The Securities and Exchange Board of India had formed a Committee on Corporate Governance in June 2017 under the chairmanship of Mr. Uday Kotak with a view to enhancing the standards of Corporate Governance of Listed Entities in India then, the Board has implemented certain recommendations of Kotak Committee and notified the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 which shall come into force with effect from 1st April, 2019.
According to amendment, the Board has amended or inserted new Regulation 24A regarding Secretarial Audit. Now, the Board has specified Format with respect to Annual Secretarial Audit Report and Annual Secretarial Compliance Report for listed entities and their material subsidiaries. As per the provisions of the Regulation 24A, the following shall be complied with by a listed entity and its material unlisted subsidiaries:
- a) Annual Secretarial Audit Report
- b) Annual Secretarial Compliance Report
In order to avoid duplication, the Listed Entity and its Un-listed Material Subsidiaries shall continue to use the same Form No. MR-3 as required under Companies Act, 2013 and the rules made thereunder for the purpose of compliance with Regulation 24A of the SEBI (LODR) Regulations, 2015 as well.
Further, listed entities shall additionally require a check by the Practicing Company Secretary (PCS) on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the PCS shall submit a report to the listed entity in the manner specified in the circular. The Annual Secretarial Compliance Report in the specified Format shall be submitted by the listed entities to the Stock Exchanges within Sixty (60) days from the end of the financial year.