Explain compliances specified in the Regulation 24A regarding applicability of secretarial audit under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Also

CS Professional · Secretarial Audit, Compliance Management and Due Diligence · PYQS · December 2020
Explain compliances specified in the Regulation 24A regarding applicability of secretarial audit under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Also state the exemptions provided from this Regulation.

Answer & Explanation:

Regulation 24A of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 specifies the provisions related to Secretarial Audit as under: Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be prescribed with effect from the year ended March 31, 2019. The terms "listed entity" means an entity which has listed, on a recognised stock exchange(s), the designated securities issued by it or designated securities issued under schemes managed by it, in accordance with the listing agreement entered into between the entity and the recognised stock exchange(s). Material subsidiary means a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. Exemptions from Regulation 24A Regulation 15 of SEBI (LODR) Regulations, 2015 provides for applicability of these regulations to chapter IV (Obligation of Listed Entity which has Listed its specified securities). Regulation 15(2) of the said regulations exempts few entities from the applicability of regulation 24A. As per regulation 15 of the said regulations, the compliance specified in regulations 24A, shall not apply, in respect of— the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year the listed entity which has listed its specified securities on the SME Exchange. However, in case of other listed entities, which are not companies, but body corporate or are subject to regulations under other statues, the provisions of regulation 24A shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.

Topics: Secretarial Audit

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