Guidance Note on Annual Secretarial Compliance Reportin letter and spirit, the Indian Capital Market...

Guidance Noteon

Annual SecretarialCompliance Report

April 2019

Price : Rs. 250/-

© THE INSTITUTE OF COMPANY SECRETARIES OF INDIA

All rights reserved. No part of this Guidance Note may be translatedor copied in any form or by any means without the prior writtenpermission of The Institute of Company Secretaries of India.

Disclaimer

The checklists provided in this publication are indicativeand not exhaustive. The Company Secretary in Practice(PCS) may go through various additional documents andmay also exercise additional checks for issuing the AnnualSecretarial Compliance (ASC) Report.

Published by :

THE INSTITUTE OF COMPANY SECRETARIES OF INDIAICSI House, 22, Institutional Area, Lodi RoadNew Delhi - 110 003

Phones : 45341000, 41504444; Fax : 24626727E-mail : [email protected]; Website : www.icsi.edu

(ii)

mailto:[email protected];http://www.icsi.edu

PREFACE

“Compliance” is just a subset of “governance”and not the other way around.

-Pearl Zhu, Digitizing Boardroom

Corporate Governance and Compliance are intricately linked.Governance is the overall management approach, Board Membersand Senior Executives use to control and direct an organization.Compliance is the process through which companies demonstratethat they have confirmed to specific requirements of laws,regulations, contracts, strategies and policies. Both governance andcompliance involve rules of conduct and controls on organizationalbehaviour.

It was always comprehended by both the Regulators and Corporatesthat enactment of various laws is not enough and the desired resultscannot be achieved unless their implementation is geared up. Thisgap is filled by the Compliance Reporting Mechanism which ensuresthat all applicable rules, regulations and standards set by regulatorybodies and government agencies are adhered to and implementedcoherently, consistently and in the right spirit.

Failure to comply means businesses are subject to regulatorypenalties, including fines and imprisonment. Reporting ofCompliance ensures that a business is complying with the domesticand international regulations and also assessing the internal controlsand processes which ensure that the rules are being followed.

The purpose of the Compliance Reporting is to hold processesaccountable, not let them fall to the wayside and provide formodification when there is a risk to compliance.

Realising the need of growing Compliance Reporting mechanismin letter and spirit, the Indian Capital Market Regulator, SEBI cameout with the Circular dated February 08, 2019 mandating AnnualSecretarial Compliance Report to be submitted by a CompanySecretary in Practice to the listed entity on an annual basis, regardingcompliance of all applicable SEBI Regulations and Circulars/Guidelines issued thereunder.

(iii)

All these developments, policy initiatives and new legislationsemphasize the importance of accountability and transparency, forwhich the SEBI has entrusted Company Secretaries in Practice withthe responsibility to exercise check on the Secretarial Compliancesof a listed entity on annual basis.

Further, the SEBI has suggested the ICSI to bring out a GuidanceNote in this regard. In this direction, the Institute has brought outthis Guidance Note to sensitize the members of the Institute toaccomplish the task to the utmost satisfaction of all the stakeholders.This Guidance Note highlights the process and scope of AnnualSecretarial Compliance Report and also provides detailed checklistswith respect to all mandatory laws as specified in the prescribedformat by SEBI.

I sincerely hope that this publication shall prove to be of immensepractical value to the members of the Institute while carrying outthe exercise of Annual Secretarial Compliance Report and also togain better understanding of the essence of laws.

I place on record my sincere thanks to Shri Pradeep Ramakrishnan,GM, SEBI for his valuable inputs on preparing the manuscript ofthis publication.

I commend the dedicated efforts put in by CS Alka Arora, JointDirector and CS Khusbu Mohanty, Assistant Director, under theoverall guidance of CS Sonia Baijal, Director, ICSI and stewardshipof CS Ashok Kumar Dixit, Officiating Secretary, ICSI in preparationof this publication.

Furthermore, inevitably, in any publication, there is always scopefor further improvement. I would personally be grateful to usersand readers for offering the suggestions/comments for furtherrefinement of the contents of the publication.

CS Ranjeet Pandey President

The Institute of Company Secretaries of India

Date : April 03, 2019Place : New Delhi

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CONTENTS

Topic Page No.

Introduction 1

SEBI Circular No. CIR/CFD/CMD1/27/2019dated February 08, 2019 9

Checklist 15

(a) SEBI (Listing Obligations andDisclosure Requirements)Regulations, 2015 17

(b) SEBI (Issue of Capital andDisclosure Requirements)Regulations, 2018 41

(c) SEBI (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011 55

(d) SEBI (Buy-Back of Securities) Regulations, 2018 63

(e) SEBI (Share Based Employee Benefits)Regulations, 2014 77

(f) SEBI (Issue and Listing of Debt Securities)Regulations, 2008 82

(g) SEBI (Issue and Listing of Non-ConvertibleRedeemable Preference Shares)Regulations, 2013 90

(h) SEBI (Prohibition of Insider Trading)Regulations, 2015 95

(i) SEBI (Delisting of Equity Shares)Regulations, 2009 101

(v)

Reporting Format of Annual SecretarialCompliance Report 108

Annexures 111

SEBI Circular dated February 22, 2018 - Manner ofachieving minimum public shareholding 113

SEBI Circular dated January 03, 2018 - Schemes ofArrangement by Listed Entities and (ii) Relaxationunder Sub-rule (7) of Rule 19 of the SecuritiesContracts (Regulation) Rules, 1957 116

SEBI Circular dated September 21, 2017 - Schemesof Arrangement by Listed Entities and (ii)Relaxation under Sub-rule (7) of Rule 19 of theSecurities Contracts (Regulation) Rules, 1957 120

SEBI Circular dated March 10, 2017 - Schemes ofArrangement by Listed Entities and (ii) Relaxationunder Sub-rule (7) of rule 19 of the SecuritiesContracts (Regulation) Rules, 1957 122

SEBI Circular dated September 24, 2015 - Format forcompliance report on Corporate Governance to besubmitted to Stock Exchange (s) by Listed Entities 143

SEBI Circular dated June 16, 2015 - Requirementsspecified under the SEBI (Share Based EmployeeBenefits) Regulations, 2014 150

Topic Page No.

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Introduction

1

Guidance Note on Annual Secretarial Compliance Report2

2

Guidance Note on Annual Secretarial Compliance Report 3

Prologue

There are plethora of laws, rules, procedures and regulationsapplicable to every form of business. The Corporate sector in Indiahas to abide by various Acts, rules and regulations made thereunder.

Every Company, while pursuing its business activities, has to complywith the rules and regulations relating to the Companies Act,Securities Laws, FEMA, Industry Specific laws and General lawslike Labour laws, Competition law and Environment related lawsetc. and is further expected to good governance practices.

Under the Companies Act, 2013, a Company Secretary, along withother Key Managerial Personnel and Whole time Directors may betreated as ‘officer who is in default’ and will be liable for penalconsequences for non-compliance, while under most of the otherlaws, persons in charge of and responsible for the conduct ofbusiness of the company are held responsible.

The Regulators have expressed faith in the profession of CompanySecretary for furtherance of better control and development of thegood governance in the Corporate Sector in India. The role ofCompany Secretaries have increased manifold under the CompaniesAct, 2013, SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, SEBI (Prohibition of Insider Trading)Regulations, 2015 and other Regulations.

Company Secretary is a competent officer to ensure compliancesthat is the reason the SEBI, in line with International Best Practices,made it mandatory for listed entity to appoint a Company Secretaryas Compliance Officer. Further, to ensure better and effectivecompliance management, a Company Secretary in Practice isauthorised by the SEBI for issuance of Annual SecretarialCompliance Report to listed entity effective from the financial yearended on March 31, 2019.

BACKGROUND

The Securities and Exchange Board of India (SEBI) as the nodalagency for regulation of capital market in India is continuouslybringing out new regulations and guidelines for keeping pace withthe development of international capital markets. One of the stepsin this direction was SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (‘LODR Regulations’) whichcame into effect from December 01, 2015.


Corporate Governance being a dynamic concept. India Inc. has alsofaced issues of aligning Corporate Governance with the evolvingbusiness environment. Accordingly, the SEBI, in June 2017,constituted a Committee under the Chairmanship of Shri Uday Kotakto review the existing Corporate Governance principles. TheCommittee was represented by different stakeholders including theGovernment, Industry, Stock Exchanges, Academicians, ProxyAdvisors, Professional Bodies (including ICSI), Lawyers, etc. TheCommittee in its Report proposed a set of Corporate Governancenorms aimed at increasing transparency, strengthening boardindependence, board composition and enhancing disclosures.

