Securities and Exchange Board of India
Circular

CIR/CFD/CMD/ 5 /2015                                                                                                         September 24, 2015

To
All Listed Entities
All the Recognized Stock Exchanges

Dear Sir/Madam,

Sub: Format for compliance report on Corporate Governance to be submitted to Stock Exchange (s) by Listed Entities

1. Regulation 27(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), specifies that the listed entity shall submit quarterly compliance report on corporate governance in the format specified by the Board from time to time to recognised Stock Exchange(s) within fifteen days from close of the quarter.

2. Accordingly, formats for Compliance Report on Corporate Governance as per the Annexures I, II and III to this circular are being prescribed:-
2.1. Annexure - I - on quarterly basis;
2.2. Annexure - II - at the end of the financial year (for the whole of financial year);
2.3. Annexure - III - within six months from end of financial year. This may be submitted alongwith second quarter report.

3. Additionally, the following reports shall also be placed before the board of directors of the listed entity in terms of requirement under Regulation 17(3) of Listing Regulations :-
3.1. Compliance Reports mentioned at para 2 above;
3.2. Secretarial Audit Report prepared in accordance with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 under Section 204 of the Companies Act, 2013 in so far as it pertains to Securities Laws.

The above report shall be placed before the board of directors of the listed entity in its next meeting.

4. The Stock Exchanges are advised to bring the provisions of this circular to the notice of Listed Entity and also to disseminate the same on its website. This circular shall come into force with effect from 90 days of notifications of Listing Regulations i.e. September 02, 2015.

5. This circular is issued under regulation 27(2) read with regulation 101(2) of Listing Regulations, 2015.

6. This circular is available on SEBI website at www.sebi.gov.in under the categories “Legal Framework” and “Continuous Disclosure Requirements”.

Yours faithfully,

Harini Balaji
General Manager
+91-22-26449372
harinib@sebi.gov.in

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