What is Secretarial compliance?
As per companies act every company is required to maintain certain records and registers to comply with the various sections and
rules of companies act. Further these records must be kept at the registered office of the company if it is required to be accessed by any stakeholder. Different types of registers that are required to be maintained by the company include the following:
· Register of Members,
· Register of Directors,
· Register of Contracts,
· Register of Charges, etc.
Applicability of 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 Company Secretary in Practice on compliance of all applicable the SEBI Regulations and circulars / guidelines issued thereunder, consequent to which, the Company Secretary in Practice shall submit a report to the listed entity in the manner specified in this circular. The Annual Secretarial Compliance Report is applicable to all Listed Entities. It is recommended that the format for Annual Secretarial Compliance (ASC) Report may be annexed to the Annual Report for the financial year 2018-19.
The ASC Report postulates for an independent verification of the records, books, papers and documents by a Company Secretary in Practice to check the compliance status of the company with the provisions of all applicable SEBI laws, Regulations and
circulars/ guidelines issued thereunder. Further, SEBI has also suggested for
the issuance of a guidance note by ICSI for enabling the Company Secretary in
Practice to conduct this exercise in letter and spirit.
The Company Secretary in Practice needs to examine and report the compliance of the SEBI Regulations, which inter alia includes:
(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 Guidance Note on Annual Secretarial Compliance Report 7 of Non-Convertible and Redeemable Preference Shares) Regulations,2013;
(h) Securities and Exchange Board of India (Prohibition of Insider Trading)
(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.)