Annual Secretarial Compliance Report
Annual Secretarial Compliance Report is a SEBI LODR-driven annual compliance review for listed entities. It is submitted to stock exchanges and focuses on whether the listed entity has complied with applicable SEBI regulations, circulars, guidelines, and exchange-related requirements during the financial year.
Suitable for
Listed entities required to submit Annual Secretarial Compliance Report under SEBI LODR Regulation 24A.
Regulatory coverage
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 / SEBI LODR Regulation 24A / SEBI Master Circulars applicable to listed entities / BSE / NSE submission and disclosure requirements / SEBI Prohibition of Insider Trading Regulations, 2015, where applicable / SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011, where applicable / SEBI ICDR Regulations, where applicable / Companies Act, 2013 interface, where applicable
Engagement type
Ongoing compliance and governance support
Typical deliverables
ASCR applicability and compliance review note; Annual Secretarial Compliance Report checklist
How this mandate is understood in practice.
Annual Secretarial Compliance Report is not a routine certificate. It is a structured annual review of SEBI-related compliance discipline for listed entities.
The report examines whether the listed entity has maintained compliance with applicable SEBI regulations, circulars, stock exchange requirements, and governance-facing obligations during the relevant financial year.
This service supports listed entities in preparing for the report through document review, compliance gap mapping, management coordination, observation resolution, and stock exchange submission readiness.
Compliance discipline protects governance credibility.
For listed entities, Annual Secretarial Compliance Report has direct regulatory visibility because it is submitted to the stock exchanges.
The report may capture non-compliances, delayed compliances, observations, and corrective actions relating to SEBI and stock exchange obligations.
A disciplined ASCR process helps the board, compliance officer, company secretary, and management identify recurring compliance weaknesses before they become larger governance issues.
Who needs this
Listed entities required to submit Annual Secretarial Compliance Report under SEBI LODR Regulation 24A.
Companies preparing year-end SEBI, stock exchange, and governance compliance records.
Boards, compliance officers, company secretaries, CFO teams, and listed-company management teams.
Listed entities that have faced exchange observations, delayed filings, disclosure gaps, or recurring compliance issues.
Companies seeking pre-review of SEBI compliance records before final certification and stock exchange submission.
Initial work areas
Review of SEBI LODR, PIT, SAST, ICDR, stock exchange, and other applicable SEBI-linked compliance records.
Preparation of ASCR document checklist and compliance review tracker.
Identification of delayed, pending, incomplete, or observation-prone compliance items.
Coordination with management and internal teams for evidence collation and corrective action.
Support for final report readiness and stock exchange submission workflow.
What this service typically covers.
ASCR Applicability and Compliance Mapping
Assessment of applicability under SEBI LODR Regulation 24A.
Mapping of applicable SEBI regulations, circulars, exchange requirements, and listed entity obligations.
Identification of entity-specific compliance areas based on securities listed, corporate actions, board events, disclosures, and regulatory developments.
Preparation of a working compliance review matrix for the relevant financial year.
SEBI LODR and Stock Exchange Review
Review of periodic filings such as corporate governance report, shareholding pattern, investor grievance statement, financial result submissions, related party disclosures, and annual disclosures.
Review of event-based disclosures under Regulation 30 and Schedule III, where applicable.
Review of board meeting outcomes, corporate action submissions, website disclosures, committee-related filings, and exchange acknowledgements.
Identification of delayed submissions, incomplete disclosures, mismatch issues, or missing evidence trail.
PIT, SAST and Governance Control Review
Review of insider trading compliance records, trading window closure, designated person framework, code of conduct, and structured digital database interface where applicable.
Review of SAST-related disclosures and shareholding-triggered compliance, where applicable.
Review of governance records supporting board approvals, committee processes, disclosures, and regulatory submissions.
Mapping of internal control gaps that may affect future SEBI compliance cycles.
Observation and Corrective Action Support
Preparation of gap list covering delayed, pending, inconsistent, or weakly documented compliance items.
