Introduction
As per the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, every listed company in India is required to obtain certain certificates from a Practicing Company Secretary (PCS). These certifications ensure legal compliance, good governance, and transparency for shareholders and regulators.
- Governing Law: Section 204 of the Companies Act, 2013
- Rule: Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
- Applicable To: All listed companies and certain prescribed public companies
- Certified By: Practicing Company Secretary
- Purpose: Independent audit of secretarial and legal compliance
- Filing Requirement: Annexed with the Board’s Report in the Annual Report
- Format: Form MR-3
- Governing Law: Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018
- Applicable To: All listed companies
- Certified By: Practicing Company Secretary
- Purpose: To reconcile the total issued and listed capital with depositories (NSDL/CDSL) and physical records
- Frequency: Quarterly
- Filing Requirement: Submitted to stock exchanges
- Governing Law: Regulation 40(9) of SEBI (LODR) Regulations, 2015
- Applicable To: Listed entities
- Certified By: Practicing Company Secretary
- Purpose: Certification that share transfer, transmission, name deletion, sub-division, consolidation, etc., were processed within the prescribed time
- Frequency: Half-yearly
- Filing Requirement: Submitted to stock exchanges within one month of end of each half-year
- Governing Law: Regulation 24A of SEBI (LODR) Regulations, 2015
- Applicable To: All listed entities and their material subsidiaries
- Certified By: Practicing Company Secretary
- Purpose: Comprehensive compliance check of SEBI regulations, circulars, and guidelines
- Frequency: Annually
- Filing Requirement: Submitted to stock exchanges within 60 days of the end of the financial year
- Governing Law: Regulation 27 of SEBI LODR
- Certified By: Practicing Company Secretary (Optional)
- Purpose: To ensure adherence to Corporate Governance norms
- Filing Requirement: Can be annexed with the Annual Report as good governance practice