Regulation 24A of SEBI (LODR), Regulations, 2015 & SEBI Circular dated Feb. 8, 2019
1. The Annual Secretarial Compliance Report is applicable to all Listed Entities.
2. Listed entity means an entity which has listed, on a recognized stock exchange(s), the designated securities issued by it or designated securities issued under schemes managed by it, in accordance with the listing agreement entered into between the entity and the recognized stock exchange(s).
3. Material Subsidiary:shall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year- w.e.f. 01.04.2019;
For F.Y. 2018-19: definition of Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year
4. 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.
5. The Company Secretary in Practice needs to examine and report the compliance of the SEBI Regulations.
6. The Annual Secretarial Compliance Report should be signed by the Company Secretary in Practice by whom the exercise for verifying/ checking the compliance was conducted or under whose supervision the same was conducted indicating his FCS/ ACS number along with Certificate of Practice Number issued by the Institute of Company Secretaries of India.
7. In case of PCS firm, the Annual Secretarial Compliance Report may be signed by the partner by whom the exercise for verifying/ checking the compliance was conducted or under whose supervision the same was conducted indicating his FCS/ACS number along with his Certificate of Practice number.
8. The Annual Secretarial Compliance Report cannot be signed by an employee of the PCS firm even if he/she may be a member of the ICSI.
9. The Secretarial Audit Report (MR-3) for the Material Unlisted Subsidiaries is incorporated in India has to be filed to the Stock Exchange by the listed entity along with the Annual Report of the listed entity.
10. Annual secretarial audit report: In order to avoid duplication, the listed entity and its unlisted material subsidiaries shall continue to use the same Form No. MR-3 as required under Companies Act,2013 and the rules made there under for the purpose of compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well.
11. Annual secretarial compliance report: While the annual secretarial audit shall cover a broad check on compliance with all laws applicable to the entity, listed entities shall additionally, on an annual basis, require a check by the PCS on compliance of all applicable SEBI Regulations and circulars/ guidelines issued there under, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in this circular.
12. The annual secretarial compliance report in the aforesaid format shall be submitted by the listed entity to the stock exchanges within 60 days of the end of the financial year.
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