Annual Secretarial Compliance Report

Annual Secretarial Compliance Report Checklist

The Annual Secretarial Compliance Report (ASCR) under Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is a mandatory PCS-certified filing for every listed entity in India. It must reach the stock exchanges within 60 days of the financial year end — making 30 May 2027 the hard deadline for FY 2026-27. The ASCR sweeps across every SEBI regulation applicable to your entity, not just the LODR. A well-organised document checklist, assembled before the Practising Company Secretary begins fieldwork, is what separates a clean one-page certification from a report packed with adverse observations.

What Is the ASCR and Who Must File It

The ASCR was introduced by SEBI vide circular SEBI/HO/CFD/CMD1/CIR/P/2018/77 dated 3 May 2018 and given statutory teeth through Regulation 24A of the SEBI LODR Regulations, 2015. The obligation falls on every entity that has listed its specified securities — equity shares, convertible instruments, non-convertible debentures (NCDs), commercial paper, or units — on a recognised stock exchange in India.

Crucially, there is no paid-up capital threshold for the ASCR. A company listed only on the BSE SME or NSE Emerge platform carries the same obligation as a Nifty 500 company. The scope of applicable SEBI regulations will differ — a company that undertook no public issue, buyback, or ESOP during the year will certify those regulations as not applicable — but the filing is non-negotiable.

Who is outside the ASCR framework: Entities whose securities are listed exclusively on commodity exchanges, or whose only listed instruments are sovereign/government securities, are not covered. Unlisted public companies subject solely to the Companies Act 2013 are also outside the scope — the Form MR-3 Secretarial Audit suffices for them.

ASCR vs. Form MR-3 Secretarial Audit: Two Separate Obligations

One of the most persistent misunderstandings in listed-company compliance is treating the ASCR as a SEBI-flavoured wrapper around the Form MR-3 Secretarial Audit under Section 204 of the Companies Act, 2013. They are distinct instruments with different regulatory homes, formats, filing destinations, and deadlines.

For unlisted public companies, the MR-3 threshold is: paid-up share capital ≥ Rs. 50 crore or turnover ≥ Rs. 250 crore or outstanding loans, debentures, or deposits exceeding Rs. 100 crore. Every listed company, however, requires MR-3 regardless of size — and also requires an ASCR.

The practical implication: Your PCS will run two parallel but overlapping engagements. Structuring a single shared evidence folder tagged by regulation reduces duplication dramatically. The ASCR fieldwork will typically precede the MR-3 given the tighter deadline.

FY 2026-27 Filing Timeline and Portal Procedure

FY 2026-27 runs from 1 April 2026 to 31 March 2027. The 60-day clock begins on 1 April 2027, making the hard deadline 30 May 2027. While exchange SOPs may treat the next working day as effective when the deadline falls on a public holiday, prudent compliance practice does not plan around that flexibility.

Filing on BSE Listing Centre and NSE NEAPS

Step 1: Log in to the BSE Listing Centre (listing.bseindia.com) with the company's corporate credentials. Navigate to Compliance → Annual Compliance → Annual Secretarial Compliance Report and select FY 2026-27.

Step 2: Upload the signed PDF in the SEBI-prescribed format. The certifying PCS must affix the UDIN generated through the ICSI's UDIN portal before the document is submitted. A UDIN generated after upload is not valid; the exchange will treat the filing as deficient.

Step 3: If the entity is listed on NSE as well, submit simultaneously on NSE NEAPS (neaps.nseindia.com). Both exchanges must receive the filing on the same date.

Step 4: Save the acknowledgement and submission reference number. SEBI's document retention guidance requires compliance records to be maintained for at least 8 years.

XBRL for FY 2026-27: SEBI and the exchanges have been progressively mandating XBRL-tagged governance disclosures. Verify with your Compliance Officer before April 2027 whether the ASCR will require an XBRL upload alongside the PDF for that cycle — watch for the relevant exchange circular.

