The Exchange has received queries regarding the Exchange Circular LIST/COMP/10/2019-20 dated May 09, 2019, titled ‘Format for Annual Secretarial Audit Report and Annual Secretarial Compliance Report for listed entities and their material subsidiaries’.

Accordingly, the following may be noted:

Companies who have claimed exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015 and submitted Non-Applicability Certificate for Corporate Governance Report are not required to submit any other document or disclosure for claiming exemption for Annual Secretarial Compliance Certificate.

Regulation 15(2) of SEBI (LODR), Regulations, 2018 says that:

  • the listed entity having paid up equity share capital not exceeding rupees ten crore  and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year:

Provided  that  where  the  provisions  of  the  regulations  specified  in  this  regulation becomes applicable to a listed entity at a later date, such listed entity shall comply with  the  requirements  those  regulations  within  six  months  from  the  date  on  which  the  provisions became applicable to the listed entity.

  • the listed entity which has listed its specified securities on the SME Exchange

Text of the BSE circular Date: 14th May, 2019  is as follows:-

LIST/COMP/12/2019-20               Date: 14th May 2019

Dear Sir/Madam,

Sub: Clarification on Annual Secretarial Audit Report and Annual Secretarial Compliance Report for listed entities and their material subsidiaries.

The Exchange has received queries regarding the Exchange Circular LIST/COMP/10/2019-20 dated May 09, 2019, titled “Format for Annual Secretarial Audit Report and Annual Secretarial Compliance Report for listed entities and their material subsidiaries”.

Accordingly, the following may be noted:

Companies who have claimed exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015 and submitted Non-Applicability Certificate for Corporate Governance Report are not required to submit any other document or disclosure for claiming exemption for Annual Secretarial Compliance Certificate.

For further details in this matter, you may write to bse.regulation30@bseindia.com

Thank you

Abhijit Pai                                                                                                   Shyam Bhagirath

Dy. General Manager                                                                                  Associate Manager

Listing Compliance                                                                                  Listing Compliance

Text of the BSE circular Date: 9th May, 2019  is as follows:-

LIST/COMP/10/2019-20                                                                                                 Date: 9th May, 2019

Dear Sir/Madam,

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

In continuation to the SEBI Circular to the Companies dated February 08, 2019 with regard to format for annual secretarial audit report and annual secretarial compliance report for listed entities and their material subsidiaries, the Exchange has introduced facility in the Listing Centre for filing of Annual Secretarial Compliance Report under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018.

Companies which are not claiming exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015 are required file the Annual Secretarial Compliance Report through the Corporate Announcements Module of the Listing Centre

Corporate Announcement > Compliances > Regulation 24A – Annual Secretarial Compliance.

Filings in respect of Annual Secretarial Compliance Report are to be filed by all listed entities which are not claiming exemption under Regulation 15(2) of SEBI (LODR) Regulations, 2015 within 60 days from the end of Financial Year.

For further details in this matter, you may write to bse.regulation30@bseindia.com

Thank you

Abhijit Pai                                                                             Shyam Bhagirath

Dy. General Manager                                                          Associate Manager

Listing Compliance                                                                                         Listing Compliance

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