Based on the recommendations of the Kotak Committee, SEBI notifiedthe SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2018 dated May 09, 2018 enhancing theCorporate Governance norms to be complied with by a listed entity;which were followed by a Circular on May 10, 2018 for implementationof certain recommendations of the Kotak Committee.

Specifically, Regulation 24A was inserted and made effective for thefinancial year ended March 31, 2019 in the LODR Regulationswhich mandated the requirements of annexing a Secretarial Auditreport in a specified format for the listed entity and all its materialunlisted subsidiaries.

The SEBI vide its Circular dated February 8, 2019, specified that thelisted entity and its unlisted material subsidiaries shall continue touse the same Form No. MR-3 as required under Companies Act,2013 and the Rules made thereunder for the purpose of compliancewith Regulation 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015. Further, in terms of SecretarialAudit by virtue of Section 204(1) of the Companies Act, 2013 readwith Rule 9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 which provides that:

1. every listed company;

2. every public company having a paid-up share capital of fiftycrore rupees or more; or

3. every public company having a turnover of two hundred fiftycrore rupees or more

shall annex with its Board’s Report made in terms of sub-section(3) of section 134, a Secretarial Audit Report, given by a CompanySecretary in Practice, in such form as may be prescribed.


Applicability of Annual Secretarial Compliance Report

While the Annual Secretarial Audit shall cover a broad check oncompliance with all laws applicable to the entity, listed entities shalladditionally, on an annual basis, require a check by the CompanySecretary in Practice on compliance of all applicable the SEBIRegulations and circulars / guidelines issued thereunder,consequent to which, the Company Secretary in Practice shallsubmit a report to the listed entity in the manner specified in thiscircular.

The Annual Secretarial Compliance Report is applicable to all ListedEntities.

It is recommended that the format for Annual SecretarialCompliance (ASC) Report may be annexed to the Annual Reportfor the financial year 2018-19.

As per SEBI Listing Regulations:

“Listed entity" means an entity which has listed, on arecognised stock exchange(s), the designated securities issued byit or designated securities issued under schemes managed by it,in accordance with the listing agreement entered into betweenthe entity and the recognised stock exchange(s).

Explanation : As it is apparent from the above definition, listed entitymeans and includes entities other than companies such as banks,body corporates etc. securities of which are listed on the StockExchange(s).

“Material subsidiary” shall mean a subsidiary, whose income ornet worth exceeds ten percent of the consolidated income or networth respectively, of the listed entity and its subsidiaries in theimmediately preceding accounting year. (w.e.f. 01.04.2019)

Accordingly, by virtue of the above definitions, it is implied that,every unlisted material subsidiary which is a public company orprivate company, it has to fall under the category of materialsubsidiary as defined under the SEBI Listing Regulations to whichthe Secretarial Audit is applicable for the financial year 2019-20onwards.

However, for the year 2018-19 the definition of Material Subsidiaryshall mean a subsidiary, whose income or net worth exceeds twentypercent of the consolidated income or net worth respectively, of thelisted entity and its subsidiaries in the immediately preceding


accounting year and the provisions of the law shall be applicable onthem accordingly.

The listed entity in addition to the Secretarial Audit Report asrequired under section 204 of the Companies Act, 2013 read withits Rules, is also required to annex a separate report i.e. ‘AnnualSecretarial Compliance Report’ for due compliance with the circular.

The ASC report is required to be submitted by the listed entity tothe Stock Exchange(s) within 60 days from the end of the financialyear.

Purpose

The ASC Report postulates for an independent verification of therecords, books, papers and documents by a Company Secretary inPractice to check the compliance status of the company with theprovisions of all applicable SEBI laws, Regulations and circulars/guidelines issued thereunder.

Further, SEBI has also suggested for the issuance of a guidancenote by ICSI for enabling the Company Secretary in Practice toconduct this exercise in letter and spirit.

Scope

The Company Secretary in Practice needs to examine and reportthe compliance of the SEBI Regulations, which inter alia includes:

(a) Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2018;

(c) Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 2018;

(e) Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations, 2014;

(f) Securities and Exchange Board of India (Issue and Listingof 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 ofInsider Trading) Regulations, 2015;

(i) …………(other regulations as applicable)

and circulars/ guidelines issued thereunder;

(Note: The aforesaid list of Regulations is only illustrative. The listof all SEBI Regulations, as may be relevant and applicable to thelisted entity for the review period, shall be added.)

Minimum fees to be charged with respect to exerciseof Annual Secretarial Compliance Report

There is no minimum fees prescribed by ICSI for issuing the AnnualSecretarial Compliance Report by a Company Secretary in Practice.However, it would be in the fitness of things that Company Secretaryin Practice takes proper call about fees considering the nature &size of the company, type of company and the efforts required to beput in while carrying out such exercise. It is expected that membershould maintain high standard and quality in issue of the ASCReport.

Signing

The Annual Secretarial Compliance Report should be signed by theCompany Secretary in Practice by whom the exercise for verifying/checking the compliances was conducted or under whosesupervision the same was conducted indicating his FCS/ ACSnumber along with Certificate of Practice Number issued by theInstitute of Company Secretaries of India.

In case of PCS firm, the Annual Secretarial Compliance Report maybe signed by the partner by whom the exercise for verifying/checking the compliances was conducted or under whosesupervision the same was conducted indicating his FCS/ACSnumber alongwith his Certificate of Practice number. The AnnualSecretarial Compliance Report cannot be signed by an employee ofthe PCS firm even if he/she may be a member of the ICSI.

Reporting Observations/ Adverse Remarks

1. Details of any action taken by the SEBI or Stock Exchangesshould be stated by the Company Secretary in Practice table


(c) of the format as prescribed in the SEBI Circular in hisreport in bold type or in italics.

2. If the scope of work required to be performed is restrictedon account of restrictions imposed by the company or onaccount of circumstantial limitations (like certain books orpapers being in the custody of another person who is notavailable or a Government Authority), the Report shouldindicate such limitations.

3. If such limitations are so material that the CompanySecretary in Practice is unable to express any opinion, theCompany Secretary in Practice should state that in theabsence of necessary information and records, he is unableto report on compliance(s) relating to such areas by theCompany.

Clarification on filing of Secretarial Audit Report ofMaterial Unlisted subsidiary

The Secretarial Audit Report (MR-3) for the Material UnlistedSubsidiaries is incorporated in India has to be filed to the StockExchange by the listed entity along with the Annual Report of thelisted entity.

Diligence while checking the compliances and co-operation by the listed entity in this regard

Where certifications by other intermediaries like Merchant Bankersare required (e.g. in case of public issues, takeovers etc.) with respectto compliances with the provisions of any SEBI Regulations, theCompany Secretary in Practice may rely upon their due diligencecertificates; if thought fit, the Company Secretary in Practice mayperform a sample check. It is imperative that the Company Secretaryin Practice undertakes necessary diligence while checking thecompliances. This exercise might include the requirement of variouscertificates/declarations/undertakings from the listed entity/itsrelated entities and their co-operation in the matter is desired. Whilechecking the compliances for the ASC Report, Company Secretaryin Practice may also refer the relevant Circulars and Amendmentsissued by the SEBI.

***


CIRCULAR

CIR/CFD/CMD1/27/2019 February 08, 2019

To

All Listed Entities (whose equity shares are listed) andtheir material subsidiaries

All the Recognized Stock Exchanges

Institute of Company Secretaries of India (ICSI)

Madam / Sir,

Sub: Format for annual secretarial audit report andannual secretarial compliance report for listed entitiesand their material subsidiaries1. The Committee on Corporate Governance, constituted under

the Chairmanship of Shri Uday Kotak, in its report dated October05, 2017, recommended the following in view of the criticalityof secretarial functions to efficient board functioning:a. Secretarial audit to be made compulsory for all listed entities

under the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“Regulations”) in linewith the provisions of the Companies Act, 2013.

b. Secretarial audit to be extended to all material unlisted Indiansubsidiaries in line with the recommendations of theCommittee on strengthening group oversight and improvingcompliance at a group level for listed entities.

2. The aforesaid recommendations were accepted and in order toimplement the same, the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 have beenamended to include the following Regulation 24A:

“24A: Secretarial Audit

Every listed entity and its material unlisted subsidiaries incorporated inIndia shall undertake secretarial audit and shall annex with its annualreport, a secretarial audit report, given by a company secretary in


practice, in such form as may be prescribed with effect from the yearended March 31, 2019.”

