LODR - Regulation 24A | Companies Act Integrated Ready Reckoner|Companies Act 2013|CAIRR

Act
Rules (0)
Orders (0)
Notification (3)
Circulars (29)
Register (0)
Return (0)
Schedule (0)

24A. Secretarial Audit and Secretarial Compliance Report.

Effective date 01.04.2019

Section 204 of The Companies Act, 2013

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and shall annex a Secretarial Audit Report in such form as specified, with the annual report of the listed entity.

(i) “Secretarial Auditor” means a Company Secretary in Practice or a firm of Company Secretary(ies) in practice appointed to conduct the Secretarial Audit.

(ii) “Peer Reviewed Company Secretary” means a Company Secretary in practice, who is either practicing individually or as a sole proprietor or as a partner of a Peer Reviewed Practice Unit, holding a valid certificate of peer review issued by the Institute of Company Secretaries of India.

(b) On the basis of recommendation of board of directors, a listed entity shall appoint or re-appoint:

(i) an individual as Secretarial Auditor for not more than one term of five consecutive years; or

(ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years,

with the approval of its shareholders in its Annual General Meeting:

(i) an individual Secretarial Auditor who has completed his or her term under sub-clause (i) of this clause shall not be eligible for re-appointment as Secretarial Auditor in the same entity for five years from the completion of his or her term;

(ii) a Secretarial Audit firm which has completed its term under sub-clause (ii) of this clause, shall not be eligible for re-appointment as Secretarial Auditor in the same entity for five years from the completion of such term:

as on the date of appointment no Secretarial Audit firm having a common partner or partners to the other Secretarial Audit firm, whose tenure has expired in the listed entity immediately preceding the financial year, shall be appointed as Secretarial Auditor of the same listed entity for a period of five years:

nothing contained in these regulations shall prejudice the right of the entity to remove Secretarial Auditor with the approval of its shareholders in its Annual General Meeting or the right of the Secretarial Auditor to resign from such office of the listed entity.

The casual vacancy arising out of resignation, death or disqualification of a Secretarial Auditor shall be filled by the board of directors of the listed entity within a period of three months and the secretarial auditor so appointed shall hold office till the conclusion of the next annual general meeting.

A person shall be eligible for appointment as a Secretarial Auditor of the listed entity only if such person is a Peer Reviewed Company Secretary and has not incurred any of the disqualifications as specified by the Board:

Provided that a firm whereof majority of partners practising in India are qualified for appointment as aforesaid may be appointed by its firm name to be Secretarial Auditor of the listed entity.

(b) Where a firm including a limited liability partnership is appointed as Secretarial Auditor of the listed entity, only the partners who are Peer Reviewed Company Secretaries shall be authorised to act and sign on behalf of the firm.

(c) Where a person appointed as Secretarial Auditor of the listed entity incurs any of the disqualifications as specified by the Board, after appointment, such person shall vacate the office as Secretarial Auditor and such vacation shall be deemed to be a casual vacancy in the office of the Secretarial Auditor.

A Secretarial Auditor appointed under these regulations shall provide to the listed entity only such other services as are approved by the board of directors, but which shall not include any services as specified by the Board in this behalf.

With effect from April 1, 2025, every listed entity shall ensure compliance with sub-regulation (1), (1A) and (1B) for appointment, re-appointment or continuation of the Secretarial Auditor of the listed entity:

any association of the individual or the firm as the Secretarial Auditor of the listed entity before March 31, 2025 shall not be considered for the purpose of calculating the tenure under clause (b) of sub-regulation (1).

Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex a secretarial audit report given by a company secretary in practice, in such form as specified, with the annual report of the listed entity.

~~Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report,~~ ~~given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019.~~ Every listed entity shall submit a secretarial compliance report in such form as specified, to stock exchanges, within sixty days from end of each financial year .

the listed entity shall ensure that with effect from April 1, 2025, the Secretarial Compliance Report submitted to the stock exchange(s) on annual basis is signed only by the Secretarial Auditor or by a Peer Reviewed Company Secretary who satisfies the conditions mentioned in sub-regulations (1A) and (1B) of this regulation.