Regulatory Coverage: The Full Scope the PCS Must Certify

The ASCR proforma is not a LODR-only checklist. The PCS must certify compliance — or note non-applicability — for each of the following regulations. Your internal team must map at least one piece of supporting evidence to every applicable item before the PCS begins work.

Core SEBI Regulations in the ASCR Scope

1. SEBI (LODR) Regulations, 2015 — The primary framework. Covers board and committee composition, continuous disclosures under Regulation 30 and Schedule III, quarterly financial results (Regulation 33), shareholding pattern (Regulation 31), corporate governance report (Regulation 27), annual report (Regulation 34), investor grievances (Regulation 13), related-party transactions (Regulation 23), and website disclosures (Regulation 46).

1. SEBI (ICDR) Regulations, 2018 — Applicable if your entity raised capital via public issue, rights issue, preferential allotment, or Qualified Institutions Placement (QIP) during FY 2026-27.

1. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 — Applicable to acquirers and targets. The PCS confirms public announcement timelines, open offer compliance, and SEBI reporting under Form F, H, etc.

1. SEBI (Buyback of Securities) Regulations, 2018 — Applicable if a buyback was executed. The PCS verifies the 25%-of-paid-up-plus-free-reserves limit, tender offer or open-market route procedures, and post-buyback reporting.

1. SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB) — Applicable if the company operates an ESOP, Employee Stock Purchase Scheme (ESPS), Stock Appreciation Rights (SARs), or has issued sweat equity shares.

1. SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 — Applicable to NCD-listed entities. Includes compliance with debenture trustee obligations, asset cover certificates, interest payment records, and charge creation confirmations.

1. SEBI (Prohibition of Insider Trading) Regulations, 2015 (PIT) — Always applicable to listed entities. The PCS examines the Code of Conduct, trading window closure calendar, Unpublished Price Sensitive Information (UPSI) records, the Structured Digital Database (SDD), Form C/D reporting, and the pre-clearance register.

1. SEBI (Depositories and Participants) Regulations, 2018 — Relevant to the extent the listed entity interacts with NSDL or CDSL, particularly for promoter dematerialisation status and beneficial owner reconciliation.

The Document Checklist: Assemble This Before PCS Engagement Begins

Create a shared drive folder named ASCR_FY2627 with one sub-folder per regulation. Inside each folder, place only the documents relevant to that regulation — cross-referenced to the ASCR proforma item. Every missing document you hand to the PCS as a query adds two to three days to the engagement.

Board and Committee Governance

• Minutes of all Board meetings for FY 2026-27, with date, venue, time, quorum, and signed resolutions
• Minutes of Audit Committee, Nomination and Remuneration Committee (NRC), Stakeholder Relationship Committee (SRC), Risk Management Committee, and CSR Committee — with attendance records
• Director attendance register for the full year
• Annual Declaration of Independence by Independent Directors (filed in April each year)
• Certificate from a non-executive director under Schedule V of LODR confirming non-disqualification of directors

Stock Exchange Disclosures

• All Regulation 30 / Schedule III intimations with exchange acknowledgements — board meeting outcomes, KMP changes, litigations, credit rating changes
• Quarterly financial results — all four quarters — filed under Regulation 33, with statutory auditor's Limited Review/Audit report
• Shareholding pattern — all four quarters — filed under Regulation 31
• Corporate Governance Report — all four quarters — filed under Regulation 27(2)
• Investor Grievances Report — all four quarters — filed under Regulation 13
• Reconciliation of Share Capital Audit (RSCA) — all four quarters — filed under Regulation 76 of SEBI (DP) Regulations
• Annual Report filed under Regulation 34 within 21 working days of AGM

Related-Party Transactions

• Audit Committee approvals for each RPT — prior approval minutes and omnibus approval resolutions with the Audit Committee's satisfaction that the transaction is in the ordinary course of business and at arm's length
• Half-yearly RPT disclosure filed under Regulation 23(9) — within 30 days of publication of the half-yearly/annual financial results
• Form AOC-2 filed with ROC as an annexure to the Board's Report
• Updated Related-Party Transaction Policy published on the company's website

