BACKGROUND
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been amended after the recommendation of the Kotak Committee to include the following Regulation:
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.
SEBI vide its circular CIR/CFD/CMD1/27/2019 dated 08th February, 2019 mandating all listed companies to submit, in addition to Secretarial Audit Report, Secretarial Compliance Report to the stock exchanges within 60 days of closure of financial year.
ANNUAL SECRETARIAL COMPLIANCE REPORT (ASC Report)
ASC Report to be submitted by a Company Secretary in Practice (PCS) to the listed entity on an annual basis, regarding compliance of all applicable SEBI Regulations and Circulars/ Guidelines issued thereunder.
The ASC report is required to be submitted by the listed entity to the Stock Exchange(s) within 60 days from the end of the financial year.
It means as PCS took over more time for secretarial audit report in MR-3, here PCS have fixed 60 days’ time for issuance of ASC Report considering checking up of all SEBI compliances.
EXTENDED VERSION OF SECRETARIAL COMPLIANCE
Many questions and ambiguity is there in everyone’s mind that if Compliance of Secretarial audit is there in MR-3 than why secretarial compliance report an extra compliance/ duplicity of compliance. As MR-3 format of Secretarial Audit already includes SEBI Compliances (SEBI Act and Regulations and Guidelines made thereunder as applicable to the company) than why separate compliance report for the same audit to be given.
The intention of insertion of Reg. 24A of LODR is to strengthen and improve compliance not only for listed entity but also extended to material subsidiary.
The Compliance report not only restricted to regulations mentioned in format prescribed by SEBI of ASC report but also cover other regulation of SEBI applicable to company
There are some similarity as well as differences in both. Following are the differences between the both:
1. ASC report is specifically look after the SEBI regulations applicable to particular company.
2. ASC report only applicable to Companies whose specified securities are listed and there material subsidiaries, not on other public companies like Secretarial Audit.
3. Fixed time frame for submission ASC report to board of Listed entity Within 60 days from the end of the financial year.
4. It’s not a part of annual report.
5. It’s not required to report to MCA.
6. PCS specifically look for SEBI Compliances to provide this report.
7. Not required to present before shareholders of Company.
8. Non-compliance of the same will cover under non – compliance of SEBI (LODR) 2015.
9. It’s also not applicable to every listed entity, the listed entities who claims exemption under Reg. 15(2) of LODR are not required to compliance of Reg. 24A of LODR.
CONCLUSION
As we see ASC report is similar to MR-3 or a part of MR-3, but it’s a wider extension of secretarial compliance in terms of SEBI regulation.
Its puts more liability towards PCS who issuing ASC report. It’s also a task for a PCS to report it within 60 days from end of financial year as its also cover it’s material subsidiary.
It’s like an action taken report and board of company have to comment on the same.
IT’S A SERIES ON ASC REPORT AND FURTHER AUTHOR WILL COME WITH CHECKLIST AND REGULATION’S TO BE COVER BY PCS WHILE ISSUING REPORT.
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