Refer SEBI Master Circular dated 11.11.2024 and BSE Circular dated 11.03.2025 for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities. To view the SEBI Circular, Click Here. To view the BSE Circular, Click Here.
NSE and BSE have issued circulars regarding the Standard Operating Process for ensuring compliance with Structured Digital Database dated 18.10.2024. To view the NSE Circular, Click here. To view the BSE Circular, Click here.
Refer SEBI Master Circular dated 11.07.2023 & BSE Circular dated 13.07.2023 for compliance with SEBI (LODR) Regulations, 2015. To view the SEBI circular, Click here. To view the BSE Circular, Click here.
Refer Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies. To view the circular, Click here.
Refer Master Circulars dated 30.06.2023 issued by SEBI, NSE and BSE. To view the SEBI circular, Click here. To view the NSE Circular, Click here. To view the BSE Circular, Click here.
Refer BSE Circular dated 14.06.2023 regarding Filing of Annual Secretarial Compliance Report (ASCR) in XBRL format on BSE Listing Center. To view the Circular, Click here.
Refer NSE and BSE Circulars dated 10.04.2023 regarding the additional affirmations to be made by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR) for the substitution made and for the revised format. To view the BSE Circular, Click here. To view the NSE Circular, Click here.
Refer NSE and BSE Circulars dated 29.03.2023 regarding Standard Operating Process under SEBI(PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database (“SDD”). To view the NSE Circular, Click here. To view the BSE Circular, Click here.
Refer NSE and BSE Circulars dated 16.03.2023 regarding the additional affirmations to be made by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR). These circulars are effective from the financial year ended March 31, 2023 onwards. To view the NSE Circular, Click here. To view the BSE Circular, Click here.
Refer Updated SEBI Operational Circular as on 01.12.2022. To view the circular, Click Here. To view the BSE Circular, Click here.
Refer SEBI Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and /or Commercial Paper. To view the circular, Click Here
Refer SEBI Circular- Formats specifying disclosure of Corporate Governance by High value debt listed entities dated 01.10.2021. To view the notification, Click Here

The words ‘and Secretarial Compliance Report’ inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here.

Relaxation w.r.t. the financial year ending March 31, 2021 provided vide SEBI Circular dated 29.04.2021. The due date for financial year ending March 31, 2021 shall be June 30, 2021. To view the circular, Click Here.
Further relaxation w.r.t. the financial year ending March 31, 2020 provided vide SEBI Circular dated 25.06.2020. The due date for financial year ending March 31, 2020 shall be July 31, 2020. To view the circular, Click Here.
Relaxation w.r.t. the financial year ending March 31, 2020 provided vide SEBI Circular dated 19.03.2020. The due date for financial year ending March 31, 2020 shall be June 30, 2020. To view the circular, Click Here.
Inserted vide SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) (AMENDMENT) REGULATIONS, 2018 dated 9th May, 2018 effective from 1 April, 2019. To view the notification Click Here.
To refer the Circular on format for annual secretarial audit report and annual secretarial compliance report for listed entities and their material subsidiaries dated 08.02.2019 Click Here.
Filing of Annual Secretarial Compliance Report in XBRL mode by companies within 60 days of end of the Financial year. To view the circular, Click Here

1.Refer SEBI, BSE and NSE Circular dated 24.04.2025 for FAQs on SEBI (LODR) (Third Amendment) Regulations, 2024 dated 12.12.2024 and SEBI Circular dated 31.12.2024. To view the SEBI Circular Click Here. To view BSE Circular, Click Here. To view the NSE Circular, Click Here

2.Substituted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024. To view the Notification, Click Here.

2. Inserted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024. To view the Notification, Click Here.

2.Refer SEBI Circular dated 31.12.2024 regarding Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities. To view the SEBI Circular, Click Here.
3. Inserted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024. To view the Notification, Click Here.