Insider Trading and SDD

• Code of Conduct for Prevention of Insider Trading adopted under PIT Regulations
• Trading window closure and reopening notices for all four quarters
• Structured Digital Database (SDD) — export showing each person/entity with whom UPSI was shared, the nature of UPSI, the purpose, and date — for the full year
• Form C (disclosures by promoters/directors/designated persons) and Form D (annual disclosure) filed with exchanges
• Pre-clearance register for trades by designated persons

Annual Statutory Filings with ROC

• Annual Return — Form MGT-7 or MGT-7A (for small companies / OPCs) — filed within 60 days of AGM
• Financial Statements — Form AOC-4 / AOC-4 XBRL — filed within 30 days of AGM
• AGM Notice, AGM Outcome filed under Regulation 30, Scrutiniser's Report, and remote e-voting results

Promoter Dematerialisation

• Confirmation from NSDL/CDSL that 100% of promoter and promoter group holding is in demat form — any residual physical shares attract an immediate ASCR observation and trigger SEBI enforcement under Regulation 31(2) of LODR

Common Mistakes and How to Fix Them

Missed Regulation 30 Intimation Within 24 Hours

A director resigns on a Friday afternoon. The compliance team picks it up on Monday. By then, the 24-hour window mandated for KMP changes under Regulation 30 has lapsed. The ASCR records this as a delayed intimation.

Fix: Maintain a Regulation 30 materiality tracker — a shared log updated by Legal, HR, and Finance. Automate an email alert to the Compliance Officer for any event in Schedule III. Designate a weekend on-call compliance contact.

Incomplete or Patchy SDD Records

The SDD exists in a basic Excel sheet. It is missing entries for UPSI shared with bankers during a merger discussion that was later abandoned. The SEBI (PIT) Regulations 2015 (as amended in 2018) require the SDD to capture all UPSI sharing — including for transactions that did not conclude.

Fix: Migrate to a purpose-built SDD module or a SharePoint-locked, access-logged Excel. Require every functional head to record UPSI-sharing events within 24 hours. The Compliance Officer should audit the SDD before every trading window reopening.

Regulation 23(9) RPT Disclosure Overlooked

The finance team files Form AOC-2 with the ROC but nobody triggers the Regulation 23(9) disclosure to the exchanges. These are related but distinct obligations. Many companies discover the gap only during ASCR fieldwork — by which point the observation is unavoidable.

Fix: Link the quarterly results publication event to a compliance calendar trigger. The day quarterly/annual results are approved by the board, a 30-day countdown must start for the RPT disclosure filing.

Outdated Website Disclosures

The investor relations page shows a director who resigned nine months ago, an annual report from two years prior as "latest," and a broken link to the whistleblower policy.

Fix: Assign website compliance as a Key Result Area (KRA) of the Company Secretary, with a monthly verification checklist aligned to every item in Regulation 46 of LODR. Run the checklist before the ASCR engagement begins.

UDIN Generated After Filing

The PCS signs the ASCR and emails it to the company. The company uploads the PDF to BSE Listing Centre. The PCS then generates the UDIN and sends the updated document — but the ICSI portal does not permit backdating, and the exchange's compliance system records the UDIN-less version as the filing.

Fix: Make UDIN generation a contractual pre-condition before the company receives the final signed PDF. The UDIN must appear on the face of Page 1 of the report, above the PCS signature block.

Worked Example: The Real Cost of a 25-Day Filing Delay

Consider Prism Textiles Ltd., a mid-size textile manufacturer listed on BSE (paid-up capital Rs. 12 crore). FY 2026-27 ends on 31 March 2027. The compliance team struggles to gather SDD records and the ASCR is uploaded on 24 June 2027 — 25 days after the 30 May 2027 deadline.

