SEBI Modifies Format for compliance report on Corporate Governance submitted by Listed Entities

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

Securities and Exchange Broad of India

CIRCULAR

SEBI/HO/CFD/CMD1/CIR/P/2019/78

July 16, 2019

To

All Listed entities 
All the Recognised stock exchanges

Dear Sir/Madam,

Sub: Modification of circular dated September 24, 2015 on ‘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 a listed entity shall submit a 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 each quarter.

2. Vide Circular No. CIR/CFD/CMD/5/2015 dated September 24, 2015, SEBI had specified the format for compliance report on Corporate Governance by listed entities.

3. The Committee on Corporate Governance under the Chairmanship of Shri Uday Kotak made several recommendations. Most amendments necessary to implement these recommendations have been made in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 vide notification dated May 9, 2018. Some of these amendments necessitate changes to the format of the quarterly compliance report.

4. The formats for Compliance Report on Corporate Governance as per Annexure I, II and III to this circular are being prescribed:-

Annex – I – on quarterly basis;

Annex – II – at the end of a financial year (for the whole of financial year);

Annex – III – within six months from end of a financial year. This may be submitted along with the second quarter’s report.

5. Accordingly, the Circular No. CIR/CFD/CMD/ 5 /2015 dated September 24, 2015 shall stand modified only to the extent to the format for compliance report on Corporate Governance. The format specified in the Annexure to this circular shall replace the format specified in the Annexure to the circular dated September 24, 2015.

6. In view of the revised timelines under the amended regulations, the circular shall come into force with effect from the quarter ended September 30, 2019.

7. The Stock Exchanges are advised to bring the provisions of this Circular to the notice of listed entities and also to disseminate the same on its website.

8. This Circular is issued in exercise of the powers conferred under Section 11 and Section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulation 27(2) and Regulation 101(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

9. This Circular is available on SEBI website at sebi.gov.in under the categories “Listing Regulations” and “Legal”.

Yours faithfully,

Pradeep Ramakrishnan
General Manager 
Compliance and Monitoring Division-1
Corporation Finance Department
Tel No: 022 2644 9246
Email: pradeepr@sebi.gov.in

ANNEX I

Format of report on Corporate Governance to be submitted by a listed entity on quarterly basis

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