2.Inserted vide the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024. To view the Notification, Click Here.

Numbered and substituted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here

Extension vide SEBI Circular dated 26.03.2020 provided for implementation of circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020. The revised implementation date is for compliance periods ending on or after June 30, 2020 from earlier date of March 31, 2020. To view the circular, Click Here.
Refer SEBI Circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020 to be implemented for compliance periods ending on or after March 31, 2020. To view the circular Click Here

2. Refer SEBI Circular dated 31.12.2024 regarding Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities. To view the SEBI Circular, Click Here.
3. Inserted vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 notification dated 05.05.2021. To view the notification, Click Here

SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 dated 09.05.2018

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 dated 05.05.2021

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 12.12.2024

BSE Circular dated 10.04.2023 regarding Additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)

BSE Circular dated 10.04.2023 regarding FAQs on Corporate Governance

BSE Circular dated 13.07.2023 regarding compliance with SEBI (LODR) Regulations, 2015

BSE Circular dated 14.06.2023 regarding Filing of Annual Secretarial Compliance Report (ASCR) in XBRL format on BSE Listing Center

BSE Circular dated 16.03.2023 regarding additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)

BSE Circular dated 16.12.2022 regarding updated SEBI Operational circular for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper.

BSE Circular dated 29.03.2023 regarding the Standard Operating Process under SEBI(PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database (“SDD”)

BSE Circular dated 30.06.2023 regarding Master Circular – Listing Compliance

BSE Circular regarding SEBI Master circular for compliance with the provisions of the SEBI (LODR) Regulations, 2015 by listed entities dated 11.03.2025

BSE Circular regarding Standard Operating Process under SEBI(PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database (“SDD”) dated 18.10.2024

Circular dated 19.03.2020 regarding relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the CoVID -19 virus pandemic

Corrigendum on NSE Master Circular dated 05.07.2023 for Listed Companies

Filing of Annual Secretarial Compliance Report in XBRL mode by companies dated 31.03.2021

NSE Circular dated 16.03.2023 regarding additional affirmations by Practicing Company Secretaries (PCS) in Annual Secretarial Compliance Report (ASCR)

NSE Circular dated 29.03.2023 regarding the Standard Operating Process under SEBI(PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database (“SDD”)

NSE Circular dated 30.06.2023 regarding Master Circular for Listed Entities

NSE Circular regarding Standard Operating Process under SEBI (PIT) Regulations, 2015 for ensuring compliance with Structured Digital Database (“SDD”) dated 18.10.2024

Operational Circular dated 29.07.2022 for listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/or Commercial Paper.

Relaxation from compliance with certain provisions of the SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 due to the CoVID-19 pandemic dated 29.04.2021

SEBI Circular dated 25.06.2020 regarding further extension of time for submission of Annual Secretarial Compliance Report by listed entities due to the continuing impact of the CoVID-19 pandemic

SEBI Circular on format for annual secretarial audit report and annual secretarial compliance report for listed entities and their material subsidiaries dated 08.02.2019

SEBI Circular on Further relaxations from compliance with certain provisions of LODR and the SEBI circular dated January 22, 2020 relating to SOP due to the CoVID -19 virus pandemic dated 26.03.2020

SEBI Circular on non-compliance with certain provisions of the SEBI LODR and the Standard Operating Procedure for suspension and revocation of trading of specified securities dated 22.01.2020

SEBI Circular regarding Implementation of recommendations of the Expert Committee for facilitating ease of doing business for listed entities dated 31.12.2024

SEBI Circular- Formats specifying disclosure of Corporate Governance by High value debt listed entities dated 01.10.2021

SEBI Master Circular dated 11.07.2023 for Listed Companies

SEBI Master Circular dated 30.06.2023 regarding listing obligations and disclosure requirements for Non-convertible Securities, Securitized Debt Instruments and/ or Commercial Paper

SEBI Master Circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities dated 11.11.2024