Exchange fine under BSE SOP: BSE's Standard Operating Procedure for non-compliance with LODR disclosure obligations prescribes a graduated fine schedule based on market capitalisation and delay duration. For a company of this size, if the applicable rate for ASCR late filing is Rs. 1,000 per day (confirm against the current BSE SOP circular before your filing year):

> Fine = Rs. 1,000 × 25 days = Rs. 25,000 > GST @ 18% = Rs. 4,500 > Total cash outflow: Rs. 29,500

In addition, BSE issues a show-cause notice requiring the company to explain the delay. The notice and the company's response are matters of public record — proxy advisory firms include them in governance assessments. SEBI can independently take cognisance of the failure under Section 15HB of the SEBI Act, 1992, which provides for a penalty of up to Rs. 1 crore or three times the profit made from the violation, whichever is higher.

What else happens: The Board of Directors must disclose the compliance failure in the next Corporate Governance Report filed under Regulation 27(2). Institutional investors flag this during pre-AGM engagement. Analyst notes may record a governance risk.

The ratio: Rs. 29,500 in direct fines versus weeks of management distraction, reputational exposure, and a SEBI show-cause that occupies senior legal bandwidth for months. Filing five days early — by 25 May 2027 — costs nothing.

Important: Verify the exact per-day fine rate applicable for ASCR late filing against BSE's current SOP circular, as rates are subject to revision.

Step-by-Step: Eliminating the April Scramble

Start three months before the year-end. The sequence below assumes a March 31 year-end.

January 2027

1. Confirm your certifying PCS and block their availability for April–May engagement in writing.
2. Run a preliminary gap analysis against the document checklist above — identify missing items and assign owners.
3. Verify whether any new SEBI regulation became applicable during FY 2026-27 (e.g., Risk Management Committee requirements if you crossed the requisite threshold).

February 2027

1. Conduct an internal SDD audit — reconcile entries against board minutes, investment banker engagement letters, and legal counsel instructions.
2. Print your Regulation 30 filing log and cross-check against your compliance calendar. Flag any late or missed intimations.
3. Confirm all Regulation 23(9) RPT disclosures are on file for H1 FY2627 (within 30 days of H1 results publication).

March 2027

1. Close the trading window before the Q4 Board meeting that approves annual financial results. Issue the formal notice to all designated persons.
2. Confirm 100% demat of promoter holdings — if any physical shares remain, initiate conversion immediately and document the effort in the ASCR evidence file.
3. Reconcile the website against every item in Regulation 46.

April–May 2027

1. Share the organised ASCR folder with the PCS by 10 April 2027 — allow four weeks for fieldwork and query resolution.
2. Review the draft ASCR by 5 May 2027. Raise factual corrections — not substantive disagreements — with the PCS in writing.
3. Obtain the signed, UDIN-affixed PDF by 20 May 2027.
4. File on BSE Listing Centre and NSE NEAPS by 25 May 2027 — five days before the statutory deadline.

Key Takeaways

• The ASCR deadline for FY 2026-27 is 30 May 2027 — 60 days from 31 March 2027. There is no extension mechanism under SEBI LODR; delays attract exchange fines, show-cause notices, and potential SEBI enforcement under Section 15HB of the SEBI Act.
• The ASCR covers every applicable SEBI regulation, not just the LODR — if your entity had an ESOP scheme, a preferential allotment, or NCDs outstanding, those respective regulations must be certified by the PCS.
• The ASCR and Form MR-3 are distinct obligations — one goes to the stock exchange within 60 days of FY end; the other goes to the ROC as an annexure to the Board's Report by the AGM date; both require a PCS and both require a valid UDIN.
• The Structured Digital Database under PIT Regulations is the most frequent source of ASCR observations — build a systematic, auditable SDD process with quarterly internal reviews rather than reconstructing records under PCS pressure.
• UDIN must be affixed before the document is uploaded — a UDIN generated after filing is not valid; the exchange will treat the earlier version as deficient.
• Engage your PCS no later than 10 April — a compressed four-week engagement window increases the risk of observations because evidence gaps cannot be remedied retroactively.
• Begin your gap analysis in January, not April — a Regulation 30 intimation from August 2026 is far easier to verify in February 2027 than in May 2027 when the PCS is asking for it under deadline pressure.