SEBI vide its circular CIR/CFD/CMD1/27/2019 dated 08.02.2019 unveiled the format for annual secretarial audit report & annual secretarial compliance report for the listed entities & their material subsidiaries.
The circular was issued in pursuance of recommendations in the report of Committee on corporate governance dated 05.10.2017 that secretarial audit shall be made compulsory for all listed entities under SEBI & Secretarial audit should be extended to all material unlisted Indian subsidiaries.
Regulation 24A – Secretarial Audit
In pursuance of the above recommendations of the committee Regulation 24A is included which provides that 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.
Annual Secretarial Audit Report
The secretarial audit of listed entity & its unlisted subsidiaries by Practicing Company Secretaries (PCS) in the same Form No. MR-3 covering broad check on compliance with all laws applicable to the entity.
Annual secretarial compliance report
Additional check by PCS on compliance of all applicable SEBI regulations & circulars/guidelines on annual basis. The report of the same shall be submitted in the format Annexed as Annexre A to this circular. The time limit for submitting the same is 60 days of the end of the financial year.
Annual secretarial audit report (listed entities & material unlisted subsidiaries) – from the financial year ended 31.03.2019 onwards.
Annual secretarial compliance report (listed entities) – from the financial year ended 31.03.2019 onwards.
The format is as below:
(On the letter head of the Practicing Company Secretary)
Secretarial compliance report of [●] [Name of the listed entity] for the year ended ________
I/We……………. have examined:
(a) all the documents and records made available to us and explanation provided by [●] [Name of the listed entity] (“the listed entity”),
(b) the filings/ submissions made by the listed entity to the stock exchanges,
(c) website of the listed entity,
(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,
for the year ended [●] (“Review Period”) in respect of compliance with the provisions of :
(a) the Securities and Exchange Board of India Act, 1992 (“SEBI Act”) and the Regulations, circulars, guidelines issued thereunder; and
(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India (“SEBI”);
The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:-
(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;
(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;
(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(g) Securities and Exchange Board of India(Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2013;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(i) …………(other regulations as applicable)
and circulars/ guidelines issued thereunder;
(Note: The aforesaid list of Regulations is only illustrative. The list of all SEBI Regulations, as may be relevant and applicable to the listed entity for the review period, shall be added.)
and based on the above examination, I/We hereby report that, during the Review Period:
(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:-
1. Provide the list of all the observations in the report for the previous year along with the actions taken by the listed entity on those observations.
2. Add the list of all observations in the reports pertaining to the periods prior to the previous year in case the entity has not taken sufficient steps to address the concerns raised/ observations.
E.g. In the report for the year ended 31st Mar, 2021, the PCS shall provide a list of:
• All the observations in the report for the year ended 31st Mar, 2020 along with the actions taken by the listed entity on those observations.
• The observations in the reports pertaining to the year ended 31st Mar,2020 and earlier, in case the entity has not taken sufficient steps to address the concerns raised/ observations in those reports.)
Place: Name of the Practicing Company Secretary
Signature: ACS/ FCS No.:
Date: C P No.:
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