Annual Secretarial Compliance Report (ASCR):

Annual Secretarial Compliance Report (ASCR) is a crucial regulatory requirement for listed entities in India, ensuring adherence to SEBI regulations and corporate governance norms. It is mandated under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

This report is prepared by a Practicing Company Secretary (PCS) and submitted annually to the stock exchanges.

Applicability of Annual Secretarial Compliance Report

The ASCR applies to:

1. Listed Entities – All companies listed on stock exchanges in India.
2. Material Unlisted Subsidiaries – Unlisted subsidiaries of listed entities that meet the materiality threshold.

Format of Annual Secretarial Compliance Report (DOWNLOAD)

The report ensures that companies comply with SEBI regulations, circulars, and guidelines issued throughout the year. It acts as a compliance check mechanism, helping companies identify gaps and take corrective measures.

Key Components of ANNUAL SECRETARIAL COMPLIANCE REPORT

The report includes:

• Compliance status with SEBI regulations.
• Deviations and corrective actions taken.
• Observations from the previous year’s report and their resolution.
• Certification by a Practicing Company Secretary.

FAQs on Annual Secretarial Compliance Report

1. Who is required to submit the ASCR?

All listed entities and their material unlisted subsidiaries incorporated in India must submit the ASCR.

2. Who prepares the ASCR?

A Practicing Company Secretary (PCS) prepares and certifies the report.

3. What is the deadline for submission?

The ASCR must be submitted within 60 days from the end of the financial year.

4. What happens if a company fails to submit the ASCR?

Non-compliance may lead to penalties, fines, and regulatory actions by SEBI.

5. How does ASCR benefit companies?

It helps companies:

• Identify compliance gaps.
• Strengthen corporate governance.
• Avoid regulatory penalties.

Annual Secretarial Compliance Report (ASCR) consists of several key components that ensure a listed entity’s compliance with SEBI regulations. Here are the main elements:

1. Compliance Status

The report provides a detailed assessment of the company’s compliance with SEBI regulations, circulars, and guidelines issued during the financial year.

2. Deviations and Corrective Actions

Any non-compliance or deviations identified during the review period are documented, along with the corrective actions taken by the company.

3. Previous Year’s Observations

The report includes a follow-up on observations from the previous ASCR, ensuring that past compliance issues have been addressed.

4. Certification by a Practicing Company Secretary (PCS)

A PCS certifies the report, confirming that the listed entity has complied with applicable SEBI regulations.

5. Examination of Records and Filings

The PCS reviews:

• Stock exchange filings
• Website disclosures
• Regulatory submissions
• Other relevant documents to assess compliance.

6. Compliance with Specific SEBI Regulations

The report covers compliance with:

• Listing Obligations and Disclosure Requirements (LODR) Regulations
• Issue of Capital and Disclosure Requirements (ICDR) Regulations
• Substantial Acquisition of Shares and Takeovers (SAST) Regulations
• Prohibition of Insider Trading (PIT) Regulations.

7. Management’s Response to Compliance Issues

The report includes management’s response to compliance deviations and actions taken to rectify them.