Classification of observations based on regulatory sensitivity, recurrence, management responsibility, and corrective action status.
Coordination with internal teams for missing documents, clarifications, management explanations, and supporting evidence.
Support in building corrective action notes so observations do not repeat in the next reporting cycle.
Report and Exchange Submission Readiness
Support for final ASCR readiness in coordination with the Practicing Company Secretary.
Review of supporting documents, evidence folders, acknowledgements, and management confirmations.
Coordination support for stock exchange submission within applicable timelines.
Maintenance of final working papers, submission proof, and future compliance improvement tracker.
Regulatory coverage
SEBI Listing Obligations and Disclosure Requirements Regulations, 2015
SEBI LODR Regulation 24A
SEBI Master Circulars applicable to listed entities
BSE / NSE submission and disclosure requirements
SEBI Prohibition of Insider Trading Regulations, 2015, where applicable
SEBI Substantial Acquisition of Shares and Takeovers Regulations, 2011, where applicable
SEBI ICDR Regulations, where applicable
Companies Act, 2013 interface, where applicable
Regulatory Matrix
Coordinated touchpoints across governance frameworks.
MCA
SEBI
FEMA
CSR
NCLT
RBI
Laws, regulations, and governance touchpoints.
SEBI LODR Regulation 24A
Regulation 24A provides the listed entity framework for secretarial audit and annual secretarial compliance reporting.
Annual Secretarial Compliance Report is required to be submitted to stock exchanges in the specified form.
The report is an important annual compliance document for listed entity governance and SEBI compliance review.
SEBI Master Circular Framework
SEBI Master Circulars consolidate procedural and reporting requirements applicable to listed entities.
ASCR preparation should consider the applicable SEBI circulars, formats, and reporting expectations for the relevant financial year.
The review should align with current SEBI and stock exchange compliance expectations rather than relying only on internal filing records.
SEBI LODR, PIT and SAST Interface
LODR review includes recurring and event-based listed entity compliance.
PIT compliance may involve trading window, designated persons, code of conduct, and SDD-related records.
SAST compliance may be relevant where promoter, acquirer, shareholding, or disclosure-triggered events occurred during the year.
Stock Exchange Compliance
Stock exchange filings, acknowledgements, observations, corporate announcements, and clarification responses form an important part of the ASCR review.
Delayed, inconsistent, or incomplete exchange submissions may require specific observation and corrective action tracking.
The final report should be supported by proper evidence records and management confirmations.
Risk areas that usually create pressure for boards, management teams, and compliance owners.
Compliance records are scattered across exchange portals, emails, board folders, finance records, and internal drives.
Delayed filings are noticed only during year-end ASCR preparation.
Board outcomes and exchange disclosures are not always aligned with underlying approvals.
PIT and SDD records are maintained separately and are not ready for annual review.
Related party transaction records are not mapped properly with committee approvals and exchange disclosures.
Corporate actions are executed but supporting disclosure records are incomplete.
Website disclosure compliance is not reviewed continuously.
Exchange observations are closed operationally but not documented properly for annual review.
Management confirmations and evidence folders are prepared late.
Repeated observations occur because previous year gaps are not converted into internal controls.
Deliverables
ASCR applicability and compliance review note
Annual Secretarial Compliance Report checklist
SEBI compliance document request list
LODR filing and disclosure review tracker
PIT / SAST compliance evidence tracker, where applicable
Delayed and pending compliance observation matrix
Management clarification and corrective action tracker
Stock exchange submission readiness support
Final evidence folder index
Future compliance control improvement note
A structured sequence from mandate framing to execution.
Step 1
Understand the listed entity’s structure, listing status, securities listed, compliance history, and reporting period.
Step 2
Create an ASCR checklist covering applicable SEBI regulations, LODR filings, PIT, SAST, exchange submissions, and governance records.
