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.

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: 14^th May, 2019  is as follows:-

LIST/COMP/12/2019-20               Date: 14^th 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: 9^th May, 2019  is as follows:-