CS Ambika Mehrotra
Pursuant to Regulation 27(2) of SEBI Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), listed entities were required to submit a quarterly compliance report on corporate governance to the Stock Exchange. The report had to be submitted in the format prescribed by SEBI from time to time and the timeline for submitting the same is within 15 days from the end of each quarter. The said format was earlier prescribed by SEBI vide its circular dated September 24, 2015. Thereafter, the listing regulations have been largely amended vide notification dated May 9, 2018 based on the recommendations of the Kotak Committee. Accordingly, it was necessary to amend the format of the quarterly compliance report in order to reflect the corresponding amendments in respective regulations mentioned in the report. Therefore, SEBI vide its circular dated July 16, 2019 has revised the format of the quarterly compliance report on corporate governance to incorporate the amendments made in various provisions of the Listing Regulations. The circular shall come into force with effect from the quarter ended September 30, 2019.
The reporting timelines for the three formats prescribed in the amended circular (as annexures) remain the same as provided in the previous circular in 2015. The same includes:-
Annex – I – on quarterly basis;
Annex – II – at the end of a financial year (for the whole of financial year);
Annex – III – within six months from end of a financial year, may be submitted along with the second quarter’s report.
Below are the summary of the changes in the revised format of the quarterly compliance report on corporate governance provided by SEBI.
|S. No.||Headings||Amendments/ additions||Periodicity||Regulation Reference||Remarks|
|1.||Composition of Board of Directors||
|2.||Composition of Committees||
|3.||Meeting of Board of Directors||
|4.||Meetings of Committees||Same as above||Quarterly||Reg. 18 to Reg. 21|
|5.||Disclosure on website in terms of Listing Regulations||
|Apart from the amendments in Reg. 46, the requirement of mentioning the compliance status wrt the disclosure of Materiality Policy and Dividend Distribution Policy have been inserted as an additional item|
Reg. 24 (A),
|7.||Affirmations wrt AGM||Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting||To be submitted by listed entity at the end of 6 months after end of financial year||Reg. 20|
|8.||Others||CFO also permitted to sign the reports||All/any of the above||Earlier the Company Secretary / Compliance Officer / Managing Director / CEO were authorized to sign, the same has been extended to authorize the CFO to sign all/ any of the formats of the report|