Step 3
Collect and review filings, acknowledgements, disclosures, board records, committee documents, policies, registers, and management confirmations.
Step 4
Prepare observation matrix and coordinate corrective actions or explanations with internal teams.
Step 5
Support final report readiness, stock exchange submission workflow, and future compliance control improvements.
Connected mandates often reviewed alongside this service.
Listed Company Compliance
Boardroom-grade governance, disclosure, and stock exchange compliance support for listed entities operating under SEBI LODR, Companies Act, stock exchange, PIT, and SAST-linked compliance expectations.
SEBI LODR Compliance
Structured advisory and execution support for listed entities managing SEBI LODR governance, disclosure, board, committee, financial result, related-party, website, and stock exchange compliance requirements.
Secretarial Audit
Independent secretarial audit support for companies requiring governance, statutory, board process, filing, register, disclosure, and compliance review under Section 204 of the Companies Act, 2013.
Insider Trading (PIT) Compliance
Comprehensive SEBI Prohibition of Insider Trading (PIT) compliance advisory covering UPSI governance, Structured Digital Database (SDD), trading window controls, designated person compliance, disclosures, codes, monitoring mechanisms, and regulatory risk management.
SAST / Takeover Compliance
Comprehensive advisory and compliance support under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 covering acquisition thresholds, open offer obligations, disclosure requirements, control acquisitions, promoter transactions, takeover structuring, and regulatory filings.
Stock Exchange Compliance
End-to-end BSE and NSE compliance support for listed entities covering periodic filings, corporate announcements, Regulation 30 disclosures, board outcome filings, exchange clarifications, investor grievance reporting, XBRL submissions, and listed entity compliance calendar management.
FAQs
What is Annual Secretarial Compliance Report?
Annual Secretarial Compliance Report is a listed entity compliance report under SEBI LODR Regulation 24A. It reviews whether the listed entity has complied with applicable SEBI regulations, circulars, guidelines, and stock exchange requirements during the financial year.
Who has to submit Annual Secretarial Compliance Report?
Listed entities covered under SEBI LODR Regulation 24A are required to submit the report to stock exchanges in the prescribed form, subject to applicable exemptions and regulatory framework.
What is the due date for Annual Secretarial Compliance Report?
Under Regulation 24A(2), the report is required to be submitted to stock exchanges within sixty days from the end of the financial year.
Is ASCR the same as Secretarial Audit Report in Form MR-3?
No. Secretarial Audit Report in Form MR-3 is issued under the Companies Act framework, whereas Annual Secretarial Compliance Report is a SEBI LODR-linked listed entity compliance report. Both may overlap in records, but their purpose and reporting framework are different.
Does ASCR cover only SEBI LODR?
No. While SEBI LODR is central, the review may also cover applicable SEBI circulars, PIT Regulations, SAST Regulations, ICDR Regulations, stock exchange requirements, and other SEBI-linked obligations depending on the company’s facts.
What documents are generally needed for ASCR?
Documents may include stock exchange filings, acknowledgements, board outcomes, corporate governance reports, shareholding patterns, financial result submissions, RPT disclosures, PIT records, SAST disclosures, website records, policies, board and committee records, and management confirmations.
What happens if delays or gaps are found?
Delays, gaps, or non-compliances may be captured as observations depending on their nature. Management may need to provide explanations, complete corrective actions, strengthen internal controls, or maintain evidence for future reference.
Can this service help before final certification?
Yes. A pre-review helps identify missing records, delayed filings, weak documentation, unresolved exchange observations, and compliance evidence gaps before final report issuance and stock exchange submission.
Does this service include stock exchange submission support?
Yes. The engagement can include submission readiness support, evidence collation, final checklist review, acknowledgement tracking, and coordination with the compliance team.
Is ASCR useful beyond regulatory filing?
Yes. ASCR is also a governance diagnostic tool. It helps identify recurring compliance weaknesses, improve internal responsibility mapping, strengthen disclosure controls, and reduce future regulatory exposure.