3. Accordingly, the following shall be complied with by a listed entityand its material unlisted subsidiaries, as applicable:

a. Annual secretarial audit report:

(i) Currently, Section 204 of the Companies Act, 2013 readwith rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014requires Secretarial Audit by Practicing CompanySecretaries (PCS) for listed companies and certainunlisted companies above a certain threshold in FormNo. MR-3.

(ii) In order to avoid duplication, the listed entity and itsunlisted material subsidiaries shall continue to use thesame Form No. MR-3 as required under Companies Act,2013 and the rules made thereunder for the purpose ofcompliance with Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) Regulations,2015 as well.

b. Annual secretarial compliance report:

(i) While the annual secretarial audit shall cover a broadcheck 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 applicableSEBI Regulations and circulars/ guidelines issuedthereunder, consequent to which, the PCS shall submita report to the listed entity in the manner specified inthis circular.

(ii) The format for the annual secretarial compliance reportis placed at Annex-A.

(iii) The annual secretarial compliance report in the aforesaidformat shall be submitted by the listed entity to the stockexchanges within 60 days of the end of the financial year.

c. The listed entities and their material subsidiaries shall provideall such documents/information as may be sought by thePCS for the purpose of providing a certification under theRegulations and this circular.


4. ICSI may consider issuing a guidance note to PractisingCompany Secretaries to enable them to undertake certificationsin accordance with the Regulations and this circular in letterand in spirit.

5. The Stock Exchanges are advised to bring the provisions of thiscircular to notice of the listed entities and also to disseminateon their websites.

6. This circular shall come into force as under:

a. With respect to the annual secretarial audit report, in theannual reports of the listed entities and the material unlistedsubsidiaries from the financial year ended March 31, 2019onwards.

b. With respect to the annual secretarial compliance report,applicable to listed entities, with effect from the financialyear ended March 31, 2019 onwards.

7. The circular is issued in exercise of the powers conferred undersections 11 and 11A of the Securities and Exchange Board ofIndia Act, 1992 read with Regulations 24A and 101 of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015.

8. The circular is available on SEBI website at www.sebi.gov.inunder the category 'Legal ---> Circulars'.

Pradeep RamakrishnanDeputy General Manager

Compliance and Monitoring Division-1Corporation Finance Department

[email protected]

http://www.sebi.gov.inmailto:[email protected]


Annex-A

(On the letter head of the Practicing Company Secretary)

Secretarial compliance report of [ ?] [Name of the listedentity] for the year ended ________

I/We……………. have examined:

(a) all the documents and records made available to us andexplanation provided by [ ?] [Name of the listed entity](“the listed entity”),

(b) the filings/ submissions made by the listed entity to thestock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which hasbeen relied upon to make this certification,

for the year ended [ ?] (“Review Period”) in respect of compliancewith the provisions of :

(a) the Securities and Exchange Board of India Act, 1992(“SEBI Act”) and the Regulations, circulars, guidelinesissued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 (“SCRA”),rules made thereunder and the Regulations, circulars,guidelines issued thereunder by the Securities andExchange 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 (ListingObligations and Disclosure Requirements) Regulations,2015;

(b) Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2018;

(c) Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;


(d) Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 2018;

(e) Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations, 2014;

(f) Securities and Exchange Board of India (Issue and Listingof Debt Securities) Regulations, 2008;

(g) Securities and Exchange Board of India(Issue and Listingof Non-Convertible and Redeemable Preference Shares)Regulations,2013;

(h) Securities and Exchange Board of India (Prohibition ofInsider 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 allSEBI Regulations, as may be relevant and applicable to the listed entity forthe review period, shall be added.)

and based on the above examination, I/We hereby report that, duringthe Review Period:

(a) The listed entity has complied with the provisions of the aboveRegulations and circulars/ guidelines issued thereunder,except in respect of matters specified below:-

Sr.No Compliance Requirement Deviations Observations/(Regulations/ circulars / Remarks of theguidelines including specific Practicingclause) Company

Secretary

(b) The listed entity has maintained proper records under theprovisions of the above Regulations and circulars/guidelines issued thereunder insofar as it appears frommy/our examination of those records.

(c) The following are the details of actions taken against thelisted entity/ its promoters/ directors/ material subsidiarieseither by SEBI or by Stock Exchanges (including underthe Standard Operating Procedures issued by SEBI through


various circulars) under the aforesaid Acts/ Regulationsand circulars/ guidelines issued thereunder:

Sr. Action taken Details of Details of action Observations/No. by violation taken e.g. fines, remarks of the

warning letter, Practicingdebarment, etc. Company

Secretary, if any.

(d) The listed entity has taken the following actions to complywith the observations made in previous reports:

Sr. Observations Observations made Actions Comments of theNo. of the in the secretarial taken Practicing

Practicing compliance report by the CompanyCompany for the year listed Secretary on theSecretary in ended… entity, actions taken bythe previous (The years are to if any the listed entityreports be mentioned)

(Note: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 stepsto address the concerns raised/ observations.E.g. In the report for the year ended 31st Mar, 2021, the PCS shallprovide 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 sufficientsteps to address the concerns raised/ observations in those reports.)

Place:Signature:Date: Name of the Practicing Company Secretary

ACS/ FCS No.:C P No.:

Checklists

15


16


(a) SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015

Listing Agreement is a basic document which is executedbetween companies and the stock exchange whencompanies are listed on the stock exchange. ListingAgreement entered into by listed companies with thestock exchanges prescribes initial and continuousdisclosure norms. The modifications to provisions ofListing Agreement are prescribed by the SEBI.The SEBI has launched numerous policy initiatives notonly to strengthen the regulatory framework of the IndianCapital Market but also align the role of Capital Marketwith the international best practices and more importantlyto the investing and funding needs of the inspirationalIndian population. Broadly, the regulatory framework inIndia is in compliance with the OECD Principles, aninternational benchmark worldwide. A step further in thisdirection was envisioned through the policy measureswhen SEBI notified the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015.The SEBI Listing Regulations lay down the broadprinciples for periodic disclosures to be given by the listedentities operating in different segments of the capitalmarkets. The Listing Regulations were structured toprovide ease of reference by consolidating provisions ofthe then ongoing Listing Agreements into one singledocument across various types of securities listed on theStock Exchanges.This checklist covers the various compliances relating tocontinual disclosures and periodic disclosures which aretime -based and event -based.

Note: It is advisable to refer all the relevant and updated Amendments and Circularsmade by SEBI w.r.t the SEBI Listing Regulations while conducting the Annual SecretarialCompliance of a listed entity.

For provisions which shall be effective from 01.04.2019, the PCS will simply indicatenot applicable as the Annual Secretarial Compliance Report is effective for the financialyear ended on 31st March, 2019.


1.

2.

Whether the Compliance Officerhas confirmed the following:

(a) conformity with theregulatory provisionsapplicable to the listed entityin letter and spirit.

(b) co-ordination with andreporting to the Board,recognised stock exchange(s)and depositories with respectto compliance with rules,regulations and otherdirectives of these authoritiesin manner as specified fromtime to time.

(c) that the correct procedureshave been followed that wouldresult in the correctness,authenticity andcomprehensiveness of theinformation, statements andreports filed by the listedentity under theseregulations.

(d) monitoring email address ofgrievance redressal division asdesignated by the listed entityfor the purpose of registeringcomplaints by investors.

Whether the listed entity hasappointed SEBI registered ShareTransfer Agent (RTA) andsubmitted Compliance Certificateto the Stock Exchange regardingcompliance with respect to sharetransfer facility?

6 (2)

7(1) &(3)

Declaration fromthe CompanySecretary (Comp-liance Officer) anddisclosures made inthis behalf.

• Agreement withthe RTA andSEBI’s website(For registeredRTA).

• Copy ofC om pl ianc eCertificate.

Sl. No Compliance Requirement Regula- Basic Documents totion No. be checked/ Verified


3.

4.

5.

6.

7.

Whether the listed entity haschanged or appointed a newShare Transfer Agent (STA) ? Ifso, whether tripartite agreementbetween the existing and newShare Transfer Agent and listedentity has been made?

Whether the listed entity hasintimated about the appointmentof STA to the Stock Exchangewithin seven days of enteringinto the agreement?

Whether the listed entity hasformulated any policy forpreservation of the documents,duly approved by its Board ofDirectors?

