Summary:
The SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185, issued on December 31, 2024, implements the Expert Committee’s recommendations to enhance ease of doing business for listed entities. It integrates filings under governance and financials with revised timelines. Governance filings include investor grievance statements (Reg 13(3)) and corporate governance compliance reports (Reg 27(2)(a)) within 30 days post-quarter. The first integrated governance filing for Q4 2024 is due within 45 days. Additional disclosures include share acquisition changes, minor fines, and tax litigation updates. Financial filings cover related party transactions (Reg 23(9)), loan defaults (Reg 30), deviation statements (Reg 32(1)), and financial results (Reg 33(3)), with deadlines of 45 to 60 days post-quarter.
The circular revises the role of secretarial auditors, requiring shareholder approval for appointments and introducing disqualifications, such as holding securities or having business relationships with the entity. It also restricts services rendered by secretarial auditors, prohibiting activities like internal audits and investment advisory services.
Disclosure norms for employee benefit schemes mandate uploading scheme documents on company websites post-shareholder approval. The circular also implements a single filing system for entities listed on BSE and NSE, effective October 18, 2024, allowing submissions on one exchange to suffice for both. Lastly, system-driven disclosures now apply to shareholding patterns (Reg 31(1)(b)) and credit rating updates (Reg 30), further streamlining compliance processes. These measures collectively aim to simplify regulatory requirements while ensuring transparency.
The following fillings have been integrated under Governance
| Regulations | Fillings integrated | Revised timelines |
| REG 13(3) | Investor grievance statement | Within 30 days from end of quarter |
| REG 27(2)(a) | Compliance report on corporate governance | Within 30 days from end of quarter |
First quarterly Integrated Filing under Governance and Financial is applicable for the quarter ending December 31, 2024.
The said First quarterly Integrated Filing under Governance may be filed within a period of 45 days from the end of the quarter and thereon within a period of 30 days from the end of the quarter.
Additionally the following information shall be disclosed on a quarterly basis as part of the Integrated Filing under Governance:
| 1. Acquisition of shares/voting rights in an unlisted company, aggregating to 5% or any subsequent change in holding exceeding 2%
2. Imposition of fine or penalty which are lower than the specified monetary thresholds 3. Updates on ongoing tax litigations or disputes |
The following fillings have been Integrated under Financials
| Regulations | Fillings integrated |
| REG 23(9) | Related Party Transactions
[Half-yearly] |
| REG 30 | O/s default on loans/ debt securities
[Quarterly] |
| REG 32(1) | Statement of deviation and variation
[Quarterly] |
| REG 33(3) | Financial results
[Quarterly] |
The Timeline for filing financials is within 45 days from end of quarter, 60 days from end of last quarter/ FY
Secretarial Auditor
The recent amendments in LODR have redefined the position of Secretarial Auditor and brought it at par with statutory auditors
The process of obtaining shareholders’ approval for appointment as Secretarial Auditor at an annual general meeting.
Under the latest LODR amendments, SEBI has specified that an individual may be appointed for a term of 5 years and a firm may be appointed for a maximum of 2 terms of 5 years each subject to the approval of shareholders in a general meeting.
Additionally following disqualifications have been inserted with reference to appointment/continuance of a Secretarial Auditor in the listed entity —
| a) The disqualification list excludes body corporates other than LLPs from being appointed as Secretarial Auditors |
| b) An officer or employee of the listed entity – only a PCS can be appointed as a secretarial auditor, and such person should not be an officer or employee of any of the group entities. |
c) A person/his relative/partner –
|
d) A person/firm who, whether himself/through his relative, has business relationship with the listed entity.
|
Services not to be rendered by the Secretarial Auditor:
| Internal audit. |
| Design and implementation of any compliance management system, information system, policy framework, systems or processes for compliance; |
| Investment advisory services. |
| Investment banking services |
| Rendering of outsourced compliance management, record keeping & maintenance services. |
| Management services. |
| Any other specified services. |
Disclosure of Employee Benefit Scheme related documents
| The scheme document shall be uploaded on the website of the listed entity after obtaining shareholder approval as required under SEBI (SBEB) Regulations, 2021. |
| Board to approve rationale for and justification as to how such information would affect competitive position or reveal commercial secrets |
| Secretarial compliance report shall include a confirmation on compliance with the aforesaid requirements |
Single Filing System:
The single filing system is applicable to the entities which are listed on both the Stock Exchanges i.e. BSE and NSE.
W.E.F. October 18th 2024 The Listed Entities are required to avoid multiple filings of the same disclosure on both the Exchanges and have an option for filing the disclosure and revision in filings at any one Exchange.
System driven disclosure for certain disclosures
| Reg 31(1)(b) | Shareholding pattern |
| Reg 30 | New/ revision in ratings |
Author Bio
All listed companies means applicable to SME listed also pl guide.
Yes, Small and Medium Enterprises (SMEs) are included in the term “all listed entities”