Annual Secretarial Compliance Report
The Annual Secretarial Compliance Report is a certification mandated by SEBI through a circular, requiring listed entities to obtain a report from a practising Company Secretary confirming compliance with all applicable SEBI regulations, circulars, and guidelines during the financial year, and to submit it to stock exchanges within 60 days of the financial year-end.
The Annual Secretarial Compliance Report (ASCR) was introduced by SEBI vide a circular dated 8 February 2019, effective from the financial year ending 31 March 2019. It is distinct from the Secretarial Audit Report required under Section 204 of the Companies Act, 2013 — while the latter covers compliance with Companies Act provisions, the ASCR focuses exclusively on SEBI regulations.
The ASCR must be prepared and certified by a practising Company Secretary (PCS) who is not associated with the company as an employee or director. The PCS examines the listed entity's compliance across a comprehensive checklist covering SEBI Act, SEBI LODR Regulations, SEBI PIT Regulations, SEBI (Substantial Acquisition of Shares and Takeovers) Regulations (Takeover Code), SEBI (Issue of Capital and Disclosure Requirements) Regulations (ICDR), SEBI (Buy-Back of Securities) Regulations, SEBI (Delisting) Regulations, and various other applicable circulars and guidelines.
The report format requires the PCS to confirm compliance or, in case of non-compliance, specifically identify the regulation violated, the details of the violation, and the steps taken by the company to rectify it. This makes the ASCR a risk-flagging document — a clean ASCR signals strong regulatory hygiene, while one with qualifications alerts the exchange, SEBI, and investors to potential compliance lapses.
The submission deadline is 60 days from the end of the financial year, meaning by 31 May for March year-end companies. The report must be filed through the exchange's online compliance filing system and is publicly available in the company's exchange filings. Non-submission or delayed submission can attract SEBI action under LODR.
The ASCR has effectively elevated the secretarial audit function from a routine statutory exercise to a forward-looking compliance monitoring tool. Investment analysts and governance researchers use it alongside the Corporate Governance Report to evaluate the quality of a listed company's compliance infrastructure. Deviations noted in ASCRs are tracked year-over-year to assess whether management is serious about regulatory adherence.