Whether the listed entity hasfiled the reports, statements,documents and any otherinformation with the recognisedStock Exchange(s) on theelectronic platform as specifiedby the SEBI or the recognisedStock Exchange(s)?

Whether, the listed entity hasensured that any scheme ofarrangement /amalgamation /merger /reconstruction /reductionof capital etc. to be presented toany Court or Tribunal does not inany way violate, override or limitthe provisions of securities lawsor requirements of the StockExchange(s)?

7 (4)

7(5)

9

10

11


Copy of thetripartite agree-ment.

Disclosures madeto the StockExchange.

• Preservationpolicy of thelisted entity asapproved by theBoard ofDirectors.

• Board Resolu-tion.

Website of theStock Exchange orcommunicationsmade to the StockExchange.

Declaration fromthe ComplianceOfficer of the listedentity regarding thesame.


8.

9.

10.

However, exemption to this regulationis granted by way of circular issued bySEBI on November 30, 2015. SEBIhad revised such exemption by way ofissuing circulars on March 10, 2017,September 21, 2017, January 03,2018, February 22, 2018 and alsomade clarification related to “recorddate” on March 23, 2017.

SEBI Circular No. CFD/CMD/CIR/P/43/2018 dated February 22, 2018lays down the detailed requirementsto be complied with by listed entitieswhile undertaking schemes ofarrangements.

Whether the listed entity hasused any of the electronic modeof payment facility approved bythe Reserve Bank of India, in themanner specified in Schedule I,for the payment of the following:

(a) dividends;

(b) interest;

(c) redemption or repaymentamounts.

In case, where it is not possibleto use electronic mode ofpayment, whether the listedentity has issued any ‘payable-at-par’ warrants or cheques ?

Whether the listed entity hasregistered itself on the SCORESplatform, in order to handleinvestor complaintselectronically?

Whether the listed entity has filedwith the Recognized Stock

12

13 (2)

13 (3)


• Random debitsin the bankaccounts of thelisted entity.

• In case ofphysical dis-patch, proof ofdispatch.

SEBI’s SCORESwebsite https://s c o r e s . g o v. i n /scores / EntityStatus.html

• Copy of thes t a t e m e n t

https://


Exchange, a statement withrespect to investor complaints,on a quarterly basis?

Whether the statement asspecified in sub-regulation (3)has been placed, on quarterlybasis, before the Board ofDirectors of the listed entity?

Whether the listed entity hascomplied with the requirementsof composition of Board ofDirectors?

Whether any person appointed asdirector has been continuing thedirectorship as a non –executivedirector beyond the age of seventyfive years?

If yes, whether a specialresolution has been passed forthe same?

Whether the requisite quorumwas present during the BoardMeetings ?

Whether the Board of Directorshave laid down a Code of Conductfor all members of the Board andSenior management of the listedentity?


11.

12.

13.

14.

15.

13(4)

17 (1)

17(1A)

17(2A)

17(5)(a) &26 (3)

submitted tothe StockExchange.

• Website ofthe StockExchange.

Minutes of theBoard Meetingwhere the quarterlystatement wasplaced.

• Last QuarterC o r p o r a t eG ov ernanc eReport.

• Board Resolu-tion.

• Special reso-lution andexplanatory state-ment annexedto the noticefor suchresolution.

• Composition ofthe Board.

Minutes of BoardMeetings of theentire year.

• Copy of Codeof Conduct andDisclosures onWebsite of thelisted entity.


Whether the CEO and CFO haveprovided the ComplianceCertificate to the Board ofDirectors as specified in Part BSchedule II?

Whether the listed entity has laiddown any procedures to informmembers of Board of Directorsabout risk assessment andminimization procedures?

Whether the directors of thelisted entity have breached thelimit of maximum number ofdirectorship as required underthese regulations?

Whether the listed entity hasconstituted the followingCommittees along with the termsof reference :

i. Audit Committee;

ii. Nomination andRemuneration Committee;

iii. Stakeholders RelationshipCommittee;

iv. Risk ManagementCommittee.


17(8)

17(9)(a)

17A

18, 19,20 & 21

• Affirmation ofadherence givenby the Board ofDirectors andS e n i o rManagment tothe ComplianceOfficer.

• Board Reso-lution.

• Copy ofC o mp l i an c eCertificate.

Board Resolution.

• Declaration bythe Board.

• C o r p o r a t eG o v ern an c eReport of lastquarter

• Minutes of themeeting of ther e s p e c t i v eCommittee.

• C o r p o r a t eG o v ern an c eReport.


16.

17.

18.

19.


Further, whether requisitequorum was present during themeeting of the above mentionedcommittees?

Whether the listed entity hasformulated a vigil mechanism fordirectors and employees?

Whether the listed entity hasformulated a policy on materialityof related party transaction & ondealing with related partytransactions?

Whether there has been anycomplaints made to the Board ofDirectors?

Whether the Policies formulatedby the listed entity on Related PartyTransactions include clearthreshold limits duly approved bythe Board of Directors?

Whether at least one independentdirector on the Board of Directorsof the listed entity is a director onthe Board of Directors of an unlistedmaterial subsidiary, whetherincorporated in India or not?

Whether the Audit Committee ofthe listed entity has also reviewedthe financial statements, inparticular, the investments madeby the unlisted subsidiary?


Whistle BlowerPolicy or Policy forvigil mechanism.

• Copy ofPolicies.

• Disclosures onWebsite.

• CG Report.

• D ec l ara t io nfrom theC o m p a n ySecretary thatthe complaintsreceived, havebeen taken duecare of.

Board Resolutionon review andapproval of RelatedParty Transactions(RPTs).

Minutes of theBoard Meeting ofthe listed entity.

Minutes of themeeting of AuditCommittee of thelisted entity.

20.

21.

22.

23.

24.

22

23(1)

23(1)

24(1)

24(2)


Whether the minutes of BoardMeetings of the unlistedsubsidiary has been placed at theBoard Meetings of the listedentity?

Whether, the management of theunlisted subsidiary hasperiodically brought to the noticeof the Board of Directors of thelisted entity, a statement of allsignificant transactions andarrangements entered into by theunlisted subsidiary?

Whether any divestment ofshares has been made by theholding company in the unlistedmaterial subsidiary?

Whether, selling, disposing andleasing of assets amounting tomore than twenty percent of theassets of the material subsidiaryon an aggregate basis during afinancial year approved by a specialresolution prior to such event.

If so, then whether in case of thesale/disposal/lease be madeunder a scheme of arrangementduly approved by a Court/Tribunal, or under a resolutionplan duly approved under section31 of the Insolvency andBankruptcy Code and such anevent has been disclosed to therecognized Stock Exchangeswithin one day of the resolutionplan being approved.





Special Resolutionand correspondencemade to the StockExchange.

Copy of approval bythe Court/ Tribunalas the case may be.

25.

26.

27.

28.

24(3)

24(4)

24(5)

24(6)


Whether the listed entity and itsmaterial unlisted subsidiariesincorporated in India haveundertaken any Secretarial Audit?

Whether the independentdirector(s) of the listed entity hascomplied with all the obligationsas required under regulation 25?

Whether the directors of the listedentity are not members in morethan ten committees or do not actas chairpersons of more than fivecommittees across all listed entitiesin which they are a director?

Whether the non-executivedirectors have disclosed theirshareholding, in the notice to thegeneral meeting, in which theyare supposed to be appointed?

Whether any employee includingKey Managerial Personnel ordirector or promoter of a listedentity has not entered into anyagreement for himself or on behalfof any other person, with anyshareholder or any other thirdparty with regard to compensationor profit sharing in connectionwith dealings in the securities of


Secretarial AuditReport.

Declaration fromthe independentdirector.

Declaration /undertaking fromthe directorconfirming thesame.

• Notice of theg e n e r a lmeeting.

• Consent letterfrom the non-e x e c u t i v edirectors.

• D ec l ara t io nfrom the non-e x e c u t i v ed i r e c t o r sregarding theshareholding.

• Certified copyof the BoardResolut ion/O r d i n a r yResolution.

• C o r r e s p o n -dence made tothe StockExchange forpublic dissemi-

29.

30.

31.

32.

33.

24A

25

26

26(4)

26(6)



nation of suchagreement.

• Stock Exchangeweb- site.

• Copy of thesame may beobtained fromthe CEO orCo mpl ian ceOfficer.

• Ap p l ica t ionmade to theS t o c kExchange.

• Approval letterreceived fromthe StockExchange.

