SEBI Extends Deadline For Public Comments On Secretarial Compliance Report

The Securities and Exchange Board of India (SEBI), the market regulator, has extended the deadline for submitting public comments on proposed changes to the annual secretarial compliance report, auditor appointment criteria, and related party transaction (RPT) approval thresholds. The new deadline is now March 7, 2025, instead of February 28.

These proposals aim to strengthen Corporate Governance in listed firms. SEBI released a consultation paper on February 7, seeking stakeholder feedback on revisions to the Secretarial Compliance Report (ASCR), the auditor appointment process, and RPT norms.

The proposed changes to the ASCR format are intended to ensure a clearer confirmation of compliance with securities law. The market regulator also suggested exemptions for Corporate Governance certifications and secretarial auditor reports when the ASCR is attached to the annual report, alongside improved enforcement measures.

For RPTs, SEBI suggests monetary thresholds for subsidiary transactions, with approval limits based on turnover (10%) or set monetary limits (Rs 1,000 crore for main board subsidiaries, Rs 50 crore for SME subsidiaries). Additionally, SEBI proposes clarifying RPT definitions and exemptions in the LODR norms to ensure compliance for transactions involving listed entities’ subsidiaries.