2019, will be merged.
(2) Point (b) of the SEBI ASCR format will be omitted as the same has been included in the additional affirmations
(3) Table (d) will be revised and re-numbered to table (b)
(4) Columns marked in red are the additional columns inserted
The Listed entities are advised to bring the provisions of this circular to the notice of all the Company Secretaries in practice.
The abovementioned circular will be effective from the financial year ended March 31, 2023 onwards.