• C o r re s p o n -dence madewith the StockExchange.

• Dec l arat io nfrom theCo mpl ian ceOfficer aboutthe intimation

34.

35.

36.

such listed entity, without priorapproval for the same has beenobtained from the Board ofDirectors as well as publicshareholders by way of anordinary resolution?

Whether such agreement, if any,subsisting or expired, enteredduring the preceding three yearsfrom the date of coming into forceof this sub-regulation, has beendisclosed to the Stock Exchangesfor public dissemination?

Whether the listed entity hassubmitted to the Stock Exchangethe quarterly compliance report onCorporate Governance dulysigned by the compliance officeror the CEO of the listed entity?

Whether the listed entity hasissued any securities? If so,whether the listed entity hasobtained ‘in-principle’ approvalfrom recognized Stock Exchange?

Whether the listed entity hasgiven prior intimation to theStock Exchange about the BoardMeeting where the followingproposal was due to beconsidered:

– financial results viz.quarterly, half yearly, orannual, as the case may be;

27(2)

28(1)

29



of the proposedc o r p o r a t eactions.

• List of materialevents whichhas beendisclosed tothe StockExchange byC om pl ianc eOfficer of thelisted entity.

– buyback of securities;

– voluntary delisting;

– fund raising by way of furtherpublic offer, rights issue,American DepositoryReceipts/Global DepositoryReceipts/Foreign CurrencyConvertible Bonds, QualifiedInstitutions Placement, debtissue, Preferential Issue orany other method and fordetermination of issue price;

– declaration/ recommendationof dividend;

– declaration of bonussecurities;

– any alteration in the form ornature of any of its securitiesthat are listed on the StockExchange or in the rights orprivileges of the holdersthereof;

– any alteration in the date onwhich, the interest ondebentures or bonds, or theredemption amount ofredeemable shares or ofdebentures or bonds, shall bepayable.

Whether the listed entity hasmade disclosure of any materialevents or information?

37. 30(1)



• D ec l ara t io nfrom theC o mp l i an c eOfficer that noother materialevent hastaken placeduring theperiod.

• Copy of Policyduly approvedby the Board ofDirectors.


• Website of thelisted entity

• Website of thelisted entity.

• Copy of thearchival policy.

• Shareholdingpattern filedwith the StockExchange.

• Website of theStock Ex-change.

• D ec l ara t io nfrom thepromoters inthis regard tobe obtained.


38.

39.

40.

41.

Whether the listed entity hasframed a policy for determinationof materiality, as per the criteriaspecified duly approved by theBoard of Directors?

Whether the listed entity has anyarchival policy?Whether all the event andinformation under Regulation sobeen discolosed on the website ?

Whether the listed entity hassubmitted to the StockExchange(s) a statement showingholding of securities andshareholding pattern separatelyfor each class of securities, withinthe prescribed timelines?

Whether the entire promoter andpromoter group shareholding isin dematerialized form?

30(4)(ii)

30(8)

31(1)

31(2)



• Formats inwhich share-h o l d i n gpattern hasbeen filed.

• P u b l i ca n n o u n c e -ment andshareholderresolution.

• Ap p l ica t ionletter receivedfrom the StockE x c h a n g eg r a n t i n gpermission forsuch re-classification.

• C o r re s p o n -dence made tothe StockExchanges.

• Dec l arat io nfrom theCo mpl ian ceOfficer to betaken in thisregard.

42.

43.

Whether any person has appliedfor re-classification of his/herstatus as a promoter or public?

If yes, whether the listed entityhas made any application to theStock Exchange in this behalf?

Whether any of followingmaterial events has been disclosedby the listed entity to the StockExchanges as soon as reasonablypossible as and not later thantwenty four hours from theoccurrence of the event?

(a) receipt of request for re-classification by the listedentity from the promoter(s)seeking re-classification;

(b) minutes of the Board Meetingconsidering such requestwhich would include theviews of the Board ofDirectors on the request;

(c) submission of application forre-classification of status aspromoter/public by the listedentity to the Stock Exchanges;

31A(2)

31A(8)



• Stock Ex-change web-site.

• C o m m u n i -cation made tothe StockExchange.

• Copy ofstatement ofdeviation (s) orvariation(s).

Explanation to theBoards’ Report.

• Board’s report.

• Minutes ofBoard Meetingwhere thef i n a n c i a lresults havebeen approved.


44.

45.

46.

(d) decision of the StockExchanges on suchapplication as communicatedto the listed entity.

Whether, the listed entity hassubmitted to the Stock Exchangeon quarterly basis a statement ofdeviation (s) or variation(s), ifany?

Whether the listed entity hasfurnished an explanation for thevariation specified in sub-regulation (1), in the directors’report in the annual report?

Whether the listed entity hassubmitted its:• quarterly and year-to-date

standalone financial results;• quarterly / year-to-date

consolidated financial results[in case of subsidiaries(s)];

• annual audited standalonefinancial results along withthe audit report andStatement on Impact of AuditQualifications (applicableonly for audit report withmodified opinion);

• audited or limited reviewedfinancial results.

32(1)

32(4)

33(3)



A declaration fromthe listed entityregarding comp-liance of the same.

• Proof of dispatchin case ofphysical copy andif sent elec-tronically, in thatcase e-mail sentin this regard.

• Correspondencemade with theStock Exchange.

• Copy of AnnualReport of thelisted entity.

• Copy of the BRRfiled with theStock Exchange.

47.

48.

49.

Whether the listed entity has alsosubmitted as part of itsstandalone or consolidatedfinancial results for the half year,by way of a note, a statement ofassets and liabilities as at the endof the half-year?

Whether, the listed entity has alsosubmitted as part of itsstandalone and consolidatedfinancial results for the half year,by way of a note, statement ofcash flows for the half-year?

Whether, the listed entity hasensured that, for the purposes ofquarterly consolidated financialresults, at least eighty percent ofeach of the consolidated revenue,assets and profits, respectively,would have been subject to auditor in case of unaudited results,subjected to limited review?

Whether the listed entity hassubmitted to the Stock Exchangea copy of annual report?

Whether the listed entity hassubmitted the copy of BusinessResponsibility Report (BRR) withthe Stock Exchange?

33(3)(f), (g)& (h)

34(1)

34(2)(f)



Proof of dispatch.

• Notice given inthis regard.

• Annual report.

• Related dis-closures madeto the StockExchange.

• Notice/ letteri n f o r m i n gabout the samescheme ofarrangement.

• D ec l ara t io nfrom theC om pl ianc eOfficer that ithas complied

50.

51.

52.

Whether the listed entity has sentall the requisite documents andinformation as required underthese regulations to be sent to theshareholders?

In case of the appointment of anew director or re-appointment ofa director, whether theshareholders were provided withthe following information?

(a) a brief resume of the director;

(b) nature of his expertise inspecific functional areas;

(c) disclosure of relationshipsbetween directors inter-se;

(d) names of listed entities inwhich the person also holdsthe directorship and themembership of Committeesof the Board; and

(e) shareholding of non-executive directors.

Whether the listed entity hasobtained Observation letter orNo-objection Letter from StockExchange for Draft Scheme ofArrangement & Scheme ofArrangement?

Exemption has been granted by wayof circular issued by SEBI onNovember 30, 2015. SEBI had revisedsuch exemption by way of issuingcirculars on March 10, 2017,September 21, 2017, January 03,2018, February 22, 2018 and alsomade clarification related to “recorddate” on March 23, 2017.

36

36(3)

37(1)



53.

54.

55.

56.

57.

58.

Whether the listed entity hascomplied with the requirementsof minimum public shareholdingas specified in Rule 19(2) andRule 19A of the SecuritiesContracts (Regulation) Rules,1957?

Whether the listed entity hassubmitted information regardingloss of share certificates and issueof duplicate share certificates tothe stock exchange?

Whether the listed entity hasintimated the record date to allthe Stock Exchange(s) where itis listed?

Whether the listed entity hasdeclared and disclosed thedividend on per share basis only ?

Whether the listed entity (top500) has formulated a dividenddistribution policy?

Whether the listed entity hassubmitted the details of votingresults to the stock exchange?

38

39(3)

42(1)

43(1)

43A(1)

44(3)

with the Cir-culars issued bySEBI in thisregard.

S h a r e h o l d i n gpattern of the listedentity submitted tothe Stock Exchange.

Intimation made tothe Stock Exchange.

Notices given to theStock Exchange oneach corporateaction.

Dividend declared.


• Annual report.

Communicationmade to the StockExchange regardingvoting results.



59.

60.

61.

62.

Whether the listed entity (iffalling within the top 100 entitiesby market capitalization) has heldits Annual General Meeting withina period of five months from thedate of closing of the financialyear?

Whether the listed entity haschanged its name during the pastone year?

Whether the listed entity hasmaintained a functional websitecontaining the basic informationabout the listed entity?

Whether the listed entity haspublished the following in thenewspaper:

— Notice of Board Meetingwhere financial results hasbeen discussed.

— Financial results along withmodified opinion(s) orreservation (s), if any.

— Statement of deviation (s) orvariation(s).

— Notices given to shareholdersby advertisement.

44(5)&(6)

45(1)

46(1)

47(1)

Minutes of theAnnual GeneralMeeting.

• Dis c losu resmade to theStock Exchangeand RoC.

• C h a r t e r e dAccountant cer-tificate providedin this regard.

Website of thelisted entity.

Copy of newspaperswhere suchinformation arepublished.



63.

64.

65.

Whether the listed entity has givenprior intimation to the StockExchange(s) at least eleven workingdays before the date on and fromwhich the interest on debenturesand bonds, and redemption amountof redeemable shares or ofdebentures and bonds has beenpayable?

Whether the listed entity hasintimated to the StockExchange(s), its intention toraise funds through new non-convertible debt securities ornon-convertible redeemablepreference shares which itproposes to list either through apublic issue or on privateplacement basis, prior to issuanceof such securities?

Whether the above intimationhas been given prior to themeeting of Board of Directorswherein the proposal to raisefunds through new non-convertible debt securities ornon-convertible redeemablepreference shares was considered?

Whether, the listed entity hasintimated to the StockExchange(s), at least twoworking days in advance,excluding the date of theintimation and date of themeeting, regarding the meetingof its Board of Directors, at whichthe recommendation or

Obligations of listed entity which has listed its Non-Convertible DebtSecurities or Non-Convertible Redeemable Preference Shares or both

50(1)

50(2)

50(3)

• C o r r es p o n -dence made tothe StockExchange.

• D ec la rat io nfrom theCo mp li an ceOfficer.


• D ec la rat io nfrom theCo mp li an ceOfficer.


• D ec la rat io nform theCo mp li an ceOfficer.



66.

67.

declaration of issue of non-convertible debt securities or anyother matter affecting the rightsor interests of holders of non-convertible debt securities ornon-convertible redeemablepreference shares is proposed tobe considered?

Whether the listed entity haspromptly informed the StockExchange(s) of all informationhaving bearing on theperformance/operation of thelisted entity, price sensitiveinformation or any action thatwould have affected the paymentof interest or dividend of non-convertible preference shares orredemption of non-convertibledebt securities or redeemablepreference shares?

Whether the listed entity hassubmitted the following to theStock Exchange?

• Half yearly un-audited oraudited Financial Results;

• Un-audited financial resultsaccompanied by limitedreview report;

• Statement of MaterialDeviations;

• Modified opinion(s);• Statement on Impact of Audit

Qualifications (for auditreport with modified opinion);

• Annual audited financialresults;

• Limited review report.

51

52 (1),(2), (3)& (7)

Fax/ e-mail etc.communication madeto the StockExchange.

• Minutes of theBoard meetingwhere thefinancial resultswere approved.

• C o r r e s p o n -dence made withthe StockExchange tosubmit thesame.

• Website of theStock Exchange.



68.

69.

70.

71.

72.

Whether the listed entity, whilesubmitting half yearly / annualfinancial results, has disclosedthe various line items as requiredunder sub-regulation (4), alongwith the financial results?

While submitting theinformation required under sub-regulation (4), whether the listedentity has been submitted to theStock Exchange(s), a certificatesigned by debenture trustee thatit has taken note of the contents?

Whether, the listed entity has,within two calendar days of theconclusion of the meeting of theBoard of Directors, published thefinancial results and statementreferred to in sub-regulation (4),in at least one English nationaldaily newspaper circulating in thewhole or substantially the wholeof India?

Whether the listed entity hasmaintained hundred per centasset cover sufficient to dischargethe principal amount at all timesfor the non-convertible debtsecurities issued, in respect of itslisted non-convertible debtsecurities?

Whether, the listed entity hasdisclosed to the Stock Exchangein quarterly, half-yearly, year-to-date and annual financialstatements, as applicable, theextent and nature of security

52(4)

52 (5)

52(8)

54(1)

54(2)

Certificate given bythe debenturetrustee regardingcompliance of thesame.

Correspondence /Copy of thec e r t i f i c a t esubmitted to theStock Exchange.

Copies of thenewspaper wherethe financial resultsare published.

Certification givenby PractisingCompany Secretaryor PractisingC h a r t e r e dAccountant underRegulation 56 (1)(d).

Correspondencemade with theStock Exchange.



73.

74.

75.

76.

created and maintained withrespect to its secured listed non-convertible debt securities?

Whether each rating obtained bythe listed entity with respect tonon-convertible debt securitieshas been reviewed at least once ayear by a Credit Rating Agency(CRA) registered with SEBI?

Whether the listed entity has,subject to the consent of thedebenture trustee, sent theinformation stipulated in sub-regulation (1), in electronic form/fax?

Whether the listed entity hassubmitted a certificate to theStock Exchange within two daysof the interest or principal or bothbecoming due that it has madetimely payment of interests orprincipal obligations or both inrespect of the non-convertibledebt securities?

Whether the listed entity hasprovided an undertaking to theStock Exchange(s) on annualbasis stating that all documentsand intimations required to besubmitted to Debenture Trusteesin terms of Trust Deed and SEBI(Issue and Listing of DebtSecurities) Regulations, 2008have been duly submitted ?

55

56(3)

57

58

Declaration from theCRA.

E-mails/fax throughwhich theinformation has beensent to the StockExchanges.

Copy of certificatesand undertakingssubmitted to theStock Exchange.

• Proof of dispatchin case of hardcopy and in case ofelectronic mode,emails sent in thisregard.

• For bounce e-mails, hard copyof the same hasbeen dispatchand proof ofdispatch.



77.

78.

Whether the listed entity has sentall the documents/ notices/ proxyforms to holders of non-convertible debt securities andnon-convertible redeemablepreference shares?

Whether the listed entity has notmade material modificationwithout prior approval of thestock exchange(s) where the non-convertible debt securities or non-convertible redeemable preferenceshares, as applicable, are listed,to:

(a) the structure of the debenturein terms of coupon,conversion, redemption, orotherwise.

(b) the structure of the non-convertible redeemablepreference shares in terms ofdividend of non-convertiblepreference shares payable,conversion, redemption, orotherwise.

Whether the listed entity has fixeda record date for purposes ofpayment of interest, dividend andpayment of redemption orrepayment amount or for such otherpurposes as specified by the StockExchange and whether a notice hasbeen given to the Stock Exchangeto intimate about the same noticein advance of at least seven workingdays (excluding the date ofintimation and the record date)?

59(1)

60

Letter of approvalreceived from theStock Exchange.

• P u b l i cannouncementmade in thisregard.

• C o r res p o n -dence made tothe StockExchange inti-mating aboutthe same.



79.

80.

81.

Whether, the listed entity hasensured timely payment ofinterest or dividend of non-convertible redeemable preferenceshares or redemption payment?

Whether, the listed entity has notforfeited unclaimed interest/dividend and such unclaimedinterest/dividend has beentransferred to the ‘InvestorEducation and Protection Fund’(IEPF) set up as per Section 125of the Companies Act, 2013?

Whether, the listed entity hasmaintained a functional websitecontaining the information asrequired under sub-regulation (1)about the listed entity and a pressrelease has been issued withrespect to the events specified inthis sub-regulation?

61(1)

61(2)

62(1)&(2)

Debits made in thebank the accountcreated for thispurpose.

Credits made to theIEPF.


• Copy of thepress release.


(b) SEBI (Issue of Capital and DisclosureRequirements) Regulations, 2018

The SEBI (Issue of Capital and Disclosure Requirements)Regulations, 2009 (ICDR Regulations’) were notifiedwith the objective to bring more clarity to the provisionsof the rescinded SEBI Disclosure and Investor Protection(DIP) Guidelines by removing the redundant provisionsand amending certain provisions in order to cope up withthe dynamics of Capital Market.

SEBI in order to align the provisions of ICDR Regulationswith the Companies Act, 2013 and allied regulations, hadcome up with a consultation paper on May 04, 2018detailing the suggestive changes under various fundraising options.

In this direction, SEBI constituted the Issue of Capital &Disclosure Requirements Committee (“ICDRCommittee”) under the Chairmanship of Shri PrithviHaldea in June, 2017, to review the ICDR Regulations.The ICDR Committee suggested certain policy changes.In continuation to the same, SEBI vide its notificationdated 11 September, 2018 issued SEBI (ICDR)Regulations, 2018. SEBI (ICDR)Regulations, 2018 laydown the guidelines relating to conditions for variouskinds of issues including public and rights issue.

This checklist covers the compliances required to bemade by a unlisted or listed entity with respect to variousfund raising methods e.g. IPO/ FPO/ Rights Issue/Preferential Issue/ Bonus Issue/ Qualified InstitutionsPlacement etc.


Sl. No Compliance Requirement Regula- Basic Documents totion No./ be checked/ VerifiedSection

1.

2.

3.

4.

Whether the listed entity hasappointed a merchant banker andother intermediaries?

Whether the listed entity has filedthe draft offer document and offerdocument with SEBI/StockExchanges /RoC?

Whether the utilization ofproceeds for General CorporatePurposes have not been exceededtwenty five per cent of theamounts generated by the issuer?

Whether the listed entity hassubmitted the followingdocuments with the SEBI?

• a statement certifying that allchanges, suggestions andobservations made by theSEBI have been incorporatedin the offer document;

• due diligence certificate as perForm C of Schedule V;

• a copy of the resolutionpassed by the Board ofDirectors of the issuer forallotting specified securitiesto promoter(s) towardsamount received againstpromoters’ contribution,before opening of the issue;

• a certificate from a statutoryauditor, before opening of the

IPO/FPO

23 &121

25 &123

7(2) &104 (2)

25(9) &123 (9)

Copy of agreementsof the appoint-ments.

Website of SEBI/Stock Exchange/RoC.

Draft offerdocument &monitoring agencyreport/ utilizationcertificate.

Copy of all thed o c u m e n t s /Certificates (duediligence certi-ficate, auditor ’scertificate etc.)submitted withSEBI.



issue, certifying thatpromoters’ contribution hasbeen received in accordancewith these regulations;

• a due diligence certificate asper Form D of Schedule V, inthe event the issuer has madea disclosure of any materialdevelopment by issuing apublic notice pursuant topara 4 of Schedule IX.

Whether the listed entity hasmade arrangements for the use ofproceeds of the issue to bemonitored by a public financialinstitution or by a scheduledcommercial bank named in theoffer document as bankers of theissuer, if the issue size,excluding the size of offer for saleby selling shareholders, exceedsone hundred crore rupees?

Whether , the listed entity hasmade a pre-issue advertisement inone English national dailynewspaper with wide circulation,Hindi national daily newspaperwith wide circulation and oneregional language newspaperwith wide circulation at the placewhere the registered office of theissuer is situated containing thedisclosures as specified in Part Aof Schedule X?

Whether all application moneysreceived has been refunded to theapplicants in case of non-receipt

5.

6.

7.

41(1) &137(1)

43 (1)& 139

(1)

45 (2)& 141

(2)

Stock Exchangew e b s i t e / l i s t e dentity’s website.

Copy of thenewspaper whereadvertisement hasbeen published.

Refund orders/certificate of posting.



50(2) &146 (2)

51(1) &147 (1)

55 &151

Provisoto Reg.

9 &Provisoto Reg.

106

8.

9.

10.

11.

of minimum subscription ofninety per cent of the offer withinfifteen days of the closure of theissue?

Whether the listed entity hasdone the allotment, credit ofdematerialized securities andrefund or unblocking ofapplication monies, as may beapplicable, electronically?

Whether a post-issueadvertisement has been made inaccordance with the detailsspecified in the regulation?

Whether the listed entity hassubmitted a final post-issuereport as specified in Part A ofSchedule XVII, along with a duediligence certificate as per theformat specified in Form F ofSchedule V, within seven days ofthe date of finalization of basis ofallotment or within seven days ofrefund of money in case of failureof issue.

Whether the listed entity has notbeen in default of payment ofinterest or repayment of principalamount in respect of debtinstruments issued by it to thepublic, if any, for a period of morethan six months?

• Demat a/c &Bank a/c,statements etc.

• Return ofa l l o t m e n t(PAS-3).

Copy of newspaperwhere theadvertisement hasbeen published.

• Correspondencemade with theStock Ex-change.

• Copies of thereport.

• Certificates sub-mitted to theStock Ex-change.

Undertaking fromthe listed entity hasto be taken in thisregard.

IPO/FPO of Convertible Debt Instruments and warrants



10 (1)(a) &

107 (1)(a)

10 (1)(b) &

107 (1)(b)

10 (1)(c) &

107 (1)(c)

10 (1)(d) &

107 (1)(d)

108 (a)

12 &110

12.

13.

14.

15.

16.

17.

Whether credit rating has beenobtained from atleast one CreditRating Agency?

Whether the company hasappointed one or more debenturetrustee registered?

Whether the DebentureRedemption Reserve has beencreated as per sub-rule (7) of Rule18 of Companies (Share Capitaland Debentures) Rules, 2014?

Whether in case of secureddebentures, the listed entity hascreated charge on the security?

In case of FPO, where the valueof non-convertible portion ofpartly convertible debtinstruments exceeds fifty lakhsthe same may be rolled overwithout change in interest rateonly when 75% of holders ofconvertible debentures haveapproved the rollover through aresolution by postal ballot?

Whether debt securities havebeen issued for financing orproviding loan to or acquisitionof shares of any person who ispart of the promoter group orgroup companies?

Details of creditrating received fromthe Credit RatingAgency and offerdocument.

Appointment letter/agreements.

Standalone BalanceSheets.

Form CHG.9 forverifying the same.

MGT. 14 for specialresolution.

Balance Sheet.



13 (a) &111 (a)

59 &157

18.

19.

Whether warrants have beenissued along with IPO/FPO, thetenure of such warrants has notbeen exceeded a period of eighteenmonths from the date of allotmentin such IPO/FPO?

Whether there has any change inobjects or variation in the termsof contract related to objectsreferred to in the offer documentand if so, the promoters, orshareholders in control of anissuer, has provided an exit offerto dissenting shareholders asprovided for in the CompaniesAct, 2013 and as per conditionsand manner provided in ScheduleXX to these regulations?

Offer document andallotment letters.

Declaration fromthe listed entity inthis regard to betaken.

Post-listing exit opportunity for dissenting shareholders



20.

21.

22.

23.

Whether the aggregate value ofthe specified securities issued onrights basis exceeds ten crorerupees or more?

Whether the listed entity haspassed a resolution by the Boardof Directors approving theproposed Rights Issue?

Whether the listed entity haspassed any shareholderresolution, in case of thefollowing:

• increase in the authorisedshare capital required)(special resolution)

• for issue of securities underproposed rights issue.

Whether there is any restraining,prohibiting or debarring orderagainst the listed entity or any ofits promoters by SEBI or any otherregulatory authority?

Whether any of the promoters ordirectors is a wilful defaulter orit is in default of payment ofinterest or repayment of principalamount in respect of debtsecurities issued by the listedentity to the public, if any, for aperiod of more than six months?

60

Section62 (1)of the

Compa-niesAct,2013

Section62 (1)of the

Compa-niesAct,2013

61

Draft Letter of offerfiled with SEBI/Website of SEBI.

Certified true copy ofBoard Resolution.

Copy of Form No.SH 7 and MGT14filed with RoC.

Information ondebarment on SEBI’swebsite, CIBILdatabase anddeclaration to beobtained fromcompany in thisregard.

Rights Issue



24.

25.

26.

27.

28.

29.

Whether the listed entity hasobtained in-principle approval forlisting of its specified securitiesissued on rights basis?

Whether the listed entity hasensured that not more than 25 percent of the total amount raised byissuance of specified securities isbeing allocated for generalcorporate purposes, as mentionedin the objects of the issue in thedraft letter of offer and letter ofoffer filed with SEBI?

Whether the listed entity hasannounced a record date for thepurpose of determining theshareholders eligible to apply forspecified securities in theproposed rights issue?

Whether, the listed entity hasinformed to the Stock Exchange,2 working days prior to the BoardMeeting where the proposal ofrights issue is to be considered?

Whether the listed entity hasappointed a compliance officer,lead manager and otherintermediaries?

Whether the lead manager hassubmitted the following to theSEBI along with the draft letterof offer?

621(1)(a)

62(2)

68(1)

SEBIListingRegula-tions2015

69

71(2)

Copy of applicationletter submitted tothe StockExchange.

Letter of offer /Monitoring agencyreport.

• Website of theStock Exchange.

• Notice whererecord date hasbeen announced.

Communicationsmade to the StockExchange.

Appointment letter,Agreements andintimation made tothe Stock Exchangein this regard.

Certified copy ofCertificates sub-mitted in thisbehalf.



30.

31.

• A certificate, confirming thatan agreement has beenentered into between theissuer and the leadmanager(s);

• A due diligence certificate;

• A due diligence certificatefrom the debenture trustee incase of an issue of convertibledebt instruments;

• A certificate confirmingcompliance of the conditions.

Whether the listed entity hasappointed any monitoring agency,if yes, whether the monitoringagency has submitted its reportto the company that atleast 95 %of the proceeds of the issue,excluding the proceeds raised forgeneral corporate purposes havebeen utilized on a quarterlybasis?

Whether a pre-issueadvertisement for the rights issuehas been made in accordance withthe details specified in theregulation, at least three daysbefore the opening of the issuein at least one English nationaldaily newspaper with widecirculation, one Hindi nationaldaily newspaper with widecirculation and one regionallanguage daily newspaper withwide circulation at the placewhere registered office of theissuer is situated?

82

84(1)

Utilization Report.

Relevant copy ofnewspaper where theadvertisements arepublished.



Whether the listed entity hasensured that the specifiedsecurities has been allotted and/or application monies has beenrefunded or unblocked?

Whether a post-issueadvertisement for the rights issuehas been made in accordance withthe details specified in theregulation?

Whether the listed entity hassubmitted the initial-post issuereport and final post issuereport?

293

• Return of allot-ment (FormNo. PAS-3)

• Refund order.

Relevant copy ofnewspaper wherethe advertisementare published.

Copy of Initial andFinal post issuereports submitted.

32.

33.

34.

91(1)

92(1)

96



35. For the issue of bonus sharesfollowing points must be takeninto consideration as per section63 of Companies Act, 2013:

a. Whether the issue has beenauthorised by its articles?

b. Whether the listed entity hasbeen authorised to makeprovisions in the AOA bypassing resolution in thegeneral meeting forcapitalization of profits?

c. Whether it has defaulted inpayment of interest orprincipal in respect of fixeddeposits or debt securitiesissued by it?

d. Whether it has defaulted inrespect of the payment ofstatutory dues of theemployees, such as,contribution to ProvidentFund, gratuity and bonus?

e. Whether any partly paid-upshares, if any outstanding onthe date of allotment, aremade fully paid-up?

f. Whether the listed entitywhich has not withdrawn thebonus issue, once announcedby the Board of Directorsrecommending the same?

g. Whether the bonus shareshas not been issued in lieuof dividend?

h. Whether any of its promotersor directors is not a fugitiveeconomic offender?

293 • Certified truecopy ofresolution.

• Articles ofAssociation

• Declaration fromthe listed entityregarding thedefault/fugitiveoffender/BalanceSheet.

• Declaration fromthe Board ofDirectors thatbonus shareshas not beenissued in lieu ofdividend.

Bonus Issue



36.

37.

Whether the bonus has beenissued only out of free reserves?

If the bonus is issued out ofreserves built out of the genuineprofits or securities premiumcollected in cash only andreserves created by revaluation offixed assets has not beencapitalised for the purpose ofissuing bonus shares?

Whether the listed entity has filedFCGPR form with the ReserveBank of India in respect ofallotment of bonus shares toforeign entities/shareholderswithin 30 days of issue of shares.

294 (3)

RBIGuide-lines

Balance sheet

A certified truecopy of theacknowledgementof the FCGPRForm.



38.

39.

40.

41.

42.

Whether special resolution hasbeen passed by the shareholdersof the listed entity for making thepreferential issue?

Whether the additionaldisclosures as specified in theregulations were also made in theexplanatory statement of thenotice for the general meetingproposed for passing specialresolution?

Whether the consideration forspecified securities, if paid incash, has been received fromrespective allottee’s bankaccount?

Whether the preferentialallotment attracts the provisionsof the SEBI (SAST) Regulations,2011 with regard to the obligationto make an open offer?

Whether all the allotment hasbeen made in dematerializedform?

MGT 14 filed withthe RoC.

Copy of thee x p l a n a t o r ystatement/ statutoryauditor’s certificate.

Bank details/Statutory auditor’scertificate.

• D i s c l o s u r e smade to theStock Exchange.

• Shareholdingpattern.

Demat account withthe depository/depository partici-pant.

Preferential Issue

160(b)

163(1)

169(4)

170(3)

170(4)


Qualified Institutions Placement (QIP)


43.

44.

45.

46.

47.

Whether a special resolutionapproving the QIP has beenpassed specifying that theallotment would be made throughQIP?

Whether the promoters andmembers of promoter group hasmade an offer for sale through aQIP to achieve the minimumpublic shareholding?

Whether the lead manager hassubmitted a due diligencecertificate along with a copy ofpreliminary placement documentto the Stock Exchange statingthat securities are being issuedunder the QIP and the listedentity has complied with therequirement of the SEBI (ICDR)Regulations, 2018 ?

Whether the QIP has been madeon the basis of placementdocument and the same has beenuploaded on the website of theStock Exchange along with thedisclaimer required?

Whether allotment has beenmade in accordance with therequirements as specified underregulation 179 of the SEBI (ICDR)Regulations, 2018?

MGT-14 filed withRoC.

Announcementsmade to the StockExchange andpublic.

Copy of duediligence certificatesubmitted to theStock Exchange.

Website of theStock Exchange.

Return ofAllotment (PAS-3).

172(1)(a)

173

174(3)

175(4)

179


(c) SEBI (Substantial Acquisition of Sharesand Takeovers) Regulations, 2011

One of the most popular modes of corporate expansionis by the acquisition of an existing company. However,when the company being acquired is a listed company,then along with the promoters’ stake, there are interestsof other stakeholders, such as, public shareholders,financial institutions, foreign stakeholders, etc. It isessential that all these shareholders also get fair dealingin case of an acquisition.

To address all such concerns, SEBI has framed the SEBI(Substantial Acquisition of Shares and Takeover)Regulations,1997 which have been evolved significantlyover the years and notified as the SEBI (SubstantialAcquisition of Shares and Takeover) Regulations, 2011(‘SAST Regulations’).

The SAST Regulations prescribe a systematic frameworkfor acquisition of stake in listed companies. By these laws,the regulatory system ensures that the interests of theshareholders of listed companies are not compromisedin case of an acquisition or takeover. They also aim toprotect the interests of minority shareholders, which is afundamental attribute of corporate governance principle.

This checklist covers various event based/continualdisclosures to be made in case of takeover.


1.

2.

3.

4.

Whether the acquirer has made apublic announcement of an openoffer for acquiring shares of atarget company in terms ofregulations 3, 4 or 5?

Whether the acquirer has madean announcement, in case anoffer made is not successful, inrespect of such failure in all thenewspapers in which the detailedpublic statement was made thatit has complied with all theapplicable provisions of theseregulations?

Whether in the event offailure of the delisting offer made,the open offer obligations hasbeen fulfilled by the acquirer inthe manner as provided underRegulation 5A(3)?

Whether, an acquirer, whotogether with persons acting inconcert with him, has held sharesor voting rights in a targetcompany entitling them toexercise twenty-five per cent ormore but less than the maximumpermissible non-publicshareholding, has been entitled tovoluntarily make a publicannouncement of an open offer for

3, 4 & 5

5A(2)

5A(3)

6(1)

• Public Announce-ment.

• Share Capital inthe balancesheet.

• Change inshareholdingpattern.

Copies of thenewspaper.

Related letter ofoffer filed withSEBI.

Public announce-ment made in thisregard.



5.

6.

7.

8.

acquiring shares in accordancewith these regulations, subject totheir aggregate shareholding aftercompletion of the open offer notexceeding the maximumpermissible non-publicshareholding ?

Whether any voluntary offer hasbeen made by the acquirer or anyperson acting in concert with himwho has acquired shares of thetarget company in the precedingfifty-two weeks withoutattracting the obligation to makea pub

Guidance Note on Annual Secretarial Compliance Reportin letter and spirit, the Indian Capital Market...

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